ex10_1.htm


     

    Exhibit
      10.1

     

     

    Execution
      Version

     

     

     

     

     

     

     

     

    
      IKON Office
        Solutions, Inc. 

       

      SENIOR
        UNSECURED FLOATING RATE NOTES DUE 2012

       

      ___________________

       

      Indenture

       

      Dated
        as of December 20, 2007

       

      ___________________

       

      The
        Bank of New York 

       

      Trustee 

       

      ___________________

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CROSS-REFERENCE
        TABLE*

       

      
        
          	
                  Trust
                    Indenture Act Section

                	 	
                  Indenture
                    Section

                
	
                  310(a)(1)

                	 	
                  7.10

                
	
                  (a)(2)

                	 	
                  7.10

                
	
                  (a)(3)

                	 	
                  N.A.

                
	
                  (a)(4)

                	 	
                  N.A.

                
	
                  (a)(5)

                	 	
                  7.10

                
	
                  (b)

                	 	
                  7.10

                
	
                  (c)

                	 	
                  N.A.

                
	
                  311(a)

                	 	
                  7.11

                
	
                  (b)

                	 	
                  7.11

                
	
                  (c)

                	 	
                  N.A.

                
	
                  312(a)

                	 	
                  2.06

                
	
                  (b)

                	 	
                  11.03

                
	
                  (c)

                	 	
                  11.03

                
	
                  313(a)

                	 	
                  7.06

                
	
                  (b)(1)

                	 	
                  N.A.

                
	
                  (b)(2)

                	 	
                  7.06,
                    7.07

                
	
                  (c)

                	 	
                  7.06,
                    11.02

                
	
                  (d)

                	 	
                  7.06

                
	
                  314(a)

                	 	
                  4.03,
                    4.04, 11.05

                
	
                  (b)

                	 	
                  N.A.

                
	
                  (c)(1)

                	 	
                  11.04

                
	
                  (c)(2)

                	 	
                  11.05

                
	
                  (c)(3)

                	 	
                  N.A.

                
	
                  (d)

                	 	
                  N.A.

                
	
                  (e)

                	 	
                  11.05

                
	
                  (f)

                	 	
                  N.A.

                
	
                  315(a)

                	 	
                  7.01

                
	
                  (b)

                	 	
                  7.05

                
	
                  (c)

                	 	
                  7.01

                
	
                  (d)

                	 	
                  7.01

                
	
                  (e)

                	 	
                  6.11

                
	
                  316(a)
                    (last sentence)

                	 	
                  2.10

                
	
                  (a)(1)(A)

                	 	
                  6.05

                
	
                  (a)(1)(B)

                	 	
                  6.04

                
	
                  (a)(2)

                	 	
                  N.A.

                
	
                  (b)

                	 	
                  6.07

                
	
                  (c)

                	 	
                  11.14

                
	
                  317(a)(1)

                	 	
                  6.08

                
	
                  (a)(2)

                	 	
                  6.09

                
	
                  (b)

                	 	
                  2.05

                
	
                  318(a)

                	 	
                  11.01

                
	
                  (b)

                	 	
                  N.A.

                
	
                  (c)

                	 	
                  N.A.

                


        

        


        ___________________________

        * N.A.
          means not applicable.
          This Cross-Reference Table is not part of the Indenture.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF
          CONTENTS

         

        Page

         

        
          
            	
                    ARTICLE
                      ONE

                    
                    

                  
	
                    DEFINITIONS
                      AND INCORPORATION

                    
                    

                  
	
                    BY
                      REFERENCE

                    
                    

                  
	
                    Section
                      1.01

                  	
                    Definitions

                  	
                    1

                  
	
                    Section
                      1.02

                  	
                    Other
                      Definitions.

                  	
                    26

                  
	
                    Section
                      1.03

                  	
                    Incorporation
                      by Reference of Trust Indenture Act

                  	
                    27

                  
	
                    Section
                      1.04

                  	
                    Rules
                      of Construction

                  	
                    28

                  
	 	 	 
	
                    ARTICLE
                      TWO

                    
                    

                  
	
                    THE
                      NOTES

                    
                    

                  
	
                    Section
                      2.01

                  	
                    Form
                      and Dating

                  	
                    28

                  
	
                    Section
                      2.02

                  	
                    Execution
                      and Authentication

                  	
                    29

                  
	
                    Section
                      2.03

                  	
                    Methods
                      of Receiving Payments on the Notes

                  	
                    30

                  
	
                    Section
                      2.04

                  	
                    Registrar
                      and Paying Agent

                  	
                    30

                  
	
                    Section
                      2.05

                  	
                    Paying
                      Agent to Hold Money in Trust

                  	
                    31

                  
	
                    Section
                      2.06

                  	
                    Holder
                      Lists

                  	
                    31

                  
	
                    Section
                      2.07

                  	
                    Transfer
                      and Exchange

                  	
                    31

                  
	
                    Section
                      2.08

                  	
                    Replacement
                      Notes

                  	
                    43

                  
	
                    Section
                      2.09

                  	
                    Outstanding
                      Notes

                  	
                    44

                  
	
                    Section
                      2.10

                  	
                    Treasury
                      Notes

                  	
                    44

                  
	
                    Section
                      2.11

                  	
                    Temporary
                      Notes

                  	
                    44

                  
	
                    Section
                      2.12

                  	
                    Cancellation

                  	
                    45

                  
	
                    Section
                      2.13

                  	
                    Defaulted
                      Interest

                  	
                    45

                  
	
                    Section
                      2.14

                  	
                    CUSIP
                      Numbers

                  	
                    45

                  
	 	 	 
	
                    ARTICLE
                      THREE

                    
                    

                  
	
                    REDEMPTION
                      AND OFFERS TO

                    
                    

                  
	
                    PURCHASE

                    
                    

                  
	
                    Section
                      3.01

                  	
                    Notices
                      to Trustee

                  	
                    46

                  
	
                    Section
                      3.02

                  	
                    Selection
                      of Notes to Be Redeemed

                  	
                    46

                  
	
                    Section
                      3.03

                  	
                    Notice
                      of Redemption

                  	
                    46

                  
	
                    Section
                      3.04

                  	
                    Effect
                      of Notice of Redemption

                  	
                    47

                  
	
                    Section
                      3.05

                  	
                    Deposit
                      of Redemption Price

                  	
                    47

                  
	
                    Section
                      3.06

                  	
                    Notes
                      Redeemed in Part

                  	
                    47

                  
	
                    Section
                      3.07

                  	
                    Optional
                      Redemption

                  	
                    48

                  
	
                    Section
                      3.08

                  	
                    Repurchase
                      Offers

                  	
                    48

                  
	
                    Section
                      3.09

                  	
                    Mandatory
                      Redemption

                  	
                    50

                  
	 	 	 


             

             

            
              
                
                

              

              
                i

                
                  

                

              

              
                
                

              

            

          

        

         

        
          
            	
                    ARTICLE
                      FOUR

                    
                    

                  
	
                    COVENANTS

                    
                    

                  
	
                    Section
                      4.01

                  	
                    Payment
                      of Notes

                  	
                    50

                  
	
                    Section
                      4.02

                  	
                    Maintenance
                      of Office or Agency

                  	
                    51

                  
	
                    Section
                      4.03

                  	
                    Reports

                  	
                    51

                  
	
                    Section
                      4.04

                  	
                    Compliance
                      Certificate

                  	
                    52

                  
	
                    Section
                      4.05

                  	
                    Calculation
                      of Original Issue Discount

                  	
                    52

                  
	
                    Section
                      4.06

                  	
                    Stay,
                      Extension and Usury Laws

                  	
                    52

                  
	
                    Section
                      4.07

                  	
                    Restricted
                      Payments

                  	
                    52

                  
	
                    Section
                      4.08

                  	
                    Dividend
                      and Other Payment Restrictions Affecting Restricted
                      Subsidiaries

                  	
                    56

                  
	
                    Section
                      4.09

                  	
                    Incurrence
                      of Indebtedness and Issuance of Preferred Stock

                  	
                    58

                  
	
                    Section
                      4.10

                  	
                    Asset
                      Sales

                  	
                    61

                  
	
                    Section
                      4.11

                  	
                    Transactions
                      with Affiliates

                  	
                    62

                  
	
                    Section
                      4.12

                  	
                    Liens

                  	
                    63

                  
	
                    Section
                      4.13

                  	
                    Business
                      Activities

                  	
                    64

                  
	
                    Section
                      4.14

                  	
                    Repurchase
                      upon a Change of Control

                  	
                    64

                  
	
                    Section
                      4.15

                  	
                    Redemption
                      or Repurchase of 2015 Notes

                  	
                    65

                  
	
                    Section
                      4.16

                  	
                    Designation
                      of Restricted and Unrestricted Subsidiaries

                  	
                    65

                  
	
                    Section
                      4.17

                  	
                    Payments
                      for Consent

                  	
                    66

                  
	
                    Section
                      4.18

                  	
                    [intentionally
                      omitted]

                  	
                    66

                  
	
                    Section
                      4.19

                  	
                    Sale
                      and Leaseback Transactions

                  	
                    66

                  
	
                    Section
                      4.20

                  	
                    [intentionally
                      omitted]

                  	
                    67

                  
	
                    Section
                      4.21

                  	
                    Issuances
                      of Guarantees by Restricted Subsidiaries

                  	
                    67

                  
	 	 	 
	
                    ARTICLE
                      FIVE

                    
                    

                  
	
                    SUCCESSORS

                    
                    

                  
	
                    Section
                      5.01

                  	
                    Merger,
                      Consolidation or Sale of Assets

                  	
                    68

                  
	
                    Section
                      5.02

                  	
                    Successor
                      Corporation Substituted

                  	
                    68

                  
	 	 	 
	
                    ARTICLE
                      SIX

                    
                    

                  
	
                    DEFAULTS
                      AND REMEDIES

                    
                    

                  
	
                    Section
                      6.01

                  	
                    Events
                      of Default

                  	
                    69

                  
	
                    Section
                      6.02

                  	
                    Acceleration

                  	
                    70

                  
	
                    Section
                      6.03

                  	
                    Other
                      Remedies

                  	
                    70

                  
	
                    Section
                      6.04

                  	
                    Waiver
                      of Past Defaults

                  	
                    71

                  
	
                    Section
                      6.05

                  	
                    Control
                      by Majority

                  	
                    71

                  
	
                    Section
                      6.06

                  	
                    Limitation
                      on Suits

                  	
                    72

                  
	
                    Section
                      6.07

                  	
                    Rights
                      of Holders of Notes to Receive Payment

                  	
                    72

                  
	
                    Section
                      6.08

                  	
                    Collection
                      Suit by Trustee

                  	
                    72

                  
	
                    Section
                      6.09

                  	
                    Trustee
                      May File Proofs of Claim

                  	
                    73

                  
	
                    Section
                      6.10

                  	
                    Priorities

                  	
                    73

                  
	
                    Section
                      6.11

                  	
                    Undertaking
                      for Costs

                  	
                    73

                  
	 	 	 


             

             

            
              
                
                

              

              
                ii

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        ARTICLE
                          SEVEN

                        
                        

                      
	
                        TRUSTEE

                        
                        

                      
	
                        Section
                          7.01

                      	
                        Duties
                          of Trustee

                      	
                        74

                      
	
                        Section
                          7.02

                      	
                        Certain
                          Rights of Trustee

                      	
                        75

                      
	
                        Section
                          7.03

                      	
                        Individual
                          Rights of Trustee

                      	
                        76

                      
	
                        Section
                          7.04

                      	
                        Trustee’s
                          Disclaimer

                      	
                        76

                      
	
                        Section
                          7.05

                      	
                        Notice
                          of Defaults

                      	
                        76

                      
	
                        Section
                          7.06

                      	
                        Reports
                          by Trustee to Holders of the Notes

                      	
                        76

                      
	
                        Section
                          7.07

                      	
                        Compensation
                          and Indemnity

                      	
                        77

                      
	
                        Section
                          7.08

                      	
                        Replacement
                          of Trustee

                      	
                        78

                      
	
                        Section
                          7.09

                      	
                        Successor
                          Trustee by Merger, Etc

                      	
                        79

                      
	
                        Section
                          7.10

                      	
                        Eligibility;
                          Disqualification

                      	
                        79

                      
	
                        Section
                          7.11

                      	
                        Preferential
                          Collection of Claims Against Company

                      	
                        79

                      
	 	 	 
	
                        ARTICLE
                          EIGHT

                        
                        

                      
	
                        DEFEASANCE
                          AND COVENANT DEFEASANCE

                        
                        

                      
	
                        Section
                          8.01

                      	
                        Option
                          to Effect Legal Defeasance or Covenant Defeasance

                      	
                        79

                      
	
                        Section
                          8.02

                      	
                        Legal
                          Defeasance and Discharge

                      	
                        79

                      
	
                        Section
                          8.03

                      	
                        Covenant
                          Defeasance

                      	
                        80

                      
	
                        Section
                          8.04

                      	
                        Conditions
                          to Legal or Covenant Defeasance

                      	
                        80

                      
	
                        Section
                          8.05

                      	
                        Deposited
                          Money and Government Securities to Be Held in Trust; Other
                          Miscellaneous
                          Provisions

                      	
                        82

                      
	
                        Section
                          8.06

                      	
                        Repayment
                          to the Company

                      	
                        82

                      
	
                        Section
                          8.07

                      	
                        Reinstatement

                      	
                        82

                      
	 	 	 
	
                        ARTICLE
                          NINE

                        
                        

                      
	
                        AMENDMENT,
                          SUPPLEMENT AND WAIVER

                        
                        

                      
	
                        Section
                          9.01

                      	
                        Without
                          Consent of Holders of Notes

                      	
                        83

                      
	
                        Section
                          9.02

                      	
                        With
                          Consent of Holders of Notes

                      	
                        84

                      
	
                        Section
                          9.03

                      	
                        Compliance
                          with Trust Indenture Act

                      	
                        85

                      
	
                        Section
                          9.04

                      	
                        Revocation
                          and Effect of Consents

                      	
                        85

                      
	
                        Section
                          9.05

                      	
                        Notation
                          on or Exchange of Notes

                      	
                        86

                      
	
                        Section
                          9.06

                      	
                        Trustee
                          to Sign Amendments, Etc

                      	
                        86

                      
	 	 	 
	
                        ARTICLE
                          TEN

                        
                        

                      
	
                        SATISFACTION
                          AND DISCHARGE

                        
                        

                      
	
                        Section
                          10.01

                      	
                        Satisfaction
                          and Discharge

                      	
                        86

                      
	
                        Section
                          10.02

                      	
                        Deposited
                          Money and Government Securities to Be Held in Trust; Other
                          Miscellaneous
                          Provisions

                      	
                        87

                      
	
                        Section
                          10.03

                      	
                        Repayment
                          to the Company

                      	
                        88

                      
	 	 	 


                 

                 

                
                  
                    
                    

                  

                  
                    iii

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                	
                        ARTICLE
                          ELEVEN

                        
                        

                      
	
                        MISCELLANEOUS

                        
                        

                      
	
                        Section
                          11.01

                      	
                        Trust
                          Indenture Act Controls

                      	
                        88

                      
	
                        Section
                          11.02

                      	
                        Notices

                      	
                        88

                      
	
                        Section
                          11.03

                      	
                        Communication
                          by Holders of Notes with Other Holders of Notes

                      	
                        90

                      
	
                        Section
                          11.04

                      	
                        Certificate
                          and Opinion as to Conditions Precedent

                      	
                        90

                      
	
                        Section
                          11.05

                      	
                        Statements
                          Required in Certificate or Opinion

                      	
                        90

                      
	
                        Section
                          11.06

                      	
                        Rules
                          by Trustee and Agents

                      	
                        91

                      
	
                        Section
                          11.07

                      	
                        No
                          Personal Liability of Directors, Officers, Employees and
                          Stockholders

                      	
                        91

                      
	
                        Section
                          11.08

                      	
                        Governing
                          Law

                      	
                        91

                      
	
                        Section
                          11.09

                      	
                        Consent
                          to Jurisdiction

                      	
                        91

                      
	
                        Section
                          11.10

                      	
                        No
                          Adverse Interpretation of Other Agreements

                      	
                        91

                      
	
                        Section
                          11.11

                      	
                        Successors

                      	
                        91

                      
	
                        Section
                          11.12

                      	
                        Severability

                      	
                        92

                      
	
                        Section
                          11.13

                      	
                        Counterpart
                          Originals

                      	
                        92

                      
	
                        Section
                          11.14

                      	
                        Acts
                          of Holders

                      	
                        92

                      
	
                        Section
                          11.15

                      	
                        Benefit
                          of Indenture

                      	
                        93

                      
	
                        Section
                          11.16

                      	
                        Table
                          of Contents, Headings, Etc

                      	
                        93

                      


              

            

             

            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 FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
                    

                


        

         

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        INDENTURE
dated
          as of December
          20, 2007 among IKON Office Solutions, Inc., an Ohio corporation (the “Company”), and The Bank
          of New
          York as trustee.

         

        The
          Company has duly authorized the
          execution and delivery of this Indenture to provide for the issuance from
          time
          to time of its Senior Unsecured Floating Rate Notes due 2012 to be issued
          in one
          or more series as provided in this Indenture. All things necessary to make
          this
          Indenture a valid agreement of the Company, in accordance with its terms,
          have
          been done.

         

        The
          Company and the Trustee (as defined
          below) agree as follows for the benefit of each other and for the equal
          and
          ratable benefit of the Holders (as defined below) of the Senior Unsecured
          Floating Rate Notes due 2012:

         

        ARTICLE
          ONE 

         

        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 shall be issued in a denomination equal to the outstanding
          principal amount at maturity of the Notes sold in reliance on Rule
          144A.

         

        “2015
          Indenture” means that
          certain indenture by and between the Company and The Bank of New York,
          as
          trustee, dated as of September 21, 2005, as amended by the First Supplemental
          Indenture dated as of March 29, 2007, between the Company and The Bank
          of New
          York, as trustee, and as further amended, restated, supplemented or otherwise
          modified from time to time.

         

        “2015
          Notes” means those
          certain 7.75% senior notes due 2015 issued pursuant to the 2015
          Indenture.

         

        “2015
          Notes Issue Date” means
          September 21, 2005.

         

        “Additional
          Interest” means all
          additional interest then owing pursuant to the Registration Rights
          Agreement.

         

        “Additional
          Notes” means an
          unlimited maximum aggregate principal amount of Notes (other than the Notes
          issued on the date hereof) issued under this Indenture in accordance with
          Section 2.02 and 4.09 hereof.

         

        “Adjusted
          Consolidated Net Tangible
          Assets” of any Person means, as of any date, the amount which, in
          accordance with GAAP, would be set forth under the caption “Total Assets” (or
          any like caption) on a consolidated balance sheet of such Person and its
          Restricted Subsidiaries, as of the end of the most recently ended fiscal
          quarter
          for which internal financial statements are available, less (1) all intangible
          assets, including, without limitation, goodwill, organization costs, patents,
          trademarks, copyrights, franchises, and research and development costs,
          (2)
          current liabilities and (3) all finance receivables.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        “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,
          shall mean the possession, directly or indirectly, of the power to direct
          or
          cause the direction of the management or policies of such Person, whether
          through the ownership of voting securities, by agreement or otherwise provided that for purposes
          of
          Sections 4.07, 4.10 and 4.11 only, beneficial ownership of 10% or more
          of the
          Voting Stock of a Person shall be deemed to be control. For purposes of
          this
          definition, the terms “controlling,” “controlled by” and “under common control
          with” shall have correlative meanings.

         

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

         

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

         

        “Asset
          Sale”
means:

         

        
          	
                   

                	
                  (1)

                	
                  the
                    sale, lease, conveyance or other disposition of any assets or
                    rights;
                    provided that
                    the
                    sale, conveyance or other disposition of all or substantially
                    all of the
                    assets of the Company and its Restricted Subsidiaries taken as
                    a whole
                    will be governed by Section 4.14 and/or Section 5.01 and not
                    by Section
                    4.10; and 

                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    issuance of Equity Interests by any Restricted Subsidiary of
                    the Company
                    (other than directors’ qualifying shares) or the sale by the Company or
                    any of its Restricted Subsidiaries of Equity Interests in any
                    of its
                    Restricted Subsidiaries. 

                


        

         

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

         

        
          	
                   

                	
                  (1)

                	
                  any
                    single transaction or series of related transactions that involves
                    assets
                    having a Fair Market Value of less than $3.0 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 another Restricted Subsidiary of the Company;
                    

                


        

         

        
          	
                   

                	
                  (4)

                	
                  the
                    sale or lease of equipment, inventory, accounts receivable or
                    other assets
                    in the ordinary course of business;


                


        

         

        
          	
                   

                	
                  (5)

                	
                  the
                    sale or other disposition of Cash Equivalents or marketable securities;
                    

                


        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   

                	
                  (6)

                	
                  any
                    transaction that constitutes a Permitted Investment or a Restricted
                    Payment that is permitted by Section 4.07;


                


        

         

        
          	
                   

                	
                  (7)

                	
                  any
                    sale or disposition of any property or equipment that has become
                    damaged,
                    worn out, obsolete or otherwise unsuitable for use in connection
                    with the
                    business of the Company and its Restricted Subsidiaries;
                    

                


        

         

        
          	
                   

                	
                  (8)

                	
                  the
                    creation of a Lien not prohibited by this Indenture;
                    

                


        

         

        
          	
                   

                	
                  (9)

                	
                  sales
                    or grants of licenses or sublicenses to use the patents, trade
                    secrets,
                    know-how and other intellectual property of the Company or any
                    Restricted
                    Subsidiary of the Company to the extent such license does not
                    interfere
                    with the business of the Company or any Restricted Subsidiary
                    of the
                    Company; 

                


        

         

        
          	
                   

                	
                  (10)

                	
                  any
                    surrender or waiver of contract rights or the settlement, release
                    or
                    surrender of contract, tort or other claim of any kind; and
                    

                


        

         

        
          	
                   

                	
                  (11)

                	
                  a
                    Permitted Asset Securitization. 

                


        

         

        “Attributable
          Debt” in respect
          of a Sale and Leaseback Transaction means, at the time of determination,
          (a) if
          such Sale and Leaseback Transaction is a Capital Lease Obligation, the
          amount of
          Indebtedness represented thereby according to the definition of “Capital Lease
          Obligation”, and (b) in all other instances, the present value of the obligation
          of the lessee for net rental payments during the remaining term of the
          lease
          included in such Sale and Leaseback Transaction, including any period for
          which
          such lease has been extended or may, at the option of the lessor, be extended.
          Such present value shall be calculated using a discount rate equal to the
          rate
          of interest implicit in such transaction, determined in accordance with
          GAAP.

         

        “Bankruptcy
          Law” means Title
          11, U.S. Code or any similar federal 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” shall be deemed to have beneficial ownership of all securities that
          such “person” has the right to acquire by conversion or exercise of other
          securities, whether such right is currently exercisable or is exercisable
          only
          upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” shall have a corresponding meaning.

         

        “Board
          of Directors”
means:

         

        
          	
                   

                	
                  (1)

                	
                  with
                    respect to a corporation, the board of directors of the corporation;
                    

                


        

         

        
          	
                   

                	
                  (2)

                	
                  with
                    respect to a partnership, the Board of Directors of the general
                    partner of
                    the partnership; and 

                


        

         

        
          	
                   

                	
                  (3)

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

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        “Borrowing
          Base” means the
          amount equal to 25% of the sum of (a) the book value of the accounts receivable
          of the Company and its Restricted Subsidiaries plus (b) the book value
          of the
          inventory of the Company, in each case as of the end of the most recently
          ended
          fiscal quarter of the Company for which financial statements of the Company
          have
          been made available.

         

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

         

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

         

        “Capital
          Stock”
means:

         

        
          	
                   

                	
                  (1)

                	
                  in
                    the case of a corporation, shares of corporate stock;
                    

                


        

         

        
          	
                   

                	
                  (2)

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

                


        

         

        
          	
                   

                	
                  (3)

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

                


        

         

        
          	
                   

                	
                  (4)

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

                


        

         

        “Cash
          Equivalents”
means:

         

        
          	
                   

                	
                  (1)

                	
                  United
                    States dollars; 

                


        

         

        
          	
                   

                	
                  (2)

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

                


        

         

        
          	
                   

                	
                  (3)

                	
                  time
                    deposits, money market deposits and certificates of deposit with
                    maturities of 270 days or less from the date of acquisition,
                    with any
                    commercial banks organized under the laws of the United States,
                    the United
                    Kingdom or Canada, each having capital and surplus in excess
                    of $500.0
                    million and a rating of “A” or better by a nationally recognized
                    statistical rating agency; 

                


        

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   

                	
                  (4)

                	
                  repurchase
                    obligations with a term of not more than 30 days for underlying
                    securities
                    of the types described in clauses (2) or (3) of this definition
                    entered
                    into with any financial institution meeting the qualifications
                    specified
                    in clause (3) of this definition, or any primary government securities
                    dealer reporting to the Market Reports Division of the Federal
                    Reserve
                    Bank of New York; 

                


        

         

        
          	
                   

                	
                  (5)

                	
                  tax-free
                    variable rate demand notes which are fully supported by letters
                    of credit
                    with any financial institution meeting the qualifications specified
                    in
                    clause (3) of this definition; 

                


        

         

        
          	
                   

                	
                  (6)

                	
                  commercial
                    paper having the highest rating obtainable from Moody’s or S&P and in
                    each case maturing within 270 days after the date of acquisition;
                    

                


        

         

        
          	
                   

                	
                  (7)

                	
                  instruments
                    equivalent to those referred to in clauses (1) through (6) of
                    this
                    definition denominated in Euros or any other foreign currency
                    comparable
                    in credit quality and tenor to those referred to above and customarily
                    used by corporations for cash management purposes in any jurisdiction
                    outside the United States to the extent reasonably required in
                    connection
                    with any business conducted by any Restricted Subsidiary organized
                    in such
                    jurisdiction; and 

                


        

         

        
          	
                   

                	
                  (8)

                	
                  investment
                    in funds which invest substantially all of their assets in Cash
                    Equivalents of the kinds described in clauses (1) through (7)
                    of this
                    definition. 

                


        

         

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

         

        
          	
                   

                	
                  (1)

                	
                  the
                    direct or indirect sale, transfer, conveyance or other disposition
                    (other
                    than by way of merger or consolidation), in one or a series of
                    related
                    transactions, of all or substantially all of the properties or
                    assets of
                    the Company and its Restricted Subsidiaries, taken as a whole,
                    to any
                    “person” (as that term is used in Section 13(d)(3) of the Exchange Act);
                    

                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    adoption of a plan relating to the liquidation or dissolution
                    of the
                    Company; 

                


        

         

        
          	
                   

                	
                  (3)

                	
                  any
                    “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
                    the Exchange Act) becomes the ultimate Beneficial Owner, directly
                    or
                    indirectly, of a majority of the voting power of the Voting Stock
                    of the
                    Company; 

                


        

         

        
          	
                   

                	
                  (4)

                	
                  the
                    first day on which a majority of the members of the Board of
                    Directors of
                    the Company are not Continuing Directors; or


                


        

         

        
          	
                   

                	
                  (5)

                	
                  the
                    Company consolidates with, or merges with or into, any Person,
                    or any
                    Person consolidates with, or merges with or into the Company,
                    in any such
                    event pursuant to a transaction in which any of the outstanding
                    Voting
                    Stock of the Company or such other Person is converted into or
                    exchanged
                    for cash, securities or other property, other than any such transaction
                    where (A) the Voting Stock of the Company outstanding immediately
                    prior to
                    such transaction is converted into or exchanged for Voting Stock
                    (other
                    than Disqualified Stock) of the surviving or transferee Person
                    constituting a majority of the outstanding shares of such Voting
                    Stock of
                    such surviving or transferee Person (immediately after giving
                    effect to
                    such issuance) and (B) immediately after such transaction, no
“person” or
                    “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange
                    Act) becomes, directly or indirectly, the ultimate Beneficial
                    Owner of a
                    majority of the voting power of all classes of the Voting Stock
                    of the
                    Company. 

                


        

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        “Clearstream”
means
          Clearstream
          Banking, société anonyme, Luxembourg (formerly Cedel Bank, société anonyme), and
          any successor thereto.

         

        “Commission”
means
          the United
          States Securities and Exchange Commission.

         

        “Common
          Stock” means, with
          respect to any Person, any Capital Stock (other than Preferred Stock) of
          such
          Person.

         

        “Company”
means
          the corporation
          named as “the Company” in the first paragraph of this Indenture, not including
          any of its subsidiaries, until a successor corporation shall have become
          such
          pursuant to the applicable provisions of this Indenture, and thereafter,
          the
“Company” shall mean such successor corporation.

         

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

         

        
          	
                   

                	
                  (1)

                	
                  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

                


        

         

        
          	
                   

                	
                  (2)

                	
                  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

                


        

         

        
          	
                   

                	
                  (3)

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

                


        

         

        
          	
                   

                	
                  (4)

                	
                  non-cash
                    items increasing such Consolidated Net Income for such period,
                    other than
                    the accrual of revenue consistent with past practice and any
                    items which
                    represent the reversal of any accrual of, or reserve for, anticipated
                    cash
                    charges or asset valuation adjustments made in any prior period,
                    in each
                    case, on a consolidated basis and determined in accordance with
                    GAAP.
                    

                


        

         

        Notwithstanding
          the preceding, the
          provision for taxes based on the income or profits of, the Fixed Charges
          of, and
          the depreciation and amortization and other non-cash expenses of, a Restricted
          Subsidiary of the Company shall be added to Consolidated Net Income to
          compute
          Consolidated Cash Flow of the Company only to the extent that a corresponding
          amount of Consolidated Net Income of such Restricted Subsidiary would be
          permitted at the date of determination to be dividended to the Company
          by such
          Restricted Subsidiary without prior governmental approval (that has not
          been
          obtained), and without direct or indirect restriction pursuant to the terms
          of
          its charter and all agreements, instruments, judgments, decrees, orders,
          statutes, rules and governmental regulations applicable to that Restricted
          Subsidiary or its stockholders.

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

         

        “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 for such period of any Person that is not a Subsidiary,
                    of any
                    Unrestricted Subsidiary, or that is accounted for by the equity
                    method of
                    accounting shall be excluded, provided that,
                    to the
                    extent not previously included in Consolidated Net Income, Consolidated
                    Net Income of such Person shall be increased by the amount of
                    dividends or
                    distributions or other payments that are actually paid in cash
                    (or to the
                    extent converted into cash) to the referent Person or a Restricted
                    Subsidiary thereof in respect of such period;


                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    income reflected on the “finance income” line on the Company’s
                    consolidated statement of income and the interest expense reflected
                    on the
                    “finance interest expense” line on the Company’s consolidated statement of
                    income, together with the related provision for taxes on such
                    amounts
                    calculated using the same effective tax rate as the consolidated
                    effective
                    tax rate for the same period, shall be excluded (except to the
                    extent
                    included pursuant to clause (1) above);


                


        

         

        
          	
                   

                	
                  (3)

                	
                  the
                    Net Income of any Restricted Subsidiary shall 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 equity holders, unless such restriction with
                    respect to
                    the payment of dividends or similar distributions has been legally
                    waived;
                    provided that, to the extent not previously included in Consolidated
                    Net
                    Income, Consolidated Net Income of such Person shall be increased
                    by the
                    amount of dividends or distributions or other payments that are
                    actually
                    paid in cash (or to the extent converted into cash) to such Person
                    or a
                    Restricted Subsidiary thereof (subject to the provisions of this
                    clause
                    (3)) in respect of such period; 

                


        

         

        
          	
                   

                	
                  (4)

                	
                  the
                    Net Income of any Person acquired during the specified period
                    for any
                    period prior to the date of such acquisition shall be excluded;
                    

                


        

         

        
          	
                   

                	
                  (5)

                	
                  the
                    cumulative effect of a change in accounting principles shall
                    be excluded;
                    

                


        

         

        
          	
                   

                	
                  (6)

                	
                  restructuring
                    charges related to actions taken prior to July 1, 2005, together
                    with the
                    related provision for taxes on such charges calculated using
                    the same
                    effective tax rate as the consolidated effective tax rate for
                    the same
                    period, shall be excluded; 

                


        

         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (7)

                	
                  non-cash
                    compensation charges, including any such charges arising from
                    stock
                    options, restricted stock grants or other equity-incentive programs,
                    shall
                    be excluded; and 

                


        

         

        
          	
                   

                	
                  (8)

                	
                  unrealized
                    gains and losses from Hedging Obligations that do not constitute
                    Indebtedness shall be excluded. 

                


        

         

        “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 2015 Notes Issue Date;
                    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 at the time of such nomination or election.
                    

                


        

         

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

         

        “Credit
          Agreement” means that
          certain Amended and Restated Credit Agreement, dated as of June 28, 2006,
          by and
          among the Company, as borrower, the lenders from time to time party thereto
          and
          Wachovia Bank, National Association, as Administrative Agent and Collateral
          Agent, providing for up to $200 million of revolving credit borrowings,
          including any related letters of credit, notes, Guarantees, collateral
          documents, instruments and agreements executed in connection therewith,
          and in
          each case as amended, restated, modified, renewed, refunded, replaced or
          refinanced from time to time by one or more credit facilities, in which
          case,
          the credit agreement or similar agreement together with all other documents
          and
          instruments related shall constitute the “Credit Agreement,” whether with the
          same or new agents and lenders.

         

        “Credit
          Facilities” means, one
          or more debt facilities (including, without limitation, the Credit Agreement
          (and any hedging arrangements with the lenders thereunder or Affiliates
          of such
          lenders, secured by the collateral securing the Company’s Obligations under the
          Credit Agreement), commercial paper facilities, fiscal agency agreements
          or
          indentures, in each case with banks or other institutional lenders or a
          trustee,
          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),
          letters
          of credit or issuance of notes, bonds, debentures or other evidences of
          Indebtedness, in each case as amended, restated, modified, renewed, refunded,
          replaced or refinanced in whole or in part from time to time by one or
          more of
          such facilities or forms of Indebtedness.

         

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

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        “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 2.07 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 2.04 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.

         

        “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 thereof), 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 thereof, in whole or in part, on
          or prior
          to the date that is one year after the date on which the Notes mature.
          Notwithstanding the preceding sentence, any Capital Stock that would constitute
          Disqualified Stock solely because the holders thereof have the right to
          require
          the Company to repurchase such Capital Stock upon the occurrence of a change
          of
          control or an asset sale shall not constitute Disqualified Stock
          if:

         

        
          	
                   

                	
                  (1)

                	
                  the
                    “asset sale” or “change of control” provisions applicable to such Capital
                    Stock are not more favorable to the holders of such Capital Stock
                    than the
                    terms applicable to the Notes and described in Sections 4.10
                    and 4.14; and
                    

                


        

         

        
          	
                   

                	
                  (2)

                	
                  any
                    such requirement only becomes operative after compliance with
                    such terms
                    applicable to the Notes, including the purchase of any Notes
                    tendered
                    pursuant thereto. 

                


        

         

        The
          term “Disqualified Stock” shall
          also include any options, warrants or other rights that are convertible
          into
          Disqualified Stock or that are redeemable at the option of the holder,
          or
          required to be redeemed, prior to the date that is one year after the date
          on
          which the Notes mature. 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 the Indenture;
provided, however,
          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
          Subsidiary of the Company that was formed under the laws of the United
          States or
          any state thereof or the District of Columbia.

         

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        “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) of any Person.

         

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

         

        “Exchange
          Notes” means the
          Notes issued in the Registered Exchange Offer in accordance with subsection
          2.07(f) hereof.

         

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

         

        “Existing
          Indebtedness” means
          Indebtedness of the Company and its Subsidiaries (other than Indebtedness
          under
          the Credit Agreement) in existence on the date of this Indenture (including,
          without limitation, the 2015 Notes).

         

        “Euroclear”
means
          the Euroclear
          Clearance System and any successor thereto.

         

        “Fair
          Market Value” means the
          price that would be paid in an arm’s-length transaction between an informed and
          willing seller under no compulsion to sell and an informed and willing
          buyer
          under no compulsion to buy, as determined in good faith by the Company
          or, if
          such amount exceeds $20.0 million, by the Board of Directors, whose
          determination shall be conclusive.

         

        “Finance
          Subsidiary” means (1)
          IKON Office Solutions Dublin Limited and IKON Capital PLC and (2) each
          other
          Subsidiary created or acquired after the 2015 Notes Issue Date the primary
          business of which is the leasing or other financing of products distributed
          by
          the Company and its Subsidiaries.

         

        “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
          or
          redeems any Indebtedness 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 shall be calculated
          giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
          repurchase or redemption of Indebtedness, or such issuance, repurchase
          or
          redemption of preferred stock, and the use of the proceeds therefrom as
          if the
          same had occurred at the beginning of the applicable four-quarter reference
          period.

         

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

         

        
          	
                   

                	
                  (1)

                	
                  acquisitions
                    and dispositions of business entities or property and assets
                    constituting
                    a division or line of business of any Person and Investments
                    that have
                    been made by the specified Person or any of its Restricted Subsidiaries,
                    including through mergers or consolidations and including any
                    related
                    financing transactions, during the four-quarter reference period
                    or
                    subsequent to such reference period and on or prior to the Calculation
                    Date shall be given pro forma effect as if they had occurred
                    on the first
                    day of the four-quarter reference period and Consolidated Cash
                    Flow for
                    such reference period shall be calculated on a pro forma basis
                    in
                    accordance with Regulation S-X under the Securities Act;
                    

                


        

         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    Consolidated Cash Flow attributable to discontinued operations,
                    as
                    determined in accordance with GAAP, shall be excluded;
                    

                


        

         

        
          	
                   

                	
                  (3)

                	
                  the
                    Fixed Charges attributable to discontinued operations, as determined
                    in
                    accordance with GAAP, shall 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 Subsidiaries following the
                    Calculation
                    Date; and 

                


        

         

        
          	
                   

                	
                  (4)

                	
                  consolidated
                    interest expense attributable to interest on any Indebtedness
                    (whether
                    existing or being incurred) computed on a pro forma basis and
                    bearing a
                    floating interest rate shall be computed as if the rate in effect
                    on the
                    Calculation Date (taking into account any interest rate option,
                    swap, cap
                    or similar agreement applicable to such Indebtedness if such
                    agreement has
                    a remaining term in excess of 12 months or, if shorter, at least
                    equal to
                    the remaining term of such Indebtedness) had been the applicable
                    rate for
                    the entire period. 

                


        

         

        For
          purposes of making the computation
          referred to above, interest on any Indebtedness under a revolving credit
          facility computed on a pro
          forma basis shall be computed based upon the average daily balance of
          such Indebtedness during the applicable period.

         

        “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 of the effect of all payments made or received pursuant
                    to
                    interest rate Hedging Obligations; plus

                


        

         

        
          	
                   

                	
                  (2)

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

                


        

         

        
          	
                   

                	
                  (3)

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

                


        

         

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (4)

                	
                  the
                    product of (a) all dividends, whether paid or accrued and whether
                    or not
                    in cash, on any series of Disqualified Stock or 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, on a consolidated basis and in accordance with GAAP;
                    

                


        

         

        provided
that
          in no event
          shall interest expense reflected on the “finance interest expense” line on the
          Company’s consolidated statement of income be included within Fixed
          Charges.

         

        “Foreign
          Subsidiary” means any
          Subsidiary 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, the opinions and pronouncements of the Public Company Accounting
          Oversight Board and in the 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 clause (2) of subsection 2.07(g) 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, substantially in the form of Exhibit A hereto,
          issued in accordance with Section 2.01, subsection 2.07(b), 2.07(d) or
          2.07(f)
          of this Indenture.

         

        “Government
          Securities” means
          securities that are direct obligations of the United States of America
          for the
          timely payment of which its full faith and credit is pledged.

         

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

         

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

         

        
          	
                   

                	
                  (1)

                	
                  interest
                    rate swap agreements, interest rate cap agreements, interest
                    rate collar
                    agreements and other agreements or arrangements designed to protect
                    such
                    Person against fluctuations in interest rates;


                


        

         

        
          	
                   

                	
                  (2)

                	
                  commodity
                    swap agreements, commodity option agreements, forward contracts
                    and other
                    agreements or arrangements designed to protect such Person against
                    fluctuations in commodity prices; and


                


        

         

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (3)

                	
                  foreign
                    exchange contracts, currency swap agreements and other agreements
                    or
                    arrangements designed to protect such Person against fluctuations
                    in
                    foreign currency exchange rates. 

                


        

         

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

         

        “incur”
means,
          with respect to
          any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise
          become
          directly or indirectly liable for or with respect to, or become responsible
          for,
          the payment of, contingently or otherwise, such Indebtedness; provided that (1) any
          Indebtedness of a Person existing at the time such Person becomes a Restricted
          Subsidiary of the Company will be deemed to be incurred by such Restricted
          Subsidiary at the time it becomes a Restricted Subsidiary of the Company
          and (2)
          neither the accrual of interest nor the accretion of original issue discount
          nor
          the payment of interest in the form of additional Indebtedness (to the
          extent
          provided for when the Indebtedness on which such interest is paid was originally
          issued) shall be considered an incurrence of Indebtedness.

         

        “Indebtedness”
means,
          with
          respect to any specified Person (without duplication):

         

        
          	
                   

                	
                  (1)

                	
                  any
                    indebtedness of such Person, whether or not contingent, other
                    than
                    indebtedness supporting finance contracts and unsold residual
                    value that
                    is non-recourse to, and is not otherwise guaranteed by (other
                    than
                    performance Guarantees not involving a monetary obligation in
                    connection
                    with such indebtedness), the Company or any other Restricted
                    Subsidiary
                    thereof, 

                


        

         

        
          	
                   

                	
                  (a)

                	
                  in
                    respect of borrowed money; 

                


        

         

        
          	
                   

                	
                  (b)

                	
                  evidenced
                    by bonds, notes, debentures or similar instruments or letters
                    of credit
                    (or reimbursement agreements in respect thereof), but excluding
                    obligations with respect to letters of credit (including trade
                    letters of
                    credit) securing obligations described in clause (e) below entered
                    into in
                    the ordinary course of business of such Person to the extent
                    such letters
                    of credit are not drawn upon or, if drawn upon, to the extent
                    such drawing
                    is reimbursed no later than the third business day following
                    receipt by
                    such Person of a demand for reimbursement;


                


        

         

        
          	
                   

                	
                  (c)

                	
                  representing
                    banker’s acceptances; 

                


        

         

        
          	
                   

                	
                  (d)

                	
                  in
                    respect of Hedging Obligations, other than Hedging Obligations
                    that are
                    incurred for the purpose of protecting the Company or any of
                    its
                    Restricted Subsidiaries against fluctuations in interest rates,
                    commodity
                    prices or foreign currency exchange rates, and not for speculative
                    purposes, and that do not increase the Indebtedness of the obligor
                    outstanding at any time other than as a result of fluctuations
                    in interest
                    rates, commodity prices or foreign currency exchange rates or
                    by reason of
                    fees, indemnities and compensation payable thereunder; or
                    

                


        

         

        
          	
                   

                	
                  (e)

                	
                  representing
                    the balance deferred and unpaid of the purchase price of any
                    property
                    which purchase price is due more than six months after the date
                    of placing
                    such property in service or taking delivery and title thereto
                    or the
                    completion of such services, except any such balance that constitutes
                    an
                    accrued expense or trade payable; 

                


        

         

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (2)

                	
                  Capital
                    Lease Obligations and Attributable Debt; and


                


        

         

        
          	
                   

                	
                  (3)

                	
                  Disqualified
                    Stock. 

                


        

         

        In
          addition, the term “Indebtedness”
includes (x) 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), provided that
          the amount of such Indebtedness shall be the lesser of (A) the Fair Market
          Value
          of such asset at such date of determination and (B) the amount of such
          Indebtedness, and (y) to the extent not otherwise included, the Guarantee
          by the
          specified Person of any Indebtedness of any other Person.

         

        The
          amount of any Indebtedness
          outstanding as of any date shall be the outstanding balance at such date
          of all
          unconditional obligations as described above and, with respect to contingent
          obligations, the maximum liability upon the occurrence of the contingency
          giving
          rise to the obligation, and shall be:

         

        
          	
                   

                	
                  (1)

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

                


        

         

        
          	
                   

                	
                  (2)

                	
                  in
                    the case of a Hedging Obligation that constitutes Indebtedness
                    shall be
                    equal to the notional amount of such Hedging Obligation;
                    

                


        

         

        provided
that
          the obligation
          to repay money borrowed and set aside at the time of the incurrence of
          any
          Indebtedness in order to pre-fund the payment of the interest on such
          Indebtedness shall be deemed not to be “Indebtedness” so long as such money is
          held to secure the payment of such interest.

         

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

         

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

         

        “Initial
          Purchaser” means
          Wachovia Capital Markets, LLC.

         

        “Institutional
          Accredited
          Investor” means an institution that is an “accredited investor” as
          defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who
          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 or other extensions
          of credit (including Guarantees and other arrangements, but excluding advances
          to customers or suppliers in the ordinary course of business that are,
          in
          conformity with GAAP, recorded as accounts receivable, prepaid expenses
          or
          deposits on the balance sheet of the Company or its Restricted Subsidiaries
          and
          endorsements for collection or deposit arising in the ordinary course of
          business), advances (excluding commission, payroll, travel and similar
          advances
          to officers and employees made consistent with past practices), capital
          contributions (by means of any transfer of cash or other property to others
          or
          any payment for property or services for the account or use of others),
          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.

         

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        If
          the Company or any Restricted
          Subsidiary of the Company sells or otherwise disposes of any Equity Interests
          of
          any direct or indirect Restricted 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 shall be deemed to have made an
          Investment on the date of any such sale or disposition equal to the portion
          (proportionate to the Company’s equity interest in such Subsidiary) of the Fair
          Market Value of the net assets of such former Restricted Subsidiary at
          the time
          of such sale or other disposition.

         

        “Issue
          Date” means December 20,
          2007.

         

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

         

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

         

        “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 Registered
          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. An Operating Lease shall not
          constitute a Lien on the assets subject thereto.

         

        “Moody’s”
means
          Moody’s
          Investor Services, Inc. or any successor rating agency.

         

        “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 outside
                    the
                    ordinary course of business of such Person or its Restricted
                    Subsidiaries;
                    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
                    

                


        

         

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (2)

                	
                  any
                    extraordinary gain or loss of such Person or its Restricted Subsidiaries,
                    together with any related provision for taxes on such extraordinary
                    gain
                    (or loss). 

                


        

         

        “Net
          Leverage Ratio” means, for
          any person as of any date (the “Leverage Calculation Date”), the ratio of (i) an
          amount equal to (a) Indebtedness of such Person and its Restricted Subsidiaries
          on the Leverage Calculation Date less (b) the cash and marketable securities
          of
          such person and its Restricted Subsidiaries on the Leverage Calculation
          Date,
          determined on a pro forma basis, to (ii) the Consolidated Cash Flow of
          such
          Person for such Person’s four most recently ended fiscal quarters for which
          financial statements are available. For purposes of calculating the Net
          Leverage
          Ratio, acquisitions and dispositions of business entities or property and
          assets
          constituting a division or line of business of any Person and Investments
          that
          have been made by the specified Person or any of its Restricted Subsidiaries,
          including through mergers or consolidations and including any related financing
          transactions, subsequent to the commencement of the period for which the
          Net
          Leverage Ratio is being calculated and on or prior to the Leverage Calculation
          Date during the four-quarter reference period or subsequent to such reference
          period and on or prior to the Leverage Calculation Date, shall be given
          pro
          forma effect as if they had occurred on the first day of the four-quarter
          reference period and Consolidated Cash Flow for such reference period shall
          be
          calculated on a pro forma basis in accordance with Regulation S-X under
          the
          Securities Act.

         

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

         

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

         

        “Notes”
means
          the Senior
          Unsecured Floating Rate Notes due 2012 of the Company issued on the date
          hereof
          and any Additional Notes, including any Exchange Notes. The Notes and the
          Additional Notes, if any, shall be treated as a single class for all purposes
          under this Indenture.

         

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

         

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

         

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        “Officers’
Certificate”
means
          a
          certificate signed on behalf of the Company by at least 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 this Indenture.

         

        “Operating
          Lease” means, as to
          any Person as determined in accordance with GAAP, any lease of property
          (whether
          real, personal or mixed) by such Person as lessee which is not a Capital
          Lease
          Obligation.

         

        “Opinion
          of Counsel” means an
          opinion from legal counsel who is reasonably acceptable to the Trustee
          (who may
          be counsel to or an employee of the Company) that meets the requirements
          of this
          Indenture.

         

        “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 (as defined in Section 2.01), shall include Euroclear and
          Clearstream).

         

        “Permitted
          Asset
          Securitization” means each Permitted Lease Receivable Securitization and
          each Permitted Trade Receivable Securitization.

         

        “Permitted
          Business” means any
          business conducted or proposed to be conducted (as described in the final
          offering memorandum dated September 16, 2005 relating to the offering of
          the
          2015 Notes) by the Company and its Restricted Subsidiaries on the 2015
          Notes
          Issue Date and other businesses reasonably related, complementary or ancillary
          thereto.

         

        “Permitted
          Investments”
means:

         

        
          	
                   

                	
                  (1)

                	
                  any
                    Investment in the Company or in a Restricted Subsidiary of the
                    Company;
                    

                


        

         

        
          	
                   

                	
                  (2)

                	
                  any
                    Investment in cash or 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; 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;
                    

                


        

         

        
          	
                   

                	
                  (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)

                	
                  Hedging
                    Obligations that do not constitute Indebtedness;
                    

                


        

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (6)

                	
                  Investments
                    in securities of trade creditors or customers received pursuant
                    to any
                    plan of reorganization or similar arrangement upon the bankruptcy
                    or
                    insolvency of such trade creditors or customers;
                    

                


        

         

        
          	
                   

                	
                  (7)

                	
                  stock,
                    obligations or securities received in settlement of debt or satisfaction
                    of judgments; 

                


        

         

        
          	
                   

                	
                  (8)

                	
                  commission,
                    payroll, travel, relocation and similar advances to officers
                    and employees
                    of the Company or any of its Restricted Subsidiaries that are
                    expected at
                    the time of such advance ultimately to be recorded as an expense
                    in
                    conformity with GAAP; 

                


        

         

        
          	
                   

                	
                  (9)

                	
                  any
                    Investment where such Investment was acquired by the Company
                    or any of its
                    Restricted Subsidiaries (a) in exchange for any other Investment
                    or
                    accounts receivable held by the Company or any such Restricted
                    Subsidiary
                    in connection with or as a result of a bankruptcy, workout, reorganization
                    or recapitalization of the issuer of such other Investment or
                    accounts
                    receivable or (b) as a result of a foreclosure by the Company
                    or any of
                    its Restricted Subsidiaries with respect to any secured Investment
                    or
                    other transfer of title with respect to any secured Investment
                    in default;
                    

                


        

         

        
          	
                   

                	
                  (10)

                	
                  any
                    Investment to the extent such Investment is made by the Company
                    or a
                    Restricted Subsidiary for consideration consisting only of Capital
                    Stock
                    (other than Disqualified Stock) of the Company;


                


        

         

        
          	
                   

                	
                  (11)

                	
                  any
                    Investment to the extent such Investment existed on the 2015
                    Notes Issue
                    Date and any Investment that replaces, refinances or refunds
                    such an
                    Investment, provided that the new Investment is in an amount
                    that does not
                    exceed the amount replaced, refinanced or refunded in the same
                    Person as
                    the Investment replaced, refinanced or refunded;
                    

                


        

         

        
          	
                   

                	
                  (12)

                	
                  Investments
                    in Finance Subsidiaries or any Subsidiary SPC used to effect
                    a Permitted
                    Asset Securitization in an amount which, when taken together
                    with all
                    other Investments made pursuant to this clause (12) and then
                    outstanding,
                    does not exceed (a) the greater of (i) £100.0 million and (ii) 15% of
                    Adjusted Consolidated Net Tangible Assets (calculated in dollars
                    and
                    converted into pounds sterling at the time of the proposed Investment)
                    in
                    the case of a Permitted Lease Receivable Securitization and (b)
                    the
                    greater of (i) $100.0 million and (ii) 10% of Adjusted Consolidated
                    Net
                    Tangible Assets in the case of a Permitted Trade Receivable
                    Securitization; and 

                


        

         

        
          	
                   

                	
                  (13)

                	
                  Investments
                    not otherwise permitted by this definition in an amount which,
                    when taken
                    together with all other Investments made pursuant to this clause
                    (13) and
                    then outstanding, does not exceed the greater of $25.0 million and 2.5% of
                    Adjusted Consolidated Net Tangible Assets.


                


        

         

        “Permitted
          Lease Receivable
          Securitization” means, with respect to the Company and its Subsidiaries,
          any pledge, sale, transfer, contribution, conveyance or other disposition
          of
          accounts, chattel paper or related rights (each as defined in the UCC)
          and
          associated collateral, lockbox and other collection accounts, records and/or
          proceeds relating to lease receivables of any Finance Subsidiary or Subsidiary
          SPC, which such sale, transfer, contribution, conveyance or other disposition
          is
          funded by the recipient of such assets in whole or in part by borrowings
          or the
          issuance of instruments or securities that are paid principally from the
          cash
          derived from such assets or interests in such assets; provided that the aggregate
          amount of gross proceeds available to the Company or any Subsidiary in
          connection with all such transactions shall not at any time exceed the
          greater
          of (i) £100.0 million and (ii) 15% of Adjusted Consolidated Net Tangible Assets
          (calculated in dollars and converted into pounds sterling at the time of
          the
          proposed Investment) and provided further that any
          such Permitted Lease Receivable Securitization shall be non-recourse to,
          and
          shall not otherwise be Guaranteed by (other than performance Guarantees
          not
          involving a monetary obligation in connection with such Permitted Lease
          Receivable Securitization) the Company or any other Restricted Subsidiary
          thereof.

         

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        “Permitted
          Liens”
means:

         

        
          	
                   

                	
                  (1)

                	
                  Liens
                    on the assets of the Company securing Obligations relating to
                    Indebtedness
                    incurred under subsection 4.09(b)(1);


                


        

         

        
          	
                   

                	
                  (2)

                	
                  Liens
                    on the assets of the Company securing Obligations relating to
                    Indebtedness
                    incurred in compliance with Section 4.09 other than clause (1),
                    (4) or
                    (11) of paragraph (b) thereof, provided that
                    the
                    aggregate principal amount of all Indebtedness secured by such
                    liens at
                    any time outstanding shall not exceed the greater of $25.0 million
                    and
                    2.5% of Adjusted Consolidated Net Tangible Assets;
                    

                


        

         

        
          	
                   

                	
                  (3)

                	
                  Liens
                    securing the Notes or any Guarantee of the Notes;
                    

                


        

         

        
          	
                   

                	
                  (4)

                	
                  Liens
                    in favor of the Company or any Restricted Subsidiary of the Company;
                    

                


        

         

        
          	
                   

                	
                  (5)

                	
                  Liens
                    on property of a Person existing at the time such Person is merged
                    with or
                    into or consolidated with the Company or any Restricted 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 such
                    Restricted Subsidiary; 

                


        

         

        
          	
                   

                	
                  (6)

                	
                  Liens
                    on property existing at the time of acquisition thereof by the
                    Company or
                    any Restricted Subsidiary of the Company, provided that such
                    Liens were in
                    existence prior to the contemplation of such acquisition and
                    do not extend
                    to any property other than the property so acquired by the Company
                    or such
                    Restricted Subsidiary; 

                


        

         

        
          	
                   

                	
                  (7)

                	
                  Liens
                    existing on the date of this Indenture;


                


        

         

        
          	
                   

                	
                  (8)

                	
                  Liens
                    to secure Obligations relating to Indebtedness (including Capital
                    Lease
                    Obligations) permitted by subsection 4.09(b)(4); provided, however,
                    that any such
                    Lien may not extend to any property or assets of the Company
                    or any
                    Restricted Subsidiary of the Company other than the property
                    or assets
                    purchased, leased, constructed or approved with the proceeds
                    of such
                    Indebtedness and any improvements or accessions thereto;
                    

                


        

         

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (9)

                	
                  statutory
                    and common law Liens of landlords and carriers, warehousemen,
                    mechanics,
                    suppliers, materialmen, repairmen or other similar Liens arising
                    in the
                    ordinary course of business and with respect to amounts not yet
                    delinquent
                    or being contested in good faith by appropriate legal proceedings
                    promptly
                    instituted and diligently conducted and for which a reserve or
                    other
                    appropriate provision, if any, as shall be required in conformity
                    with
                    GAAP shall have been made; 

                


        

         

        
          	
                   

                	
                  (10)

                	
                  Liens
                    on cash or Cash Equivalents (a) securing Hedging Obligations
                    of the
                    Company or any of its Restricted Subsidiaries, which are incurred
                    for the
                    purpose of fixing, hedging or swapping interest rate, commodity
                    price or
                    foreign currency exchange rate risk (or to reverse or amend any
                    such
                    agreements previously made for such purposes), and not for speculative
                    purposes, or (b) securing letters of credit that support such
                    Hedging
                    Obligations; 

                


        

         

        
          	
                   

                	
                  (11)

                	
                  Liens
                    incurred or deposits made in the ordinary course of business
                    in connection
                    with worker’s compensation, unemployment insurance or other social
                    security obligations; 

                


        

         

        
          	
                   

                	
                  (12)

                	
                  Liens,
                    deposits or pledges to secure the performance of bids, tenders,
                    contracts
                    (other than contracts for the payment of Indebtedness), leases,
                    or other
                    similar obligations arising in the ordinary course of business;
                    

                


        

         

        
          	
                   

                	
                  (13)

                	
                  survey
                    exceptions, encumbrances, easements or reservations of, or rights
                    of
                    others for, rights of way, zoning or other restrictions as to
                    the use of
                    properties, and defects in title which, in the case of any of
                    the
                    foregoing, were not incurred or created to secure the payment
                    of
                    Indebtedness, and which in the aggregate do not materially adversely
                    affect the value of such properties or materially impair the
                    use for the
                    purposes of which such properties are held by the Company or
                    any of its
                    Restricted Subsidiaries; 

                


        

         

        
          	
                   

                	
                  (14)

                	
                  judgment
                    and attachment Liens not giving rise to an Event of Default and
                    notices of
                    lis pendens and associated rights related to litigation being
                    contested in
                    good faith by appropriate proceedings and for which adequate
                    reserves have
                    been made; 

                


        

         

        
          	
                   

                	
                  (15)

                	
                  Liens,
                    deposits or pledges to secure public or statutory obligations,
                    surety,
                    stay, appeal, indemnity, performance or other similar bonds or
                    obligations; and Liens, deposits or pledges in lieu of such bonds
                    or
                    obligations, or to secure such bonds or obligations, or to secure
                    letters
                    of credit in lieu of or supporting the payment of such bonds
                    or
                    obligations; 

                


        

         

        
          	
                   

                	
                  (16)

                	
                  Liens
                    in favor of collecting or payor banks having a right of setoff,
                    revocation, refund or chargeback with respect to money or instruments
                    of
                    the Company or any of its Subsidiaries on deposit with or in
                    possession of
                    such bank; 

                


        

         

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (17)

                	
                  any
                    interest or title of a lessor, licensor or sublicensor in the
                    property
                    subject to any lease, license or sublicense (other than any property
                    that
                    is the subject of a Sale and Leaseback Transaction);
                    

                


        

         

        
          	
                   

                	
                  (18)

                	
                  Liens
                    for taxes, assessments and governmental charges not yet delinquent
                    or
                    being contested in good faith and for which adequate reserves
                    have been
                    established to the extent required by GAAP;


                


        

         

        
          	
                   

                	
                  (19)

                	
                  Liens
                    arising from precautionary UCC financing statements regarding
                    operating
                    leases or consignments; 

                


        

         

        
          	
                   

                	
                  (20)

                	
                  Liens
                    of franchisors in the ordinary course of business not securing
                    Indebtedness; 

                


        

         

        
          	
                   

                	
                  (21)

                	
                  Liens
                    on trade receivables of the Company or assets of Finance Subsidiaries
                    or
                    Subsidiary SPCs arising pursuant to a Permitted Asset Securitization
                    (which Liens shall be limited to accounts, including lease receivables,
                    and chattel paper therein), in an amount at any time outstanding
                    not to
                    exceed (a) the greater of (i) £100.0 million and (ii) 15% of Adjusted
                    Consolidated Net Tangible Assets (calculated in dollars and converted
                    into
                    pounds sterling at the time of the proposed Investment) in the
                    case of a
                    Permitted Lease Receivable Securitization and (b) the greater
                    of (i)
                    $100.0 million and (ii) 10% of Adjusted Consolidated Net Tangible
                    Assets
                    in the case of a Permitted Trade Receivable Securitization;
                    

                


        

         

        
          	
                   

                	
                  (22)

                	
                  Liens
                    on the assets of Foreign Subsidiaries securing Indebtedness incurred
                    under
                    subsection 4.09(b)(11); 

                


        

         

        
          	
                   

                	
                  (23)

                	
                  Liens
                    on the property or assets of the Company or any Restricted Subsidiary
                    of
                    the Company to secure any Obligations incurred in refinancing,
                    in whole or
                    in part, any Indebtedness secured by Liens referred to in clause
                    (3), (5),
                    (6) or (7) above; provided, however,
                    that any such
                    Lien shall be limited to all or part of the same property or
                    assets that
                    secured the original Lien (together with improvements and accessions
                    to
                    such property or assets) and the aggregate principal amount of
                    Indebtedness that is secured by such Lien shall not be increased
                    to any
                    amount greater than the sum of: 

                


        

         

        
          	
                   

                	
                  (a)

                	
                  the
                    outstanding principal amount, or, if greater, the committed amount,
                    of the
                    Indebtedness secured by Liens described under clause (3), (5),
                    (6) or (7)
                    above, as the case may be, at the time the original Lien became
                    a
                    Permitted Lien under this Indenture, and


                


        

         

        
          	
                   

                	
                  (b)

                	
                  an
                    amount necessary to pay any fees and expenses, including premiums
                    and
                    defeasance costs, incurred by the Company or such Restricted
                    Subsidiary in
                    connection with such refinancing; 

                


        

         

        
          	
                   

                	
                  (24)

                	
                  Liens
                    securing Obligations relating to Indebtedness of the Company
                    or its
                    Subsidiaries relating to Rental Pool Capital Expenditures in
                    an aggregate
                    amount at any time outstanding not to exceed the greater of (a)
                    $100.0
                    million and (b) 40% of the sum of the “Property and Equipment, net” and
                    “Equipment on operating leases, net of accumulated depreciation” line
                    items on the Company’s balance sheet for the most recently ended fiscal
                    quarter; and 

                


        

         

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (25)

                	
                  Liens
                    on lease receivables, financing contracts and related assets
                    securing
                    Obligations of the Company and its Restricted Subsidiaries pursuant
                    to the
                    Amended and Restated Program Agreement dated April 1, 2006 between
                    the
                    Company and General Electric Capital Corporation, including the
                    Canadian
                    Rider dated June 30, 2004, as the same may be amended, supplemented,
                    extended or replaced from time to time.


                


        

         

        “Permitted
          Refinancing
          Indebtedness” means any Indebtedness of the Company or any of its
          Restricted Subsidiaries issued in exchange for, or the net proceeds of
          which are
          used to extend, refinance, renew, replace, defease or refund other Indebtedness
          of the Company or any of its Restricted Subsidiaries; 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 so extended, refinanced,
                    renewed, replaced, defeased or refunded (plus all accrued interest
                    thereon
                    and the amount of any premium and defeasance costs necessary
                    to accomplish
                    such refinancing and such reasonable expenses incurred in connection
                    therewith); 

                


        

         

        
          	
                   

                	
                  (2)

                	
                  such
                    Permitted Refinancing Indebtedness has a final maturity date
                    no earlier
                    than the final maturity date of, and has a Weighted Average Life
                    to
                    Maturity equal to or greater than the Weighted Average Life to
                    Maturity
                    of, the Indebtedness being extended, refinanced, renewed, replaced,
                    defeased or refunded; 

                


        

         

        
          	
                   

                	
                  (3)

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

                


        

         

        
          	
                   

                	
                  (4)

                	
                  if
                    the Indebtedness being extended, refinanced, renewed, replaced,
                    defeased
                    or refunded is pari
                    passu in right of payment to the Notes, such Permitted Refinancing
                    Indebtedness is pari
                    passu with, or subordinated in right of payment to, the Notes;
                    and
                    

                


        

         

        
          	
                   

                	
                  (5)

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

                


        

         

        “Permitted
          Trade Receivable
          Securitization” means, with respect to the Company and its Subsidiaries,
          any pledge, sale, transfer, contribution, conveyance or other disposition
          of
          accounts, chattel paper or related rights (each as defined in the UCC)
          and
          associated collateral, lockbox and other collection accounts, records and/or
          proceeds relating to trade receivables of the Company and its Subsidiaries,
          directly or indirectly through a Subsidiary SPC, which such sale, transfer,
          contribution, conveyance or other disposition is funded by the recipient
          of such
          assets in whole or in part by borrowings or the issuance of instruments
          or
          securities that are paid principally from the cash derived from such assets
          or
          interests in such assets; provided that the aggregate
          amount of gross proceeds available to the Company or any Subsidiary in
          connection with all such transactions shall not at any time exceed the
          greater
          of (i) $100.0 million and (ii) 10% of Adjusted Consolidated Net Tangible
          Assets
          and provided further
that any such
          Permitted Trade Receivable Securitization shall be
          non-recourse to, and shall not otherwise be Guaranteed by (other than
          performance Guarantees not involving a monetary obligation in connection
          with
          such Permitted Trade Receivable Securitization) the Company or any other
          Restricted Subsidiary thereof.

         

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

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

         

        “PORTAL”
means
          the Private
          Offering Resale and Trading through Automatic Linkage Market operated by
          the
          National Association of Securities Dealers, Inc. or any successor
          thereto.

         

        “Preferred
          Stock” means, with
          respect to any Person, any Capital Stock of such Person that has preferential
          rights to any other Capital Stock of such Person with respect to dividends
          or
          redemptions upon liquidation.

         

        “Private
          Placement Legend”
means the legend set forth in clause (1) of subsection 2.07(g) 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.

         

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

         

        “Registration
          Rights Agreement”
means (1) with respect to the Notes issued on the date of this Indenture,
          the
          Registration Rights Agreement, to be dated the date of this Indenture,
          between
          the Company and Wachovia Capital Markets, LLC and (2) with respect to any
          Additional Notes, any registration rights agreement between the Company
          and the
          other parties thereto relating to the registration by the Company of such
          Additional Notes under the Securities Act.

         

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

         

        “Regulation
          S Global Note”
means a Legended Regulation S Global Note or an Unlegended Regulation
          S Global
          Note, as appropriate.

         

        “Rental
          Pool Capital
          Expenditures” means, with respect to the Company and its Subsidiaries for
          any period, all expenditures made in connection with the acquisition,
          replacement or repair of any equipment that will be revenue producing and
          rented
          or leased to customers of such Persons.

         

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        “Replacement
          Assets” means (1)
          assets (other than cash, Cash Equivalents or securities) that will be used
          or
          useful in a Permitted Business or (2) substantially all the assets of a
          Permitted Business or a majority of the Voting Stock of any Person engaged
          in a
          Permitted Business that will become on the date of acquisition thereof
          a
          Restricted Subsidiary or (3) Capital Stock constituting a minority interest
          in a
          Restricted Subsidiary.

         

        “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.

         

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

         

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

         

        “Restricted
          Period” means the
          40-day distribution compliance period as such term is used in Rule 903(b)(2)
          of
          Regulation S.

         

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

         

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

         

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

         

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

         

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

         

        “S&P”
means
          Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any
          successor rating agency.

         

        “Sale
          and Leaseback
          Transaction” means, with respect to any Person, any transaction involving
          any of the assets or properties of such Person whether now owned or hereafter
          acquired (other than transient ownership of equipment to be subject to
          an
          Operating Lease after its acquisition), whereby such Person sells or transfers
          such assets or properties and then or thereafter leases such assets or
          properties or any part thereof or any other assets or properties which
          such
          Person intends to use for substantially the same purpose or purposes as
          the
          assets or properties sold or transferred.

         

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

         

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

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

         

        “Significant
          Subsidiary” means
          any Subsidiary that would constitute a “significant subsidiary” within the
          meaning of Article 1 of Regulation S-X of the Securities Act.

         

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

         

        “Subordinated
          Indebtedness”
means Indebtedness of the Company that is subordinate or junior
          in right of
          payment to the 2015 Notes or the Notes, in either case, pursuant to a written
          agreement to that effect.

         

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

         

        
          	
                   

                	
                  (1)

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


                


        

         

        “Subsidiary
          Guarantee” means
          the Guarantee by any Subsidiary Guarantor of the Company’s payment obligations
          under the Notes.

         

        “Subsidiary
          Guarantors” means
          each Subsidiary that executes a Guarantee in accordance with the provisions
          of
          this Indenture, and their respective successors and assigns until released
          from
          their obligations under their Guarantees and the Indenture in accordance
          with
          the terms of the Indenture.

         

        “Subsidiary
          SPC” means each
          Subsidiary organized as a special purpose entity solely (1) to acquire
          accounts,
          chattel paper or related rights from the Company or its Subsidiaries pursuant
          to
          one or more Permitted Asset Securitizations, and (2) to sell, convey, pledge
          or
          otherwise transfer such assets, any interests therein and any assets related
          thereto, to one or more trusts, partnerships, corporations or other entities
          under such Permitted Asset Securitizations.

         

        “TIA”
means
          the Trust Indenture
          Act of 1939, as in effect on the date on which this Indenture is qualified
          under
          the TIA.

         

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        “Trustee”
means
          The Bank of New
          York, until a successor replaces it in accordance with the applicable provisions
          of this Indenture and thereafter means the successor serving
          hereunder.

         

        “UCC”
means
          the Uniform
          Commercial Code as in effect in the State of New York, as amended or modified
          from time to time.

         

        “Unlegended
          Regulation S Global
          Note” means a Global Note in the form of Exhibit
          A hereto
          bearing the Global Note Legend, deposited with or on behalf of and registered
          in
          the name of the Depositary or its nominee and issued following expiration
          of the
          Restricted Period.

         

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

         

        “Unrestricted
          Global Note”
means a permanent Global Note substantially in the form of Exhibit
          A attached
          hereto that bears the Global Note Legend and that has the “Schedule of Exchanges
          of Interests in the Global Note” attached thereto, and that is deposited with or
          on behalf of and registered in the name of the Depositary, representing
          a series
          of Notes, and that does not 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 Board Resolution
          in
          compliance with Section 4.16, and any Subsidiary of such
          Subsidiary.

         

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

         

        “Voting
          Stock” of any Person as
          of any date means the Capital Stock of such Person that is at the time
          entitled
          to vote in the election of the Board of Directors 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
                    thereof, by (b) the number of years (calculated to the nearest
                    one-twelfth) that will elapse between such date and the making
                    of such
                    payment; by 

                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    then outstanding principal amount of such Indebtedness.
                    

                


        

         

        “Wholly
          Owned Restricted
          Subsidiary” of any specified Person means a Restricted Subsidiary of such
          Person all of the outstanding Capital Stock or other ownership interests
          of
          which (other than directors’ qualifying shares or Investments by foreign
          nationals mandated by applicable law) shall at the time be owned by such
          Person
          or by one or more Wholly Owned Restricted Subsidiaries of such
          Person.

         

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        
          Section
            1.02    Other
            Definitions.

        

         

        
          	
                  Term

                	 	
                  Defined
                    in Section

                
	
                  “Act”

                	 	 	11.14	 
	
                  “Affiliate
                    Transaction”

                	 	 	4.11	 
	
                  “Asset
                    Sale Offer”

                	 	 	4.10	 
	
                  “Authentication
                    Order”

                	 	 	2.02	 
	
                  “Change
                    of Control Offer”

                	 	 	4.14	 
	
                  “Change
                    of Control Payment”

                	 	 	4.14	 
	
                  “Change
                    of Control Payment Date”

                	 	 	4.14	 
	
                  “Covenant
                    Defeasance”

                	 	 	8.03	 
	
                  “DTC”

                	 	 	2.01	 
	
                  “Event
                    of Default”

                	 	 	6.01	 
	
                  “Excess
                    Proceeds”

                	 	 	4.10	 
	
                  “Legal
                    Defeasance”

                	 	 	8.02	 
	
                  “Offer
                    Amount”

                	 	 	3.08	 
	
                  “Offer
                    Period”

                	 	 	3.08	 
	
                  “Paying
                    Agent”

                	 	 	2.04	 
	
                  “Permitted
                    Debt”

                	 	 	4.09	 
	
                  “Purchase
                    Date”

                	 	 	3.08	 
	
                  “Registrar”

                	 	 	2.04	 
	
                  “Related
                    Proceedings”

                	 	 	11.09	 
	
                  “Repurchase
                    Offer”

                	 	 	3.08	 
	
                  “Restricted
                    Payments”

                	 	 	4.07	 
	
                  “Specified
                    Courts”

                	 	 	11.09	 
	 	 	 	 	 


        

         

        Section
          1.03    Incorporation
          by Reference of Trust Indenture
          Act.

         

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

         

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

         

        “indenture
          securities” means
          the Notes;

         

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

         

        “indenture
          to be qualified”
means this Indenture;

         

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

         

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

         

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

         

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        Section
          1.04    Rules
          of Construction. Unless the
          context otherwise requires:

         

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

         

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

         

                   
          (c)             “or” is
          not exclusive;

         

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

         

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

         

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

         

        ARTICLE
          TWO 

         

        THE
          NOTES

         

        Section
          2.01    Form
          and Dating.

         

                   
          (a)             General. The Notes and
          the
          Trustee’s certificate of authentication shall be substantially in the form of
Exhibit A
          hereto. The Notes may have notations, legends or endorsements required
          by law,
          stock exchange rule or usage. Each Note shall be dated the date of its
          authentication. The Notes shall be issued in registered, global form without
          interest coupons in minimum denominations of $1,000 and integral multiples
          of
          $1,000 in excess thereof.

         

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

         

                   
          (b)             Global Notes. Notes issued
          in
          global form shall be substantially in the form of Exhibit A attached
          hereto (and shall include the Global Note Legend thereon and the “Schedule of
          Exchanges of Interests in the Global Note” attached thereto). Notes issued in
          definitive form shall be substantially in the form of Exhibit A attached
          hereto (but without the Global Note Legend thereon and without the “Schedule of
          Exchanges of Interests in the Global Note” attached thereto). Each Global Note
          represents such of the outstanding Notes as shall 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 shall
          be
          made by the Trustee or, if the Custodian and the Trustee are not the same
          Person, by the Custodian at the direction of the Trustee, in accordance
          with
          instructions given by the Holder thereof as required by Section 2.07
          hereof.  Any Global Note may be endorsed with or have incorporated in
          the text thereof such legends or recitals or changes not inconsistent with
          the
          provisions of this Indenture as may be required by the Trustee, the Depositary
          or by the National Association of Securities Dealers, Inc. in order for
          the
          Notes to be tradable on PORTAL or tradable on Euroclear or Clearstream
          or as may
          be required for the Notes to be tradable on any other market developed
          for
          trading of securities pursuant to Rule 144A or Regulation S under the
          Securities Act or required to comply with any applicable law or any regulation
          thereunder or with the rules and regulations of any securities exchange
          or
          automated quotation system upon which the Notes may be listed or traded
          or to
          conform with any usage with respect thereto, or to indicate any special
          limitations or restrictions to which any particular Notes are
          subject.

         

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

                   
          (c)             Regulation S Global
          Notes.
          Notes offered and sold in reliance on Regulation S shall be issued initially
          in
          the form of the Legended Regulation S Global Note, which shall be deposited
          on
          behalf of the purchasers of the Notes represented thereby with the Trustee,
          as
          custodian for The Depository Trust Company (“DTC”) in New York,
          New York,
          and registered in the name of the Depositary or the nominee of the Depositary
          for the accounts of designated agents holding on behalf of Euroclear or
          Clearstream, duly executed by the Company and authenticated by the Trustee
          as
          hereinafter provided. Following the termination of the Restricted Period,
          beneficial interests in the Legended Regulation S Global Note may be exchanged
          for beneficial interests in Unlegended Regulation S Global Notes pursuant
          to
          Section 2.07 and the Applicable Procedures. Simultaneously with the
          authentication of Unlegended Regulation S Global Notes, the Trustee shall
          cancel
          the Legended Regulation S Global Note. The aggregate principal amount of
          the
          Regulation S Global Notes may from time to time be increased or decreased
          by
          adjustments made on the records of the Trustee and the Depositary or its
          nominee, as the case may be, in connection with transfers of interest as
          hereinafter provided.

         

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

         

        Section
          2.02    Execution
          and
          Authentication.

         

        At
          least one Officer of the Company
          shall 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
          shall nevertheless be valid.

         

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

         

        The
          aggregate principal amount of Notes
          which may be authenticated and delivered under this Indenture is
          unlimited.

         

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        The
          Company may, subject to Article
          Four of this Indenture and applicable law and such Additional Notes being
          fungible with the previously issued Notes for federal income tax purposes,
          issue
          Additional Notes under this Indenture, including Exchange Notes. The Notes
          issued on the Issue Date and any Additional Notes subsequently issued shall
          be
          treated as a single class for all purposes under this Indenture.

         

        The
          Trustee shall, upon a written order
          of the Company signed by two Officers of the Company (an “Authentication Order”),
          authenticate Notes for original issue on the date hereof of $150.0 million.
          At
          any time and from time to time after the execution of this Indenture, the
          Trustee shall, upon receipt of an Authentication Order, authenticate Notes
          for
          original issue in an aggregate principal amount specified in such Authentication
          Order. The Authentication Order shall specify the amount of Notes to be
          authenticated and the date on which the Notes are to be
          authenticated.

         

        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    Methods
          of Receiving Payments on the
          Notes.

         

        All
          payments on Notes shall be made at
          the office or agency of the Paying Agent and Registrar within the City
          and State
          of New York unless the Company elects to make interest payments by check
          mailed
          to the Holders at their addresses set forth in the register of
          Holders.

         

        Section
          2.04    Registrar
          and Paying
          Agent.

         

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

         

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

         

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

         

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        Section
          2.05    Paying
          Agent to Hold Money in
          Trust.

         

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

         

        Section
          2.06    Holder
          Lists.

         

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

         

        Section
          2.07    Transfer
          and Exchange.

         

                   
          (a)             Transfer and Exchange
          of Global
          Notes. A Global Note may not be transferred as a whole except by the
          Depositary to a nominee of the Depositary, by a nominee of the Depositary
          to the
          Depositary or to another nominee of the Depositary, or by the Depositary
          or any
          such nominee to a successor Depositary or a nominee of such successor
          Depositary. All Global Notes shall be exchanged by the Company for Definitive
          Notes if (1) the Company delivers to the Trustee notice from the Depositary
          that
          it is unwilling or unable to continue to act as Depositary or the Company
          becomes aware that DTC has ceased to be a clearing agency registered under
          the
          Exchange Act and, in either case, a successor Depositary is not appointed
          by the
          Company within 120 days after the date of such notice from the Depositary
          or the
          date the Company becomes aware of such circumstance; (2) the Company at
          its
          option notifies the Trustee in writing that it elects to exchange the Global
          Notes (in whole but not in part) for Definitive Notes; or (3) there shall
          have
          occurred and be continuing a Default or Event of Default with respect to
          the
          Notes. Upon the occurrence of any of the preceding events in clause (1),
          (2) or
          (3) immediately above, Definitive Notes shall be issued in such names as
          the
          Depositary shall instruct the Trustee. Global Notes also may be exchanged
          or
          replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof.
          Every Note authenticated and delivered in exchange for, or in lieu of,
          a Global
          Note or any portion thereof, pursuant to the applicable provisions of Section
          2.07 or Section 2.08 or 2.11 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 subsection 2.07(a); provided, however, beneficial
          interests in a Global Note may be transferred and exchanged as provided
          in
          subsection 2.07(b), (c) or (f) hereof.

         

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

                   
          (b)             Transfer and Exchange
          of Beneficial
          Interests in the Global Notes. The transfer and exchange of beneficial
          interests in the Global Notes shall be effected through the Depositary,
          in
          accordance with the provisions of this Indenture and the Applicable Procedures.
          Beneficial interests in the Restricted Global Notes shall be subject to
          restrictions on transfer comparable to those set forth herein to the extent
          required by the Securities Act. Transfers of beneficial interests in the
          Global
          Notes also shall require compliance with either clause (1) or (2) of this
          subsection, as applicable, as well as one or more of the other following
          clauses, 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
          Legended 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 the Initial Purchaser).
          Beneficial interests in any Unrestricted Global Note may be transferred
          to
          Persons who take delivery thereof in the form of a beneficial interest
          in an
          Unrestricted Global Note. No written orders or instructions shall be required
          to
          be delivered to the Registrar to effect the transfers described in this
          clause
          (1) of subsection 2.07(b).

         

        (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 clause (1)
          of this
          subsection 2.07(b), the transferor of such beneficial interest must deliver
          to
          the Registrar either (A) (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) (i) a written order from a Participant
          or an Indirect Participant given to the Depositary in accordance with the
          Applicable Procedures directing the Depositary to cause to be issued a
          Definitive Note in an amount equal to the beneficial interest to be transferred
          or exchanged and (ii) instructions given by the Depositary to the Registrar
          containing information regarding the Person in whose name such Definitive
          Note
          shall be registered to effect the transfer or exchange referred to in (B)(i)
          immediately above. Upon consummation of a Registered Exchange Offer by
          the
          Company in accordance with subsection 2.07(f) hereof, the requirements
          of this
          clause (2) of subsection 2.07(b) 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 at maturity of the relevant Global
          Notes pursuant to subsection 2.07(h) hereof.

         

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        (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 clause (2) of this subsection 2.07(b)
          and the
          Registrar receives the following:

         

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

         

        (B)           
          if the transferee shall take delivery in the form of a beneficial interest
          in a
          Legended 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.

         

        (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 clause
          (2) of
          this subsection 2.07(b) and:

         

        (A)           
          such exchange or transfer is effected pursuant to the Registered 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 (1) it is not engaged in, and does not intend to engage
          in, and
          has no arrangement or understanding with any Person to participate in,
          a
          distribution of the Exchange Notes to be issued in the Exchange Offer,
          (2) it is
          not an affiliate (as defined in Rule 144) of the Company and (3) it is
          acquiring
          the Exchange Notes in its ordinary course of business;

         

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

         

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

         

        (D)           
          the Registrar receives the following:

         

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

         

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

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

         

        If
          any such transfer is effected
          pursuant to subclause (B) or (D) immediately 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 subclause (B) or (D) immediately
          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 under the Securities Act, 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 an Institutional Accredited
          Investor in reliance on an exemption from the registration requirements
          of the
          Securities Act other than that listed in subclause (B) above, a certificate
          to
          the effect set forth in Exhibit B hereto,
          including the certifications, certificates and opinion of counsel required
          by
          item (3)(b) thereof, if applicable; or

         

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        (D)           
          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)(a) thereof,

         

        the
          Trustee shall cause the aggregate principal amount of the applicable Global
          Note
          to be reduced accordingly pursuant to subsection 2.07(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 clause (1) of subsection 2.07(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 clause (1) of subsection 2.07(c) 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 Registered 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 (1) it is not engaged in, and does not intend to engage
          in, and
          has no arrangement or understanding with any Person to participate in,
          a
          distribution of the Exchange Notes to be issued in the Exchange Offer,
          (2) it is
          not an affiliate (as defined in Rule 144) of the Company and (3) it is
          acquiring
          the Exchange Notes in its ordinary course of business;

         

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

         

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

         

        (D)           
          the Registrar receives the following:

         

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

         

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        (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 applicable certifications in item (4)
          thereof;

         

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

         

        (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 an Unrestricted Definitive Note or to transfer
          such
          beneficial interest to a Person who takes delivery thereof in the form
          of an
          Unrestricted Definitive Note, then, upon satisfaction of the conditions
          set
          forth in clause (2) of subsection 2.07(b) hereof, the Trustee shall cause
          the
          aggregate principal amount of the applicable Global Note to be reduced
          accordingly pursuant to subsection 2.07(h) hereof, and the Company shall
          execute
          and the Trustee shall authenticate and deliver to the Person designated
          in the
          instructions an Unrestricted Definitive Note in the appropriate principal
          amount. Any Unrestricted Definitive Note issued in exchange for a beneficial
          interest pursuant to this clause (3) of subsection 2.07(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 pursuant to this clause (3) of subsection 2.07(c) shall
          not
          bear the Private Placement Legend.

         

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

         

        (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; or

         

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

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

         

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

         

        the
          Trustee shall cancel the Restricted Definitive Note, increase or cause
          to be
          increased the aggregate principal amount of, in the case of subclause (A)
          above,
          the appropriate Restricted Global Note, in the case of subclause (B) above,
          the
          144A Global Note, and in the case of subclause (C) above, the Regulation
          S
          Global Note, in accordance with subsection 2.07(h) hereof.

         

        (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 Registered 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 (1) it is not engaged in, and does not intend to engage
          in, and
          has no arrangement or understanding with any Person to participate in,
          a
          distribution of the Exchange Notes to be issued in the Exchange Offer,
          (2) it is
          not an affiliate (as defined in Rule 144) of the Company and (3) it is
          acquiring
          the Exchange Notes in its ordinary course of business;

         

        (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 Restricted Definitive Note 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

         

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        (ii)
                      if the Holder
          of such Restricted Definitive Note 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 applicable certifications in item (4) thereof;

         

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

         

        Upon
          satisfaction of the conditions of
          any of the subclauses in this clause (2) of subsection 2.07(d), the Trustee
          shall 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 Unrestricted Definitive Note
          to a
          Person who takes delivery thereof in the form of a beneficial interest
          in an
          Unrestricted Global Note at any time. Upon receipt of a request for such
          an
          exchange or transfer, the Trustee shall cancel the applicable Unrestricted
          Definitive Note and increase or cause to be increased the aggregate principal
          amount of one of the Unrestricted Global Notes.

         

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

         

                   
          (e)             Transfer and Exchange
          of Definitive
          Notes for Definitive Notes. Upon request by a Holder of Definitive Notes
          and such Holder’s compliance with the provisions of this subsection 2.07(e), the
          Registrar shall register the transfer or exchange of Definitive Notes.
          Prior to
          such registration of transfer or exchange, the requesting Holder shall
          present
          or surrender to the Registrar the Definitive Notes duly endorsed or accompanied
          by a written instruction of transfer in form satisfactory to the Registrar
          duly
          executed by such Holder or by its attorney, duly authorized in writing.
          In
          addition, the requesting Holder shall provide any additional certifications,
          documents and information, as applicable, required pursuant to the following
          provisions of this subsection 2.07(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:

         

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        (A)           
          if such Restricted Definitive Note is being transferred in accordance with
          Rule
          144A under the Securities Act, then the transferor must deliver a certificate
          in
          the form of Exhibit
          B hereto, including the certifications in item (1) thereof;

         

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

         

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

         

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

         

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

         

        (A)           
          such exchange or transfer is effected pursuant to the Registered 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 (1) it is not engaged in, and does not intend to engage
          in, and
          has no arrangement or understanding with any Person to participate in,
          a
          distribution of the Exchange Notes to be issued in the Exchange Offer,
          (2) it is
          not an affiliate (as defined in Rule 144) of the Company and (3) it is
          acquiring
          the Exchange Notes in its ordinary course of business;

         

        (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 Note proposes to exchange such Note 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

         

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        (ii)
                      if the Holder
          of such Restricted Definitive Note proposes to transfer such Note 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 applicable certifications in item (4) thereof;

         

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

         

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

         

                   
          (f)             Exchange Offer. Upon the
          occurrence of the Registered Exchange Offer in accordance with the Registration
          Rights Agreement, the Company shall issue and, upon receipt of an Authentication
          Order in accordance with Section 2.02, the Trustee shall authenticate (1)
          one or
          more Unrestricted Global Notes in an aggregate principal amount equal to
          the
          principal amount of the beneficial interests in the Restricted Global Notes
          tendered for acceptance by Persons that certify in the applicable Letters
          of
          Transmittal that (A) they are not engaged in, and do not intend to engage
          in,
          and have no arrangement or understanding with any Person to participate
          in, a
          distribution of the Exchange Notes to be issued in the Exchange Offer,
          (B) they
          are not affiliates (as defined in Rule 144) of the Company, and (C) they
          are
          acquiring the Exchange Notes in their ordinary course of business, 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
          Registered Exchange Offer. Concurrently with the issuance of such Notes,
          the
          Trustee shall cause the aggregate principal amount of the applicable Restricted
          Global Notes to be reduced accordingly, and the Company shall execute and
          the
          Trustee shall authenticate and deliver to the Persons designated by the
          Holders
          of Restricted Global Notes so accepted Unrestricted Global Notes in the
          appropriate principal amount.

         

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

         

        (1)
                      Private Placement Legend.
          Except as permitted 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:

         

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        “THE
          SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
          A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
          SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
          EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
          ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
          PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
          SELLER
          MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
          SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
          EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:

         

        
          	
                   

                	
                  (A)

                	
                  SUCH
                    SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
                    ONLY
                    

                


        

         

        
          	
                   

                	
                  (i)

                	
                  (a)
                    TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                    INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                    ACT) IN
                    A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
                    TRANSACTION
                    MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
                    (c) FOR SO
                    LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
                    144A, TO A
                    PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
                    THAT
                    PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                    INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
                    IS BEING
                    MADE IN RELIANCE ON RULE 144A, (d) OUTSIDE THE UNITED STATES
                    TO A NON-U.S.
                    PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
                    OR 904 UNDER
                    THE SECURITIES ACT, (e) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
                    DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES
                    ACT (AN
                    “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER,
                    FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
                    AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
                    AND,
                    IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
                    OF NOTES
                    LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
                    THAT
                    SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (f)
                    IN
                    ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                    OF
                    THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF
                    THE ISSUER SO
                    REQUESTS), 

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  TO
                    THE ISSUER, OR 

                


        

         

        
          	
                   

                	
                  (iii)

                	
                  PURSUANT
                    TO AN EFFECTIVE REGISTRATION STATEMENT, AND, IN EACH CASE, IN
                    ACCORDANCE
                    WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                    STATES OR
                    ANY OTHER APPLICABLE JURISDICTION;
                    AND

                


        

         

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   

                	
                  (B)

                	
                  THE
                    HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
                    ANY
                    PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
                    RESTRICTIONS SET FORTH IN (A) ABOVE.”


                


        

         

        Notwithstanding
          the foregoing, any
          Global Note or Definitive Note issued pursuant to clause (b)(4), (c)(2),
          (c)(3),
          (d)(2), (d)(3), (e)(2), (e)(3) or subsection (f) to this Section 2.07 (and
          all
          Notes issued in exchange therefor or substitution thereof) shall not bear
          the
          Private Placement Legend.

         

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

         

        THIS
          GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
          THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
          OWNERS
          HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
          THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
          PURSUANT
          TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
          IN
          WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III)
          THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
          SECTION
          2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
          SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

         

                   
          (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 shall be returned to or retained and canceled by the Trustee
          in
          accordance with Section 2.12 hereof. At any time prior to such cancellation,
          if
          any beneficial interest in a Global Note is exchanged for or transferred
          to a
          Person who shall take delivery thereof in the form of a beneficial interest
          in
          another Global Note or for Definitive Notes, the principal amount of Notes
          represented by such Global Note shall be reduced accordingly and an endorsement
          shall be made on such Global Note by the Trustee or by the Depositary at
          the
          direction of the Trustee to reflect such reduction; and if any beneficial
          interest in a Global Note is being exchanged for or transferred to a Person
          who
          shall take delivery thereof in the form of a beneficial interest in another
          Global Note, such other Global Note shall be increased accordingly and
          an
          endorsement shall be made on such Global Note by the Trustee or by the
          Depositary at the direction of the Trustee to reflect such
          increase.

         

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

         

                   
          (i)             General Provisions Relating
          to
          Transfers and Exchanges.

         

        (1)
                      To permit
          registrations of transfers and exchanges, the Company shall execute and
          the
          Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s
          written order or at the Registrar’s request.

         

        (2)
                      No service
          charge shall be made to a Holder of a beneficial interest in a Global Note
          or to
          a Holder of a Definitive Note for any registration of transfer or exchange,
          but
          the Company may require payment of a sum sufficient to cover any transfer
          tax or
          similar governmental charge payable in connection therewith (other than
          any such
          transfer taxes or similar governmental charge payable upon exchange or
          transfer
          pursuant to Sections 2.11, 3.06, 3.07, 3.08, 4.10, 4.14 and 9.05
          hereof).

         

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

         

        (4)
                      All Global
          Notes and Definitive Notes issued upon any registration of transfer or
          exchange
          of Global Notes or Definitive Notes shall be the valid and legally binding
          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)
                      The Company
          shall not be required (A) to issue, to register the transfer of or to exchange
          any Notes during a period beginning at the opening of business 15 days
          before
          the day of any selection of Notes for redemption under Section 3.02 hereof
          and
          ending at the close of business on the day of selection, (B) to register
          the
          transfer of or to exchange any Note so selected for redemption in whole
          or in
          part, except the unredeemed portion of any Note being redeemed in part,
          (C) to
          register the transfer of or to exchange a Note between a record date and
          the
          next succeeding interest payment date or (D) to register the transfer of
          or to
          exchange a Note tendered and not withdrawn in connection with a Change
          of
          Control Offer or an Asset Sale Offer.

         

        (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
          shall 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 2.07 to effect a registration of
          transfer
          or exchange may be submitted by facsimile with the original to follow by
          first
          class mail.

         

        Section
          2.08    Replacement
          Notes.

         

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

         

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

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

         

        Section
          2.09    Outstanding
          Notes.

         

                   
          (a)             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
          2.09
          as not outstanding. Except as set forth in Section 2.10 hereof, a Note
          does not
          cease to be outstanding because the Company or an Affiliate of the Company
          holds
          the Note.

         

                   
          (b)             If a Note
          is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding
          unless
          the Trustee receives proof satisfactory to it that the replaced Note is
          held by
          a bona fide purchaser or protected purchaser.

         

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

         

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

         

        Section
          2.10    Treasury
          Notes.

         

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

         

        Section
          2.11    Temporary
          Notes.

         

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

         

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

                   
          (b)             Holders
          of temporary Notes shall be entitled to all of the benefits of this
          Indenture.

         

        Section
          2.12    Cancellation.

         

        The
          Company at any time may deliver
          Notes to the Trustee for cancellation. The Registrar and Paying Agent,
          if
          different Persons from the Trustee, shall forward to the Trustee any Notes
          surrendered to them for registration of transfer, exchange or payment.
          The
          Trustee and no one else shall cancel all Notes surrendered for registration
          of
          transfer, exchange, payment, replacement or cancellation and shall dispose
          of
          canceled Notes in accordance with its procedures for the disposition of
          canceled
          securities in effect as of the date of such disposition (subject to the
          record
          retention requirement of the Exchange Act). Certification of the disposition
          of
          all canceled Notes shall be delivered to the Company. The Company may not
          issue
          new Notes to replace Notes that it has paid or that have been delivered
          to the
          Trustee for cancellation.

         

        Section
          2.13    Defaulted
          Interest.

         

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

         

        Section
          2.14    CUSIP
          Numbers.

         

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

         

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          THREE

         

        REDEMPTION
          AND OFFERS TO

         

        PURCHASE

         

        
          Section
            3.01    Notices
            to Trustee.

           

        

                   
          (a)             If the
          Company elects to redeem Notes pursuant to the optional redemption provisions
          of
          Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days
          but not
          more than 60 days (or such shorter period as is acceptable to the Trustee)
          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, (4)
          the
          redemption price and (5) whether the Company requests that the Trustee
          give the
          notice of redemption in the Company’s name and at its expense.

         

        Section
          3.02    Selection
          of Notes to Be
          Redeemed.

         

                   
          (a)             If less
          than all of the Notes are to be redeemed at any time, the Trustee shall
          select
          Notes for redemption on a pro
          rata basis, by lot or in accordance with any other method the Trustee
          shall deem fair and appropriate. In the event of partial redemption by
          lot, the
          particular Notes to be redeemed shall be selected, unless otherwise provided
          herein, by the Trustee from the outstanding Notes not previously called
          for
          redemption.

         

                   
          (b)             The
          Trustee shall notify the Company in writing of the Notes selected for redemption
          and, in the case of any Note selected for partial redemption, the principal
          amount thereof to be redeemed, within 15 days of receiving the Officers’
Certificate pursuant to Section 3.01 hereof. No Notes in amounts of $1,000
          or
          less shall be redeemed in part. Notes and portions of Notes selected shall
          be in
          amounts of $1,000 or whole multiples of $1,000, except that if all of the
          Notes
          of a Holder are to be redeemed, the entire outstanding amount of Notes
          held by
          such Holder, even if not a multiple of $1,000, shall be redeemed. Except
          as
          provided in the preceding sentence, provisions of this Indenture that apply
          to
          Notes called for redemption also apply to portions of Notes called for
          redemption.

         

        Section
          3.03    Notice
          of Redemption.

         

                   
          (a)             At least
          30 days but not more than 60 days before a redemption date, the Company
          shall
          mail or cause to be mailed, by first class mail, a notice of redemption
          to each
          Holder whose Notes are to be redeemed at its registered address.

         

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

         

        (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 of
          the
          original Note shall be issued in the name of the Holder thereof upon
          cancellation of the original Note;

         

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

         

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

        (5)
                      that Notes
          called for redemption must be surrendered to the Paying Agent to collect
          the
          redemption price and become due on the date fixed for redemption;

         

        (6)
                      that, unless
          the Company defaults in making such redemption payment, interest, if any,
          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.

         

                   
          (b)             The
          notice of redemption, if mailed in the manner provided herein, shall be
          presumed
          to have been given, whether or not the Holder receives such notice.

         

        Section
          3.04    Effect
          of Notice of
          Redemption.

         

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

         

        Section
          3.05    Deposit
          of Redemption
          Price.

         

                   
          (a)             Not later
          than 11:00 am Eastern Time on the redemption date, the Company shall deposit
          with the Trustee or with the Paying Agent money sufficient to pay the redemption
          price of and accrued and unpaid interest and Additional Interest, if any,
          on all
          Notes to be redeemed on that date. The Trustee or the Paying Agent shall
          promptly return to the Company any money deposited with the Trustee or
          the
          Paying Agent by the Company in excess of the amounts necessary to pay the
          redemption price of, and accrued interest and Additional Interest on, all
          Notes
          to be redeemed.

         

                   
          (b)             If the
          Company complies with the provisions of subsection 3.05(a), on and after
          the
          redemption date, interest shall cease to accrue on the Notes or the portions
          of
          Notes called for redemption. If a Note is redeemed on or after an interest
          record date but on or prior to the related interest payment date, then
          any
          accrued and unpaid interest shall be paid to the Person in whose name such
          Note
          was registered at the close of business on such record date. If any Note
          called
          for redemption shall not be so paid upon surrender for redemption because
          of the
          failure of the Company to comply with subsection 3.05(a), interest shall
          be paid
          on the unpaid principal, from the redemption date until such principal
          is paid,
          and to the extent lawful on any interest not paid on such unpaid principal,
          in
          each case at the rate provided in the Notes and in Section 4.01
          hereof.

         

        Section
          3.06    Notes
          Redeemed in Part.

         

        Upon
          surrender of a Note that is
          redeemed in part, the Company shall issue and the Trustee shall authenticate
          for
          the Holder at the expense of the Company a new Note equal in principal
          amount to
          the unredeemed portion of the Note surrendered. No Notes in denominations
          of
          $1,000 or less shall be redeemed in part.

         

         

        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

         

        Section
          3.07    Optional
          Redemption.

         

                   
          (a)             The
          Company may redeem the Notes, in whole or in part, upon not less than 30
          nor
          more than 60 days’ prior notice, at the redemption prices (expressed as
          percentages of principal amount) set forth below plus accrued and unpaid
          interest and Additional Interest, if any, thereon, to, but not including,
          the
          applicable redemption date, if redeemed during the periods indicated
          below:

         

        
          	
                  Period

                	
                  Percentage

                
	
                  Issue
                    Date through July 1, 2008

                	
                  100.00%

                
	
                  July
                    2, 2008 through April 1, 2009

                	
                  103.00%

                
	
                  April
                    2, 2009 through January 1, 2010

                	
                  102.00%

                
	
                  After
                    January 1, 2010

                	
                  100.00%

                


        

        


                   
          (b)             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    Repurchase
          Offers.

         

                   
          (a)             In the
          event that, pursuant to Section 4.10 or 4.14 hereof, the Company shall
          be
          required to commence an offer to all Holders to purchase all or a portion
          of
          their respective Notes (a “Repurchase Offer”), it shall
          follow the procedures specified in such Sections and, to the extent not
          inconsistent therewith, the procedures specified in this Section
          3.08.

         

                   
          (b)             The
          Repurchase Offer shall remain open for a period of no less than 30 days
          and no
          more than 60 days from the date a notice is mailed in accordance with subsection
          4.14(a), except to the extent that a longer period is required by applicable
          law
          (the “Offer Period”). No
          later than three Business Days after the termination of the Offer Period
          (the
“Purchase Date”), the
          Company shall purchase the principal amount of Notes required to be purchased
          pursuant to Section 4.10 or 4.14 hereof (the “Offer Amount”) or, if less
          than the Offer Amount has been tendered, all Notes validly tendered in
          response
          to the Repurchase Offer. Payment for any Notes so purchased shall be made
          in the
          same manner as interest payments are made.

         

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

         

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

         

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

         

        (1)
                      that the
          Repurchase Offer is being made pursuant to this Section 3.08 and Section
          4.10 or
          Section 4.14 hereof, and the length of time the Repurchase Offer shall
          remain
          open;

         

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

         

        (3)
                      that any Note
          not tendered or accepted for payment shall continue to accrue interest
          and
          Additional Interest, if any;

         

        (4)
                      that, unless
          the Company defaults in making such payment, any Note (or portion thereof)
          accepted for payment pursuant to the Repurchase Offer shall cease to accrue
          interest and Additional Interest, if any, on and after the Purchase
          Date;

         

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

         

        (6)
                      that Holders
          electing to have a Note purchased pursuant to any Repurchase Offer shall
          be
          required to surrender the Note, with the form entitled “Option of Holder to
          Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
          transfer, to the Company, a depositary, if appointed by the Company, or
          a Paying
          Agent at the address specified in the notice prior to the expiration of
          the
          Offer Period;

         

        (7)
                      that Holders
          shall 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 notice in the form specified in the Repurchase Offer
          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, in the
          case of a Repurchase Offer pursuant to Section 4.10, if the aggregate amount
          of
          Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall
          select
          the Notes to be purchased on a pro rata basis (with such adjustments as
          may be
          deemed appropriate by the Trustee so that only Notes in denominations of
          $1,000,
          or integral multiples thereof, shall be purchased); and

         

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

         

                   
          (e)             On the
          Purchase Date, the Company shall, to the extent lawful, accept for payment
          the
          Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase
          Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
          and shall deliver to the Trustee an Officers’ Certificate stating that such
          Notes (or portions thereof) were accepted for payment by the Company in
          accordance with the terms of this Section 3.08. In the case of a Repurchase
          Offer made pursuant to Section 4.10, if the aggregate amount of Notes tendered
          exceeds the Offer Amount, the Trustee shall select the Notes to be purchased
          on
          a pro rata basis (with such adjustments as may be deemed appropriate by
          the
          Trustee so that only Notes in denominations of $1,000, or integral multiples
          thereof, shall be purchased). The Company, the Depositary or the Paying
          Agent,
          as the case may be, shall promptly (but in any case not later than three
          days
          after the Purchase Date) mail or deliver to each tendering Holder an amount
          equal to the purchase price of Notes tendered by such Holder, as the case
          may
          be, and accepted by the Company for purchase. If a Holder tendered a portion
          of
          a Note or if only a portion of a Note tendered by a Holder was purchased
          by the
          Company, the Company shall promptly issue a new Note and the Trustee, upon
          written request from the Company, shall authenticate and mail or deliver
          such
          new Note to such Holder, in a principal amount at maturity 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 respective Holder thereof.
          The Company shall publicly announce the results of the Repurchase Offer
          on or as
          soon as practicable after the Purchase Date.

         

         

        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

         

                   
          (f)             The
          Company shall comply with the requirements of Rule 14e-1 under the Exchange
          Act,
          and any other securities laws and regulations thereunder to the extent
          such laws
          or regulations are applicable in connection with the repurchase of the
          Notes
          pursuant to a Repurchase Offer and shall not be deemed to have breached
          its
          obligations under Section 3.08, 4.10 or 4.14 by virtue of such
          compliance.

         

        Section
          3.09    Mandatory
          Redemption.

         

        Except
          as set forth in Sections 4.10
          and 4.14 hereof, the Company is not required to make mandatory redemption
          or
          sinking fund payments with respect to the Notes.

         

        ARTICLE
          FOUR 

         

        COVENANTS

         

        Section
          4.01    Payment
          of Notes.

         

                   
          (a)             The
          Company shall pay or cause to be paid the principal of, premium, if any,
          and
          interest on the Notes on the dates and in the manner provided in the Notes.
          Principal, premium, if any, and interest shall be considered paid on the
          date
          due if the Paying Agent, if other than the Company or one of its Subsidiaries,
          holds as of 11:00 a.m. Eastern Time on the due date money deposited by
          the
          Company in immediately available funds and designated for and sufficient
          to pay
          all principal, premium, if any, and interest then due. The Company shall
          pay all
          Additional Interest, if any, in the same manner on the dates and in the
          amounts
          set forth in the Registration Rights Agreement.

         

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

         

         

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

         

        Section
          4.02    Maintenance
          of Office or
          Agency.

         

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

         

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

         

                   
          (c)             The
          Company hereby designates the Corporate Trust Office of the Trustee as
          one such
          office or agency of the Company in accordance with Section 2.04 of this
          Indenture.

         

        Section
          4.03    Reports.

         

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

         

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

         

        (2)
                      all current
          reports that would be required to be filed with the Commission on Form
          8-K if
          the Company were required to file such reports.

         

                   
          (b)             In
          addition, whether or not required by the Commission, the Company will file
          a
          copy of all of the information and reports referred to in clauses (1) and
          (2) of
          Section 4.03(a) with the Commission for public availability within the
          time
          periods specified in the Commission’s rules and regulations (unless the
          Commission will not accept such a filing) and make such information available
          to
          prospective investors upon request. In addition, the Company has agreed
          that,
          for so long as any Notes remain outstanding, the Company will furnish to
          the
          Holders, to the Trustee and to prospective investors, upon their request,
          the
          information required to be delivered pursuant to Rule 144A(d)(4) under
          the
          Securities Act.

         

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

         

        Section
          4.04    Compliance
          Certificate.

         

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

         

                   
          (b)             The
          Company shall, so long as any of the Notes are outstanding, 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    Calculation
          of Original Issue
          Discount.

         

        If
          applicable to any outstanding Notes,
          the Company shall file with the Trustee at the end of each calendar year
          (a) a
          written notice specifying the amount of original issue discount (including
          daily
          rates and accrual periods) accrued on the outstanding Notes during such
          year and
          (b) such other specific information relating to such original issue discount
          as
          may then be required under the Internal Revenue Code of 1986, as amended
          from
          time to time. Such calculation is provided to the Trustee for informational
          purposes only and the Trustee has no duty or obligation to take action
          or
          investigate further.

         

        Section
          4.06    Stay,
          Extension and Usury
          Laws.

         

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

         

        Section
          4.07    Restricted
          Payments.

         

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

         

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

         

        (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, payments or
          distributions payable (i) in Equity Interests (other than Disqualified
          Stock) of
          the Company or (ii) to the Company or any other Restricted Subsidiary (and
          if
          such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,
          to its
          other holders of Equity Interests on a pro rata basis) so long
          as,
          in the case of any dividend or distribution payable on or in respect of
          any
          class or series of Equity Interests issued by a Restricted Subsidiary other
          than
          a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary
          receives at least its pro rata
share of such
          dividend or distribution in accordance with its ownership
          in such class or series of Equity Interests) 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 (other than any such Equity Interests owned by
          any of
          the Company’s Restricted Subsidiaries) or any Equity Interests of any of its
          Subsidiaries (other than any such Equity Interests owned by the Company
          or any
          of its Restricted Subsidiaries) that are held by an Affiliate of the
          Company;

         

        (3)
                      make any
          payment on or with respect to, or purchase, redeem, defease or otherwise
          acquire
          or retire for value any Subordinated Indebtedness, except (a) payment of
          interest or principal at the Stated Maturity thereof or to satisfy a scheduled
          sinking fund or amortization or other installment obligation thereon or
          (b) the
          purchase, redemption or other acquisition or retirement of any such Subordinated
          Indebtedness purchased in anticipation of satisfying a payment at the Stated
          Maturity thereof or a sinking fund or amortization or other installment
          obligation, in each case due within one year of the date of acquisition;
          or

         

        (4)
                      make any
          Restricted Investment (all such payments and other actions described in
          clauses
          (1) through (4) in this subsection 4.07(a) being collectively referred
          to as
“Restricted
          Payments”),

         

        provided,
however,
          that the Company or
          any of its Restricted Subsidiaries may make a Restricted Payment if, at
          the time
          of and after giving effect to such Restricted Payment:

         

        (A)           
          no Default or Event of Default shall have occurred and be continuing or
          would
          occur as a consequence thereof; and

         

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

         

         

        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        

         

        (C)           
          such Restricted Payment, together with the aggregate amount of all other
          Restricted Payments made by the Company and its Restricted Subsidiaries
          after
          the 2015 Notes Issue Date (excluding Restricted Payments permitted by clauses
          (1), (3), (4), (5), (6), (7), (8), (9), (10), (11) and (12) of subsection
          4.07(b) hereof), is less than the sum, without duplication, of:

         

        (i)
                      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
          the 2015
          Notes Issue Date to the end of the Company’s most recently ended fiscal quarter
          for which financial statements are available at the time of such Restricted
          Payment (or, if such Consolidated Net Income for such period is a deficit,
          less
          100%, of such deficit); plus

         

        (ii)            100%
          of the aggregate net cash proceeds and the Fair Market Value of property
          and
          assets (other than Indebtedness) received by the Company since the 2015
          Notes
          Issue Date 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); plus

         

        (iii)            to
          the extent that any Restricted Investment that was made after the 2015
          Notes
          Issue Date is sold for cash or otherwise liquidated or repaid for cash,
          the
          lesser of (i) the cash return of capital with respect to such Restricted
          Investment (less the cost of disposition, if any) and (ii) the initial
          amount of
          such Restricted Investment; provided, however, that no
          amount shall be included under this clause (iii) to the extent it is already
          included in Consolidated Net Income; plus

         

        (iv)            in
          the case of the redesignation of an Unrestricted Subsidiary as a Restricted
          Subsidiary after the 2015 Notes Issue Date or the merger or consolidation
          of an
          Unrestricted Subsidiary into the Company or a Restricted Subsidiary after
          the
          2015 Notes Issue Date or the transfer of assets of an Unrestricted Subsidiary
          to
          the Company or a Restricted Subsidiary after the 2015 Notes Issue Date,
          the Fair
          Market Value of the Investment in such Unrestricted Subsidiary, as determined
          by
          the Company in good faith at the time of the redesignation of such Unrestricted
          Subsidiary as a Restricted Subsidiary or at the time of such merger,
          consolidation or transfer of assets (other than to the extent the Investment
          in
          such Unrestricted Subsidiary constituted a Permitted Investment).

         

         

        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        

         

                   
          (b)             The
          provisions of subsection 4.07(a) shall not prohibit:

         

        (1)
                      the
          redemption, repurchase, retirement or other acquisition of Capital Stock
          of the
          Company after the 2015 Notes Issue Date in an amount not to exceed $75.0
          million, provided that
          the Company may repurchase additional Capital Stock, in an aggregate amount
          not
          to exceed an additional $75.0 million during the life of the Notes, if
          the Net
          Leverage Ratio determined as of the end of the Company’s most recently ended
          fiscal quarter preceding the date of such proposed redemption, repurchase,
          retirement or other acquisition for which financial statements are available
          would have been no greater than 2.0:1;

         

        (2)
                      the payment
          of any dividend within 60 days after the date of declaration thereof, provided
          that on the date of such declaration such payment would have complied with
          the
          provisions of this Indenture;

         

        (3)
                      the
          redemption, repurchase, retirement, defeasance or other acquisition of
          any
          Subordinated Indebtedness of the Company or of any Equity Interests of
          the
          Company 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);

         

        (4)
                      the
          defeasance, redemption, repurchase or other acquisition of Subordinated
          Indebtedness of the Company with the net cash proceeds from an incurrence
          of
          Subordinated Indebtedness in accordance with Section 4.09 hereof;

         

        (5)
                      Investments
          acquired as a capital contribution to, or in exchange for, or out of the
          net
          cash proceeds of a substantially concurrent offering of, Capital Stock
          (other
          than Disqualified Stock) of the Company;

         

        (6)
                      the
          redemption, repurchase, retirement or other acquisition of Capital Stock
          of the
          Company deemed to occur upon the exercise of options or warrants if such
          Capital
          Stock represents all or a portion of the exercise price thereof;

         

        (7)
                      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 held by any current or former employees
          or
          directors of the Company pursuant to any management equity subscription
          agreement, employee agreement or stock option agreement approved by the
          Board of
          Directors of the Company; provided that the aggregate
          price paid for all such repurchased, redeemed, acquired or retired Equity
          Interests in any fiscal year shall not exceed the sum of (a) $2.0 million
          and
          (b) the amount of Restricted Payments permitted but not made pursuant to
          this
          clause (7) in the immediately preceding fiscal year (including, for the
          avoidance of doubt, and without duplication, the fiscal year preceding
          the
          fiscal year in which the Issue Date occurs);

         

        (8)
                      dividends
          paid on shares of Disqualified Stock of the Company issued in accordance
          with
          Section 4.09 hereof;

         

        (9)
                      so long as no
          Default has occurred and is continuing or would be caused thereby, the
          declaration and payment of dividends on the Company’s issued and outstanding
          Common Stock (other than Disqualified Stock) in an amount not to exceed
          $0.04
          per share (as adjusted for stock splits and similar transactions after
          the date
          of this Indenture) per fiscal quarter; provided that the aggregate
          amount of all dividends declared or paid pursuant to this clause (9) shall
          not
          exceed $22.0 million in any fiscal year;

         

         

        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

        

         

        (10)
                     
Reserved;

         

        (11)
                      so long as no
          Default has occurred and is continuing or would be caused thereby, Restricted
          Payments in an aggregate amount not to exceed $25.0 million; and

         

        (12)
                      the
          redemption, repurchase, retirement or other acquisition of Capital Stock
          of the
          Company or, so long as no Default has occurred and is continuing or would
          be
          caused thereby, the declaration and payment of dividends on the Company’s issued
          and outstanding Common Stock (other than Disqualified Stock), in an aggregate
          amount not to exceed $350.0 million during the life of the Notes if the
          Net
          Leverage Ratio determined as of the end of the Company’s most recently ended
          fiscal quarter preceding the date of such proposed redemption, repurchase,
          retirement or other acquisition or such declaration or payment of dividends
          for
          which financial statements are available would have been no greater than
          2.0:1.

         

                   
          (c)             The
          amount of all Restricted Payments (other than cash) shall be the Fair Market
          Value on the date of the Restricted Payment of the assets proposed to be
          transferred by the Company or such Restricted Subsidiary, as the case may
          be,
          pursuant to the Restricted Payment.

         

        Section
          4.08    Dividend
          and Other Payment Restrictions
          Affecting Restricted Subsidiaries.

         

                   
          (a)             The
          Company shall not, and shall 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 of its Restricted
          Subsidiaries to:

         

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

         

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

         

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

         

                   
          (b)            
Subsection 4.08(a) shall not apply to encumbrances or restrictions existing
          under, by reason of or with respect to:

         

        (1)
                      the Credit
          Agreement, Existing Indebtedness or any other agreements in effect on the
          2015
          Notes Issue Date and any amendments, modifications, restatements, renewals,
          extensions, supplements, refundings, replacements or refinancings thereof;
provided that the
          encumbrances and restrictions in any such amendments, modifications,
          restatements, renewals, extensions, supplements, refundings, replacements
          or
          refinancings are no more restrictive, taken as a whole, than those in effect
          on
          the 2015 Notes Issue Date (as determined in good faith by the Company,
          whose
          determination will be conclusive);

         

         

        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        

         

        (2)
                      this
          Indenture and the Notes;

         

        (3)
                      any Finance
          Subsidiary or Subsidiary SPC that is a Foreign Subsidiary of the
          Company;

         

        (4)
                      applicable
          law;

         

        (5)
                      any Person,
          or the property or assets of such Person, acquired by the Company or any
          of its
          Restricted Subsidiaries existing at the time of such acquisition and not
          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 such
          Person, so acquired, and any amendments, modifications, restatements, renewals,
          extensions, supplements, refundings, replacements or refinancings thereof,
provided that the
          encumbrances and restrictions in any such amendments, modifications,
          restatements, renewals, extensions, supplements, refundings, replacements
          or
          refinancings are no more restrictive, taken as a whole, than those in effect
          on
          the date of the acquisition (as determined in good faith by the Company,
          whose
          determination will be conclusive);

         

        (6)
                      in the case
          of clause (3) of subsection 4.08(a):

         

        (A)           
          that restrict in a customary manner the subletting, assignment or transfer
          of
          any property or asset that is a lease, license, conveyance or contract
          or
          similar property or asset;

         

        (B)           
          existing by virtue of any transfer of, agreement to transfer, option or
          right
          with respect to, or Lien on, any property or assets of the Company or any
          of its
          Restricted Subsidiaries not otherwise prohibited by this Indenture;
          or

         

        (C)           
          arising or agreed to in the ordinary course of business, not relating to
          any
          Indebtedness, and that do not, individually or in the aggregate, detract
          from
          the value of property or assets of the Company or any of its Restricted
          Subsidiaries in any manner material to the Company or any of its Restricted
          Subsidiaries;

         

        (7)
                      any agreement
          for the sale or other disposition of all or substantially all of the Capital
          Stock of, or property and assets of, a Restricted Subsidiary of the
          Company;

         

        (8)
                      the terms of
          any Indebtedness or any agreement pursuant to which such Indebtedness was
          issued
          if either:

         

        (i)
                      such
          encumbrances or restrictions, taken as a whole, are no more restrictive
          in the
          aggregate than those contained in this Indenture or the Notes (as determined
          in
          good faith by the Company, whose determination shall be conclusive),
          or

         

         

        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        

         

        (ii)
                      A. the
          encumbrance or restriction applies only in the event of a payment default
          or a
          default with respect to a financial covenant contained in such Indebtedness
          or
          agreement,

         

        B.  the
          encumbrance or
          restriction is not materially more disadvantageous to the Holders of the
          Notes
          than is customary in comparable financings (as determined in good faith
          by the
          Company, whose determination will be conclusive), and

         

        C.  the
          Company determines in
          good faith that any such encumbrance or restriction will not materially
          adversely affect the Company’s ability to make principal or interest payments on
          the Notes; and

         

        (9)
                      the terms of
          a Permitted Asset Securitization entered into by a Finance Subsidiary,
          Subsidiary SPC or a Restricted Subsidiary.

         

        Section
          4.09    Incurrence
          of Indebtedness and Issuance of
          Preferred Stock.

         

                   
          (a)             The
          Company shall not, and shall not permit any of its Restricted Subsidiaries
          to,
          directly or indirectly, incur any Indebtedness, and the Company shall not
          permit
          any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however,
          that the Company may
          incur Indebtedness if the Fixed Charge Coverage Ratio for the Company’s most
          recently ended four full fiscal quarters for which internal financial statements
          are available immediately preceding the date on which such additional
          Indebtedness is incurred 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 at the beginning of
          such
          four-quarter period.

         

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

         

        (1)
                      the
          incurrence by the Company and any of its Restricted Subsidiaries of Indebtedness
          under Credit Facilities in an aggregate principal amount which, when taken
          together with all other Indebtedness incurred pursuant to this clause (1)
          and
          then outstanding, does not exceed (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) the greater of (a) $225.0 million less (i) the aggregate
          amount
          of all Net Proceeds of Asset Sales applied by the Company or any of its
          Restricted Subsidiaries to permanently repay any such Indebtedness (and,
          in the
          case of any revolving credit Indebtedness, to effect a corresponding commitment
          reduction thereunder) pursuant to Section 4.10 hereto and (ii) the principal
          component of amounts outstanding under a Permitted Asset Securitization
          to the
          extent a corresponding reduction is required under the Credit Facilities
          and (b)
          the Borrowing Base;

         

         

        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

         

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

         

        (3)
                      the
          incurrence by the Company of Indebtedness represented by the Notes to be
          issued
          on the date of this Indenture and the Exchange Notes to be issued pursuant
          to
          the Registration Rights Agreement and Guarantees of the Notes and any Exchange
          Notes by Restricted Subsidiaries;

         

        (4)
                      the
          incurrence by the Company of Indebtedness (i) 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,
          lease or cost of construction or improvement of property, plant or equipment
          used in the business of the Company (whether through the direct purchase
          of
          assets or the Capital Stock of any Person owning such assets) at the time
          of, or
          within 270 days after, such purchase, lease, construction or improvement
          or (ii)
          as part of a Sale and Leaseback Transaction, in an aggregate principal
          amount,
          including all Permitted Refinancing Indebtedness incurred to refund, refinance
          or replace any Indebtedness incurred pursuant to this clause (4), not to
          exceed
          the greater of (a) $20.0 million and (b) 1% of Adjusted Consolidated Net
          Tangible Assets;

         

        (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 refund, refinance or replace Indebtedness (other than intercompany
          Indebtedness) that was permitted by this Indenture to be incurred under
          subsection 4.09(a) or clauses (2), (3), (4), (5), or (13) of this subsection
          4.09(b);

         

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

         

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

         

        (ii)
                      (A) any
          subsequent issuance or transfer of Equity Interests that results in any
          such
          Indebtedness being held by a Person other than the Company or any of its
          Restricted Subsidiaries and (B) any sale or other transfer of any such
          Indebtedness to a Person that is not either the Company or any of its Restricted
          Subsidiaries, shall 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); and

         

        (iii)
                      Indebtedness
          owed to the Company must be evidenced by an unsubordinated promissory
          note;

         

        (7)
                      the Guarantee
          by the Company and any of its Restricted Subsidiaries of Indebtedness of
          a
          Restricted Subsidiary of the Company that was permitted to be incurred
          by
          another provision of this Section 4.09;

         

         

        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        

         

        (8)
                      (i)
          Indebtedness of the Company and any of its Restricted Subsidiaries under
          agreements providing for indemnification, adjustment of purchase price
          or
          similar obligations, or Guarantees or letters of credit, surety bonds or
          performance bonds securing any obligations of the Company pursuant to such
          agreements, in any case incurred in connection with the disposition of
          any
          business or assets, so long as the principal amount does not exceed the
          gross
          proceeds actually received by the Company in connection with such disposition,
          (ii) Indebtedness of the Company represented by letters of credit for the
          account of the Company issued in the ordinary course of business of the
          Company
          to provide security for workers’ compensation claims or payment obligations in
          connection with self-insurance or similar requirements in the ordinary
          course of
          business and other Indebtedness with respect to worker’s compensation claims,
          self-insurance obligations, performance, surety and similar bonds and completion
          guarantees provided by the Company in the ordinary course of business and
          (iii)
          Indebtedness of the Company and any of its Restricted Subsidiaries arising
          from
          the honoring by a bank or financial institution of a check, draft of similar
          instrument drawn against insufficient funds in the ordinary course of business;
          provided, however, that, in the case of this clause (iii), such Indebtedness
          is
          extinguished within five Business Days of its incurrence;

         

        (9)
                      Guarantees of
          the Company with respect to Operating Lease payments;

         

        (10)
                      Indebtedness
          of the Company relating to Rental Pool Capital Expenditures in an aggregate
          principal amount which, when taken together with all other Indebtedness
          incurred
          pursuant to this clause (10) and then outstanding, does not exceed the
          greater
          of (a) $100.0 million and (b) 40% of the sum of the “Property and Equipment,
          net” and “Equipment on operating leases, net of accumulated depreciation” line
          items on the Company’s consolidated balance sheets for the most recently ended
          fiscal quarter;

         

        (11)
                      Indebtedness
          of any Foreign Subsidiary in an aggregate principal amount which, when
          taken
          together with all other Indebtedness incurred pursuant to this clause (11)
          and
          then outstanding, does not exceed $15.0 million;

         

        (12)
                      Indebtedness
          of the Company and any of its Restricted Subsidiaries incurred in connection
          with a Permitted Asset Securitization; and

         

        (13)
                      the
          incurrence by the Company of additional Indebtedness in an aggregate principal
          amount which, when taken together with all other Indebtedness incurred
          pursuant
          to this clause (13) and then outstanding, including all Permitted Refinancing
          Indebtedness incurred to refund, refinance or replace any Indebtedness
          incurred
          pursuant to this clause (13), does not exceed $15.0 million.

         

                   
          (c)             For
          purposes of determining compliance with this Section 4.09, in the event
          that any
          proposed Indebtedness meets the criteria of more than one of the categories
          of
          Permitted Debt described in clauses (1) through (13) of subsection 4.09(b),
          or
          is entitled to be incurred pursuant to subsection 4.09(a), the Company
          shall be
          permitted to classify on the date of its incurrence such item of Indebtedness
          in
          any manner that complies with this Section 4.09. Indebtedness under the
          Credit
          Agreement outstanding on the date of this Indenture shall be deemed to
          have been
          incurred on such date in reliance on the exception provided by clause (1)
          of the
          definition of Permitted Debt set forth in subsection 4.09(b). In addition,
          any
          Indebtedness originally classified as incurred pursuant to clauses (2)
          through
          (13) of subsection 4.09(b) may later be reclassified by the Company such
          that it
          will be deemed as having been incurred pursuant to another one or more
          of such
          clauses to the extent that such reclassified Indebtedness could be incurred
          pursuant to such other clause or clauses at the time of such
          reclassification.

         

         

        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

        

         

                   
          (d)            
Notwithstanding any other provision of this Section 4.09, the maximum amount
          of
          Indebtedness that may be incurred pursuant to this Section 4.09 shall not
          be
          deemed to be exceeded with respect to any outstanding Indebtedness, due
          solely
          to the result of fluctuations in the exchange rates of currencies.

         

                   
          (e)             Any
          Indebtedness that is permitted to be incurred pursuant to this Section
          4.09 by
          the Company but not a Restricted Subsidiary may be incurred by any Restricted
          Subsidiary that Guarantees payment of the Notes and otherwise complies
          with the
          requirements of Section 4.21 that would be applicable if such Restricted
          Subsidiary Guaranteed Indebtedness of the Company.

         

        Section
          4.10    Asset
          Sales.

         

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

         

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

         

        (2)
                      such Fair
          Market Value, if in excess of $20.0 million, is determined by the Company’s
          Board of Directors and evidenced by a Board Resolution set forth in an
          Officers’
Certificate delivered to the Trustee; and

         

        (3)
                      at least 75%
          of the consideration therefor received by the Company or such Restricted
          Subsidiary is in the form of cash or Replacement Assets or a combination
          of
          both. For purposes of this clause (3), each of the following shall be deemed
          to
          be cash:

         

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

         

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

         

         

        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

        

         

                   
          (b)             Within
          360 days after the receipt of any Net Proceeds from an Asset Sale, the
          Company
          or a Restricted Subsidiary may apply such Net Proceeds at its
          option:

         

        (1)
                      to repay (i)
          Indebtedness secured by such assets, (ii) Indebtedness under a Credit Facility
          or (iii) Indebtedness of a Restricted Subsidiary of the Company and, if
          the
          Indebtedness repaid is revolving credit Indebtedness, to correspondingly
          reduce
          commitments with respect thereto; or

         

        (2)
                      to purchase
          Replacement Assets or make a capital expenditure in or that is used or
          useful in
          a Permitted Business.

         

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

         

                   
          (d)             Any Net
          Proceeds from Asset Sales that are not applied or invested as provided
          in
          subsection 4.10(b) above within 360 days after the receipt of such Net
          Proceeds
          (or, if later, 90 days after the execution of any agreement with respect
          to such
          application, which agreement is signed within 360 days after the date of
          the
          receipt of such Net Proceeds) will constitute “Excess Proceeds.” Within 30
          days after the aggregate amount of Excess Proceeds exceeds $20.0 million,
          the
          Company will make an offer (an “Asset Sale Offer”) to all
          Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes
          in
          conformance with this Indenture with respect to offers to purchase with
          the
          proceeds of sales of assets to purchase the maximum principal amount of
          Notes
          and such other pari passu
Indebtedness
          that may be purchased out of the Excess Proceeds. The offer
          price in any Asset Sale Offer will be equal to 100% of principal amount
          plus
          accrued and unpaid interest and Additional Interest, if any, to, but not
          including, 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
          such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.
          If the aggregate principal amount of Notes and such 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 based on the principal amount of Notes and
          such
          other pari passu
Indebtedness
          tendered. Upon completion of each Asset Sale Offer, the
          amount of Excess Proceeds shall be reset at zero.

         

        Section
          4.11    Transactions
          with
          Affiliates.

         

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

         

        (1)
                      such
          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 arm’s-length transaction by the Company or such Restricted Subsidiary
          with a Person that is not an Affiliate of the Company (as determined in
          good
          faith by the Company, whose determination will be conclusive); and

         

         

        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        

         

        (2)
                      the Company
          delivers to the Trustee:

         

        (A)           
          with respect to any Affiliate Transaction or series of related Affiliate
          Transactions involving aggregate consideration in excess of $5.0 million,
          a
          Board Resolution set forth in an Officers’ Certificate certifying that such
          Affiliate Transaction or series of related Affiliate Transactions complies
          with
          this Section 4.11 and that such Affiliate Transaction or series of related
          Affiliate Transactions 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 Restricted Subsidiary
          of such
          Affiliate Transaction or series of related Affiliate Transactions from
          a
          financial point of view issued by an independent accounting, appraisal
          or
          investment banking firm of national standing.

         

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

         

        (1)
                      transactions
          between or among the Company and/or its Restricted Subsidiaries or any
          of its
          wholly-owned Subsidiaries;

         

        (2)
                      payment of
          reasonable and customary fees to directors of the Company and its Restricted
          Subsidiaries who are not employees of the Company or its Restricted
          Subsidiaries, and compensation (including amounts paid pursuant to employee
          benefit plans or arrangements) paid to, and indemnity provided for the
          benefit
          of, officers, directors and employees of the Company or any of the Restricted
          Subsidiaries, so long as the Board of Directors of the Company in good
          faith
          shall have approved the terms thereof;

         

        (3)
                      Permitted
          Investments or Restricted Payments that are permitted by Section
          4.07;

         

        (4)
                      any issuance
          or sale of Capital Stock (other than Disqualified Stock) of, or any capital
          contribution to, the Company; or

         

        (5)
                      any
          transaction with a wholly-owned Finance Subsidiary or wholly-owned Subsidiary
          SPC in connection with a Permitted Asset Securitization.

         

        Section
          4.12    Liens.

         

        The
          Company shall not, and shall 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) upon any of their property or assets now owned or hereafter
          acquired, that secures Indebtedness, unless all payments due under this
          Indenture and the Notes are secured on an equal and ratable basis with
          (or, in
          the case of Subordinated Indebtedness, prior to) the obligations so secured
          until such time as such obligations are no longer secured by such
          Lien.

         

         

        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        

         

        Section
          4.13    Business
          Activities.

         

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

         

        Section
          4.14    Repurchase
          upon a Change of
          Control.

         

                   
          (a)             If a
          Change of Control occurs, each Holder of Notes shall have the right to
          require
          the Company to repurchase all or any part (equal to $1,000 or an integral
          multiple thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) at
          an offer price (a “Change of
          Control Payment”) in cash equal to 101% of the aggregate principal amount
          of Notes repurchased plus accrued and unpaid interest and Additional Interest,
          if any, thereon, to, but not including, the date of purchase (the “Change of Control Payment
          Date” which date will be no earlier than the date of such Change of
          Control). Within 10 days following any Change of Control, the Company shall
          mail
          a notice to each Holder describing the transaction or transactions that
          constitute the Change of Control and offering to repurchase Notes on the
          Change
          of Control Payment Date specified in such notice, which date shall be no
          earlier
          than 30 days and no later than 60 days from the date such notice is mailed,
          pursuant to the procedures described in Section 3.08 (including the notice
          required thereby).

         

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

         

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

         

        (2)
                      deposit with
          the Paying Agent an amount equal to the Change of Control Payment in respect
          of
          all Notes or portions thereof so tendered; and

         

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

         

                   
          (c)             The
          Paying Agent shall promptly mail or wire transfer to each Holder of Notes
          so
          tendered the Change of Control Payment for such Notes, and the Trustee
          shall
          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 tendered, if any; provided that each such
          new
          Note shall be in a principal amount of $1,000 or an integral multiple
          thereof.

         

                   
          (d)             The
          Company shall publicly announce the results of the Change of Control Offer
          on or
          as soon as practicable after the Change of Control Payment Date.

         

                   
          (e)            
Notwithstanding anything to the contrary in this Section 4.14, the Company
          shall
          not be required to make a Change of Control Offer upon a Change of Control
          if a
          third party makes the Change of Control Offer in the manner, at the times
          and
          otherwise in compliance with the requirements set forth in this Section
          4.14 and
          all other provisions of this Indenture applicable to a Change of Control
          Offer
          made by the Company and purchases all Notes validly tendered and not withdrawn
          under such Change of Control Offer.

         

         

        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        

         

        Section
          4.15    Redemption
          or Repurchase of 2015
          Notes. The Company shall not, and shall not permit any of its Restricted
          Subsidiaries to, optionally redeem, optionally repurchase or otherwise
          optionally acquire or retire for value, in whole or in part, any Indebtedness
          evidenced by the 2015 Indenture, whether pursuant to a tender offer, open market
          purchases or otherwise.

         

        Section
          4.16    Designation
          of Restricted and Unrestricted
          Subsidiaries.

         

                   
          (a)             The Board
          of Directors of the Company may designate any Restricted Subsidiary to
          be an
          Unrestricted Subsidiary, provided that:

         

        (1)
                      the
          Subsidiary to be so designated has total assets of $1,000 or less;
          or

         

        (2)
                      if such
          Subsidiary has total assets of more than $1,000:

         

        (A)           
          any Guarantee by the Company or any of its Restricted Subsidiaries of any
          Indebtedness of the Subsidiary being so designated that survives such
          designation will be deemed to be an incurrence of Indebtedness by the Company
          or
          such Restricted Subsidiary (or both, if applicable) at the time of such
          designation, and such incurrence of Indebtedness would be permitted under
          Section 4.09;

         

        (B)           
          the aggregate Fair Market Value of all outstanding Investments owned by
          the
          Company and its Restricted Subsidiaries in the Subsidiary being so designated
          (including any Guarantee by the Company or any of its Restricted Subsidiaries
          of
          any Indebtedness of such Subsidiary) will be deemed to be an Investment
          made as
          of the time of such designation and that such Investment either (i) would
          be
          permitted under Section 4.07 or (ii) would constitute a Permitted
          Investment;

         

        (C)           
          such Subsidiary does not own any Equity Interests of, or hold any Liens
          on any
          property of, the Company or any of its Restricted Subsidiaries;

         

        (D)           
          the Subsidiary being so designated:

         

        (i)
                      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

         

        (ii)
                      has not
          Guaranteed or otherwise directly or indirectly provided credit support
          for any
          Indebtedness of the Company or any of its Restricted Subsidiaries, except
          to the
          extent such Guarantee or credit support would be released upon such designation;
          and

         

        (E)           
          no Default or Event of Default would be in existence following such designation;
          or

         

         

        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        

         

        (3)
                      such
          designation is effective immediately upon such entity becoming a
          Subsidiary.

         

                   
          (b)             Any
          designation of a Restricted Subsidiary of the Company as an Unrestricted
          Subsidiary shall be evidenced to the Trustee by filing with the Trustee
          a
          certified copy of the Board Resolution giving effect to such designation
          and an
          Officers’ Certificate certifying that such designation complied with the
          preceding conditions and was permitted by this Indenture. Upon designation
          of a
          Restricted Subsidiary as an Unrestricted Subsidiary in compliance with
          this
          Section 4.16, such Restricted Subsidiary shall, by execution and delivery
          of a
          supplemental indenture in form satisfactory to the Trustee, be released
          from any
          Subsidiary Guarantee previously made by such Restricted Subsidiary.

         

                   
          (c)             The Board
          of Directors of the Company may at any time designate any Unrestricted
          Subsidiary to be a Restricted Subsidiary, provided that:

         

        (1)
                      such
          designation shall 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 shall only be permitted if such Indebtedness
          is
          permitted under Section 4.09, calculated on a pro forma basis as if such
          designation had occurred at the beginning of the applicable four-quarter
          reference period;

         

        (2)
                      all
          outstanding Investments owned by such Unrestricted Subsidiary shall be
          deemed to
          be made as of the time of such designation and such Investments shall only
          be
          permitted if such Investments (a) would be permitted under Section 4.07
          or (b)
          would constitute Permitted Investments;

         

        (3)
                      all Liens of
          such Unrestricted Subsidiary securing Indebtedness existing at the time
          of such
          designation would be permitted under Section 4.12; and

         

        (4)
                      no Default or
          Event of Default would be in existence following such designation.

         

        Section
          4.17    Payments
          for Consent.

         

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

         

        Section
          4.18    [intentionally
          omitted].

         

        Section
          4.19    Sale
          and Leaseback
          Transactions.

         

                   
          (a)             The
          Company shall not, and shall not permit any of its Restricted Subsidiaries
          to,
          enter into any Sale and Leaseback Transaction, provided that the Company
          or
          any or its Restricted Subsidiaries may enter into a Sale and Leaseback
          Transaction if:

         

         

        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        

         

        (1)
                      the Company
          or such Restricted Subsidiary, as applicable, could have incurred (a)
          Indebtedness in an amount equal to the Attributable Debt relating to such
          Sale
          and Leaseback Transaction under the Fixed Charge Coverage Ratio test in
          subsection 4.09(a) and (b) a Lien to secure such Indebtedness pursuant
          to
          Section 4.12;

         

        (2)
                      the gross
          cash proceeds of that Sale and Leaseback Transaction are at least equal
          to the
          Fair Market Value, as determined in good faith by the Company, whose
          determination shall be conclusive, and set forth in an Officers’ Certificate
          delivered to the Trustee, of the property that is the subject of that Sale
          and
          Leaseback Transaction; and

         

        (3)
                      the Company
          applies the proceeds of such transaction in compliance with Section
          4.10.

         

        Section
          4.20    [intentionally
          omitted].

         

        Section
          4.21    Issuances
          of Guarantees by Restricted
          Subsidiaries.

         

                   
          (a)             The
          Company shall not permit any of its Restricted Subsidiaries, directly or
          indirectly, to Guarantee or pledge any assets to secure the payment of
          any other
          Indebtedness of the Company, unless (i) such Restricted Subsidiary
          simultaneously executes and delivers a supplemental indenture providing
          for the
          Guarantee of the payment of the Notes by such Restricted Subsidiary, which
          Subsidiary Guarantee shall be senior to or pari passu with such
          Subsidiary’s Guarantee of or pledge to secure such other Indebtedness; (ii) such
          Restricted Subsidiary waives and will not in any manner whatsoever claim
          or take
          the benefit or advantage of any rights or reimbursement, indemnity or
          subrogation or any other rights against the Company or any other Restricted
          Subsidiary as a result of any payment by such Restricted Subsidiary under
          its
          Subsidiary Guarantee of the Notes; and (iii) such Restricted Subsidiary
          shall
          deliver to the Trustee an Opinion of Counsel to the effect that (A) such
          Subsidiary Guarantee has been duly executed and authorized and (B) such
          Subsidiary Guarantee constitutes a valid, binding and enforceable obligation
          of
          such Restricted Subsidiary, except insofar as enforcement thereof may be
          limited
          by bankruptcy, insolvency or similar laws (including, without limitation,
          all
          laws relating to fraudulent transfers) and except insofar as enforcement
          thereof
          is subject to general principles of equity.

         

                   
          (b)            
Subsection 4.21(a) shall not apply to any Guarantee:

         

        (1)
                      of
          Indebtedness incurred pursuant to clauses (1) and (2) of the definition
          of
          Permitted Debt contained in Section 4.09(b) or Permitted Refinancing
          Indebtedness in respect thereof; or

         

        (2)
                      that
          constitutes a Permitted Lien.

         

                   
          (c)             The
          Subsidiary Guarantee of a Subsidiary Guarantor will be automatically
          released:

         

        (1)
                      in connection
          with any sale or other disposition of all of the Capital Stock of a Subsidiary
          Guarantor to a Person that is not (either before or after giving effect
          to such
          transaction) an Affiliate of the Company, if the sale or other disposition
          complies with Section 4.10; or

         

         

        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        

         

        (2)
                      in connection
          with the release or discharge of the Guarantee which resulted in the creation
          of
          such Subsidiary Guarantee pursuant to this Section 4.21, except a discharge
          or
          release by, or as a result of, a payment under such Guarantee.

         

        ARTICLE
          FIVE

         

        SUCCESSORS

         

        Section
          5.01    Merger,
          Consolidation or Sale of
          Assets.

         

                   
          (a)             The
          Company shall not, directly or indirectly: (1) consolidate or merge with
          or into
          another Person (whether or not the Company is the surviving corporation)
          or (2)
          convey, transfer or lease its properties and assets substantially as an
          entirety, in one or more related transactions, to another Person or Persons,
          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 conveyance, transfer or lease shall have been made (i) is a
          corporation organized or existing under the laws of the United States,
          any state
          thereof or the District of Columbia and (ii) 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;

         

        (2)
                      immediately
          after giving effect to such transaction, no Default or Event of Default
          exists;
          and

         

        (3)
                      immediately
          after giving effect to such transaction, the Company or the Person formed
          by or
          surviving any such consolidation or merger (if other than the Company),
          or to
          which such conveyance, transfer or lease shall have been made, will, on
          the date
          of such transaction after giving pro forma effect thereto and any related
          financing transactions as if the same had occurred at the beginning of
          the
          applicable four-quarter period, 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).

         

                   
          (b)             Clause
          (3) of subsection 5.01(a) shall not apply to any merger, consolidation
          or
          conveyance, transfer or lease of assets between or among the Company and
          any of
          its Restricted Subsidiaries.

         

        Section
          5.02    Successor
          Corporation
          Substituted.

         

        The
          Person formed by or surviving any
          such consolidation or merger (if other than the Company), or to which such
          conveyance, transfer or lease shall have been made, shall succeed to, and
          be
          substituted for, and may exercise every right and power of, the Company
          under
          this Indenture, and the predecessor Company, except in the case of a lease,
          shall be released from any obligation to pay the principal or premium,
          if any,
          and interest on, the Notes.

         

         

        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          SIX

         

        DEFAULTS
          AND REMEDIES

         

        Section
          6.01    Events
          of Default.

         

                   
          (a)             Each of
          the following is an “Event of
          Default”:

         

        (1)
                      default for
          30 days in the payment when due of interest (including any Additional Interest)
          on the Notes;

         

        (2)
                      default in
          payment when due (whether at maturity, upon acceleration, redemption or
          otherwise) of the principal of, or premium, if any, on the Notes;

         

        (3)
                      failure by
          the Company or any of its Restricted Subsidiaries to comply with Sections
          4.10,
          4.14, 4.15 or 5.01;

         

        (4)
                      failure by
          the Company or any of its Restricted Subsidiaries for 30 days after written
          notice by the Trustee or Holders representing 25% or more of the aggregate
          principal amount of Notes outstanding 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 at final maturity thereof; or

         

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

         

        and,
          in
          each case the principal amount of any such Indebtedness, together with
          the
          principal amount of any other such Indebtedness under which there has been
          a
          similar default, aggregates $20.0 million or more;

         

        (6)
                      failure by
          the Company or any of its Restricted Subsidiaries to pay final judgments
          aggregating in excess of $20.0 million, net of any amount covered by insurance
          issued by a reputable and creditworthy insurer that has not contested coverage
          with respect to the underlying claim, which judgments are not paid, discharged
          or stayed for a period of 60 days;

         

         

        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        

         

        (7)
                      the Company
          or any Significant Subsidiary of the Company 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;
          or

         

        (C)           
          makes a general assignment for the benefit of its creditors, and

         

        (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, in an involuntary case; or

         

        (B)           
          appoints a custodian of the Company or any of its Restricted Subsidiaries
          that
          is 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

         

        (C)           
          orders the liquidation of the Company or any of its Restricted Subsidiaries
          that
          is a Significant Subsidiary;

         

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

         

        A
          Default under clause (4) of
          subsection 6.01(a) is not an Event of Default until the Trustee or the
          Holders
          of at least 25% in aggregate principal amount of the Notes then outstanding
          notify the Company (and in the case of such notice by Holders, the Trustee)
          of
          the Default and the Company does not cure such Default within the time
          specified
          after receipt of such notice. Such notice must specify the Default, demand
          that
          it be remedied and state that such notice is a “Notice of Default”.

         

        Section
          6.02    Acceleration.

         

        In
          the case of an Event of Default
          specified in clause (7) or (8) of subsection 6.01(a) hereof, with respect
          to the
          Company, all outstanding Notes will become due and payable immediately
          without
          further action or notice. If any other Event of Default occurs and is
          continuing, the Trustee or the Holders of at least 25% in principal amount
          of
          the then outstanding Notes may declare all the Notes to be due and payable
          immediately by notice in writing to the Company specifying the Event of
          Default.

         

        Section
          6.03    Other
          Remedies.

         

                   
          (a)             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, interest,
          and
          Additional Interest, if any, with respect to, the Notes or to enforce the
          performance of any provision of the Notes or this Indenture.

         

                   
          (b)             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.

         

         

        
          
            
            

          

          
            70

            
              

            

          

          
            
            

          

        

         

        Section
          6.04    Waiver
          of Past Defaults.

         

                   
          (a)             Subject
          to Sections 6.07 and 9.02, Holders of a majority in aggregate principal
          amount
          of the Notes then outstanding by notice to the Trustee, may on behalf of
          the
          Holders of all of the Notes waive any existing Default or Event of Default
          and
          its consequences hereunder, except a continuing Default or Event of Default
          in
          the payment of interest or Additional Interest on, or the principal of,
          the
          Notes; provided, however,
          that the Holders of
          a majority in principal amount of the then outstanding Notes may rescind
          an
          acceleration and its consequences, including any related payment default
          that
          resulted from such acceleration if:

         

        (1)
                      the Company
          has paid or deposited with the Trustee a sum sufficient to pay:

         

        (A)           
          all overdue interest on all outstanding Notes,

         

        (B)           
          all unpaid principal of (and premium, if any, on) any outstanding Notes
          that has
          become due otherwise than by such declaration of acceleration,

         

        (C)           
          to the extent that payment of such interest is lawful, interest on overdue
          interest and overdue principal at the rate borne by such Notes, and

         

        (D)           
          all sums paid or advanced by the Trustee hereunder and the reasonable
          compensation, expenses, disbursements and advances of the Trustee, its
          agents
          and counsel; and

         

        (2)
                      all Events of
          Default, other than the non-payment of amounts of principal (or premium,
          if any,
          on) or interest on Notes which have become due solely by such declaration
          of
          acceleration, have been cured or waived as provided in subsection
          6.04(a).

         

                   
          (b)             The
          Company shall deliver to the Trustee an Officers’ Certificate stating that the
          requisite percentage of Holders have consented to the waiver provided in
          subsection 6.04(a) and attaching copies of such consents. In case of any
          such
          waiver, the Company, the Trustee and the Holders shall be restored to their
          former positions and rights hereunder and under the Notes, respectively.
          This
          Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such
          Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this
          Indenture
          and the Notes, as permitted by the TIA. 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.

         

        The
          Holders of a majority in principal
          amount of the then outstanding Notes will have the right to 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
          the
          Trustee. However, the Trustee may refuse to follow any direction that conflicts
          with law or this Indenture, that may involve the Trustee in personal liability,
          or that the Trustee determines in good faith may be unduly prejudicial
          to the
          rights of Holders of Notes not joining in the giving of such direction
          and may
          take any other action it deems proper that is not inconsistent with any
          such
          direction received from Holders of Notes.

         

         

        
          
            
            

          

          
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        Section
          6.06    Limitation
          on Suits.

         

                   
          (a)             A Holder
          may not pursue any remedy with respect to this Indenture or the Notes
          unless:

         

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

         

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

         

        (3)
                      such Holder
          or Holders offer the Trustee indemnity satisfactory to the Trustee against
          any
          costs, liability or expense;

         

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

         

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

         

                   
          (b)             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
          the
          principal of, or interest or premium and Additional Interest, if any, on
          such
          Note or to bring suit for the enforcement of any such payment, on or after
          the
          due date expressed in the Notes, 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
          clause (1) or (2) of subsection 6.01(a) occurs and is continuing, the Trustee
          is
          authorized to recover judgment in its own name and as trustee of an express
          trust against the Company for the whole amount of principal of, premium,
          if any,
          interest, and Additional Interest, if any, remaining unpaid on the Notes
          and
          interest on overdue principal and premium, if any, and, to the extent lawful,
          interest and Additional Interest, if any, 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.

         

         

        
          
            
            

          

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

         

        Section
          6.10    Priorities.

         

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

         

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

         

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

         

        Third:
          to the Company or to such party
          as a court of competent jurisdiction shall direct.

         

                   
          (b)             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 ten percent in principal amount of the then outstanding
          Notes.

         

         

        
          
            
            

          

          
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        ARTICLE
          SEVEN

         

        TRUSTEE

         

        Section
          7.01    Duties
          of Trustee.

         

        Except
          to the extent, if any, provided
          otherwise in the Trust Indenture Act of 1939 (as from time to time in
          effect):

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

         

        
          
            
            

          

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

         

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

         

                   
          (f)             Money
          held in trust by the Trustee need not be segregated from other funds except
          to
          the extent required by law. The Trustee shall be under no liability for
          interest
          on any money received by it hereunder except to the extent the Trustee
          may, at
          its sole option, otherwise agree with the Company.

         

        Section
          7.02    Certain
          Rights of
          Trustee.

         

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

         

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

         

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

         

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

         

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

         

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

         

                   
          (g)             The
          Trustee shall not be deemed to have notice of any Default or Event of Default
          unless a Responsible Officer of the Trustee has actual knowledge thereof
          or
          unless written notice of such event is sent to the Trustee in accordance
          with
          Section 11.02 hereof, and such notice references the Notes.

         

         

        
          
            
            

          

          
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          (h)             The
          Trustee shall not be bound to make any investigation into facts or matters
          stated in any resolution, certificate, statement, instrument, opinion,
          report,
          notice, request, direction, consent, order or other paper or document,
          but the
          Trustee, in its discretion, may make such further inquiry or investigation
          into
          such facts or matters as it sees fit, and, if the Trustee shall determine
          to
          make such further inquiry or investigation, it shall be entitled to examine
          books, records and premises of the Company, personally or by agent or
          attorney.

         

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

         

        Section
          7.04    Trustee’s
          Disclaimer.

         

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

         

        Section
          7.05    Notice
          of Defaults.

         

        If
          a Default or Event of Default occurs
          and is continuing and if it is known to the Trustee, the Trustee shall
          mail to
          Holders 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, premium, interest or Additional Interest on any Note, the
          Trustee
          may withhold the notice if and so long as a committee of its Responsible
          Officers in good faith determines that withholding the notice is in the
          interests of the Holders of the Notes.

         

        Section
          7.06    Reports
          by Trustee to Holders of the
          Notes.

         

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

         

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

         

         

        
          
            
            

          

          
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        Section
          7.07    Compensation
          and
          Indemnity.

         

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

         

                   
          (b)             The
          Company shall indemnify the Trustee and its officers, directors, employees,
          representatives and agents against any and all losses, liabilities or expenses
          incurred by it, including for any agent capacity in which it acts, arising
          out
          of or in connection with the acceptance or administration of its duties
          under
          this Indenture, including the costs and expenses of enforcing this Indenture
          against the Company (including this Section 7.07) and defending itself
          against
          any claim (whether asserted by either of the Company or any Holder or any
          other
          person) or liability in connection with the exercise or performance of
          any of
          its powers or duties hereunder, except to the extent any such loss, liability
          or
          expense may be attributable to its negligence, bad faith or willful misconduct.
          The Trustee shall notify the Company promptly of any claim for which it
          may seek
          indemnity. Failure by the Trustee to so notify the Company shall not relieve
          the
          Company of its obligations hereunder unless the failure to notify the Company
          impairs the Company’s ability to defend such claim. The Company shall defend the
          claim and the Trustee shall cooperate in the defense. The Trustee may have
          separate counsel and the Company shall pay the reasonable fees and expenses
          of
          such counsel. The Company need not pay for any settlement made without
          its
          consent.

         

                   
          (c)             The
          obligations of the Company under this Section 7.07 shall survive the
          satisfaction and discharge of this Indenture and resignation or removal
          of the
          Trustee.

         

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

         

                   
          (e)             When the
          Trustee incurs expenses or renders services after an Event of Default specified
          in clause (7) or (8) of subsection 6.01(a) 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 shall comply with the provisions of TIA Section 313(b)(2) to the
          extent
          applicable.

         

         

        
          
            
            

          

          
            77

            
              

            

          

          
            
            

          

        

         

        Section
          7.08    Replacement
          of Trustee.

         

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

         

                   
          (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
          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 shall promptly appoint a successor Trustee.
          Within
          one year after the successor Trustee takes office, the Holders of a majority
          in
          principal amount of the then outstanding Notes may appoint a successor
          Trustee
          to replace the successor Trustee appointed by the Company.

         

                   
          (d)             If a
          successor Trustee does not take office within 30 days after the retiring
          Trustee
          resigns or is removed, the retiring Trustee, the Company, or the Holders
          of
          Notes of at least 10% in principal amount of the then outstanding Notes
          may
          petition at the expense of the Company any court of competent jurisdiction
          for
          the appointment of a successor Trustee.

         

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

         

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

         

                   
          (g)             If the
          Trustee is removed without cause, all of the Trustee’s fees and expenses
          incurred prior to such removal shall be paid to the Trustee
          promptly.

         

         

        
          
            
            

          

          
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        Section
          7.09    Successor
          Trustee by Merger,
          Etc.

         

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

         

        Section
          7.10    Eligibility;
          Disqualification.

         

        There
          shall at all times be a Trustee
          hereunder that is a corporation organized and doing business under the
          laws of
          the United States of America or of any state thereof that is authorized
          under
          such laws to exercise corporate trustee power, that is subject to supervision
          or
          examination by federal or state authorities and that has a combined capital
          and
          surplus of at least $50.0 million as set forth in its most recent published
          annual report of condition.

         

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

         

        Section
          7.11    Preferential
          Collection of Claims Against
          Company.

         

        The
          Trustee is subject to TIA Section
          311(a), excluding any creditor relationship listed in TIA Section 311(b).
          A
          Trustee who has resigned or been removed shall be subject to TIA Section
          311(a)
          to the extent indicated therein. The Trustee hereby waives any right to
          set-off
          any claim that it may have against the Company in any capacity (other than
          as
          Trustee and Paying Agent) against any of the assets of the Company held
          by the
          Trustee; provided,
however,
          that if the
          Trustee is or becomes a lender of any other Indebtedness permitted hereunder
          to
          be pari passu with the
          Notes, then such waiver shall not apply to the extent of such
          Indebtedness.

         

        ARTICLE
          EIGHT

         

        DEFEASANCE
          AND COVENANT DEFEASANCE

         

        Section
          8.01    Option
          to Effect Legal Defeasance or Covenant
          Defeasance.

         

        The
          Company may, at its option, 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 Eight.

         

        Section
          8.02    Legal
          Defeasance and
          Discharge.

         

        Upon
          the Company’s exercise under
          Section 8.01 hereof of the option applicable to this Section 8.02, the
          Company
          shall, subject to the satisfaction of the conditions set forth in Section
          8.04
          hereof, be deemed to have been discharged from its obligations with respect
          to
          all outstanding Notes on the date the conditions set forth below are satisfied
          (hereinafter, “Legal
          Defeasance”). For this purpose, Legal Defeasance means that the Company
          shall be deemed to have paid and discharged the entire Indebtedness represented
          by the outstanding Notes, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of
          this
          Indenture referred to in (a) and (b) below, and to have satisfied all its
          other
          obligations under such Notes and this Indenture (and the Trustee, on demand
          of
          and at the expense of the Company, shall execute proper instruments
          acknowledging the same), except for the following provisions which shall
          survive
          until otherwise terminated or discharged hereunder: (a) the rights of Holders
          of
          outstanding Notes to receive solely from the trust fund described in Section
          8.04 hereof, and as more fully set forth in such Section, payments in respect
          of
          the principal of, premium, if any, interest and Additional Interest, if
          any, on
          such Notes when such payments are due, (b) the Company’s obligations with
          respect to such Notes under Article 2 concerning issuing temporary Notes,
          registration of Notes and mutilated, destroyed, lost or stolen Notes and
          the
          Company’s obligations under Section 4.02 hereof, (c) the rights, powers, trusts,
          duties and immunities of the Trustee hereunder and the Company’s obligations in
          connection therewith and (d) this Article 8. Subject to compliance with
          this
          Article 8, the Company may exercise its option under this Section 8.02
          notwithstanding the prior exercise of its option under Section 8.03
          hereof.

         

         

        
          
            
            

          

          
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        Section
          8.03    Covenant
          Defeasance.

         

        Upon
          the Company’s exercise under
          Section 8.01 hereof of the option applicable to this Section 8.03, the
          Company
          shall, subject to the satisfaction of the conditions set forth in Section
          8.04
          hereof, be released from its obligations under the covenants contained
          in
          Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
          4.17,
          4.19 and 4.21 and shall not be subject to clause (3) of subsection 5.01(a)
          hereof with respect to the outstanding Notes on and after the date the
          conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the
          Notes shall thereafter be deemed not “outstanding” for the purposes of any
          direction, waiver, consent or declaration or act of Holders (and the
          consequences of any thereof) in connection with such covenants and conditions,
          but shall continue to be deemed “outstanding” for all other purposes hereunder
          (it being understood that such Notes shall not be deemed outstanding for
          accounting purposes). For this purpose, Covenant Defeasance means that,
          with
          respect to the outstanding Notes, the Company may omit to comply with and
          shall
          have no liability in respect of any term, condition or limitation set forth
          in
          any such covenant, whether directly or indirectly, by reason of any reference
          elsewhere herein to any such covenant or by reason of any reference in
          any such
          covenant to any other provision herein or in any other document and such
          omission to comply shall not constitute a Default or an Event of Default
          under
          Section 6.01 hereof, but, except as specified above, the remainder of this
          Indenture and such Notes shall be unaffected thereby. 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, clauses (3) through (6) of subsection 6.01(a) shall not constitute
          Events of Default.

         

        Section
          8.04    Conditions
          to Legal or Covenant
          Defeasance.

         

                   
          (a)             The
          following shall be the conditions to the application of either Section
          8.02 or
          8.03 hereof to the outstanding Notes:

         

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

         

         

        
          
            
            

          

          
            80

            
              

            

          

          
            
            

          

        

         

        (2)
                      in the case
          of Legal Defeasance, the Company shall have delivered to the Trustee an
          Opinion
          of Counsel reasonably acceptable to the Trustee confirming that (A) the
          Company
          has received from, or there has been published by, the Internal Revenue
          Service
          a ruling or (B) since the date of this Indenture, there has been a change
          in the
          applicable federal income tax law, in either case to the effect that, and
          based
          thereon such Opinion of Counsel shall confirm that, the Holders of the
          outstanding Notes will not recognize income, gain or loss for federal income
          tax
          purposes as a result of such Legal Defeasance and will be subject to federal
          income tax on the same amounts, in the same manner and at the same times
          as
          would have been the case if such Legal Defeasance had not occurred;

         

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

         

        (4)
                      no Default or
          Event of Default shall have occurred and be continuing either: (A) on the
          date
          of such deposit; or (B) insofar as the Events of Default set forth in clauses
          (7) and (8) of subsection 6.01(a) are concerned, at any time in the period
          ending on the 123rd day after the date of deposit;

         

        (5)
                      such Legal
          Defeasance or Covenant Defeasance will not result in a breach or violation
          of,
          or constitute a default under any material agreement or instrument 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 have delivered to the Trustee an Opinion of Counsel to the effect
          that the
          defeasance trust does not constitute, or is qualified as, a regulated investment
          company under the Investment Company Act of 1940;

         

        (7)
                      if the Notes
          are to be redeemed prior to their Stated Maturity, the Company must deliver
          to
          the Trustee irrevocable instructions to redeem all of the Notes on the
          specified
          redemption date; and

         

        (8)
                      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.

         

         

        
          
            
            

          

          
            81

            
              

            

          

          
            
            

          

        

         

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

         

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

         

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

         

                   
          (c)             Anything
          in this Article Eight to the contrary notwithstanding, the Trustee shall
          deliver
          or pay to the Company from time to time upon the request of the Company
          any
          money or 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 subsection 8.04(a) hereof),
          are in excess of the amount thereof that would then be required to be deposited
          to effect an equivalent Legal Defeasance or Covenant Defeasance.

         

        Section
          8.06    Repayment
          to the Company.

         

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

         

        Section
          8.07    Reinstatement.

         

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

         

         

        
          
            
            

          

          
            82

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          NINE

         

        AMENDMENT,
          SUPPLEMENT AND WAIVER

         

        Section
          9.01    Without
          Consent of Holders of
          Notes.

         

                   
          (a)            
Notwithstanding subsection 9.02(e) of this Indenture, the Company and the
          Trustee may amend or supplement this Indenture or the Notes without the
          consent
          of any Holder of a Note:

         

        (1)
                      to cure any
          ambiguity, defect or inconsistency;

         

        (2)
                      to make any
          change that does not adversely affect the rights of any Holder of the Notes
          in
          any material respect;

         

        (3)
                      to provide
          for uncertificated Notes in addition to or in place of certificated
          Notes;

         

        (4)
                      to provide
          for the assumption of the Company’s obligations to Holders of Notes in the case
          of a merger or consolidation or sale of all or substantially all of the
          Company’s assets;

         

        (5)
                      to make any
          change that would provide any additional rights or benefits to the Holders
          of
          Notes or that does not adversely affect the legal rights under this Indenture
          of
          any such Holder;

         

        (6)
                      to comply
          with requirements of the Commission in order to effect or maintain the
          qualification of this Indenture under the TIA;

         

        (7)
                      to comply
          with Section 4.21, including to release any Subsidiary Guarantor upon its
          sale
          or designation as an Unrestricted Subsidiary or other permitted release
          from its
          Guarantee in accordance with this Indenture;

         

        (8)
                      to provide a
          Guarantee of the Notes by one or more Subsidiaries of the Company;

         

        (9)
                      to evidence
          and provide for the acceptance of appointment of a successor Trustee;
          or

         

         

        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

        

         

        (10)
                      to provide
          for the issuance of Additional Notes in accordance with the limitations
          set
          forth in this Indenture.

         

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

         

        Section
          9.02     With
          Consent of Holders of
          Notes.

         

                   
          (a)             Except as
          otherwise provided in this Section 9.02, the Company and the Trustee may
          amend
          or supplement this Indenture or the Notes with the consent of the Holders
          of at
          least a majority in principal amount of the Notes then outstanding (including,
          without limitation, consents obtained in connection with a purchase of,
          or
          tender offer or exchange offer for, Notes), and, subject to Sections 6.04
          and
          6.07 hereof, any existing Default or Event of Default or compliance with
          any
          provision of this Indenture or the Notes may be waived with the consent
          of the
          Holders of a majority in principal amount of the then outstanding Notes
          (including Additional Notes, if any) (including, without limitation, consents
          obtained in connection with a purchase of, or tender offer or exchange
          offer
          for, Notes).

         

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

         

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

         

                   
          (d)             It shall
          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 shall be sufficient if such consent approves the substance
          thereof.

         

         

        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        

         

                   
          (e)             After an
          amendment, supplement or waiver under this Section becomes effective, the
          Company shall 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, shall not, however, in any way
          impair
          or affect the validity of any such amendment, supplement or waiver. Subject
          to
          Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal
          amount of the then outstanding Notes (including Additional Notes, if any)
          may
          waive compliance in a particular instance by the Company with any provision
          of
          this Indenture, or the Notes. However, without the consent of each Holder
          affected, an amendment or waiver under this Section 9.02 may not (with
          respect
          to any Notes held by a non-consenting Holder):

         

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

         

        (2)
                      reduce the
          principal of or change the fixed maturity of any Note or alter the provisions,
          or waive any payment, with respect to the redemption of the Notes;

         

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

         

        (4)
                      waive a
          Default or Event of Default in the payment of principal of, or interest,
          or
          premium or Additional Interest, if any, on the Notes (except a rescission
          of
          acceleration of the Notes by the Holders of at least a majority in aggregate
          principal amount of the Notes and a waiver of the payment default that
          resulted
          from such acceleration);

         

        (5)
                      make any Note
          payable in money other than U.S. dollars;

         

        (6)
                      make any
          change in Section 6.04 or 6.07;

         

        (7)
                      impair the
          right to institute suit for the enforcement of any payment on or with respect
          to
          the Notes;

         

        (8)
                      except as
          otherwise permitted under Section 5.01, consent to the assignment or transfer
          by
          the Company of any of their rights or obligations under this Indenture;
          or

         

        (9)
                      make any
          change in this subsection 9.02(e).

         

        Section
          9.03    Compliance
          with Trust Indenture
          Act.

         

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

         

        Section
          9.04    Revocation
          and Effect of
          Consents.

         

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

         

         

        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

        

         

        Section
          9.05    Notation
          on or Exchange of
          Notes.

         

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

         

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

         

        Section
          9.06    Trustee
          to Sign Amendments,
          Etc.

         

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

         

        ARTICLE
          TEN

         

        SATISFACTION
          AND DISCHARGE

         

        Section
          10.01    Satisfaction
          and
          Discharge.

         

                   
          (a)             This
          Indenture shall be discharged and shall cease to be of further effect as
          to all
          Notes issued hereunder, when:

         

        (1)
                     
either:

         

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

         

        (B)           
          all Notes that have not been delivered to the Trustee for cancellation
          have
          become due and payable by reason of the making of a notice of redemption
          or
          otherwise or will become due and payable within one year and the Company
          has
          irrevocably deposited or caused to be deposited with the Trustee as trust
          funds
          in trust solely for the benefit of the Holders, 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 Additional Interest, if any,
          and
          accrued interest to the Stated Maturity or the date of maturity or
          redemption;

         

         

        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

        

         

        (2)
                      no Default or
          Event of Default shall have occurred and be continuing on the date of such
          deposit or shall occur as a result of such deposit and such deposit will
          not
          result in a breach or violation of, or constitute a default under, any
          material
          agreement or instrument to which the Company is a party or by which the
          Company
          is bound;

         

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

         

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

         

                   
          (b)             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.

         

                   
          (c)            
Notwithstanding subsection (a) of this Section 10.01 above, the Trustee
          shall
          pay to the Company from time to time upon its request any cash or Government
          Securities held by it as provided in this section which, in the opinion
          of a
          nationally recognized firm of independent public accountants expressed
          in a
          written certification delivered to the Trustee, are in excess of the amount
          thereof that would then be required to be deposited to effect a satisfaction
          and
          discharge under this Article Ten.

         

                   
          (d)             After the
          conditions to discharge contained in this Article Ten have been satisfied,
          and
          the Company has paid or caused to be paid all other sums payable hereunder
          by
          the Company, and delivered to the Trustee an Officers’ Certificate and Opinion
          of Counsel, each stating that all conditions precedent to satisfaction
          and
          discharge have been satisfied, the Trustee upon written request shall
          acknowledge in writing the discharge of the obligations of the Company
          under
          this Indenture.

         

        Section
          10.02    Deposited
          Money and Government Securities to
          Be Held in Trust; Other Miscellaneous Provisions.

         

        Subject
          to Section 10.03 hereof, all
          money and non-callable Government Securities (including the proceeds thereof)
          deposited with the Trustee pursuant to Section 10.01 hereof in respect
          of the
          outstanding Notes shall be held in trust and applied by the Trustee, in
          accordance with the provisions of such Notes and this Indenture, to the
          payment,
          either directly or through any Paying Agent (including the Company acting
          as
          Paying Agent) as the Trustee may determine, to the Holders of such Notes
          of all
          sums due and to become due thereon in respect of principal, premium and
          Additional Interest, if any, and interest, but such money need not be segregated
          from other funds except to the extent required by law.

         

         

        
          
            
            

          

          
            87

            
              

            

          

          
            
            

          

        

         

        Section
          10.03    Repayment
          to the Company.

         

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

         

        ARTICLE
          ELEVEN

         

        MISCELLANEOUS

         

        Section
          11.01    Trust
          Indenture Act
          Controls.

         

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

         

        Section
          11.02    Notices.

         

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

         

        If
          to the
          Company :

         

        IKON
          Office Solutions, Inc.

        70
          Valley
          Stream Parkway

        Malvern,
          PA 19355

        Facsimile:
          (610) 408-7028

         

        Attention:
          Chief Executive Officer and Chief Financial Officer

         

         

        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        

         

        With
          a
          copy to:

         

        Cravath,
          Swaine & Moore LLP

        Worldwide
          Plaza

        825
          Eighth Avenue

        New
          York,
          NY 10019-7475

        Facsimile:
          (212) 474-3700

         

        Attention:
          Andrew J. Pitts, Esq.

         

        If
          to the
          Trustee:

         

        The
          Bank
          of New York

        Corporate
          Trust Division

        101
          Barclay Street — Floor 8W

        New
          York,
          NY 10286

        Facsimile:
          (212) 815-5704

         

        Attention:
          Corporate Trust Division

         

                   
          (b)             The
          Company or the Trustee, by notice to the other may designate additional
          or
          different addresses for subsequent notices or communications.

         

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

         

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

         

                   
          (e)             Where
          this Indenture provides for notice in any manner, such notice may be waived
          in
          writing by the Person entitled to receive such notice, either before or
          after
          the event, and such waiver shall be the equivalent of such notice. Waivers
          of
          notice by Holders shall be filed with the Trustee, but such filing shall
          not be
          a condition precedent to the validity of any action taken in reliance on
          such
          waiver.

         

                   
          (f)             In case
          by reason of the suspension of regular mail service or by reason of any
          other
          cause it shall be impracticable to give such notice by mail, then such
          notification as shall be made with the approval of the Trustee shall constitute
          a sufficient notification for every purpose hereunder.

         

         

        
          
            
            

          

          
            89

            
              

            

          

          
            
            

          

        

         

                   
          (g)             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.

         

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

         

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

         

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

         

        Section
          11.04    Certificate
          and Opinion as to Conditions
          Precedent.

         

                   
          (a)             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
          shall include the statements set forth in Section 11.05 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
          shall include the statements set forth in Section 11.05 hereof) stating
          that, in
          the opinion of such counsel (who may rely upon and Officers’ Certificate as to
          matters of fact), all such conditions precedent and covenants have been
          satisfied.

         

        Section
          11.05    Statements
          Required in Certificate or
          Opinion.

         

                   
          (a)             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 Section 314(a)(4)) shall comply with the provisions of TIA Section
          314(e)
          and shall include:

         

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

         

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

         

        (3)
                      a statement
          that, in the opinion of such Person, he or she has made such examination
          or
          investigation as is necessary to enable him to express an informed opinion
          as to
          whether or not such covenant or condition has been complied with;
          and

         

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

         

         

        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        

         

        Section
          11.06    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
          11.07    No
          Personal Liability of Directors, Officers,
          Employees and Stockholders.

         

        No
          director, officer, employee,
          incorporator or stockholder of the Company, as such, shall have any liability
          for any obligations of the Company under the Notes, this Indenture, or
          for any
          claim based on, in respect of, or by reason of, such obligations or their
          creation. Each Holder of Notes by accepting a Note waives and releases
          all such
          liability. This waiver and release are part of the consideration for issuance
          of
          the Notes.

         

        Section
          11.08    Governing
          Law.

         

        THE
          LAWS OF THE STATE OF NEW YORK SHALL
          GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

         

        Section
          11.09    Consent
          to Jurisdiction.

         

        Any
          legal suit, action or proceeding
          arising out of or based upon this Indenture or the transactions contemplated
          hereby (“Related
          Proceedings”) may be instituted in the federal courts of the United
          States of America located in the City of New York or the courts of the
          State of
          New York in each case located in the City of New York (collectively, the
“Specified Courts”), and each
          party irrevocably submits to the non-exclusive jurisdiction of such courts
          in
          any such suit, action or proceeding. Service of any process, summons, notice
          or
          document by mail (to the extent allowed under any applicable statute or
          rule of
          court) to such party’s address set forth above shall be effective service of
          process for any suit, action or other proceeding brought in any such court.
          The
          parties irrevocably and unconditionally waive any objection to the laying
          of
          venue of any suit, action or other proceeding in the Specified Courts and
          irrevocably and unconditionally waive and agree not to plead or claim in
          any
          such court has been brought in an inconvenient forum.

         

        Section
          11.10    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
          any of
          its Subsidiaries or of any other Person. Any such indenture, loan or debt
          agreement may not be used to interpret this Indenture.

         

        Section
          11.11    Successors.

         

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

         

         

        
          
            
            

          

          
            91

            
              

            

          

          
            
            

          

        

         

        Section
          11.12    Severability.

         

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

         

        Section
          11.13    Counterpart
          Originals.

         

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

         

        Section
          11.14    Acts
          of Holders.

         

                   
          (a)             Any
          request, demand, authorization, direction, notice, consent, waiver or other
          action provided by this Indenture to be given or taken by the Holders may
          be
          embodied in and evidenced by one or more instruments of substantially similar
          tenor signed by such Holders in person or by agents duly appointed in writing;
          and, except as herein otherwise expressly provided, such action shall become
          effective when such instrument or instruments are delivered to the Trustee
          and,
          where it is hereby expressly required, to the Company. Such instrument
          or
          instruments (and the action embodied therein and evidenced thereby) are
          herein
          sometimes referred to as the “Act” of the Holders
          signing
          such instrument or instruments. Proof of execution of any such instrument
          or of
          a writing appointing any such agent shall be sufficient for any purpose
          of this
          Indenture and conclusive in favor of the Trustee and the Company if made
          in the
          manner provided in this Section 11.14.

         

                   
          (b)             The fact
          and date of the execution by any Person of any such instrument or writing
          may be
          proved by the affidavit of a witness of such execution or by a certificate
          of a
          notary public or other officer authorized by law to take acknowledgments
          of
          deeds, certifying that the individual signing such instrument or writing
          acknowledged to such witness, notary or officer the execution thereof.
          Where
          such execution is by a signer acting in a capacity other than his individual
          capacity, such certificate or affidavit shall also constitute sufficient
          proof
          of authority. The fact and date of the execution of any such instrument
          or
          writing, or the authority of the Person executing the same, may also be
          proved
          in any other manner which the Trustee deems sufficient.

         

                   
          (c)            
Notwithstanding anything to the contrary contained in this Section 11.14,
          the
          principal amount and serial numbers of Notes held by any Holder, and the
          date of
          holding the same, shall be proved by the register of the Notes maintained
          by the
          Registrar as provided in Section 2.04 hereof.

         

                   
          (d)             If the
          Company shall solicit from the Holders of the Notes any request, demand,
          authorization, direction, notice, consent, waiver or other Act, the Company
          may,
          at its option, by or pursuant to a Board Resolution, fix in advance a record
          date for the determination of Holders entitled to give such request, demand,
          authorization, direction, notice, consent, waiver or other Act, but the
          Company
          shall have no obligation to do so. Notwithstanding TIA Section 316(c),
          such
          record date shall be the record date specified in or pursuant to such Board
          Resolution, which shall be a date not earlier than the date 30 days prior
          to the
          first solicitation of Holders generally in connection therewith or the
          date of
          the most recent list of Holders forwarded to the Trustee prior to such
          solicitation pursuant to Section 2.06 hereof and not later than the date
          such
          solicitation is completed. If such a record date is fixed, such request,
          demand,
          authorization, direction, notice, consent, waiver or other Act may be given
          before or after such record date, but only the Holders of record at the
          close of
          business on such record date shall be deemed to be Holders for the purposes
          of
          determining whether Holders of the requisite proportion of the then outstanding
          Notes have authorized or agreed or consented to such request, demand,
          authorization, direction, notice, consent, waiver or other Act, and for
          that
          purpose the then outstanding Notes shall be computed as of such record
          date;
provided that no such
          authorization, agreement or consent by the Holders on such record date
          shall be
          deemed effective unless it shall become effective pursuant to the provisions
          of
          this Indenture not later than eleven months after the record date.

         

         

        
          
            
            

          

          
            92

            
              

            

          

          
            
            

          

        

         

                   
          (e)             Any
          request, demand, authorization, direction, notice, consent, waiver or other
          Act
          of the Holder of any Note shall bind every future Holder of the same Note
          and
          the Holder of every Note issued upon the registration or transfer thereof
          or in
          exchange therefor or in lieu thereof in respect of anything done, omitted
          or
          suffered to be done by the Trustee or the Company in reliance thereon,
          whether
          or not notation of such action is made upon such Note.

         

                   
          (f)             Without
          limiting the foregoing, a Holder entitled hereunder to take any action
          hereunder
          with regard to any particular Note may do so itself with regard to all
          or any
          part of the principal amount of such Note or by one or more duly appointed
          agents each of which may do so pursuant to such appointment with regard
          to all
          or any part of such principal amount.

         

        Section
          11.15    Benefit
          of Indenture.

         

        Nothing,
          in this Indenture or in the
          Notes, express or implied, shall give to any Person, other than the parties
          hereto, any Paying Agent, any Registrar and its successors hereunder, and
          the
          Holders, any benefit or any legal or equitable right, remedy or claim under
          this
          Indenture.

         

        Section
          11.16    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 shall in no way modify or restrict any of the terms
          or
          provisions hereof.

         

        [SIGNATURE
          PAGES FOLLOW]

         

         

        
          
            
            

          

          
            93

            
              

            

          

          
            
            

          

        

         

        
          
            	 	
                    Very
                      truly yours,

                  
	 	 
	 	
                    IKON
                      Office Solutions, Inc.

                  
	 	 	 
	 	
                    By:

                  	 /s/
                    Richard J. Obetz
	 	 	
                    Name: 
                      Richard J. Obetz

                  
	 	 	
                    Title:    Vice
                      President and Treasurer

                  
	 	 	 
	 	 	 
	 	 	 
	 	
                    The
                      Bank of New York, as Trustee

                  
	 	 
	 	
                    By:

                  	 /s/
                    Mary LaGumina
	 	 	
                    Name: 
                      Mary LaGumina

                  
	 	 	
                    Title:   
                      Vice President

                  


          

        

         

         

        
          
            
            

          

          
            94

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          A

         

        [Face
          of
          Note]

         

        IKON
          OFFICE SOLUTIONS, INC.

         

        SENIOR
          UNSECURED FLOATING RATE NOTES DUE 2012

         

        [Global
          Note Legend]

         

        THIS
          GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
          THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
          OWNERS
          HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
          THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
          PURSUANT
          TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
          IN
          WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III)
          THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
          SECTION
          2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
          SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

         

        [Private
          Placement Legend]

         

        THE
          SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
          A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
          SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
          EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
          ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
          PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
          SELLER
          MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
          SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
          EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:

         

        
          	
                   

                	
                  (A)

                	
                  SUCH
                    SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
                    ONLY
                    

                


        

         

        
          	
                   

                	
                  (i)
                    (a)

                	
                  TO
                    A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
                    BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
                    TRANSACTION
                    MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
                    THE
                    REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) FOR SO
                    LONG AS THE
                    SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
                    A PERSON IT
                    REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES
                    FOR
                    ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
                    BUYER TO
                    WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
                    ON RULE
                    144A, (d) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A
                    TRANSACTION
                    MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES
                    ACT, (e)
                    TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),
                    (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED
                    INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
                    LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE
                    FORM OF
                    WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER
                    IS IN
                    RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000,
                    AN
                    OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER
                    IS IN
                    COMPLIANCE WITH THE SECURITIES ACT, OR (f) IN ACCORDANCE WITH
                    ANOTHER
                    EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                    ACT (AND
                    BASED UPON AN OPINION OF COUNSEL, IF THE ISSUER SO REQUESTS),
                    

                


        

         

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (ii)

                	
                  TO
                    THE ISSUER, OR 

                


        

         

        
          
            	
                     

                  	
                    (iii)

                  	
                    PURSUANT
                      TO AN EFFECTIVE REGISTRATION
                      STATEMENT,

                  


          

           

          
            	 	 AND,
                    IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
                    OF ANY
                    STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;
                    AND


          

           

        

        
          	
                   

                	
                  (B)

                	
                  THE
                    HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
                    ANY
                    PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
                    RESTRICTIONS SET FORTH IN (A) ABOVE.


                


        

         

         

        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

         

        


        CUSIP
          No.
          [_______]

        ISIN
          No.
          [_______]

         

        


         

        No.
          **$______________**

         

        IKON
          OFFICE SOLUTIONS, INC.

         

        SENIOR
          UNSECURED FLOATING RATE NOTES DUE 2012

         

        Issue
          Date:

         

        IKON
          Office Solutions, Inc., an Ohio
          corporation (the “Company”, which term includes
          any successor under the Indenture hereinafter referred to), for value received,
          promises to pay to CEDE & CO., or its registered assigns, the principal sum
          of [Amount of Note] on January 1, 2012.

         

        Interest
          Payment Dates: January 1, April 1, July 1 and October 1, commencing April
          1,
          2008.

         

        Record
          Dates: March 15, June 15, September 15 and December 15.

         

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

         

        [SIGNATURE
          PAGE
          FOLLOWS]

         

        


        
          
            
            

          

          
            A-3

            
              

            

          

          
            
            

          

        

         

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

         

        
          
            	 	
                    IKON
                      OFFICE SOLUTIONS, INC.

                  
	 	 	 
	 	 	 
	 	
                    By:

                  	 
	 	Name: 	
                     

                  
	 	Title: 	
                     

                  


          

        

         

         

        
          
            
            

          

          
            A-4

            
              

            

          

          
            
            

          

        

         

        (Trustee’s
          Certificate of Authentication)

         

        This
          is
          one of the Senior Unsecured Floating Rate Notes due 2012 described in the
          within-mentioned Indenture.

         

        Dated:

        
           

          
            
              	 	
                      The
                        Bank of New York,

                      as
                        Trustee 

                    
	 	 	 
	 	 	 
	 	
                      By:

                    	 
	 	 	
                      Authorized
                        Signatory

                    
	 	 	
                       

                    


            

          

           

           

          
            
              
              

            

            
              A-5

              
                

              

            

            
              
              

            

          

           

        

         

        [Reverse
          Side of Note]

         

        IKON
          OFFICE SOLUTIONS, INC.

         

        SENIOR
          UNSECURED FLOATING RATE NOTES DUE 2012

         

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

         

        1.           
          Interest. The Company
          promises to pay interest on the principal amount of this Note at a variable
          rate, reset quarterly, equal to LIBOR (as defined below) plus the
          Applicable
          Margin (as defined below) from the date hereof until maturity and shall
          pay the
          Additional Interest, if any, payable pursuant to Section 4 of the Registration
          Rights Agreement referred to below. The Company shall pay interest and
          Additional Interest, if any, quarterly in arrears on January 1, April 1,
          July 1
          and October 1 of each year, or if any such day is not a Business Day, on
          the
          next succeeding Business Day (each an “Interest Payment Date”).
          Interest on the Notes shall accrue from the date of original issuance or
          if
          interest has already been paid from the most recent interest payment date
          to
          which interest has been paid; provided that the first
          Interest Payment Date shall be April 1, 2008. The Company shall pay interest
          (including post-petition interest in any proceeding under any Bankruptcy
          Law) on
          overdue principal and premium, if any, from time to time on demand at a
          rate
          that is 1% per annum in excess of the rate then in effect, to the extent
          lawful;
          it shall pay interest (including post-petition interest in any proceeding
          under
          any Bankruptcy Law) on overdue installments of interest and additional
          interest
          (without regard to any applicable grace periods) from time to time on demand
          at
          the same rate to the extent lawful. Interest shall be computed on the basis
          of a
          360-day year of twelve 30-day months.

         

        Notwithstanding
          anything herein to
          the contrary, in no event shall the aggregate amounts deemed interest hereunder
          be higher than the maximum rate permitted by New York law, as the same
          may be
          modified by United States law of general application.

         

        So
          long as any of the Notes remain
          outstanding, the Company shall maintain under appointment a calculation
          agent
          (the “Calculation
          Agent”) for the purpose of the Notes, which initially shall be the
          Trustee.  If the Trustee shall be unable or unwilling to continue to
          act as Calculation Agent or if the Calculation Agent fails to calculate
          properly
          the rate of interest for any Interest Period, the Company shall appoint
          another
          commercial or investment bank engaged in the London interbank market to
          act as
          the Calculation Agent. The Company may change the Calculation Agent without
          notice. The Calculation Agent may not resign in its duties, and the Company
          may
          not change the Calculation Agent, without a successor Calculation Agent
          having
          been appointed that meets the requirements of this paragraph.

        


        All
          certificates, communications,
          opinions, determinations, calculations, quotations and decisions given,
          expressed, made or obtained for the purposes of the provisions hereof relating
          to the payment and calculation of interest on the Notes, whether by the
          reference banks referred to below (or any of them) or the Calculation Agent,
          shall (in the absence of manifest error) be binding on the Company, the
          Calculation Agent and all of the Holders and owners of beneficial interests
          in
          these Notes, and no liability shall (in the absence of manifest error)
          attach to
          the Calculation Agent in connection with the exercise or non-exercise by
          it or
          its powers, duties and discretions.

         

         

        
          
            
            

          

          
            A-6

            
              

            

          

          
            
            

          

        

        
 

        For
          purposes of the foregoing, the
          following defined terms shall have the meanings set forth below:

         

        “Applicable
          Margin” means (a)
          from the Issue Date to (but excluding) July 1, 2008, 5.00% and (b) from
          (and
          including) July 1, 2008, 5.75%.

         

        “Determination
          Date” means,
          with respect to an Interest Period, the second London Banking Day preceding
          the
          first day of such Interest Period.

         

        “Interest
          Period” means the
          period commencing on and including an Interest Payment Date and ending
          on and
          including the day immediately preceding the next succeeding Interest Payment
          Date; provided, however,
          that the first
          Interest Period shall commence on and include December 20, 2007 and end
          on and
          include March 31, 2008.

         

        “LIBOR”
with
          respect to an
          Interest Period, will be the rate (expressed as a percentage per annum)
          for
          deposits in United States dollars for three-month periods beginning on
          the first
          day of such Interest Period that appears on Reuters Screen LIBOR01 as of
          11:00
          a.m., London time, on the Determination Date.  If Reuters Screen
          LIBOR01 does not include such a rate or is unavailable on a Determination
          Date,
          the Calculation Agent will request the principal London office of each
          of four
          major banks in the London interbank market, as selected by the Calculation
          Agent, to provide such bank’s offered quotation (expressed as a percentage per
          annum), as of approximately 11:00 a.m., London time, on such Determination
          Date,
          to prime banks in the London interbank market for deposits in a principal
          amount
          of not less than $1,000,000 for a three-month period beginning on the first
          day
          of such Interest Period.  If at least two such offered quotations are
          so provided, LIBOR for the Interest Period will be the arithmetic mean
          of such
          quotations.  If fewer than two such quotations are so provided, the
          Calculation Agent will request each of three major banks in New York City,
          as
          selected by the Calculation Agent, to provide such bank’s rate (expressed as a
          percentage per annum), as of approximately 11:00 a.m., New York City time,
          on
          such Determination Date, for loans in a principal amount of not less than
          $1,000,000 to leading European banks for a three-month period beginning
          on the
          first day of such Interest Period.  If at least two such rates are so
          provided, LIBOR for the Interest Period will be the arithmetic mean of
          such
          rates.  If fewer than two such rates are so provided, then LIBOR for
          the Interest Period will be LIBOR in effect with respect to the immediately
          preceding Interest Period.

         

        “London
          Banking Day” is any day
          in which dealings in United States dollars are transacted or, with respect
          to
          any future date, are expected to be transacted in the London interbank
          market.

         

        “Reuters
          Screen LIBOR01” means
          Reuters screen LIBOR01 page or any replacement page or pages on which London
          interbank rates of major banks for U.S. dollars are displayed.

         

        2.           
          Method of
          Payment.  The Company shall pay interest on the Notes (except
          defaulted interest) and additional interest, if any, to the Persons who
          are
          registered Holders of Notes at the close of business on the record date
          immediately 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 2.13 of the Indenture with respect to defaulted interest
          and
          in Sections 3.07 and 3.08 of the Indenture with respect to redemptions
          and
          offers to repurchase. All payments on Notes shall be made at the office
          or
          agency of the Paying Agent and Registrar within the City and State of New
          York
          unless the Company elects to make interest payments by check mailed to
          the
          Holders at their addresses set forth in the register of Holders. Such payment
          shall be in such coin or currency of the United States of America as at
          the time
          of payment is legal tender for payment of public and private debts.

         

         

        
          
            
            

          

          
            A-7

            
              

            

          

          
            
            

          

        

         

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

         

        4.           
          Indenture. The Company
          issued the Notes under an Indenture dated as of December 20, 2007 (“Indenture”) among the Company
          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 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
          Indenture pursuant to which this Note is issued provides that an unlimited
          aggregate principal amount of Additional Notes may be issued
          thereunder.

         

        5.           
          Optional Redemption.
          The Company may redeem the Notes, in whole or in part, upon not less than
          30 nor
          more than 60 days’ prior notice, at the redemption prices (expressed as
          percentages of principal amount) set forth below plus accrued and unpaid
          interest and Additional Interest, if any, thereon, to, but not including
          the
          applicable redemption date, if redeemed during the periods indicated
          below:

         

        
          	
                  Period

                	
                  Percentage

                
	
                  Issue
                    Date through July 1, 2008

                	
                  100.00%

                
	
                  July
                    2, 2008 through April 1, 2009

                	
                  103.00%

                
	
                  April
                    2, 2009 through January 1, 2010

                	
                  102.00%

                
	
                  After
                    January 1, 2010

                	
                  100.00%

                


        

        


         

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

         

        7.           
          Repurchase at Option
          of
          Holder.

         

        (a)           
          Repurchase Upon
          a
          Change of Control.  If a Change of Control occurs, each Holder
          of Notes shall have the right to require the Company to repurchase all
          or any
          part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes
          pursuant to an offer by the Company (a “Change of Control Offer”), on
          the terms set forth in the Indenture, at an offer price (a “Change of Control Payment”) in
          cash equal to 101% of the aggregate principal amount of Notes repurchased
          plus
          accrued and unpaid interest and additional interest, if any, thereon, to,
          but
          not including, the Change of Control Payment Date (as defined below), which
          date
          will be no earlier than the date of such Change of Control. Within 10 days
          following any Change of Control, the Company shall mail a notice to each
          Holder
          describing the transaction or transactions that constitute the Change of
          Control
          and offering to repurchase Notes on a date (the “Change of Control Payment
          Date”) specified in such notice, which date shall be no earlier than
          30
          days and no later than 60 days from the date such notice is mailed, pursuant
          to
          the procedures required by the Indenture and described in such
          notice.

         

         

        
          
            
            

          

          
            A-8

            
              

            

          

          
            
            

          

        

         

                   
          (b)            Repurchase with
          Proceeds
          from Asset Sale. Within 360 days after the receipt of any Net Proceeds
          from an Asset Sale, the Company or a Restricted Subsidiary may apply such
          Net
          Proceeds at its option: to repay (i) Indebtedness secured by such assets;
          (ii)
          Indebtedness under a Credit Facility or (iii) Indebtedness of a Restricted
          Subsidiary of the Company and, if the Indebtedness repaid is revolving
          credit
          Indebtedness, to correspondingly reduce commitments with respect thereto;
          or to
          purchase Replacement Assets or to make a capital expenditure in or that
          are used
          or useful in a Permitted Business. Pending the final application of any
          such Net
          Proceeds, the Company may temporarily reduce revolving credit borrowings
          or
          otherwise invest such Net Proceeds in any manner that is not prohibited
          by the
          Indenture.

         

        Any
          Net Proceeds from Asset Sales that
          are not applied or invested as provided in the preceding paragraph within
          360
          days after the receipt of such Net Proceeds (or, if later, 90 days after
          the
          execution of any agreement with respect to such application, which agreement
          is
          signed within 360 days after the date of the receipt of such Net Proceeds)
          will
          constitute “Excess
          Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds
          exceeds $20.0 million, the Company will make an offer (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 the Indenture with
          respect
          to offers to purchase with the proceeds of sales of assets to purchase
          the
          maximum principal amount of Notes and such other pari passu Indebtedness
          that
          may be purchased out of the Excess Proceeds. The offer price in any Asset
          Sale
          Offer will be equal to 100% of principal amount plus accrued and unpaid
          interest
          and additional interest, if any, to, but not including, 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 such Excess Proceeds for any purpose
          not otherwise prohibited by the Indenture. If the aggregate principal amount
          of
          Notes and such 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 based on the principal amount of Notes and
          such
          other pari passu
Indebtedness
          tendered. Upon completion of each Asset Sale Offer, the
          amount of Excess Proceeds shall be reset at zero.

         

        8.           
          Denominations, Transfer,
          Exchange. The Notes are in registered form without interest 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 is not required to transfer or exchange any Note selected for
          redemption. Also, the Company is not required to transfer or exchange any
          Note
          (1) for a period of 15 days before a selection of Notes to be redeemed
          or (2)
          tendered and not withdrawn in connection with a Change of Control Offer
          or an
          Asset Sale Offer. Transfer may be restricted as provided in the
          Indenture.

         

         

        
          
            
            

          

          
            A-9

            
              

            

          

          
            
            

          

        

         

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

         

        10.           
          Amendment, Supplement
          and
          Waiver. Subject to certain exceptions, the Indenture or the Notes may
          be
          amended or supplemented with the consent of the Holders of at least a majority
          in principal amount of the then outstanding Notes (including, without
          limitation, consents obtained in connection with a purchase of, or tender
          offer
          or exchange offer for, the Notes), and subject to certain exceptions, an
          existing default or compliance with any provision of the Indenture or the
          Notes
          may be waived with the consent of the Holders of a majority in principal
          amount
          of the then outstanding Notes (including, without limitation, consents
          obtained
          in connection with a purchase of, or tender offer or exchange offer for,
          the
          Notes). Without the consent of any Holder of a Note, the Indenture or the
          Notes
          may be amended or supplemented to, among other things, cure any ambiguity,
          defect or inconsistency, or to make any change that does not adversely
          affect
          the rights under the Indenture of any such Holder in any material
          respect.

         

        11.           
          Defaults and Remedies.
          In the case of an Event of Default arising from certain events of bankruptcy
          or
          insolvency with respect to the Company all outstanding Notes will become
          due and
          payable immediately without further action or notice. If any other Event
          of
          Default occurs and is continuing, the Trustee or the Holders of at least
          25% in
          principal amount of the then outstanding Notes may declare all the Notes
          to be
          due and payable immediately by notice in writing to the Company specifying
          the
          Event of Default. Holders of the Notes may not enforce the Indenture or
          the
          Notes except as provided in the Indenture. Subject to certain limitations,
          Holders of a majority in principal amount of the then outstanding Notes
          may
          direct the Trustee in its exercise of any trust or power. However, the
          Trustee
          may refuse to follow any direction that conflicts with law or the Indenture,
          that may involve the Trustee in personal liability, or that the Trustee
          determines in good faith may be unduly prejudicial to the rights of Holders
          of
          Notes not joining in the giving of such direction, and may take any other
          action
          it deems proper that is not inconsistent with any such direction received
          from
          Holders of Notes. The Trustee may withhold from Holders of the Notes notice
          of
          any Default or Event of Default (except a Default or Event of Default relating
          to the payment of principal, interest or Additional Interest) if it determines
          that withholding notice is in their interest. Holders of 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 and annul a declaration
          of
          acceleration pursuant to Section 6.02 of the Indenture, and its consequences,
          if
          certain conditions are satisfied, and waive any related existing Default
          or
          Event of Default, except an Event of Default in the payment of interest
          or
          additional interest on, or the principal of, the Notes, if certain conditions
          are satisfied.

         

        12.           
          Trustee Dealings with
          Company. The Trustee in its individual or any other capacity may become
          the owner or pledgee of Notes and may be or become a creditor of, or otherwise
          deal with, the Company or any of its Affiliates with the same rights it
          would
          have if it were not Trustee.

         

         

        
          
            
            

          

          
            A-10

            
              

            

          

          
            
            

          

        

         

        13.           
          No Recourse Against
          Others. No director, officer, employee, incorporator or stockholder of
          the Company, as such, shall have any liability for any obligations of the
          Company under the Notes, the Indenture or for any claim based on, in respect
          of,
          or by reason of, such obligations or their creation. Each Holder of Notes
          by
          accepting a Note waives and releases all such liability. The waiver and
          release
          are part of the consideration for issuance of the Notes.

         

        14.           
          Authentication.  This
          Note shall not be valid until authenticated by the manual signature of
          the
          Trustee or an authenticating agent.

         

        15.           
          Additional Rights of
          Holders
          of Restricted Global Notes and Restricted Definitive Notes. In addition
          to the rights provided to Holders under the Indenture, Holders of Restricted
          Global Notes and Restricted Definitive Notes shall have all the rights
          set forth
          in the Registration Rights Agreement dated as of December 20, 2007, between
          the
          Company and the parties named on the signature pages thereof or, in the
          case of
          Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
          Notes shall have the rights set forth in one or more registration rights
          agreements, if any, between the Company and the other parties thereto,
          relating
          to rights given by the Company to the purchasers of Additional Notes (the
“Registration Rights
          Agreement”).

         

        16.           
          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 will use CUSIP numbers in notices of redemption
          as a
          convenience to Holders. No representation is made as to the accuracy of
          such
          numbers either as printed on the Notes or as contained in any notice of
          redemption and reliance may be placed only on the other identification
          numbers
          placed thereon.

         

        17.           
          Copies of Documents.
          The Company shall 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:

         

        If
          to the
          Company:

         

        IKON
          Office Solutions, Inc.

        70
          Valley
          Stream Parkway

        Malvern,
          PA 19355

        Facsimile:
          (610) 408-7028

         

        Attention:
          Chief Executive Officer and Chief Financial Officer

         

        


        
          
            
            

          

          
            A-11

            
              

            

          

          
            
            

          

        

         

        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*:

         

        
          	
                  Date:

                	 	 	 
	 	 	 	
                  Signature
                    of Signature Guarantee

                


        

        


         

        *Signature
          must be guaranteed by a participant in a recognized signature guaranty
          medallion
          program or other signature guarantor acceptable to the Trustee.

         

         

        
          
            
            

          

          
            A-12

            
              

            

          

          
            
            

          

        

         

        OPTION
          OF
          HOLDER TO ELECT PURCHASE

         

        If
          you want to elect to have all or any
          portion of this Note purchased by the Company pursuant to Section 4.10
          (“Asset Sale
          Offer”) or Section 4.14 (“Change
          of Control
          Offer”) of the Indenture, check the appropriate box below:

         

        
          
            	
                     o 


                  	
                    Asset
                      Sale Offer:

                     

                  	
                    o 


                  	
                    Change
                      of Control Offer:

                     

                  
	 	
                    in
                      whole

                    
                    

                  	
                    o

                    
                    

                  	
                    in
                      whole

                    
                    

                  	
                    o

                    
                    

                  
	 	
                    in
                      part

                    
                    

                  	
                    o

                    
                    

                  	
                    in
                      part

                    
                    

                  	
                    o

                    
                    

                  
	 	
                    Amount
                      to be

                    purchased:
                      $___________

                    
                    

                  	
                    Amount
                      to be

                    purchased:
                      $___________

                    
                    

                  


          

        

         

         

        Date:
          __________________

        


        Your
          Signature: _____________________________

        Sign
          exactly as your name appears on the other side of this Note.

         

        


        Date:
          _________________________________

        


        Signature
          Guarantee*: _________________________

        


        Signature
          must be guaranteed by a participant in a recognized signature guaranty
          medallion
          program or other signature guarantor acceptable to the Trustee.

         

        Social
          Security Number or

        Taxpayer
          Identification Number: ______________________________

         

         

        
          
            
            

          

          
            A-13

            
              

            

          

          
            
            

          

        

         

        [To
          be inserted
          for Rule 144A Global Note]

         

        SCHEDULE
          OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         

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

         

        
          	
                  Date
                    of Exchange

                	 	
                  Amount
                    of Decrease in Principal Amount at Maturity  of this Global
                    Note

                	 	
                  Amount
                    of Increase in Principal Amount at Maturity of this Global
                    Note

                	 	
                  Principal
                    Amount at

                  Maturity

                  of
                    this Global Note Following such decrease (or increase)

                	 	
                  Signature
                    of Authorized Officer of Trustee or Note Custodian

                
	 	 	 	 	 	 	 	 	 


        

         

         

         

        
          
            
            

          

          
            A-14

            
              

            

          

          
            
            

          

        

        
 

        [To
          be inserted
          for Regulation S Global Note]

         

        SCHEDULE
          OF EXCHANGES OF LEGENDED REGULATION S GLOBAL NOTE

         

        The
          following exchanges of a part of
          this Legended Regulation S Global Note for an interest in another Global
          Note or
          of other Restricted Global Notes for an interest in this Legended Regulation
          S
          Global Note, have been made:

         

        
          	
                  Date
                    of Exchange

                	 	
                  Amount
                    of Decrease in Principal Amount at Maturity  of this Global
                    Note

                	 	
                  Amount
                    of Increase in Principal Amount at Maturity of this Global
                    Note

                	 	
                  Principal
                    Amount at

                  Maturity

                  of
                    this Global Note Following such decrease (or increase)

                	 	
                  Signature
                    of Authorized Officer of Trustee or Note Custodian

                
	 	 	 	 	 	 	 	 	 


        

         

         

         

        
          
            
            

          

          
            A-15

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          B

         

        FORM
          OF
          CERTIFICATE OF TRANSFER

         

        IKON
          Office Solutions, Inc.

        70
          Valley
          Stream Parkway

        Malvern,
          PA 19355

        Attention:
          Chief Financial Officer

         

        The
          Bank
          of New York

        Corporate
          Trust Division

        101
          Barclay Street — Floor 8W

        New
          York,
          NY 10286

        


        Re:
          Senior Unsecured Floating Rate Notes due 2012

         

        Reference
          is hereby made to the
          Indenture, dated as of December 20, 2007 (the “Indenture”), among IKON
          Office
          Solutions, Inc., an Ohio corporation (the “Company”), and The Bank of New York,
          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 at maturity 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]

         

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

           

          o           
            Check if Transferee
            will take delivery of a beneficial interest in a Legended Regulation
            S Global
            Note, or a Definitive Note pursuant to Regulation S.  The
            Transfer is being effected pursuant to and in accordance with Rule 903
            or Rule
            904 under the Securities Act and, accordingly, the Transferor hereby
            further
            certifies that (i) the Transfer is not being made to a person in the
            United
            States and (x) at the time the buy order was originated, the Transferee
            was
            outside the United States or such Transferor and any Person acting on
            its behalf
            reasonably believed and believes that the Transferee was outside the
            United
            States or (y) the transaction was executed in, on or through the facilities
            of a
            designated offshore securities market and neither such Transferor nor
            any Person
            acting on its behalf knows that the transaction was prearranged with
            a buyer in
            the United States, (ii) no directed selling efforts have been made in
            contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
            S
            under the Securities Act, (iii) the transaction is not part of a plan
            or scheme
            to evade the registration requirements of the Securities Act and (iv)
            the
            transfer is not being made to a U.S. Person or for the account or benefit
            of a
            U.S. Person (other than the Initial Purchaser). Upon consummation of
            the
            proposed transfer in accordance with the terms of the Indenture, the
            transferred
            beneficial interest or Definitive Note will be subject to the restrictions
            on
            transfer enumerated in the Private Placement Legend printed on the Legended
            Regulation S Global Note and/or the Definitive Note and in the Indenture
            and the
            Securities Act.

           

           

          
            
              
              

            

            
              B-1

              
                

              

            

            
              
              

            

          

           

          o           
            Check and
            complete if
            Transferee will take delivery of 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)            such
            Transfer is being effected to the Company or a subsidiary thereof;
            or

           

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

           

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

           

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

           

           

          
            
              
              

            

            
              B-2

              
                

              

            

            
              
              

            

          

           

                     
            (b)            Check if Transfer
            is
            Pursuant to Regulation S. (i) The Transfer is being effected pursuant to
            and in accordance with Rule 903 or Rule 904 under the Securities Act
            and in
            compliance with the transfer restrictions contained in the Indenture
            and any
            applicable blue sky securities laws of any state of the United States
            and, in
            the case of a transfer from a Restricted Global Note or a Restricted
            Definitive
            Note, the Transferor hereby further certifies that (a) 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, (b) no
            directed
            selling efforts have been made in contravention of the requirements of
            Rule
            903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the
            transaction is not part of a plan or scheme to evade the registration
            requirements of the Securities Act and (d) the transfer is not being
            made to a
            U.S. Person or for the account or benefit of a U.S. Person, 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)            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.

           

          Dated:

           

          [Insert
            Name of Transferor]

           

          
            	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

        

         

         

         

        
          
            
            

          

          
            B-3

            
              

            

          

          
            
            

          

        

         

         

        ANNEX
          A
          TO CERTIFICATE OF TRANSFER

         

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

         

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

         

        o
          (a)  a
          beneficial interest in the:

         

        (i)  144A
          Global Note (CUSIP  );
          or

         

        (ii)  Regulation
          S Global Note (CUSIP  );
          or

         

        o
          (b)  a Restricted Definitive Note.

         

        2.           
          After the Transfer the Transferee will hold:

         

        [CHECK
          ONE]

         

        o
          (a)  a beneficial interest in the:

         

        (i)  144A
          Global Note (CUSIP  );
          or

         

        (ii)  Regulation
          S Global Note (CUSIP  );
          or

         

        (iii)  Unrestricted
          Global Note (CUSIP  );
          or

         

        o
          (b)  a Restricted Definitive Note; or

         

        o
          (c)  an Unrestricted Definitive Note.

         

        in
          accordance with the terms of the Indenture.

         

         

        
          
            
            

          

          
            B-4

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          C

         

        FORM
          OF
          CERTIFICATE OF EXCHANGE

         

        IKON
          Office Solutions, Inc.

        70
          Valley
          Stream Parkway

        Malvern,
          PA 19355

         

        Attention:
          Chief Financial Officer

         

        The
          Bank
          of New York

        Corporate
          Trust Division

        101
          Barclay Street — Floor 8W

        New
          York,
          NY 10286

         

        Attention:
          Corporate Trust Division

         

        Re:
          Senior Unsecured Floating Rate Notes due 2012

         

        Reference
          is hereby made to the
          Indenture, dated as of December 20, 2007 (the “Indenture”), among IKON
          Office
          Solutions, Inc., an Ohio corporation (the “Company”), and The Bank
          of New
          York, 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 at maturity 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.

           

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

           

                     
            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

              
                

              

            

            
              
              

            

          

           

                     
            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.

           

                     
            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.

           

                     
            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 at maturity, 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.

           

                     
            o           
            Check if Exchange
            is
            from Restricted Definitive Note to beneficial interest in a Restricted
            Global
            Note.  In connection with the Exchange of the Owner’s
            Restricted Definitive Note for a beneficial interest in the [CHECK
            ONE]:

           

          o  144A
            Global Note; or

           

          o  Regulation
            S Global Note;

           

           

          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

          

           

          with
            an
            equal principal amount at maturity, 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.

           

          Dated:
            _______________________________

           

          


          [Insert
            Name of
            Transferor]

           

          
            	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

        

         

         

        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          D

         

        FORM
          OF
          CERTIFICATE FROM

         

        ACQUIRING
          INSTITUTIONAL ACCREDITED INVESTOR

         

        IKON
          Office Solutions, Inc.

        70
          Valley
          Stream Parkway

        Malvern,
          PA 19355

         

        Attention:
          Chief Financial Officer

         

        The
          Bank
          of New York

        Corporate
          Trust Division

        101
          Barclay Street — Floor 8W

        New
          York,
          NY 10286


         

        Attention:
          Corporate Trust Division

         

        Re:           
          Senior Unsecured Floating Rate Notes due 2012

         

        Reference
          is hereby made to the Indenture, dated as of December 20, 2007 (the “Indenture”), among IKON
          Office
          Solutions, Inc., an Ohio corporation (the “Company”) and The Bank
          of New
          York, 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)            beneficial
          interest in a Global Note, or

         

                   
          (b)            a
          Definitive Note,

         

        we
          confirm that:

         

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

         

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

         

         

        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        

         

        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.

         

        Dated:  _____________________

         

        
          	 	
                  [Insert
                    Name of Accredited Investor]

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

    

     

     

    
      
      

      D-2