exv4w1






Exhibit 4.1




EXECUTION VERSION




INDENTURE




Dated as of January 28, 2011



Among



POLYMER GROUP, INC.,



THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO,



and



WILMINGTON TRUST COMPANY,



as Trustee



7.75% SENIOR SECURED NOTES DUE 2019


Reference is made to: (i) the Lien Subordination and Intercreditor Agreement, dated as of January
28, 2011, among Citibank, N.A., as ABL Collateral Agent for the ABL Secured Parties referred to
therein, Wilmington Trust Company, as Note Collateral Agent; Polymer Group, Inc., and the
subsidiaries of Polymer Group, Inc. named therein (the “Intercreditor Agreement”) and (ii)
Collateral Agency Agreement, dated as of January 28, 2011, among Polymer Group, Inc., the
subsidiaries of Polymer Group, Inc. named therein, Wilmington Trust Company as Notes Collateral
Agent, and Wilmington Trust Company as Trustee, and as it may be amended from time to time in
accordance with this Indenture (the “Collateral Agency Agreement”). Each Holder, by its
acceptance of a Note (a) consents to the subordination of Liens provided for in the Intercreditor
Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the
provisions of the Intercreditor Agreement and (c) authorizes and instructs the Notes Collateral
Agent on behalf of each holder of Notes to enter into the Intercreditor Agreement as Notes
Collateral Agent on behalf of such Holder. The foregoing provisions are intended as an inducement
to the lenders under the ABL Facility to extend credit to the Company and the Guarantors and such
lenders are intended third party beneficiaries of such provisions and the provisions of the
Intercreditor Agreement.









 









 








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)
	 	2.05
	(b)
	 	13.03
	(c)
	 	13.03
	313 (a)
	 	7.06
	(b)(1)
	 	7.06; 10.04
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 13.02
	(d)
	 	7.06
	314 (a)
	 	4.03; 13.02; 13.05
	(b)
	 	10.02
	(c)(1)
	 	13.04
	(c)(2)
	 	13.04
	(c)(3)
	 	N.A.
	(d)
	 	10.03; 10.04; 10.05
	(e)
	 	13.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05; 13.02
	(c)
	 	7.01
	(d)(1)
	 	7.01
	(d)(2)
	 	7.01
	(d)(3)
	 	N.A.
	(e)
	 	6.14
	316 (a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12; 9.04
	317 (a)(1)
	 	6.08
	(a)(2)
	 	6.12
	(b)
	 	2.04
	318 (a)
	 	13.01
	(b)
	 	N.A.
	(c)
	 	13.01





N.A. means not applicable.






 




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




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	30	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	31	 
	Section 1.04 Rules of Construction
	 	 	31	 
	Section 1.05 Acts of Holders
	 	 	32	 
	Section 1.06 Timing of Payment
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	 
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Form and Dating; Terms
	 	 	33	 
	Section 2.02 Execution and Authentication
	 	 	34	 
	Section 2.03 Registrar and Paying Agent
	 	 	35	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	35	 
	Section 2.05 Holder Lists
	 	 	35	 
	Section 2.06 Transfer and Exchange
	 	 	35	 
	Section 2.07 Replacement Notes
	 	 	46	 
	Section 2.08 Outstanding Notes
	 	 	46	 
	Section 2.09 Treasury Notes
	 	 	46	 
	Section 2.10 Temporary Notes
	 	 	46	 
	Section 2.11 Cancellation
	 	 	47	 
	Section 2.12 Defaulted Interest
	 	 	47	 
	Section 2.13 CUSIP/ISIN Numbers
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	47	 
	Section 3.02 Selection of Notes to be Redeemed or Purchased
	 	 	48	 
	Section 3.03 Notice of Redemption
	 	 	48	 
	Section 3.04 Effect of Notice of Redemption
	 	 	49	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	49	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	49	 
	Section 3.07 Optional Redemption
	 	 	49	 
	Section 3.08 Mandatory Redemption
	 	 	50	 
	Section 3.09 Offers to Repurchase by Application of Excess Proceeds or Excess Loss Proceeds
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	52	 
	Section 4.02 Maintenance of Office or Agency
	 	 	52	 
	Section 4.03 Reports and Other Information
	 	 	53	 
	Section 4.04 Compliance Certificate
	 	 	54	 






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	 	 	Page	 
	Section 4.05 Taxes
	 	 	54	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	54	 
	Section 4.07 Limitation on Restricted Payments
	 	 	54	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	60	 
	Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and
Preferred Stock
	 	 	62	 
	Section 4.10 Asset Sales
	 	 	67	 
	Section 4.11 Transactions with Affiliates
	 	 	70	 
	Section 4.12 Liens
	 	 	71	 
	Section 4.13 Corporate Existence
	 	 	72	 
	Section 4.14 Offer to Repurchase Upon Change of Control
	 	 	72	 
	Section 4.15 Events of Loss
	 	 	74	 
	Section 4.16 Future Guarantees
	 	 	75	 
	Section 4.17 Impairment of Security Interests
	 	 	75	 
	Section 4.18 After-Acquired Property
	 	 	76	 
	Section 4.19 Further Assurances
	 	 	76	 
	Section 4.20 Suspension of Certain Covenants
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	 
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets
	 	 	77	 
	Section 5.02 Successor Person Substituted
	 	 	79	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	 
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	80	 
	Section 6.02 Acceleration
	 	 	81	 
	Section 6.03 Other Remedies
	 	 	82	 
	Section 6.04 Waiver of Past Defaults
	 	 	82	 
	Section 6.05 Control by Majority
	 	 	82	 
	Section 6.06 Limitation on Suits
	 	 	83	 
	Section 6.07 Rights of Holders to Receive Payment
	 	 	83	 
	Section 6.08 Collection Suit by Trustee
	 	 	83	 
	Section 6.09 Restoration of Rights and Remedies
	 	 	83	 
	Section 6.10 Rights and Remedies Cumulative
	 	 	83	 
	Section 6.11 Delay or Omission Not Waiver
	 	 	83	 
	Section 6.12 Trustee May File Proofs of Claim
	 	 	84	 
	Section 6.13 Priorities
	 	 	84	 
	Section 6.14 Undertaking for Costs
	 	 	84	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	 
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	84	 
	Section 7.02 Rights of Trustee
	 	 	85	 
	Section 7.03 Individual Rights of Trustee
	 	 	87	 
	Section 7.04 Trustee’s Disclaimer
	 	 	87	 
	Section 7.05 Notice of Defaults
	 	 	87	 
	Section 7.06 Reports by Trustee to Holders
	 	 	87	 
	Section 7.07 Compensation and Indemnity
	 	 	88	 






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	 	 	Page	 
	Section 7.08 Replacement of Trustee
	 	 	88	 
	Section 7.09 Successor Trustee by Merger, etc
	 	 	89	 
	Section 7.10 Eligibility; Disqualification
	 	 	89	 
	Section 7.11 Preferential Collection of Claims Against Company
	 	 	89	 
	Section 7.12 Intercreditor Agreement, Collateral Agency Agreement, Security Agreement and Other Collateral Documents
	 	 	89	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	90	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	90	 
	Section 8.03 Covenant Defeasance
	 	 	90	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	91	 
	Section 8.05 Deposited Money and Government Securities to be Held in Trust;
other Miscellaneous Provisions
	 	 	92	 
	Section 8.06 Repayment to Company
	 	 	92	 
	Section 8.07 Reinstatement
	 	 	92	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders
	 	 	93	 
	Section 9.02 With Consent of Holders
	 	 	94	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	96	 
	Section 9.04 Revocation and Effect of Consents
	 	 	96	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	96	 
	Section 9.06 Trustee to Sign Amendments, etc
	 	 	96	 
	Section 9.07 Payment for Consent
	 	 	96	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	 
	 	 	 	 
	COLLATERAL DOCUMENTS
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Collateral and Collateral Documents
	 	 	97	 
	Section 10.02 Recordings and Opinions
	 	 	98	 
	Section 10.03 Release of Collateral
	 	 	98	 
	Section 10.04 Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements
	 	 	99	 
	Section 10.05 Certificates of the Trustee
	 	 	99	 
	Section 10.06 Suits To Protect the Collateral
	 	 	99	 
	Section 10.07 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents
	 	 	99	 
	Section 10.08 Purchaser Protected
	 	 	100	 
	Section 10.09 Powers Exercisable by Receiver or Trustee
	 	 	100	 
	Section 10.10 Release Upon Termination of the Company’s Obligations
	 	 	100	 
	Section 10.11 Notes Collateral Agent
	 	 	100	 
	Section 10.12 Designations
	 	 	102	 
	 
	 	 	 	 
	ARTICLE 11
	 	 	 	 
	 
	 	 	 	 
	GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Guarantee
	 	 	102	 
	Section 11.02 Limitation on Guarantor Liability
	 	 	104	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 11.03 Execution and Delivery
	 	 	104	 
	Section 11.04 Subrogation
	 	 	104	 
	Section 11.05 Benefits Acknowledged
	 	 	104	 
	Section 11.06 Release of Guarantees by Subsidiary Guarantors
	 	 	104	 
	 
	 	 	 	 
	ARTICLE 12
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 12.01 Satisfaction and Discharge
	 	 	105	 
	Section 12.02 Application of Trust Money
	 	 	106	 
	 
	 	 	 	 
	ARTICLE 13
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 13.01 Trust Indenture Act Controls
	 	 	106	 
	Section 13.02 Notices
	 	 	106	 
	Section 13.03 Communication by Holders with Other Holders
	 	 	107	 
	Section 13.04 Certificate and Opinion as to Conditions Precedent
	 	 	107	 
	Section 13.05 Statements Required in Certificate or Opinion
	 	 	107	 
	Section 13.06 Rules by Trustee and Agents
	 	 	108	 
	Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	108	 
	Section 13.08 Governing Law
	 	 	108	 
	Section 13.09 Waiver of Jury Trial
	 	 	108	 
	Section 13.10 Force Majeure
	 	 	108	 
	Section 13.11 No Adverse Interpretation of Other Agreements
	 	 	108	 
	Section 13.12 Successors
	 	 	108	 
	Section 13.13 Severability
	 	 	108	 
	Section 13.14 Counterpart Originals
	 	 	108	 
	Section 13.15 Table of Contents, Headings, etc
	 	 	109	 
	Section 13.16 Qualification of Indenture
	 	 	109	 
	Section 13.17 Intercreditor Agreement and Collateral Agency Agreement Govern
	 	 	109	 
	 
	 	 	 	 
	EXHIBITS:
	 	 	 	 
	 
	 	 	 	 
	Exhibit A            Form of Senior Secured Note
	 	 	 	 
	Exhibit B            Form of Certificate of Transfer
	 	 	 	 
	Exhibit C            Form of Certificate of Exchange
	 	 	 	 
	Exhibit D            Form of Supplemental Indenture to be Delivered by Subsequent Guarantors
	 	 	 	 






 









 





     INDENTURE, dated as of January 28, 2011, among Polymer Group, Inc., a Delaware corporation
(the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto, and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).



W
I T N E S S E
T H




     WHEREAS, the Company has duly authorized the creation of an issue of $560,000,000 aggregate
principal amount of the Company’s 7.75% Senior Secured Notes due 2019 (the “Initial Notes”);



     WHEREAS, the Company and each of the Guarantors has duly authorized the execution and delivery
of this Indenture (as defined herein);



     NOW, THEREFORE, the Company, each of the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders.



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE



     Section 1.01
Definitions.



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



     “ABL Collateral” means “ABL Facility First Lien Collateral” as defined in the Intercreditor
Agreement.



     “ABL Collateral Agent” means Citibank, N.A. and any successor collateral agent under the ABL
Facility, or if there is no ABL Facility, the “ABL Collateral Agent” designated pursuant to the
terms of the ABL Lenders Debt.



     “ABL Facility” means the Credit Facility, dated as of the Issue Date by and among Parent, the
Company, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and
Citibank, N.A., as Administrative Agent, Morgan Stanley Senior Funding, Inc., as syndication agent,
and Barclays Capital Inc. and RBC Capital Markets, LLC, as co-documentation agents, including any
guarantees, collateral documents, instruments and agreements executed in connection therewith, and
any amendments, supplements, modifications, extensions, renewals, restatements, refundings or
refinancings thereof and any indentures or credit facilities or commercial paper facilities with
banks or other institutional lenders or investors that replace, refund or refinance any part of the
loans, notes, other credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that increases the amount borrowable thereunder or
alters the maturity thereof (provided that such increase in borrowings is permitted under Section
4.09 hereof).



     “ABL Lenders Debt” means (i) any Indebtedness outstanding from time to time under the ABL
Facility, (ii) any Indebtedness which has a senior priority security interest relative to the Notes
in the ABL Collateral, (iii) all obligations with respect to such Indebtedness and any Hedging
Obligations directly related to any ABL Lenders Debt entered into with any lender (or its
affiliates) under the ABL Facility and (iv) all Bank Products entered into with any lender (or its
affiliates) under the ABL Facility.



     “Acquired Indebtedness” means, with respect to any specified Person,




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Restricted Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other Person merging
with or into or becoming a Restricted Subsidiary of such specified Person, and



 









 






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



     “Acquisition” means the acquisition of the Company by the Investors on the Issue Date and the
related transactions contemplated by the Transaction Agreement.



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



     “Additional Notes” means additional Notes (other than the Initial Notes and other than
Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance
with Sections 2.01, 4.09 and 4.12 hereof.



     “Additional Parity Debt” means the Additional Notes, the Tranche 2 Sub-Facility and any
additional Secured Indebtedness that is ranked pari passu with the Notes and is permitted to be
incurred pursuant to the terms of this Indenture; provided that (i) the representative of such
Additional Parity Debt executes a joinder agreement to the Collateral Agency Agreement and, if
applicable, to the other Collateral Documents, in each case in the form attached thereto, agreeing
to be bound thereby and (ii) the Company has designated such Indebtedness as “Additional Parity
Debt” hereunder.



     “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” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), 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.



     “After-Acquired Property” means any and all assets or property (other than Excluded Assets)
acquired after the Issue Date, including any property or assets acquired by the Company or a
Guarantor from another Guarantor, which in each case constitutes Collateral.



     “Agent” means any Registrar or Paying Agent.



     “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and
forming a part of the Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from each participant in DTC tendering the Notes and that such participants have
received the Letter of Transmittal and agree to be bound by the terms of the Letter of Transmittal
and the Company may enforce such agreement against such participants.



     “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:




     (1) 1.0% of the principal amount of such Note; and




     (2) the excess, if any, of (i) the present value at such Redemption Date of the (A)
redemption price of such Note at February 1, 2015 (such redemption price being set forth in
the table in Section 3.07(c) hereof), plus (B) all required interest payments due on such
Note through February 1, 2015 (excluding accrued but unpaid interest to the Redemption
Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date
plus 50 basis points; over (ii) the principal amount of such Note.



     “Applicable Procedures” means, with respect to any action relating to any Global Note, the
rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such
transaction.



-2-









 





     “Asset Sale” means:




     (1) the sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets (including by way of
a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries
(each referred to in this definition as a “disposition”); or




     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than
Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof),
whether in a single transaction or a series of related transactions;


in each case, other than:





     (a) any disposition of Cash Equivalents or Investment Grade Securities or surplus,
obsolete or worn-out equipment in the ordinary course of business or any disposition of
inventory or goods (or other assets) held for sale or no longer used in the ordinary course
of business or any disposition of ABL Collateral;




     (b) the disposition of all or substantially all of the assets of the Company in a
manner permitted pursuant to the provisions described under Section 5.01 hereof or any
disposition that constitutes a Change of Control pursuant to this Indenture;




     (c) the making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, under Section 4.07 hereof, or under the definition of “Permitted
Investment”;




     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate fair market value
of less than $10.0 million;




     (e) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the
Company to another Restricted Subsidiary of the Company;




     (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as
amended, or comparable law or regulation, any exchange of like property (excluding any boot
thereon) for use in a Similar Business;




     (g) the lease, assignment or sub-lease of any real or personal property in the ordinary
course of business;




     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary;




     (i) foreclosures, condemnations or any similar action on assets or the granting of
Liens not prohibited by this Indenture;




     (j) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility and any transactions in connection with the Factoring Program;




     (k) any financing transaction with respect to the acquisition or construction of
property by the Company or any Restricted Subsidiary after the Issue Date, including Sale
and Lease-Back Transactions and asset securitizations permitted by this Indenture;



-3-









 






     (l) the licensing and sub-licensing of intellectual property or other general
intangibles in the ordinary course of business or consistent with past practice;




     (m) the sale, discount or other disposition of inventory, accounts receivable or notes
receivable in the ordinary course of business or the conversion of accounts receivable to
notes receivable; and




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



     “Bank Products” means any facilities or services related to cash management, including
treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and
other cash management arrangements.



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



     “Board of Directors” means with respect to a corporation, the board of directors of the
corporation, and with respect to any other Person, the board or committee of such Person, or board
of directors of the general partner or general manager of such Person serving a similar function.



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




     (1) 85% of the book value of all net accounts receivable owned by the Company and its
Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date;
plus




     (2) 70% of the book value of all net inventory owned by the Company and its Restricted
Subsidiaries as of the end of the most recent fiscal quarter preceding such date,


all calculated on a consolidated basis and in accordance with GAAP.




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



     “Business Day” means each day which is not a Legal Holiday.



     “Calculation Date” means the date on which the event for which the calculation of the Senior
Secured Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, shall occur.



     “Capital Stock” means:




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




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




     (3) 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.



     “Capitalized 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 such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP; provided that any obligations of the Company or its Restricted Subsidiaries
either existing on the Issue Date or created prior to any recharacterization
described below (i) that were not included on the consolidated balance sheet of the Company as
capital lease obligations



-4-









 




and (ii) that are subsequently recharacterized as capital lease
obligations due to a change in accounting treatment or otherwise, shall for all purposes under this
Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA)
not be treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness;
provided, further, that any obligations of the Company or its Restricted Subsidiaries under the
Equipment Lease Agreement shall not be treated as Capitalized Lease Obligations or Indebtedness.




     “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during
such period in respect of licensed or purchased software or internally developed software and
software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.



     “Captive Insurance Subsidiary” means (i) any Subsidiary established by the Company for the
primary purpose of insuring the businesses or properties owned or operated by the Company or any of
is Subsidiaries or (ii) any Subsidiary of any such insurance subsidiary established for the same
primary purpose described in clause (i) above.



     “Cash Equivalents” means:




     (1) United States dollars;




     (2) (a) €, or any national currency of any participating member state of the EMU; or
(b) such local currencies held by the Company or any Restricted Subsidiary from time to time
in the ordinary course of business;




     (3) securities issued or directly and fully and unconditionally guaranteed or insured
by the U.S. government (or any agency or instrumentality thereof the securities of which are
unconditionally guaranteed as a full faith and credit obligation of the U.S. government),
with maturities of 24 months or less from the date of acquisition;




     (4) certificates of deposit, time deposits and Eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0
million (or the U.S. dollar equivalent as of the date of determination) in the case of
non-U.S. banks;




     (5) repurchase obligations for underlying securities of the types described in clauses
(3) and (4) entered into with any financial institution meeting the qualifications specified
in clause (4) above;




     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each
case maturing within 24 months after the date of creation thereof;




     (7) marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating
Agency) and in each case maturing within 24 months after the date of creation thereof;




     (8) investment funds investing 95% of their assets in securities of the types described
in clauses (1) through (7) above;




     (9) readily marketable direct obligations issued by any state, commonwealth or
territory of the United States or any political subdivision or Taxing Authority thereof
having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or
less from the date of acquisition;



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     (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher
from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date
of acquisition; and




     (11) Investments with average maturities of 24 months or less from the date of
acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or
Aaa3 (or the equivalent thereof) or better by Moody’s.



     Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are
converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any
event within ten Business Days following the receipt of such amounts.



     “Casualty” means any casualty, loss, damage, destruction or other similar loss with respect to
real or personal property or improvements.



     “Change of Control” means the occurrence of any of the following after the Issue Date:




     (1) the sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to
any Person other than a Permitted Holder; or




     (2) the Company becomes aware (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision) of 50% or more of the total voting power
of the Voting Stock of the Company or any of its direct or indirect parent companies holding
directly or indirectly 100% of the total voting power of the Voting Stock of the Company.



     “Clearstream” means Clearstream Banking, Société Anonyme.



     “Collateral” means all assets of the Company and the Guarantors, whether real, personal or
mixed, with respect to which a Lien is granted (or purported to be granted) as security for any
Secured Obligations (including proceeds and products thereof).



     “Collateral Agency Agreement” means the Intercreditor and Collateral Agency Agreement, dated
as of the Issue Date, among the Company, each Subsidiary Guarantor, Wilmington Trust Company as
Notes Collateral Agent, and Wilmington Trust Company as Trustee, and as it may be amended from time
to time in accordance with this Indenture.



     “Collateral Documents” means, collectively, the security agreements, pledge agreements,
mortgages, collateral assignments, deeds of trust and all other pledges, agreements, financing
statements, patent, trademark or copyright filings, mortgages or other filings or documents that
create or purport to create a Lien in the Collateral in favor of the Notes Collateral Agent and/or
the Trustee (for the benefit of the Holders of Notes), the Collateral Agency Agreement and the
Intercreditor Agreement, in each case as they may be amended from time to time, and
any instruments of assignment, control agreements, lockbox letters or other instruments or
agreements executed pursuant to the foregoing.



     “Company” has the meaning set forth in the recitals hereto until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall
mean such successor Person.



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     “Company Order” means a written request or order signed on behalf of the Company by an Officer
of the Company, who must be the principal executive officer, the principal financial officer, the
treasurer, the principal accounting officer or an executive vice president of the Company, and
delivered to the Trustee.



     “Condemnation” means any taking by a Governmental Authority of property or assets, or any part
thereof or interest therein, for public or quasi-public use under the power of eminent domain, by
reason of any public improvement or condemnation or in any other manner.



     “Condemnation Award” means all proceeds of any Condemnation or transfer in lieu thereof.



     “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any
period, the total amount of depreciation and amortization expense and capitalized fees related to
any Receivables Facility, amortization of intangible assets, debt issuance costs, commissions, fees
and expenses and Capitalized Software Expenditures, including the amortization of deferred
financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated
basis and otherwise determined in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for any period, without
duplication, the sum of:




     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted (and not added back) in computing
Consolidated Net Income (including (a) amortization of original issue discount resulting
from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash
interest payments (but excluding any non-cash interest expense attributable to the movement
in the mark to market valuation of Hedging Obligations or other derivative instruments
pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net
payments, if any, made (less net payments, if any, received), pursuant to interest rate
Hedging Obligations with respect to Indebtedness, and excluding (t) penalties and interest
relating to taxes; (u) accretion or accrual of discounted liabilities not constituting
Indebtedness, (v) any expense resulting from the discounting of any outstanding Indebtedness
in connection with the application of purchase accounting in connection with any
acquisition, (w) any Additional Interest and any “additional interest” with respect to other
securities, (x) amortization of deferred financing fees, debt issuance costs, commissions,
fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z)
commissions, discounts, yield and other fees and charges (including any interest expense)
related to any Receivables Facility); plus




     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; less




     (3) interest income for such period.



     For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP.



     “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis, and otherwise determined in accordance with GAAP; provided, however, that, without
duplication,




     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses
(less all fees and expenses relating thereto) or expenses (including relating to the
Transaction); severance, relocation costs and curtailments or modifications to pension and
post-retirement employee benefit plans; other restructuring costs; and commercial service
fees and public company costs not expected to continue after the Transactions shall be
excluded;



-7-









 






     (2) the cumulative effect of a change in accounting principles and changes as a result
of the adoption or modification of accounting policies during such period shall be excluded;




     (3) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed
or discontinued operations and any net after-tax gains or losses on disposal of disposed,
abandoned, transferred, closed or discontinued operations shall be excluded;




     (4) any after-tax effect of gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions or abandonments or the sale or other disposition
of any Capital Stock of any Person other than in the ordinary course of business, as
determined in good faith by the Company, shall be excluded;




     (5) the Net Income for such period of any Person that is not a Subsidiary or is an
Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall
be excluded; provided that Consolidated Net Income of the Company 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;




     (6) solely for the purpose of determining the amount available for Restricted Payments
under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any
Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of its Net Income is not at the date of determination permitted without any prior
governmental approval (which has not been obtained) or, directly or indirectly, by the
operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived; provided that Consolidated Net Income of the Company
shall be increased by the amount of dividends or other distributions or other payments
actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the
Company or a Restricted Subsidiary thereof in respect of such period, to the extent not
already included therein;




     (7) effects of adjustments (including the effects of such adjustments pushed down to
the Company and its Restricted Subsidiaries) in the inventory (including any impact of
changes to inventory valuation policy methods, including changes in capitalization of
variances), property and equipment, software, goodwill and other intangible assets and in
process research and development, deferred revenue and debt line items in such Person’s
consolidated financial statements pursuant to GAAP resulting from the application of
purchase accounting in relation to the Transaction or any consummated acquisition or the
amortization or write-off of any amounts thereof, net of taxes, shall be excluded;




     (8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness
or Hedging Obligations or other derivative instruments shall be excluded;




     (9) any impairment charge or asset write-off or write-down, including impairment
charges or asset write-offs or write-downs related to intangible assets, long-lived assets
or investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant
to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded;




     (10) any non-cash compensation or similar charge or expense or reduction of revenue,
including any such charge or amount arising from grants of stock appreciation or similar
rights, stock options, restricted stock or other rights and any cash charges associated with
the rollover, acceleration or payout of Equity Interests by management, other employees or
business partners of Parent or the Company or any of their direct or indirect parent
companies or subsidiaries shall be excluded;



-8-









 






     (11) any fees, expenses or charges incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, disposition, recapitalization,
Investment, Asset Sale, issuance, repayment or amendment of Indebtedness, issuance of Equity
Interests, refinancing transaction or amendment or modification of any debt instrument (in
each case, including any such transaction consummated prior to the Issue Date and any such
transaction undertaken but not completed) and any charges or non-recurring merger costs
incurred during such period as a result of any such transaction including, without
limitation, any non-cash expenses or charges recorded in accordance with GAAP relating to
equity interests issued to non-employees in exchange for services provided in connection
with any acquisition or business arrangement (in each case, including any such transaction
consummated prior to the Issue Date and any such transaction undertaken but not completed)
shall be excluded;




     (12) accruals and reserves that are established or adjusted within twelve months of the
Issue Date that are so required to be established or adjusted as a result of the Transaction
in accordance with GAAP or changes as a result of a modification of accounting policies
shall be excluded; and




     (13) the following items shall be excluded;




     (a) any net unrealized gain or loss (after any offset) resulting in such period
from Hedging Obligations and the application of ASC 815 Derivatives and Hedging; and




     (b) foreign currency and other non-operating gain or loss and foreign currency gain
(loss) included in other operating expenses including any net unrealized gain or loss
(after any offset) resulting in such period from currency translation gains or losses
related to currency remeasurements of Indebtedness (including any net loss or gain
resulting from hedge agreements for currency exchange risk).



     In addition, to the extent not already included in the Consolidated Net Income of such Person
and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,
Consolidated Net Income shall include the amount of proceeds actually received from business
interruption insurance and reimbursements of any expenses and charges that are covered by
indemnification or other reimbursement provisions in connection with any Permitted Investment or
any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.



     Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause
(3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income
arising from any sale or other disposition of Restricted Investments made by the Company and its
Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company
and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an
Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each
case only to the extent such amounts increase the amount of Restricted Payments permitted under
such covenant pursuant to clause (3)(d) of Section 4.07(a) hereof.



     “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent,




     (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor;




     (2) to advance or supply funds




     (a) for the purchase or payment of any such primary obligation, or




     (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; or




-9-












 






     (3) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation against loss in respect thereof.



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



     “Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries,
one or more debt facilities, including the ABL Facility, or other financing arrangements
(including, without limitation, commercial paper facilities or indentures) providing for revolving
credit loans, term loans, letters of credit or other long-term indebtedness, including any notes,
mortgages, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or
refundings thereof and any indentures or credit facilities or commercial paper facilities that
replace, refund or refinance any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility or indenture that
increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted
Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other
agent, lender or group of lenders.



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



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



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



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



     “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so
designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth
the basis of such valuation, executed by the principal financial officer of the Company, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection
on such Designated Non-cash Consideration.



     “Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation
thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a
Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or
any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an
Officer’s Certificate executed by the principal financial officer of the Company or the applicable
parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of
which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person
which, by its terms, or by the terms of any security into which it is convertible or for which it
is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely as a result of a change of control or asset sale) pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than solely as a result of a change of control or asset sale), in whole or in part, in each case
prior to the date 91 days after the maturity date of the Notes; provided, however, that if such
Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries
or by any such plan to such employees, such Capital



-10-









 





Stock shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations.




     “Domestic Restricted Subsidiary” means any Restricted Subsidiary that is organized or existing
under the laws of the United States, any state thereof, or the District of Columbia other than any
such Restricted Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a “controlled
foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as
amended.



     “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person for such period




     (1) increased (without duplication) by the following, in each case (other than clauses
h), (j) and (k)) to the extent deducted (and not added back) in determining Consolidated Net
Income for such period:




     (a) provision for taxes based on income or profits or capital gains, including,
without limitation, state, franchise and similar taxes (such as the Delaware
franchise tax, the Pennsylvania capital tax, Texas margin tax and provincial capital
taxes paid in Canada) and foreign withholding taxes and penalties and interest
relating to taxes of such Person paid or accrued during such period deducted and not
added back in computing Consolidated Net Income; plus




     (b) Fixed Charges of such Person for such period (including (x) net losses on
Hedging Obligations or other derivative instruments entered into for the purpose of
hedging interest rate risk, (y) bank fees and (z) costs of surety bonds in
connection with financing activities, in each case, to the extent included in Fixed
Charges), together with items excluded from the definition of “Consolidated Interest
Expense” pursuant to clauses (1)(t) through (z) thereof to the extent the same were
deducted (and not added back) in calculating such Consolidated Net Income; plus




     (c) Consolidated Depreciation and Amortization Expense of such Person for such
period to the extent the same were deducted (and not added back) in computing
Consolidated Net Income; plus




     (d) the amount of any restructuring charges, integration costs, retention
charges, stock option and any other equity-based compensation expenses, start-up or
initial costs for any individual new production line, division or new line of
business; or other business optimization expenses or reserves including, without
limitation, costs or reserves associated with improvements to IT and accounting
functions, costs associated with establishing new facilities, deducted (and not
added back) in such period in computing Consolidated Net Income, including any
one-time costs incurred in connection with acquisitions before or after the Issue
Date and costs related to the closure and/or consolidation of facilities; plus




     (e) any other non-cash charges, including any write-offs or write-downs,
reducing Consolidated Net Income for such period (provided that if any such non-cash
charges represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be
subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash
item that was paid in a prior period); plus




     (f) income attributable to non-controlling interests in Subsidiaries to the
extent deducted (and not added back) in such period in calculating Consolidated Net
Income; plus




     (g) the amount of management, monitoring, consulting, customary transaction and
advisory fees (including termination fees) and related indemnities and expenses paid
or accrued in such period under the Sponsors Management Agreement or otherwise to
the Investors to the extent otherwise permitted under Section 4.11 hereof; (and
similar fees paid by the Company or its Affiliates



-11-









 






to investors in the Company or its Affiliates prior to the Issue Date) and
deducted (and not added back) in such period in computing Consolidated Net Income;
plus




     (h) the amount of net cost savings, synergies and operating expense reductions
projected by the Company in good faith to be realized as a result of actions
initiated or to be initiated or taken on or prior to the date that is 12 months
after the Issue Date or 12 months after the consummation of any acquisition,
amalgamation, merger or operational change or other action, plan or transaction and
prior to or during such period (calculated on a pro forma basis as though such cost
savings had been realized on the first day of such period), net of the amount of
actual benefits realized during such period from such actions; provided that (x)
such cost savings are reasonably identifiable and quantifiable, (y) no cost savings
shall be added pursuant to this clause (h) to the extent duplicative of any expenses
or charges relating to such cost savings that are either excluded in computing
Consolidated Net Income or included (i.e., added back) in computing “EBITDA” for
such period and (z) the aggregate amount added back pursuant to this clause (h)
included in any four quarter period shall not exceed the greater of $20.0 million
and 10.0% of EBITDA for such four quarter period; provided, further, that the
adjustments pursuant to this clause (h) may be incremental to (but not duplicative
of) pro forma adjustments made pursuant to the definition of “Fixed Charge Coverage
Ratio”; plus




     (i) any costs or expense incurred by the Company or a Restricted Subsidiary
pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan, agreement or any stock subscription or shareholder
agreement, to the extent that such cost or expenses are funded with cash proceeds
contributed to the capital of the Company or net cash proceeds of an issuance of
Equity Interests of the Company (other than Disqualified Stock) solely to the extent
that such net cash proceeds are excluded from the calculation set forth in clause
(3) of Section 4.07(a) hereof; plus




     (j) (x) lease expense for the use of land, building and equipment of
Tesalca-99, S.A. and Texnovo, S.A. in connection with the purchase of certain assets
by the Company as of November 30, 2009 (the “Tesalca-Texnovo Acquisition”); (y)
losses incurred as a result of the Tesalca-Texnovo Acquisition for the period from
November 30, 2009 through January 2, 2010; and (z) the annualized EBITDA
attributable to each of Tesalca-99, S.A. and Texnovo, S.A. after giving effect to
the Tesalca-Texnovo Acquisition; plus




     (k) annualized incremental EBITDA contribution of the Company’s spunmelt lines
in San Luis Potosi, Mexico and Cali, Colombia, in each case, based on the actual
run-rate performance for the third quarter of 2010;




     (2) decreased by (without duplication) non-cash gains increasing Consolidated Net
Income of such Person for such period, excluding any non-cash gains to the extent they
represent the reversal of an accrual or reserve for a potential cash item that reduced
EBITDA in any prior period.



     “EMU” means economic and monetary union as contemplated in the Treaty on European Union.



     “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.



     “Equity Offering” means any public or private sale of common stock or Preferred Stock of the
Company (excluding Disqualified Stock) or any of its direct or indirect parent companies to the
extent contributed to the Company as equity (other than Disqualified Stock), other than:




     (1) public offerings with respect to the Company’s or any direct or indirect parent
company’s common stock registered on Form S-8;



-12-









 






     (2) issuances to any Subsidiary of the Company; and




     (3) any such public or private sale that constitutes an Excluded Contribution.



     “Equipment Lease Agreement” means, collectively, that certain equipment lease agreement, dated
June 24, 2010, between Chicopee, Inc. and Gossamer Holdings, LLC, and the related construction
agency agreement, guarantees and other documentation, as amended and/or restated from time to time.



     “€” means the single currency of participating member states of the EMU.



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



     “Event of Loss” means, with respect to any Collateral, any (1) Casualty of such Collateral,
(2) Condemnation or seizure (other than pursuant to foreclosure or confiscation or requisition of
the use of such Collateral) or (3) settlement in lieu of clause (2) above, in each case having a
fair market value in excess of $10.0 million.



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



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



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



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



     “Excluded Assets” has the meaning set forth in the Security Agreement.



     “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds
received by the Company from:




     (1) contributions to its common equity capital; and




     (2) the sale (other than to a Subsidiary of the Company or to any management equity
plan or stock option plan or any other management or employee benefit plan or agreement of
the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock)
of the Company, in each case after the Issue Date and in each case designated as Excluded
Contributions pursuant to an Officer’s Certificate executed by the principal financial
officer of the Company on the date such capital contributions are made or the date such
Equity Interests are sold, as the case may be, which are excluded from the calculation set
forth in clause (3) of Section 4.07(a) hereof.



     “Factoring Program” means any agreements or facilities entered into by the Company or any of
its Subsidiaries for the purpose of factoring its receivables or payables for cash distribution.



     “fair market value” means, with respect to any asset or liability, the fair market value of
such asset or liability as determined by the Company in good faith.



     “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of
EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the
event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires
or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues
or redeems Disqualified Stock or Preferred Stock subsequent to the com



-13-









 





mencement of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee,
redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of
Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the
applicable four-quarter period.




     For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (as determined in accordance with
GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the
four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro
forma basis, assuming that all such Investments, acquisitions, dispositions, mergers,
consolidations and disposed operations (and the change in any associated fixed charge obligations
and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter
reference period. If since the beginning of such period any Person that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries
since the beginning of such period shall have made any Investment, acquisition, disposition,
merger, consolidation or disposed operation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or
disposed operation had occurred at the beginning of the applicable four-quarter period.



     For purposes of this definition, whenever pro forma effect is to be given to an Investment,
acquisition, disposition, merger or consolidation (including the Transaction) or any other
transaction, the pro forma calculations shall be made in good faith by a responsible financial or
accounting officer of the Company (and may include, for the avoidance of doubt and without
duplication, cost savings, synergies and operating expense resulting from such Investment,
acquisition, disposition, merger or consolidation (including the Transaction) or other transaction,
in each case calculated in the manner described in the definition of “EBITDA” herein). If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on
such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio
Calculation Date had been the applicable rate for the entire period (taking into account any
Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP. 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
except as set forth in the first paragraph of this definition. Interest on Indebtedness that may
optionally be determined at an interest rate based upon a factor of a prime or similar rate, a
Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the
rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may
designate.



     “Fixed Charges” means, with respect to any Person for any period, the sum of:




     (1) Consolidated Interest Expense of such Person for such period;




     (2) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Preferred Stock during such period; and




     (3) all cash dividends or other distributions paid or accrued (excluding items
eliminated in consolidation) on any series of Disqualified Stock during such period.



     “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such
Person that is not organized or existing under the laws of the United States, any state thereof, or
the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.



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     “GAAP” means generally accepted accounting principles in the United States of America which
are in effect on the Issue Date.



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



     “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes, substantially in the form of Exhibit A issued in accordance
with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.



     “Government Securities” means securities that are:




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




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



     “Governmental Authority” means the government of the United States or any other nation, or of
any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
bank).



     “Grantors” means the Company and the Guarantors.



     “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
letters of credit and reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.



     “Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under this
Indenture and the Notes.



     “Guarantor” means each Subsidiary Guarantor and any other Person that becomes a Guarantor in
accordance with the terms of this Indenture.



     “Hedging Obligations” means, with respect to any Person, the obligations of such Person under
any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement,
commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange
contract, currency swap agreement or similar agreement providing for the transfer, modification or
mitigation of interest rate, commodity or currency risks either generally or under specific
contingencies.



     “Holder” means the Person in whose name a Note is registered on the registrar’s books.



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




     (1) any indebtedness of such Person, whether or not contingent:




     (a) in respect of borrowed money;




     (b) evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without duplication, reimbursement agreements in
respect thereof);




     (c) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (i) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (ii) any earn-out obligations until
such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP; or




     (d) representing net obligations under any Hedging Obligations; if and to the
extent that any of the foregoing Indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP;




     (2) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise on, the obligations of the type referred
to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for
collection in the ordinary course of business; and




     (3) to the extent not otherwise included, the obligations of the type referred to in
clause (1) of a third Person secured by a Lien on any asset owned by such first Person,
whether or not such Indebtedness is assumed by such first Person;



provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include
(a) Contingent Obligations incurred in the ordinary course of business or (b) any obligations under
or in respect of Receivables Facilities, Factoring Program, operating leases, or Sale and
Lease-back Transactions (except any resulting Capitalized Lease Obligations).




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



     “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or
consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in
the good faith judgment of the Company, qualified to perform the task for which it has been
engaged.



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



     “Initial Notes” has the meaning set forth in the recitals hereto.



     “Initial Purchasers” means Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated,
Barclays Capital Inc. and RBC Capital Markets, LLC.



     “Intercreditor Agreement” means the Lien Subordination and Intercreditor Agreement, dated as
of the Issue Date, among the ABL Collateral Agent, the Notes Collateral Agent, the Company and each
Guarantor, as it may be amended from time to time in accordance with this Indenture.



     “Interest Payment Date” means February 1 and August 1 of each year to stated maturity.



-16-









 





     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.



     “Investment Grade Securities” means:




     (1) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash Equivalents);




	(2)	 	debt securities or debt instruments with an Investment Grade Rating, but excluding
any debt securities or instruments constituting loans or advances among the Company and its
Subsidiaries;
	 
	(3)	 	investments in any fund that invests exclusively in investments of the type
described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
investment or distribution; and
	 
	(4)	 	corresponding instruments in countries other than the United States customarily
utilized for high quality investments.





     “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of loans (including guarantees), advances or capital
contributions (excluding accounts receivable, trade credit, advances to customers, commission,
travel and similar advances to officers and employees, in each case made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or
other securities issued by any other Person and investments that are required by GAAP to be
classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the
other investments included in this definition to the extent such transactions involve the transfer
of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section
4.07 hereof:




     (1) “Investments” shall include the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of
the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to:




     (a) the Company’s “Investment” in such Subsidiary at the time of such
redesignation; less




     (b) the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer.



     “Investors” means The Blackstone Group and each of its Affiliates, but not including any of
its or their portfolio companies.



     “Issue Date” means January 28, 2011.



     “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions
are not required to be open in the State of New York.



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



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     “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
hypothecation, charge, security interest, preference, priority 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; provided that in no event shall an operating lease be deemed to constitute a Lien.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.



     “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends.



     “Net Loss Proceeds” means, with respect to any Event of Loss, the proceeds in the form of (a)
cash or Cash Equivalents, (b) insurance proceeds, (c) Condemnation Awards or (d) damages awarded by
any judgment, in each case received by the Company or any of its Restricted Subsidiaries from such
Event of Loss, net of:




     (1) reasonable out-of-pocket expenses and fees relating to such Event of Loss
(including without limitation legal, accounting and appraisal or insurance adjuster fees);




     (2) taxes paid or payable after taking into account any reduction in consolidated tax
liability due to available tax credits or deductions and any tax sharing arrangements;




     (3) any repayment of Indebtedness that is secured by a Permitted Lien on the property
or assets that are the subject of such Event of Loss and which Permitted Lien has priority
over the Lien securing the Notes;




     (4) amounts required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in the assets subject to the Event of Loss or
having a Lien thereon; and




     (5) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as
the case may be, as a reserve, in accordance with GAAP, against any liabilities associated
with such Event of Loss and retained by the Company or any Restricted Subsidiary, as the
case may be, after such Event of Loss, including, without limitation, liabilities related to
environmental matters and liabilities under any indemnification obligations associated with
such Event of Loss.



     “Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash and Cash
Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration
received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or
disposition of such Designated Non-cash Consideration, including legal, accounting and investment
banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), amounts required to be applied to the
repayment of Indebtedness secured by a Lien on such assets (other than required by clause (1) of
Section 4.10(b) hereof) and any deduction of appropriate amounts to be provided by the Company or
any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities
associated with the asset disposed of in such transaction and retained by the Company or any of its
Restricted Subsidiaries after such sale or other disposition thereof, including pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.



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



     “Notes” means the Initial Notes and any other Note authenticated and delivered under this
Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional
Notes that may be issued under a



-18-









 





supplemental indenture. For purposes of this Indenture, all
references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be
deemed to refer to Notes of the applicable series.




     “Notes Collateral” means “Noteholder First Lien Collateral” as defined in the Intercreditor
Agreement.



     “Notes Collateral Agent” means Wilmington Trust Company, in its capacity as “Collateral Agent”
under this Indenture, the Intercreditor Agreement, the Collateral Agency Agreement and the other
Collateral Documents, and any successor thereto in such capacity.



     “Obligations” means any principal, interest (including any interest accruing subsequent to the
filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for
in the documentation with respect thereto, whether or not such interest is an allowed claim under
applicable state, federal or foreign law), premium, penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of credit and banker’s
acceptances), damages and other liabilities, and guarantees of payment of such principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the
documentation governing any Indebtedness.



     “Offering Memorandum” means the offering memorandum, dated January 13, 2011, relating to the
sale of the Initial Notes.



     “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, Chief
Financial Officer, Chief Operating Officer, the President, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer or the Secretary of the Company or a Guarantor.



     “Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of
the Company or on behalf of a Guarantor by an Officer of such Guarantor, who must be the principal
executive officer, the principal financial officer, the treasurer or the principal accounting
officer of the Company or any officer of such Guarantor that meets the requirements set forth in
this Indenture.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company, a Subsidiary of the Company
or the Trustee.



     “Parent” means Scorpio Acquisition Corporation, a Delaware corporation.



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



     “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business
Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company
or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash
Equivalents received must be applied in accordance with Section 4.10 hereof; provided further that
the assets received are pledged as Collateral to the extent required by the Collateral Documents to
the extent that the assets disposed of constituted Collateral.



     “Permitted Holders” means each of the Investors and members of management of the Company (or
its direct or indirect parent or Subsidiary) on the Issue Date who are holders of Equity Interests
of the Company (or any of its direct or indirect parent companies) and any group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of
which any of the foregoing are members; provided that, in the case of such group and without giving
effect to the existence of such group or any other group, such Investors and members of management,
collectively, have beneficial ownership of more than 50% of the total voting power of the Voting
Stock of the Company or any of its direct or indirect parent companies.



-19-









 





     “Permitted Investment” means:




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




     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;




     (3) any Investment by the Company or any of its Restricted Subsidiaries in a Person
that is engaged in a Similar Business if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary; or




     (b) such Person, in one transaction or a series of related transactions, is
merged or consolidated with or into, or transfers or conveys substantially all of
its assets to, or is liquidated into, the Company or a Restricted Subsidiary,



and, in each case, any Investment held by such Person; provided that such Investment was not
acquired by such Person in contemplation of such acquisition, merger, consolidation or
transfer;





     (4) any Investment in securities or other assets, including earnouts, not constituting
cash and Cash Equivalents and received in connection with an Asset Sale made pursuant to
Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;




     (5) any Investment existing on the Issue Date;




     (6) any Investment 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;




     (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;




     (8) Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Company, or any of its direct or indirect parent companies;
provided, however, that such Equity Interests shall not increase the amount available for
Restricted Payments under clause (3) of Section 4.07(a) hereof;




     (9) guarantees of Indebtedness of the Company and any Restricted Subsidiary permitted
under Section 4.09 hereof;




     (10) any transaction to the extent it constitutes an Investment that is permitted and
made in accordance with the provisions of Section 4.11(b) hereof (except transactions
described in clauses (2), (5) and (9) of Section 4.11(b) hereof);




     (11) Investments consisting of purchases and acquisitions of inventory, supplies,
material or equipment;




     (l2) additional Investments having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (12) that are at that time outstanding
(without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not
consist of cash or marketable



-20-









 






securities), not to exceed the greater of (x) $50.0 million
and (y) 3.5% of Total Assets at the time of such Investment (with the fair market value of
each Investment being measured at the time made and without giving effect to subsequent
changes in value);




     (13) Investments relating to a Receivables Subsidiary or a Factoring Program that, in
the good faith determination of the Company are necessary or advisable to effect any
Receivables Facility or a Factoring Program or any transaction in connection therewith;




     (14) loans and advances to officers, directors and employees, in each case incurred in
the ordinary course of business or consistent with past practices or to fund such Person’s
purchase of Equity Interests of the Company or any direct or indirect parent company
thereof;




     (15) Investments (including debt obligations and Equity Interests) received in
connection with the bankruptcy or reorganization of suppliers and customers or in settlement
of delinquent obligations of, or other disputes with, customers and suppliers arising in the
ordinary course of business or upon the foreclosure with respect to any secured Investment
or other transfer of title with respect to any secured Investment;




     (16) Investments in joint ventures of the Company or any of its Restricted Subsidiaries
existing on the Issue Date or created after the Issue Date in an aggregate amount not to
exceed the greater of $20.0 million and 2.0% of Total Assets;




     (17) any Investment in a Similar Business having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (17) that are at that time
outstanding, not to exceed the greater of $50.0 million and 3.5% of Total Assets at the time
of such Investment (with the fair market value of each Investment being measured at the time
made and without giving effect to subsequent changes in value);




     (18) advances to, or guarantees of Indebtedness of, employees not in excess of $5.0
million outstanding at any one time, in the aggregate; and




     (19) Investments (i) by the Captive Insurance Subsidiary made in the ordinary course of
its business or consistent with past practice, and (ii) in the Captive Insurance Subsidiary
in the ordinary course of business or required under statutory or regulatory authority
applicable to such Captive Insurance Subsidiary.



     “Permitted Liens” means, with respect to any Person:




     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case incurred in the ordinary course of business;




     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet overdue for a period of more than 30 days or being contested in
good faith by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review if adequate reserves with respect thereto are
maintained on the books of such Person in accordance with GAAP;




     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a
period of more than 30 days or not yet payable or subject to penalties for nonpayment or
which are being contested in good faith by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of such Person in accordance with
GAAP;



-21-









 







     (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued pursuant to the request
of and for the account of such Person in the ordinary course of its business;




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




     (6) Liens (including Liens on Collateral) securing Indebtedness permitted to be
incurred pursuant to clauses (4), (10), (12)(b), and (18) of Section 4.09(b) hereof;
provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (18)
of Section 4.09(b) hereof extend only to the assets of Foreign Subsidiaries




     (7) Liens existing on the Issue Date;




     (8) Liens on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, such Liens are not created or incurred in connection with, or
in contemplation of, such other Person becoming such a Subsidiary; provided further,
however, that such Liens may not extend to any other property owned by the Company or any of
its Restricted Subsidiaries;




     (9) Liens on property at the time the Company or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into the
Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not
created or incurred in connection with, or in contemplation of, such acquisition; provided
further, however, that the Liens may not extend to any other property owned by the Company
or any of its Restricted Subsidiaries;




     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to the Company or another Restricted Subsidiary permitted to be incurred in accordance with
Section 4.09 hereof;




     (11) Liens securing Hedging Obligations so long as related Indebtedness is, and is
permitted to be under this Indenture, secured by a Lien on the same property securing such
Hedging Obligations;




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




     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary
course of business which do not materially interfere with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries and do not secure any
Indebtedness;




     (14) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary
course of business;




     (15) Liens in favor of the Company or any Subsidiary Guarantor;




     (16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in
the ordinary course of business to the Company’s clients;




     (17) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility;



-22-









 






     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7),
(8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements on such property), and
(b) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the
original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to
pay any fees and expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement;




     (19) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (20) other Liens (including Liens on Collateral) securing obligations not to exceed
$20.0 million at any one time outstanding;




     (21) Liens securing Indebtedness of any Foreign Subsidiary permitted to be incurred
under this Indenture, to the extent such Liens relate only to the assets and properties of
such Foreign Subsidiary;




     (22) Liens securing judgments for the payment of money not constituting an Event of
Default under clause (5) of Section 6.01(a) hereof so long as such Liens are adequately
bonded and any appropriate legal proceedings that may have been duly initiated for the
review of such judgment have not been finally terminated or the period within which such
proceedings may be initiated has not expired;




     (23) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in the ordinary
course of business;




     (24) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code or any comparable or successor provision on items in the course of
collection, (ii) attaching to commodity trading accounts or other commodity brokerage
accounts incurred in the ordinary course of business, and (iii) in favor of banking
institutions arising as a matter of law encumbering deposits (including the right of setoff)
and which are within the general parameters customary in the banking industry;




     (25) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets
other than those that are the subject of such repurchase agreement;




     (26) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (27) Liens that are contractual rights of setoff (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of the Company or any of
its Restricted Subsidiaries in the ordinary course of business;




     (28) Liens securing the Notes issued on the Issue Date and any Exchange Notes, if any,
issued in exchange for Notes issued on the Issue Date pursuant to the Registration Rights
Agreement, and in each case, the Guarantees of such Notes and Exchange Notes;




     (29) Liens securing (x) Indebtedness and other obligations permitted to be incurred
under Credit Facilities, including any letter of credit facility relating thereto, that was
incurred pursuant to clause (1) of Section 4.09(b); provided, however, that, other than in
the case of the Tranche 2 Sub-Facility,



-23-









 






any Liens on Notes Collateral granted pursuant to
this clause (x) shall be junior in priority to the Liens on such Notes Collateral granted in
favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders pursuant
to the Collateral Documents and the terms of such junior interest may be no more favorable
to the beneficiaries thereof than the terms contained in the Intercreditor Agreement; and
provided, further, that no Liens may be granted on any ABL Collateral (other than Excluded
Assets) pursuant to this clause (x) unless the Notes are secured by a second-priority Lien
that is junior in priority to the Liens on such collateral but senior in priority to any
other Liens (other than other Permitted Liens) granted on such collateral and (y)
obligations of the Company or any Subsidiary in respect of any Bank Products or Hedging
Obligations provided by any lender, bookrunner with respect to any Credit Facility or any
Affiliate of the foregoing (or any Person that was a lender or an Affiliate of a lender or
bookrunner with respect to such Credit Facility at the time the applicable agreements
pursuant to which such Bank Products or Hedging Obligations are provided were entered into)
or is a party to such a Bank Product or Hedging Obligation as of the Issue Date;




     (30) (x) Liens securing any Indebtedness incurred pursuant to Section 4.09 (including,
without limitation, Indebtedness incurred under one or more Credit Facilities which
constitutes Additional Parity Debt); provided that after giving pro forma effect to the
granting of such Liens, the Senior Secured Leverage Ratio shall not exceed 4.5 to 1.00;
provided further that, other than in the case of Additional Parity Debt (including without
limitation, Indebtedness incurred under one or more Credit Facilities which constitutes
Additional Parity Debt), such Liens on Notes Collateral are junior in priority to the Liens
granted to Holders of the Notes on a basis that is no more favorable to the holders of such
Indebtedness than the provisions of the Intercreditor Agreement applicable to the holders of
ABL Lenders Debt with respect to Notes Collateral and (y) Liens securing any Indebtedness
incurred pursuant to Section 4.09; provided that such Liens on Collateral are junior in
priority to the Lien granted to the Holders of the Notes on a basis that is no more
favorable to the holders of such Indebtedness than the provisions of the Intercreditor
Agreement applicable to the holders of ABL Lenders Debt with respect to Notes Collateral;




     (31) any encumbrance or restriction (including put and call arrangements) with respect
to capital stock of any joint venture or similar arrangement pursuant to any joint venture
or similar agreement;




     (32) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale or purchase of goods entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business;




     (33) Liens solely on any cash earnest money deposits made by the Company or any of its
Restricted Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder; and




     (34) Liens securing Additional Parity Debt, the proceeds of which shall be used solely
to refinance Indebtedness incurred pursuant to clause (1) of Section 4.09(b) hereof.



     For purposes of this definition, the term “Indebtedness” shall be deemed to include interest
on such Indebtedness.



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



     “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends
or upon liquidation, dissolution, or winding up.



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



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



-24-









 





     “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person
engaged in, a Similar Business.



     “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating
on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as
the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as
the case may be.



     “Receivables Facility” means any of one or more receivables financing facilities, as amended,
supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations
of which are non-recourse (except for customary representations, warranties, covenants and
indemnities made in connection with such facilities) to the Company or any of its Restricted
Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its
Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a
Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to
a Person that is not a Restricted Subsidiary.



     “Receivables Fees” means distributions or payments made directly or by means of discounts with
respect to any accounts receivable or participation interest therein issued or sold in connection
with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any
Receivables Facility.



     “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely
engages only in one or more Receivables Facilities and other activities reasonably related thereto.



     “Record Date” for the interest or Additional Interest, if any, payable on any applicable
Interest Payment Date means January 15 or July 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date.



     “Registration Rights Agreement” means the Registration Rights Agreement with respect to the
Notes dated as of the Issue Date, among the Company, the Subsidiary Guarantors and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more additional Registration Rights Agreements among the
Company and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.



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



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



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



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



     “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(3)
hereof.



     “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in
a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in
exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be
Related Business Assets if they consist



-25-









 





of securities of a Person, unless upon receipt of the
securities of such Person, such Person would become a Restricted Subsidiary.




     “Related Person” means, with respect to any specified Person, such Person’s Affiliates, and
the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such
Person and its Affiliates.



     “Responsible Officer” means, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.



     “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 defined in Regulation
S.



     “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company
(including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however,
that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary,
such Subsidiary shall be included in the definition of “Restricted 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, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business.



     “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the
Company or any of its Restricted Subsidiaries of any real or tangible personal property, which
property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a
third Person in contemplation of such leasing.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted
Subsidiaries secured by a Lien.



     “Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Notes Collateral Agent, (d)
the beneficiaries of each indemnification obligation undertaken by the Company or any Guarantor
under this Indenture, the Notes, the Security Agreement, the Intercreditor Agreement, the
Collateral Agency Agreement or the other Collateral Documents (e) the successors and assigns of
each of the foregoing and (f) holders of Additional Parity Debt from time to time.



     “Secured Obligations” has the meaning set forth in the Security Agreement.



-26-









 





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



     “Security Agreement” means the Security Agreement, dated as of the Issue Date, among the
Company, each Guarantor and Wilmington Trust Company, as Notes Collateral Agent, as it may be
amended from time to time in accordance with this Indenture.



     “Senior Indebtedness” means any Indebtedness of the Company or any Subsidiary Guarantor that
ranks pari passu in right of payment with the Notes or the Guarantee of such Subsidiary Guarantor,
as the case may be. For the avoidance of doubt, any Indebtedness of the Company or any Subsidiary
Guarantor that is permitted to be incurred under the terms of this Indenture shall constitute
Senior Indebtedness for the purposes of this Indenture unless the instrument under which such
Indebtedness is incurred expressly provides that it is subordinate in right of payment to the Notes
or any related Guarantee.



     “Senior Secured Leverage Ratio” means, as of the date of determination (the “Senior Secured
Leverage Ratio Calculation Date”), the ratio of (a) the Secured Indebtedness of the Company and its
Restricted Subsidiaries as of such date of determination (determined after giving pro forma effect
to such incurrence of Indebtedness, and each other incurrence, assumption, guarantee, redemption,
retirement and extinguishment of Indebtedness as of such date of determination) to (b) EBITDA of
the Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending
immediately prior to such date for which internal financial statements are available. For purposes
of determining the “Senior Secured Leverage Ratio,” “EBITDA” shall be subject to the adjustments
applicable to “EBITDA” as provided for in the definition of “Fixed Charge Coverage Ratio.”



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



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



     “Similar Business” means any business conducted or proposed to be conducted by the Company and
its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related,
incidental or ancillary thereto.



     “Sponsor Management Agreement” means the management agreement between certain of the
management companies associated with the Investors and the Company and/or one of its direct or
indirect parent companies.



     “Subordinated Indebtedness” means, with respect to the Notes,




     (1) any Indebtedness of the Company which is by its terms subordinated in right of
payment to the Notes, and




     (2) any Indebtedness of any Subsidiary Guarantor which is by its terms subordinated in
right of payment to the Guarantee of such entity of the Notes.



     “Subsidiary” means, with respect to any Person:




     (1) any corporation, association, or other business entity (other than a partnership,
joint venture, limited liability company or similar 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 of determination 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



-27-









 






     (2) any partnership, joint venture, limited liability company or similar entity of
which




     (a) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general or limited partnership interests, as applicable, are
owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof whether in the form of
membership, general, special or limited partnership or otherwise, and




     (b) such Person or any Restricted Subsidiary of such Person is a general
partner or otherwise controls such entity.



     “Subsidiary Guarantor” means each Subsidiary of the Company that Guarantees the Notes in
accordance with the terms of this Indenture.



     “Taxing Authority” means any government or any political subdivision, state, province or
territory of a Taxing jurisdiction or any authority or agency therein or thereof having power to
tax.



     “Total Assets” means the total assets of the Company, except where expressly provided
otherwise, and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent
balance sheet of the Company; provided, however, that in no event at any time shall Total Assets be
deemed to equal an amount less than the amount of total assets of the Company and its Restricted
Subsidiaries on a consolidated basis as of the Issue Date.



     “Tranche 2 Sub-Facility” means Indebtedness incurred pursuant to clause (1) of Section 4.09(b)
in an aggregate principal amount not to exceed $7.5 million at any one time outstanding; provided
that such Indebtedness is ranked pari passu with the Notes and (i) the representative of such
Tranche 2 Sub-Facility executes a joinder agreement to the Intercreditor Agreement and, if
applicable, to the other Collateral Documents, in each case in the form attached thereto, agreeing
to be bound thereby and (ii) the Company has designated such Indebtedness as the “Tranche 2
Sub-Facility” thereunder.



     “Transaction” means the merger contemplated by the Transaction Agreement, the issuance of the
Notes and borrowings, if any, under the ABL Facility on the Issue Date in order to finance the
merger and repay certain debt as described in the Offering Memorandum under “The Transactions and
Certain Acquisitions” and any related transactions.



     “Transaction Agreement” means the Agreement and Plan of Merger, dated as of October 4, 2010,
by and among Parent, Scorpio Merger Sub Corporation and MatlinPatterson Global Opportunities
Partners L.P., as the same may be amended prior to the Issue Date.



     “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption
Date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available
at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the Redemption Date to February 1, 2015; provided, however,
that if the period from the Redemption Date to February 1, 2015 is less than one year, the
weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-77bbbb).



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



     “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York; provided, however, that, at any time, if by reason
of mandatory provisions of law, any or all



-28-









 





of the perfection or priority of the Secured Parties’
security interest in any item or portion of the Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial
Code” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or priority and for purposes of
definitions relating to such provisions.




     “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 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 Notes that do not bear the Private Placement
Legend.



     “Unrestricted Subsidiary” means:




     (1) any Subsidiary of the Company which at the time of determination is an Unrestricted
Subsidiary (as designated by the Company, as provided below); and




     (2) any Subsidiary of an Unrestricted Subsidiary.



     The Company may designate any Subsidiary of the Company (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or
holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely
any Subsidiary of the Subsidiary to be so designated); provided that




     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests
entitled to cast at least a majority of the votes that may be cast by all Equity Interests
having ordinary voting power for the election of directors or Persons performing a similar
function are owned, directly or indirectly, by the Company;




     (2) such designation complies with Section 4.07 hereof; and




     (3) each of




          (a) the Subsidiary to be so designated, and




          (b) its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable
with respect to any Indebtedness pursuant to which the lender has recourse to any of the
assets of the Company or any Restricted Subsidiary.



     The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that, immediately after giving effect to such designation, no Default shall have occurred and be
continuing and either:




     (1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test under Section 4.09(a); or




     (2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries
would be greater than such ratio for the Company and its Restricted Subsidiaries immediately
prior to such designation, in each case on a pro forma basis taking into account such
designation.



-29-









 





     Any such designation by the Company shall be notified by the Company to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company
or any committee thereof giving effect to such designation and an Officer’s Certificate certifying
that such designation complied with the foregoing provisions.



     “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, Disqualified
Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:




     (1) the sum of the products of the number of years from the date of determination to
the date of each successive scheduled principal payment of such Indebtedness or redemption
or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by
the amount of such payment; by




     (2) the sum of all such payments.



     “Wholly-Owned Domestic Restricted Subsidiary” means a Domestic Restricted Subsidiary, 100% of
the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the
time be owned by such Person or by one or more Domestic Restricted Subsidiaries of such Person.



     “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the
outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time
be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.



     Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section	 
	“Acceptable Commitment”
	 	 	4.10	 
	“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”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Loss Proceeds”
	 	 	4.15	 
	“Excess Proceeds”
	 	 	4.10	 
	“Immaterial Domestic Subsidiary”
	 	 	4.16	 
	“incur”
	 	 	4.09	 
	“incurrence”
	 	 	4.09	 
	“Indemnified Party”
	 	 	7.07	 
	“Initial Lien”
	 	 	4.12	 
	“Initial Notes”
	 	Preamble
	“Legal Defeasance”
	 	 	8.02	 
	“Loss Proceeds Offer”
	 	 	4.15	 
	“Note Register”
	 	 	2.03	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Pari Passu Indebtedness”
	 	 	4.10	 






-30-









 






	 	 	 	 	 
	Term	 	Defined in Section	 
	“Paying Agent”
	 	 	2.03	 
	“Purchase Date”
	 	 	3.09	 
	“Redemption Date”
	 	 	3.01	 
	“Refinancing Indebtedness”
	 	 	4.09	 
	“Refunding Capital Stock”
	 	 	4.07	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 
	“Reversion Date”
	 	 	4.20	 
	“Rule 3-16”
	 	 	10.01	 
	“Second Commitment”
	 	 	4.10	 
	“Successor Company”
	 	 	5.01	 
	“Successor Person”
	 	 	5.01	 
	“Suspended Covenants”
	 	 	4.20	 
	“Suspension Period”
	 	 	4.20	 
	“Treasury Capital Stock”
	 	 	4.07	 






     Section 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a
provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part
of this Indenture.



     The following Trust Indenture Act terms used in this Indenture have the following meanings:




     “indenture securities” means the Notes and the Guarantees;




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




     “indenture to be qualified” means this Indenture;




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




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



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



     Notwithstanding any of the foregoing, the Trust Indenture Act and the terms and provisions
thereof shall not apply to this Indenture until the Company and the Guarantors qualify this
Indenture under the Trust Indenture Act.



     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) “including,” “includes” and similar words means including without limitation;




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



-31-









 






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




     (g) provisions apply to successive events and transactions;




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




     (i) unless the context otherwise requires, any reference to an “Article,” “Section” or
“clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and




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



     Section 1.05 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 Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. 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. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any
purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 1.05.



     (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 the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by or on behalf of any legal entity other than an individual, such certificate or affidavit
shall also constitute proof of the authority of the Person executing the same. 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 that the Trustee deems sufficient.



     (c) The ownership of Notes shall be proved by the Note Register.



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




     (e) The Company may, in the circumstances permitted by the Trust Indenture Act, set a record
date for purposes of determining the identity of Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to
any action by vote or consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or in the case of any such vote, prior to such vote, any
such record date shall be the later of 30 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.



     (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard
to any particular Note may do so 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. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.



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     (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the
Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and DTC as the Holder of a Global Note, may
provide its proxy or proxies to the beneficial owners of interests in any such Global Note through
such depositary’s standing instructions and customary practices.



     (h) The Company may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date.



     Section 1.06 Timing of Payment.



     Notwithstanding anything herein to the contrary, if the date on which any payment is to be
made pursuant to this Indenture or the Notes is not a Business Day, the payment otherwise payable
on such date shall be payable on the next succeeding Business Day with the same force and effect as
if made on such scheduled date and (provided such payment is made on such succeeding Business Day)
no interest shall accrue on the amount of such payment from and after such scheduled date to the
time of such payment on such next succeeding Business Day and the amount of any such payment that
is an interest payment will reflect accrual only through the original payment date and not through
the next succeeding Business Day.



ARTICLE 2




THE NOTES



     Section 2.01 Form and Dating; Terms.



     (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A. The Notes may have notations, legends or endorsements required
by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.



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



     (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be
issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the
Depositary and registered in the name of the Depositary or the nominee of the Depositary for the
accounts of designated agents holding on behalf of Euroclear or



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Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be
terminated upon the receipt by the Trustee of:





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




     (2) an Officer’s Certificate from the Company certifying that the Restricted Period has
terminated.



Following the termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global
Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation
S Permanent Global Note 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) Terms. The aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is unlimited.



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



     The Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as
provided in Section 4.10 hereof, a Change of Control Offer as provided in Section 4.14 hereof or an
Event of Loss as provided in Section 4.15 hereof. The Notes shall not be redeemable, other than as
provided in Article 3 hereof.



     Additional Notes will rank pari passu with the Initial Notes and may be created and issued
from time to time by the Company without notice to or consent of the Holders and shall be
consolidated with and form a single class with the Initial Notes and shall have the same terms as
to status, redemption or otherwise as the Initial Notes; provided that the Company’s ability to
issue Additional Notes shall be subject to the Company’s compliance with Section 4.09 hereof and Section 4.12 hereof. Any Additional Notes shall be issued with the
benefit of an indenture supplemental to this Indenture.



     (e) Euroclear and Clearstream Applicable Procedures. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall
be applicable to transfers of beneficial interests in the Regulation S Temporary Global Notes and
the Regulation S Permanent 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 execute the Notes on
behalf of 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.



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     A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose until authenticated substantially in the form of Exhibit A, by the manual
signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly
authenticated and delivered under this Indenture.



     On the Issue Date, the Trustee shall, upon receipt of a Company Order (an “Authentication
Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time,
the Trustee shall, upon an Authentication Order, authenticate and deliver any Additional Notes and
Exchange Notes for an aggregate principal amount specified in such Authentication Order for such
Additional Notes or Exchange Notes issued hereunder.



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



     Section 2.03 Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and an office or agency where
Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the
Notes (“Note Register”) 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 and shall be entitled to appropriate compensation therefor pursuant to Section 7.07
hereof. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.



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



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



     Section 2.04 Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if
any, or 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 a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying
Agent for the Notes.



     Section 2.05 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders and shall otherwise
comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least five Business Days before each applicable 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 and
the Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.



     Section 2.06 Transfer and Exchange.



     (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section
2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial
interest in a Global Note may not be



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exchanged for a Definitive Note unless (i) the Depositary (x)
notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note
or (y) 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, (ii) the Company, at its
option, notifies the Trustee in writing that the Company elects to cause the issuance of Definitive
Notes or (iii) there shall have occurred and be continuing an Event of Default with respect to the
Notes. Upon the occurrence of any of the events described in (i), (ii) or (iii) above, Definitive
Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered
in the names, and issued in any approved denominations, requested by or on behalf of the Depositary
(in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of,
and shall be, a Global Note, except for Definitive Notes issued pursuant to clauses (i), (ii) or
(iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.




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




     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(1); provided, however, that if the transferee shall take delivery in the
form of a beneficial interest in the Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(2) thereof.




     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(1) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase or (B) (1) a
written order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall Definitive
Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S
Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certificates required pursuant to Rule 903. Upon
consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof,
the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon
receipt by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global



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Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.





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




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




Beneficial interests in a Regulation S Temporary Global Note may be exchanged for
beneficial interests in a Regulation S Permanent Global Note only after the
expiration of the Restricted Period.




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




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




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




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




     (D) the Registrar receives the following:





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




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Company or
Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Company or Registrar to the
effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein



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and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.



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



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



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




     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon the occurrence of any of the events in clauses (i), (ii) or (iii) of Section 2.06(a)
hereof and 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 substantially in the form of Exhibit C hereto,
including the certifications in item (2)(a) thereof;




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




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




     (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate substantially in the form of Exhibit B hereto, including
the certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to the Company or any of
its Restricted Subsidiaries, a certificate substantially in the form of Exhibit
B hereto, including the certifications in item (3)(b) thereof; or




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




then the Trustee shall cause the aggregate principal amount of the applicable Global Note to
be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and
upon receipt of an Authentication Order the Trustee shall authenticate and mail to the
Person designated in the instructions a Definitive Note in the applicable principal amount.




Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a



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beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer contained
therein.




     (2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the
Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred
to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the
expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a
transfer pursuant to an exemption from the registration requirements of the Securities Act
other than Rule 903 or Rule 904.




     (3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
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 upon
the occurrence of any of the events in clauses (i), (ii) or (iii) of Section 2.06(a) hereof
and if:




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




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




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




     (D) the Registrar receives the following:




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




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder substantially in the
form of Exhibit B hereto, including the certifications in item
(4) thereof; and, in each such case set forth in this subparagraph (D), if
the Company or Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Company
or Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.




     (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon the
occurrence of any of the events in clauses (i), (ii) or (iii) of Section 2.06(a) hereof and
satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company shall execute and upon receipt of an
Authentication Order the



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Trustee shall authenticate and mail to the Person designated in the
instructions a Definitive Note in the applicable principal amount. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) 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 or
through the Depositary and the Participant or Indirect Participant. The Trustee shall mail
such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(4) shall not bear the Private Placement Legend.



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




     (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Note 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 substantially in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof;




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




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




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




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




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




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




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




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



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that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;




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




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




     (D) the Registrar receives the following:




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




     (2) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder substantially in the form of Exhibit B hereto, including the
certifications in item (4) thereof; and, in each such case set forth in this
subparagraph (D), if the Company or Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Company or Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),
the Trustee 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 Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes.



     If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraph (2)(B), (2)(D) or (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 Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e):




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




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




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




     (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
required by item (3) thereof, if applicable.




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




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the applicable Registration Rights Agreement and the Holder, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company;




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




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




     (D) the Registrar receives the following:




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




     (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder
substantially in the form of Exhibit B hereto, including the
certifications in item (4) thereof; and, in each such case set forth in this
subparagraph (D), if the Company or Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Company or Registrar to the
effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.




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



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     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
applicable Registration Rights Agreement, the Company shall issue and, upon receipt of an
Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate (i) 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 or through an Agent’s Message through the DTC Automated Tender Offer Program
that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and
accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive Notes tendered for
acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and mail to the Persons designated by
the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable
principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer,
and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class
of securities under this Indenture.



     (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.




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




“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 COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE
COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN ACCORDANCE WITH ANY



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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 OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.
NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraph (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) 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 (OR ITS PREDECESSOR) IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




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




“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”



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



     (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 receipt of an
Authentication Order in accordance with Section 2.02 hereof 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 or Registrar 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
2.07, 2.10, 3.06, 3.09, 4.10, 4.14, 4.15 and 9.05 hereof).




     (3) Neither the Registrar nor the Company shall 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 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 or (C) to register the transfer of or to exchange a Note
between an applicable Record Date and the next succeeding applicable Interest Payment Date.




     (6) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and interest (including Additional Interest, if any) 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) Upon surrender for registration of transfer of any Note at the office or agency of
the Company designated pursuant to Section 4.02 hereof, the Company shall execute, and the
Trustee shall authenticate and mail, in the name of the designated transferee or
transferees, one or more replacement Notes of any authorized denomination or denominations
of a like aggregate principal amount.




     (8) At the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination or denominations of a like aggregate principal amount upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Global Notes or
Definitive Notes are so surrendered for



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exchange, the Company shall execute, and the Trustee
shall authenticate and mail, the replacement Global Notes and Definitive Notes which the
Holder making the exchange is entitled to in accordance with the provisions of Section 2.02
hereof.




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




     (10) Notwithstanding anything to the contrary set forth herein, the Trustee shall have
no duty or obligation to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or applicable law with respect to any
transfer of any interest in any Note (including transfers between Participants or beneficial
owners) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.



     Section 2.07 Replacement Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the
Company, and the Trustee receives evidence to its satisfaction of the ownership and 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 and the Trustee may charge the Holder for their expenses in replacing a Note.



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



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



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



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



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



     Section 2.09 Treasury Notes. In determining whether the Holders of the required principal amount of Notes
have concurred in any direction, waiver or consent, Notes owned by the Company or by any Affiliate
of 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 a Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such
direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or
any obligor upon the Notes or any Affiliate of the Company or of such other obligor.



     Section 2.10 Temporary Notes. Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary
Notes.



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Temporary Notes shall be substantially in the form of certificated Notes but may have
variations that the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.




     Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this
Indenture.



     Section 2.11 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee,
the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification
of the destruction of all cancelled Notes shall be delivered to the Company upon its request
therefor. The Company may not issue new Notes to replace Notes that they have paid or that have
been delivered to the Trustee for cancellation.



     Section 2.12 Defaulted Interest. If the Company defaults in a payment of interest 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 such Notes and in Section 4.01 hereof. The Company shall promptly 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, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such defaulted interest as provided in this Section 2.12. 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. The Company shall promptly notify the Trustee of any such special record date. At least
15 days before any such 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, first-class postage prepaid, to each Holder, with a copy to the Trustee, a notice at his or
her address as it appears in the Note Register that states the special record date, the related
payment date and the amount of such interest to be paid.



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



     Section 2.13 CUSIP/ISIN Numbers. The Company in issuing the Notes may use CUSIP and/or ISIN numbers (if
then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of 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 as promptly as practicable notify the
Trustee of any change in the CUSIP or the ISIN numbers.



ARTICLE 3



REDEMPTION



     Section 3.01 Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.07 hereof or
pursuant to the terms of any Notes issued hereunder, it shall furnish to the Trustee, at least two
Business Days before notice of redemption is required to be mailed or caused to be mailed to
Holders pursuant to Section 3.03 hereof but not more than 60 days before a date of redemption or
purchase (the “Redemption Date”), an Officer’s Certificate setting forth (i) the paragraph or
subparagraph of such Note and/or Section of this Indenture pursuant to



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which the redemption shall
occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv)
the redemption price.




     Section 3.02 Selection of Notes to be Redeemed or Purchased. If less than all of the Notes are to be
redeemed or purchased at any time, the Trustee shall select the Notes to be redeemed or purchased
(a) if the Notes
are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which such Notes are listed or (b) on a pro rata basis,
or, to the extent that a selection on a pro rata basis is not practicable for any reason, by lot or
by such other similar method in accordance with the procedures of DTC. In the event of partial
redemption or purchase by lot or other similar method, the particular Notes to be redeemed or
purchased shall be selected, unless otherwise provided herein, not less than 30 days nor more than
60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously
called for redemption or purchase.



     The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in an
integral multiple of $1,000 (but in a minimum amount of $2,000) no Notes of $2,000 or less can be
redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed or
purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000 (or a minimum amount of $2,000) shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption or
purchase also apply to portions of Notes called for redemption or purchase.



     Section 3.03 Notice of Redemption. Subject to Section 3.09 hereof, the Company shall deliver
electronically or mail or cause to be mailed by first-class mail, postage prepaid, notices of
redemption at least 30 days but not more than 60 days prior to the Redemption Date to each Holder
to be redeemed or purchased at such Holder’s registered address (or otherwise in accordance with
the procedures of DTC), except that redemption notices may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with Article 8 or Article 12 hereof. Except
as set forth in Section 3.04 hereof, notices of redemption may not be conditional.



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




     (a) the Redemption Date;




     (b) the redemption price;




     (c) if any Note is to be redeemed in part only, the portion of the principal amount of
that Note that is 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 representing the same indebtedness to the extent not redeemed shall be issued
in the name of the Holder upon cancellation of the original Note;




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




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




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




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




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



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     (i) if in connection with a redemption pursuant to Section 3.07(d) hereof, any
condition to such redemption.



     At the Company’s request, the Trustee shall give the notice of redemption in the name of the
Company and at its expense; provided that the Company shall have delivered to the Trustee, at least
two Business Days before notice of redemption is required to be delivered electronically, mailed or
caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be
agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the preceding
paragraph.



     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 applicable redemption price; provided that notice of any redemption may be
given prior to the completion of any offering or other corporate transaction, and any redemption or
notice may, at the Company’s discretion, be subject to one or more conditions precedent, including,
but not limited to, the completion of the related offering or corporate transaction. The notice, if
mailed or delivered in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to deliver such notice or any
defect in the notice to the Holder of any Note designated for redemption in whole or in part shall
not affect the validity of the proceedings for the redemption of any other Note. Subject to
Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption.



     Section 3.05 Deposit of Redemption or Purchase Price.



     (a) Prior to 10:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price
of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be
redeemed or purchased on that Redemption Date. The Trustee or the Paying Agent shall promptly
return to the Company any money deposited with the Trustee or the Paying Agent by the Company in
excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on,
all Notes to be redeemed or purchased.



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



     Section 3.06 Notes Redeemed or Purchased in Part. Upon surrender of a Definitive Note that is redeemed or
purchased 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 or unpurchased
portion of the Note surrendered representing the same indebtedness to the extent not redeemed or
purchased; provided that each new Note shall be in a minimum principal amount of $2,000 and any
integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in
this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officer’s Certificate is required for the Trustee to authenticate such new Note.



     Section 3.07 Optional Redemption.



     (a) At any time prior to February 1, 2015, the Company may redeem all or a part of the Notes,
upon notice as described under Sections 3.02 and 3.03 hereof, at a redemption price equal to 100%
of the principal



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amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Additional Interest, if any, to, but excluding, the applicable Redemption Date,
subject to the rights of Holders of record on the relevant Record Date to receive interest due on
the relevant Interest Payment Date.




     (b) At any time prior to February 1, 2015, the Company may redeem in any twelve month period
up to 10% of the aggregate principal amount of the Notes issued by it on the Issue Date, upon
notice as described under Sections 3.02 and 3.03 hereof, at a redemption price equal to 103.0% of
the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional
Interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of
Holders of Notes of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date.



     (c) On and after February 1, 2015, the Company may redeem the Notes, in whole or in part, upon
notice as described in Sections 3.02 and 3.03 at the redemption prices (expressed as percentages of
principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest
thereon and Additional Interest, if any, to, but excluding, the applicable Redemption Date, subject
to the right of Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 1
of each of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2015
	 	 	103.875	%
	2016
	 	 	101.938	%
	2017 and thereafter
	 	 	100.000	%






     (d) Until February 1, 2014, the Company may, at its option, redeem up to 35% of the aggregate
principal amount of Notes issued by it at a redemption price equal to 107.75% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any,
to, but excluding, the applicable Redemption Date, subject to the right of Holders of Notes of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date,
with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the
aggregate principal amount of Notes originally issued under this Indenture (calculated after giving
effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of
each such redemption; provided further that each such redemption occurs within 180 days of the date
of closing of each such Equity Offering.



     (e) Except pursuant to clause (a), (b) or (d) of this Section 3.07, the Notes shall not be
redeemable at the Company’s option prior to February 1, 2015.



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



     Section 3.08 Mandatory Redemption. The Company shall not be required to make any mandatory redemption or
sinking fund payments with respect to the Notes.



     Section 3.09 Offers to Repurchase by Application of Excess Proceeds or Excess Loss Proceeds.



     (a) In the event that, pursuant to Section 4.10 hereof or Section 4.15 hereof, the Company
shall be required to commence an Asset Sale Offer or a Loss Proceeds Offer, it shall follow the
procedures specified below.



     (b) The Asset Sale Offer or the Loss Proceeds Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent that a longer period
is required by applicable law (the “Offer Period”). No later than five Business Days after the
termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds
or Excess Loss Proceeds (the “Offer Amount”), as the case may be, to the purchase of Notes and, if
required, Pari Passu Indebtedness or Additional Parity Debt (on a pro rata basis, if applicable),
or, if less than the Offer Amount has been tendered, all Notes and such Pari Passu Indebtedness



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and
Additional Parity Debt, to the extent applicable, tendered in response to the Asset Sale Offer or
Loss Proceeds 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 applicable Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to, but
excluding, the Purchase
Date, shall be paid to the Person in whose name a Note is registered at the close of business
on such Record Date, and no additional interest shall be payable to Holders who tender Notes
pursuant to the Asset Sale Offer or Loss Proceeds Offer.



     (d) Upon the commencement of an Asset Sale Offer or a Loss Proceeds Offer, the Company shall
send by first-class mail or deliver electronically a notice to each of the Holders, with a copy to
the Trustee. The notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Asset Sale Offer or Loss Proceeds Offer. The Asset Sale
Offer or Loss Proceeds Offer shall be made to all Holders and holders of Pari Passu Indebtedness
and Additional Parity Debt, to the extent applicable. The notice, which shall govern the terms of
the Asset Sale Offer or Loss Proceeds Offer, shall state:




     (1) that the Asset Sale Offer or Loss Proceeds Offer is being made pursuant to this
Section 3.09 and Section 4.10 or Section 4.15 hereof and the length of time the Asset Sale
Offer or Loss Proceeds 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;




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




     (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or
Loss Proceeds Offer may elect to have Notes purchased in integral multiples of $1,000 (but
in a minimum amount of $2,000);




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




     (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 close of
business on the expiration of the Offer Period, a telegram, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the Note the Holder
delivered for purchase and a statement that such Holder is withdrawing his election to have
such Note purchased;




     (8) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness or
Additional Parity Debt, to the extent applicable, surrendered by the holders thereof exceeds
the Offer Amount, the Trustee shall select the Notes and the Company shall select such Pari
Passu Indebtedness or Additional Parity Debt, to the extent applicable, to be purchased on a
pro rata basis based on the accreted value or principal amount of the Notes or such Pari
Passu Indebtedness or Additional Parity Debt, to the extent applicable, tendered (with such
adjustments as may be necessary so that only Notes in minimum denominations of $2,000, or
integral multiples of $1,000 in excess thereof, shall be purchased); and



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     (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) representing the same indebtedness to the extent not
repurchased.



     (e) On or before the Purchase Date, the Company shall, to the extent lawful, (1) accept for
payment, on a pro rata basis, to the extent necessary, the Offer Amount of Notes or portions
thereof validly tendered pursuant
to the Asset Sale Offer or Loss Proceeds Offer, or if less than the Offer Amount has been
tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee for
cancellation the Notes properly accepted, together with an Officer’s Certificate stating the
aggregate principal amount of Notes or portions thereof so tendered.



     (f) The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail
or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly
tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel
or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new
Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing
the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a
minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note
not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer or Loss Proceeds Offer on or as
soon as practicable after the Purchase Date.



     Other than as specifically provided in this Section 3.09, Section 4.10 or Section 4.15 hereof,
any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of
Sections 3.01 through 3.06 hereof.



ARTICLE 4



COVENANTS



     Section 4.01 Payment of Notes. The Company shall pay or cause to be paid the principal of, premium, if
any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided
in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company or a Guarantor,
holds as of noon 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 applicable Registration Rights Agreement and shall comply with Section
7.02(j) in connection therewith.



     The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; the Company 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.



     Section 4.02 Maintenance of Office or Agency. The Company shall maintain an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may
be surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company 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.



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     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 that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.



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



     Section 4.03 Reports and Other Information.



     (a) Notwithstanding that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on
forms provided for such annual and quarterly reporting pursuant to rules and regulations
promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and
Holders (without exhibits), without cost to any Holder, within 15 days after it files them with the
SEC) from and after the Issue Date,




     (1) within 90 days (or any other time period then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 10-K by a
non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or
any successor or comparable form, containing the information required to be contained
therein, or required in such successor or comparable form;




     (2) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year, reports on Form 10-Q containing all quarterly information that would be
required to be contained in Form 10-Q, or any successor or comparable form; and




     (3) promptly from time to time after the occurrence of a material event required to be
therein reported, such other reports on Form 8-K, or any successor or comparable form;


in each case, in a manner that complies in all material respects with the requirements specified in
such form; provided that the Company shall not be so obligated to file such reports with the SEC if
the SEC does not permit such filing, in which event the Company shall make available such
information to prospective purchasers of Notes, in addition to providing such information to the
Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would
be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the
Exchange Act. In addition, to the extent not satisfied by the foregoing, for so long as any Notes
are outstanding, the Company shall furnish to Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.




     (b) The Company may satisfy its obligations under this Section 4.03 with respect to financial
information relating to the Company by furnishing financial information relating to Parent (or any
parent entity of Parent) as long as Parent (or any such parent entity of Parent) provides a
Guarantee of the Notes; provided that the same is accompanied by consolidating information that
explains in reasonable detail the differences between the information relating to Parent (or such
parent entity, as the case may be), on the one hand, and the information relating to the Company
and its Restricted Subsidiaries on a stand-alone basis, on the other hand.



     (c) Notwithstanding the foregoing, such requirements of this Section 4.03 shall be deemed
satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf
Registration (but in no event later than the date specified in the applicable Registration Rights
Agreement by which the applicable Exchange Offer for the Notes must be consummated) (1) by the
filing with the SEC of the Exchange Offer Registration Statement or the Shelf Registration
Statement (or any other registration statement), and any amendments thereto, with such financial
information that satisfies Regulation S-X of the Securities Act, subject to exceptions consistent
with the presentation of financial information in the Offering Memorandum, or (2) by posting
reports that would be required to be filed by the first paragraph of this covenant substantially in
the form required by the SEC on the Company’s website (or on the website of any of its parent
companies) or providing such reports to the Trustee, with financial



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information that satisfies
Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of
financial information in the Offering Memorandum, to the extent filed or posted within the times
specified above.




     (d) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have
failed to comply with any of its obligations under this Section 4.03 for purposes of this
Indenture, including Section 6.01(a)(3) hereof, until at least 90 days after the date any report is
due under this Section 4.03.



     Section 4.04 Compliance Certificate.



     (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year
ending after the Issue Date a certificate from the principal executive officer, principal
financial officer or principal accounting officer stating that a review of the activities of the
Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officer with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and further stating, as to
such Officer signing such certificate, that to the best of his or her knowledge the Company has
kept, observed, performed and fulfilled each and every condition and covenant contained in this
Indenture and is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all
such Defaults of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto).



     (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or
the holder of any other evidence of Indebtedness of the Company or any of their respective
Subsidiaries gives any notice or takes any other action with respect to a claimed Default, the
Company shall promptly (which shall be no more than 30 days) deliver to the Trustee by registered
or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and
what action the Company proposes to take with respect thereto.



     Section 4.05 Taxes. The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies except such as are
contested in good faith and by appropriate negotiations or proceedings or where the failure to
effect such payment is not adverse in any material respect to the Holders.



     Section 4.06 Stay, Extension and Usury Laws. The Company and the Guarantors covenant (to the extent that
they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Company and each of the Guarantors (to the extent that they may lawfully do
so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as though no such law
has been enacted.



     Section 4.07 Limitation on Restricted Payments.



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




     (I) declare or pay any dividend or make any payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or
distribution payable in connection with any merger or consolidation, other than:




     (A) dividends or distributions by the Company payable solely in Equity
Interests (other than Disqualified Stock) of the Company; or



-54-









 






     (B) dividends or distributions by a Restricted Subsidiary so long as, in the
case of any dividend or distribution payable on or in respect of any class or series
of securities issued by a Restricted Subsidiary other than a Wholly-Owned
Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata
share of such dividend or distribution in accordance with its Equity Interests in
such class or series of securities;




     (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity
Interests of the Company, or any direct or indirect parent of the Company, including any
purchase, redemption, defeasance, acquisition or retirement, in connection with any merger
or consolidation;




     (III) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment, sinking fund
payment or maturity, any Subordinated Indebtedness, other than:




     (a) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof;
or




     (b) the purchase, repurchase or other acquisition of such Subordinated
Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the
date of purchase, repurchase or acquisition; or




     (IV) make any Restricted Investment


(all such payments and other actions set forth in clauses (I) through (IV) above (other than any
exceptions thereof) being collectively referred to as “Restricted Payments”), unless, at the time
of such Restricted Payment:





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




     (2) immediately after giving effect to such transaction on a pro forma basis, the
Company could incur $1.00 of additional Indebtedness under the provisions of Section 4.09(a)
hereof; and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including
Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends
on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (7), (9) and (14)
(to the extent not deducted in calculating Consolidated Net Income) of Section 4.07(b)
hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is
less than the sum of (without duplication):




     (a) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) beginning on the first day of the fiscal quarter in which the
Issue Date occurs to the end of the Company’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such Restricted
Payment, or, in the case such Consolidated Net Income for such period is a deficit,
minus 100% of such deficit; plus




     (b) 100% of the aggregate net cash proceeds and the fair market value of
marketable securities or other property received by the Company since immediately
after the Issue Date (other than net cash proceeds to the extent such net cash
proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock
pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:




     (i) (A) Equity Interests of the Company, including Treasury Capital
Stock, but excluding cash proceeds and the fair market value of marketable
securities or other property received from the sale of:



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     (x) Equity Interests to employees, directors or consultants of
the Company, any direct or indirect parent company of the Company and
the Company’s Subsidiaries after the Issue Date to the extent such
amounts have been applied to Restricted Payments made in accordance
with clause (4) of Section 4.07(b) hereof; and




     (y) Designated Preferred Stock;




and (B) to the extent such net cash proceeds are actually contributed to the
Company as equity (other than Disqualified Stock), Equity Interests of any
of the Company’s direct or indirect parent companies (excluding
contributions of the proceeds from the sale of Designated Preferred Stock of
any such companies or contributions to the extent such amounts have been
applied to Restricted Payments made in accordance with clause (4) of Section
4.07(b) hereof); or




     (ii) debt securities of the Company that have been converted into or
exchanged for such Equity Interests of the Company;




provided, however, that this clause (b) shall not include the proceeds from
(W) Refunding Capital Stock, (X) Equity Interests or convertible debt
securities of the Company (or any direct or indirect parent company) sold to
a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt
securities that have been converted into Disqualified Stock or (Z) Excluded
Contributions; plus




     (c) 100% of the aggregate amount of cash and the fair market value of
marketable securities or other property contributed to the capital of the Company
(other than Disqualified Stock) following the Issue Date (other than (i) net cash
proceeds to the extent such net cash proceeds have been used to incur Indebtedness,
Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b)
hereof), (ii) contributions from a Restricted Subsidiary, (iii) any Excluded
Contribution, (iv) any Refunding Capital Stock or (v) any Designated Preferred
Stock); plus




     (d) 100% of the aggregate amount received in cash and the fair market value of
marketable securities or other property received by the Company or any Restricted
Subsidiary by means of:




     (i) the sale or other disposition (other than to the Company or a
Restricted Subsidiary) of Restricted Investments made by the Company or its
Restricted Subsidiaries and repurchases and redemptions of such Restricted
Investments from the Company or its Restricted Subsidiaries and repayments
of loans or advances and releases of guarantees which constitute Restricted
Investments by the Company or its Restricted Subsidiaries, in each case
after the Issue Date; or




     (ii) the sale (other than to the Company or a Restricted Subsidiary) of
the stock of an Unrestricted Subsidiary (other than to the extent the
Investment in such Unrestricted Subsidiary was made by the Company or a
Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to
the extent such Investment constituted a Permitted Investment) or a
distribution or dividend from an Unrestricted Subsidiary, in each case,
after the Issue Date; plus




     (e) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary after the Issue Date, the fair market value (as determined in
good faith by the Company, provided that if such fair market value may exceed $25.0
million, such determination shall be made by the Board of Directors of the Company
and evidenced by a board resolution) of the In-



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vestment in such Unrestricted
Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a
Restricted Subsidiary other than to the extent the Investment in such Unrestricted
Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7)
of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted
Investment.



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




     (1) the payment of any dividend or distribution or the consummation of any irrevocable
redemption within 60 days after the date of declaration thereof or the giving of the
irrevocable redemption notice, as applicable, if at the date of declaration or notice such
payment would have complied with the provisions of this Indenture;




     (2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any
Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or
any Equity Interests of any direct or indirect parent company of the Company, in exchange
for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of, Equity Interests of the Company or any direct or indirect parent company of
the Company to the extent contributed to the Company (in each case, other than any
Disqualified Stock or Designated Preferred Stock) (“Refunding Capital Stock”) and (b) if
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment
of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration
and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock
the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any
Equity Interests of any direct or indirect parent company of the Company) in an aggregate
amount no greater than the aggregate amount per year of dividends per annum that were
declarable and payable on such Treasury Capital Stock immediately prior to such retirement;




     (3) the redemption, repurchase, defeasance or other acquisition or retirement of
Subordinated Indebtedness of the Company or a Subsidiary Guarantor made in exchange for, or
out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company
or a Subsidiary Guarantor, as the case may be, which is incurred in compliance with Section
4.09 hereof so long as:




     (A) the principal amount (or accreted value, if applicable) of such new
Indebtedness does not exceed the principal amount of (or accreted value, if
applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness
being so redeemed, repurchased, acquired or retired for value, plus the amount of
any reasonable premium to be paid, defeasance costs and any reasonable fees and
expenses incurred in connection with the issuance of such new Indebtedness;




     (B) such new Indebtedness is subordinated to the Notes or the applicable
Guarantee at least to the same extent as such Subordinated Indebtedness so
purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for
value;




     (C) such new Indebtedness has a final scheduled maturity date equal to or later
than the final scheduled maturity date of the Subordinated Indebtedness being so
redeemed, repurchased, defeased, acquired or retired; and




     (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or
greater than the remaining Weighted Average Life to Maturity of the Subordinated
Indebtedness being so redeemed, repurchased, defeased, acquired or retired;




     (4) a Restricted Payment to pay for the repurchase, redemption or other acquisition or
retirement for value of Equity Interests (other than Disqualified Stock) of the Company or
any of its direct or indirect parent companies held by any future, present or former
employee, director or consultant of the Company, any of its Restricted Subsidiaries or any
of its direct or indirect parent companies pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement,



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including any
Equity Interests rolled over by management, directors, or employees of the Company in
connection with the Transaction, (x) upon the death or disability of such employee, director
or consultant or (y) upon the resignation or other termination of employment of such
employee, director or consultant; provided, however, that the aggregate Restricted Payments
made under this clause (4) do not exceed in any calendar year $10.0 million (which shall
increase to $20.0 million subsequent to the consummation of an
underwritten public Equity Offering by the Company or any direct or indirect parent
corporation of the Company) (with unused amounts in any calendar year being carried over to
succeeding calendar years subject to a maximum (without giving effect to the following
proviso) of $20.0 million in any calendar year (which shall increase to $35.0 million
subsequent to the consummation of an underwritten public Equity Offering by the Company or
any direct or indirect parent of the Company)); provided further that such amount in any
calendar year may be increased by an amount not to exceed:




     (a) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of the Company and, to the extent contributed to the Company,
Equity Interests of any of the Company’s direct or indirect parent companies, in
each case, to members of management, directors or consultants of the Company, any of
its Subsidiaries or any of its direct or indirect parent companies that occurs after
the Issue Date, to the extent the cash proceeds from the sale of such Equity
Interests have not otherwise been applied to the payment of Restricted Payments by
virtue of clause (3) of Section 4.07(a) hereof; plus




     (b) the cash proceeds of key man life insurance policies received by the
Company or its Restricted Subsidiaries after the Issue Date; less




     (c) the amount of any Restricted Payments previously made with the cash
proceeds described in clauses (a) and (b) of this clause (4); and provided further
that (i) cancellation of Indebtedness owing to the Company or any of its Restricted
Subsidiaries from members of management of the Company, any of the Company’s direct
or indirect parent companies or any of the Company’s Subsidiaries in connection with
a repurchase of Equity Interests of the Company or any of its direct or indirect
parent companies and (ii) the repurchase of Equity Interests deemed to occur upon
the exercise of options, warrants or similar instruments if such Equity Interests
represents all or a portion of the exercise price thereof or payments, in lieu of
the issuance of fractional Equity Interests or withholding to pay other taxes
payable in connection therewith, in the case of each of clauses (i) and (ii), will
not be deemed to constitute a Restricted Payment for purposes of this Section 4.07
or any other provision of this Indenture;




     (5) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Company or any of its Restricted Subsidiaries and of Preferred
Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the
extent such dividends are included in the definition of “Fixed Charges”;




     (6) (a) the declaration and payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the
Issue Date;




     (b) the declaration and payment of dividends to a direct or indirect parent company of
the Company, the proceeds of which shall be used to fund the payment of dividends to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such
parent corporation issued after the Issue Date, provided that the amount of dividends paid
pursuant to this clause (b) shall not exceed the aggregate amount of cash actually
contributed to the Company from the sale of such Designated Preferred Stock; or




     (c) the declaration and payment of dividends on Refunding Capital Stock that is
Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause
(2) of this Section 4.07(b);



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provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the
most recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date of issuance of such Designated Preferred Stock or
the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after
giving effect to such issuance or declaration on a pro forma basis, the
Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed
Charge Coverage Ratio of at least 2.00 to 1.00;




     (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value,
taken together with all other Investments made pursuant to this clause (7) that are at the
time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the
extent the proceeds of such sale do not consist of cash or marketable securities, not to
exceed the greater of (x) $20.0 million and (y) 2.0% of Total Assets at the time of such
Investment (with the fair market value of each Investment being measured at the time made
and without giving effect to subsequent changes in value);




     (8) repurchases of Equity Interests deemed to occur upon exercise of stock options,
warrants or other equity-based awards if such Equity Interests represent a portion of the
exercise price of such options, warrants or awards;




     (9) the declaration and payment of dividends on the Company’s common stock (or payments
of dividends to any direct or indirect parent entity to fund payments of dividends on such
entity’s common stock), following the consummation of a public offering of the Company’s
common stock or the common stock of any of its direct or indirect parent companies after the
Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the
Company in or from any such public offering, other than public offerings with respect to
common stock registered on Form S-4 or Form S-8 and other than any public sale constituting
an Excluded Contribution;




     (10) Restricted Payments that are made (a) in an amount equal to the amount of Excluded
Contributions previously received or (b) without duplication with clause (a), from the Net
Proceeds from an Asset Sale in respect of property or assets acquired after the Issue Date,
if the acquisition of such property or assets was financed with Excluded Contributions from
the Sponsor;




     (11) other Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (11) not to exceed (x) $40.0 million and
(y) 2.50% of Total Assets at the time made;




     (12) distributions or payments of Receivables Fees or any payments in connection with a
Factoring Program;




     (13) any Restricted Payment made as part of the Transaction (including payments made
after the Issue Date in respect of long-term incentive plans, tax gross-ups or in respect of
any employment agreement entered into with officers of the Company or any direct parent of
the Company), and the fees and expenses related thereto, or used to fund amounts owed to
Affiliates (including dividends to any direct or indirect parent of the Company to permit
payment by such parent of such amounts), in each case to the extent permitted by (or, in the
case of a dividend to fund such payment, to the extent such payment, if made by the Company,
would be permitted by) Section 4.11 hereof;




     (14) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness in accordance with the provisions similar to those described under
Section 4.10 and Section 4.14 hereof; provided that all Notes tendered in connection with a
Change of Control Offer or Asset Sale Offer, as applicable, have first been repurchased,
redeemed or acquired for value;




     (15) the declaration and payment of dividends by the Company to, or the making of loans
to, any direct or indirect parent company in amounts required for any direct or indirect
parent companies to pay, in each case, without duplication:



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     (a) franchise and excise taxes and other fees, taxes and expenses, in each case
to the extent required to maintain their corporate existence;




     (b) federal, state and local income taxes, to the extent such income taxes are
attributable to the income of the Company and its Restricted Subsidiaries and, to
the extent of the amount actually received from its Unrestricted Subsidiaries, in
amounts required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries; provided that in each case the amount of such payments in
any fiscal year does not exceed the amount that the Company and its Restricted
Subsidiaries would be required to pay in respect of federal, state and local taxes
for such fiscal year were the Company, its Restricted Subsidiaries and its
Unrestricted Subsidiaries (to the extent described above) to pay such taxes
separately from any such parent entity;




     (c) customary salary, bonus and other benefits payable to officers and
employees of any direct or indirect parent company of the Company to the extent such
salaries, bonuses and other benefits are attributable to the ownership or operation
of the Company and its Restricted Subsidiaries;




     (d) general corporate operating and overhead costs and expenses of any direct
or indirect parent company of the Company to the extent such costs and expenses are
attributable to the ownership or operation of the Company and its Restricted
Subsidiaries; and




     (e) fees and expenses related to any unsuccessful equity or debt offering of
such parent entity; and




     (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries
(other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash
Equivalents);


provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (7), (11) and (16) of this Section 4.07(b), no Default shall have occurred
and be continuing or would occur as a consequence thereof.




     (c) As of the Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries.
The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except
pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of
designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by
the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated shall be deemed to be Restricted Payments in an amount determined as set forth in the
last sentence of the definition of “Investments.” Such designation shall be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether pursuant to Section
4.07(a) hereof or under clauses (7), (10) or (11) of Section 4.07(b), or pursuant to the definition
of “Permitted Investment,” and if such Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.



     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 that are not Guarantors to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that
is not a Guarantor to:




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




     (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;




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



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


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





     (1) contractual encumbrances or restrictions in effect on the Issue Date, including
pursuant to the ABL Facility and the related documentation and Hedging Obligations and any
related documentation;




     (2) this Indenture, the Notes and the Guarantees thereof;




     (3) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on
the property so acquired;




     (4) applicable law or any applicable rule, regulation or order;




     (5) any agreement or other instrument of a Person acquired by the Company or any
Restricted Subsidiaries in existence at the time of such acquisition or at the time it
merges with or into the Company or any of its Restricted Subsidiaries or assumed in
connection with the acquisition of assets from such Person (but, in any such case, not
created in contemplation thereof), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its
Subsidiaries, or the property or assets of the Person and its Subsidiaries so acquired or
the property or assets so assumed;




     (6) contracts for the sale of assets, including customary restrictions with respect to
a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale
or disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary;




     (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09
hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets
securing such Indebtedness;




     (8) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business;




     (9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries
permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section
4.09 hereof;




     (10) customary provisions in joint venture agreements and other similar agreements or
arrangements relating solely to such joint venture;




     (11) customary provisions contained in leases, licenses or similar agreements,
including with respect to intellectual property and other agreements, in each case, entered
into in the ordinary course of business;




     (12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and
(3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b);
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Company, no more restrictive with respect to such encumbrance and other restrictions tak
en as a whole than those prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing; and



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     (13) restrictions created in connection with any Receivables Facility that, in the good
faith determination of the Company are necessary or advisable to effect the transactions
contemplated under such Receivables Facility.



     Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
Stock.



     (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise (collectively, “incur” and an “incurrence”) with
respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any
shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of
Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and subject to the last
proviso in this Section 4.09(a), any of its Restricted Subsidiaries may incur Indebtedness
(including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred
Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its
Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to
1.00, determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had
occurred at the beginning of such four-quarter period; provided further, that Restricted
Subsidiaries that are not Subsidiary Guarantors may not incur Indebtedness or issue Disqualified
Stock or Preferred Stock pursuant to this paragraph if, after giving pro forma effect to such
incurrence or issuance (including a pro forma application of the net proceeds therefrom), the
aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock of Restricted Subsidiaries
that are not Subsidiary Guarantors incurred or issued pursuant to this Section 4.09(a) would
exceed $50.0 million.



     (b) The provisions of Section 4.09(a) hereof shall not apply to:




     (1) the incurrence of Indebtedness pursuant to Credit Facilities by the Company or any
of its Restricted Subsidiaries and the issuance and creation of letters of credit and
bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being
deemed to have a principal amount equal to the face amount thereof), up to an aggregate
principal amount at any one time outstanding not to exceed the greater of (x) $75.0 million
and (y) the Borrowing Base;




     (2) the incurrence by the Company and any Subsidiary Guarantor of Indebtedness under
the Notes (including Guarantees thereof) (other than any Additional Notes) and any Exchange
Notes (including Guarantees thereof) issued in exchange for such Notes pursuant to a
Registration Rights Agreement;




     (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the
Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section
4.09(b));




     (4) Indebtedness (including Capitalized Lease Obligations) and Disqualified Stock
incurred or issued by the Company or any of its Restricted Subsidiaries, and Preferred Stock
issued by any of the Company’s Restricted Subsidiaries, to finance the purchase, lease or
improvement of property (real or personal) or equipment (other than software) that is used
or useful in a Similar Business, whether through the direct purchase of assets or the
Capital Stock of any Person owning such assets, in an aggregate principal amount at the date
of such incurrence (including all Refinancing Indebtedness Incurred to refinance any other
Indebtedness incurred pursuant to this Section 4.09(b)(4)) not to exceed the greater of (x)
$40.0 million and (y) 4.0% of Total Assets; provided, however, that such Indebtedness exists
at the date of such purchase or transaction or is created within 365 (for the avoidance of
doubt, the purchase date for any asset
shall be the later of the date of completion of installation and the beginning of the
full productive use of such asset) days thereafter (it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (4)
shall cease to be deemed incurred or outstanding for purposes



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of this Section 4.09(b)(4) but
shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first
date on which the Company or such Restricted Subsidiary could have incurred such
Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without
reliance on this Section 4.09(b)(4));




     (5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued in the
ordinary course of business, including letters of credit in respect of workers’ compensation
claims, or other Indebtedness with respect to reimbursement type obligations regarding
workers’ compensation claims; provided, however, that upon the drawing of such letters of
credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30
days following such drawing or incurrence;




     (6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or
any portion of such business, assets or a Subsidiary for the purpose of financing such
acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet
of the Company or any of its Restricted Subsidiaries (contingent obligations referred to in
a footnote to financial statements and not otherwise reflected on the balance sheet will not
be deemed to be reflected on such balance sheet for purposes of this Section 4.09(b)(6));




     (7) Indebtedness of the Company to a Restricted Subsidiary; provided that any such
Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be
deemed subordinated in right of payment to the Notes unless the terms of such Indebtedness
expressly provide otherwise (in which case such Indebtedness shall not be permitted by this
clause); provided, further, that any subsequent issuance or transfer of any Capital Stock or
any other event which results in the Restricted Subsidiary holding such Indebtedness ceasing
to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness
(except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to
be an incurrence of such Indebtedness not permitted by this clause;




     (8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted
Subsidiary; provided that if a Subsidiary Guarantor incurs such Indebtedness to a Restricted
Subsidiary that is not a Subsidiary Guarantor, such Indebtedness shall be deemed
subordinated in right of payment to the Guarantee of the Notes of such Subsidiary Guarantor
unless the terms of such Indebtedness expressly provide otherwise (in which case such
Indebtedness shall not be permitted by this clause); provided further that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any such
Indebtedness being held by a person other than the Company or a Restricted Subsidiary or any
subsequent transfer of any such Indebtedness (except to the Company or another Restricted
Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not
permitted by this clause;




     (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or
another Restricted Subsidiary, provided that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each
case, to be an issuance of such shares of Preferred Stock not permitted by this clause;




     (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative
purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness of
the Company or any Restricted Subsidiary permitted to be incurred pursuant to this Section
4.09, exchange rate risk or commodity pricing risk;




     (11) obligations in respect of performance, bid, appeal and surety bonds and completion
guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary
course of business;



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     (12) (a) Indebtedness or Disqualified Stock of the Company and Indebtedness,
Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary equal to
100.0% of the net cash proceeds received by the Company since immediately after the Issue
Date from the issue or sale of Equity Interests of the Company or cash contributed to the
capital of the Company (in each case, other than proceeds of Disqualified Stock, Designated
Preferred Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as
determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the
extent such net cash proceeds or cash have not been applied pursuant to such clauses to make
Restricted Payments or to make other Investments, payments or exchanges pursuant to Section
4.07(b) hereof or to make Permitted Investments specified in clauses (10), (12), (14), (16),
(17) or (18) of the definition thereof and (b) Indebtedness or Disqualified Stock of the
Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary
not otherwise permitted hereunder in an aggregate principal amount or liquidation
preference, which when aggregated with the principal amount and liquidation preference of
all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred
pursuant to this Section 4.09(b)(12)(b), does not at any one time outstanding exceed the
greater of (x) $75.0 million and (y) 5.0% of Total Assets (it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this Section
4.09(b)(12)(b) shall cease to be deemed incurred or outstanding for purposes of this Section
4.09(b)(12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) from and
after the first date on which the Company or such Restricted Subsidiary could have incurred
such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof
without reliance on this Section 4.09(b)(12)(b);




     (13) the incurrence or issuance by the Company or any Restricted Subsidiary of
Indebtedness or Disqualified Stock, and the issuance by any Restricted Subsidiary of
Preferred Stock, in each case which serves to refund, refinance, replace, renew, extend or
defease any Indebtedness, Disqualified Stock or Preferred Stock of the Company or any
Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary incurred as permitted
under Section 4.09(a) hereof and clauses (2), (3), (4) and (12)(a) of this Section 4.09(b),
this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified
Stock or Preferred Stock previously issued to so refund, refinance, replace, renew, extend
or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional
Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including
reasonable tender premiums), defeasance costs and fees in connection therewith (the
“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such
Refinancing Indebtedness:




     (A) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred which is not less than the remaining Weighted Average Life
to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being
refunded, refinanced, replaced, renewed, extended or defeased;




     (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness
subordinated to the Notes or any Guarantee thereof, such Refinancing Indebtedness is
subordinated to the Notes or the Guarantee at least to the same extent as the
Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred
Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock,
respectively, and




     (C) shall not include:




     (1) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary
of the Company that is not a Subsidiary Guarantor that refinances
Indebtedness or Disqualified Stock of the Company;




     (2) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary
of the Company that is not a Subsidiary Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary
Guarantor, or



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     (3) Indebtedness or Disqualified Stock of the Company or Indebtedness,
Disqualified Stock or Preferred Stock of a Restricted Subsidiary that
refinances Indebtedness, Disqualified Stock or Preferred Stock of an
Unrestricted Subsidiary;




provided, further, that subclause (A) of this clause (13) shall not apply to any refunding
or refinancing of any Secured Indebtedness.




     (14) (x) Indebtedness or Disqualified Stock of the Company and Indebtedness,
Disqualified Stock or Preferred Stock of a Restricted Subsidiary, incurred or issued to
finance an acquisition or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons
that are acquired by the Company or any Restricted Subsidiary or merged into the Company or
a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the
case of (x) and (y) after giving effect to such acquisition or merger, either (a) the
Company would 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) hereof, or (b) the Fixed
Charge Coverage Ratio of the Company and the Restricted Subsidiaries is greater than
immediately prior to such acquisition or merger; provided that the aggregate amount of
Indebtedness, Disqualified Stock and Preferred Stock of Restricted Subsidiaries that are not
Subsidiary Guarantors incurred or issued pursuant to this clause (14) shall not exceed $50.0
million;




     (15) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business, provided that such Indebtedness is extinguished within two Business Days of its
incurrence;




     (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a
letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess
of the stated amount of such letter of credit;




     (17) (A) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or
other obligations of any Restricted Subsidiary so long as the incurrence of such
Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture, or




     (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided
that such guarantee is incurred in accordance with Section 4.16 hereof;




     (18) Indebtedness of Foreign Subsidiaries of the Company in an amount not to exceed, at
any one time outstanding and together with any other Indebtedness incurred under this
Section 4.09(b)(18), the greater of (x) $50.0 million and (y) 8.0% of the total assets of
the Foreign Subsidiaries on a consolidated basis as shown on the Company’s most recent
balance sheet (it being understood that any Indebtedness incurred pursuant to this Section
4.09(b)(18) shall cease to be deemed incurred or outstanding for purposes of this Section
4.09(b)(18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and
after the first date on which the Company or its Restricted Subsidiaries could have incurred
such Indebtedness under Section 4.09(a) hereof without reliance on this Section 4.09(b)(18);




     (19) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of
(i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply
arrangements in each case, incurred in the ordinary course of business;




     (20) Indebtedness consisting of Indebtedness issued by the Company or any of its
Restricted Subsidiaries to current or former officers, directors and employees thereof,
their respective estates, spouses or former spouses, in each case to finance the purchase or
redemption of Equity Interests of the Company
or any direct or indirect parent company of the Company to the extent described in
clause (4) of Section 4.07(b) hereof;



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     (21) Indebtedness consisting of cash management services incurred in the ordinary
course of business;




     (22) customer deposits and advance payments received in the ordinary course of business
from customers for goods purchased in the ordinary course of business;




     (23) Indebtedness owed on a short-term basis of no longer than 30 days to banks and
other financial institutions incurred in the ordinary course of business of the Company and
its Restricted Subsidiaries with such banks or financial institutions that arises in
connection with ordinary banking arrangements to manage cash balances of the Company and its
Restricted Subsidiaries; and




     (24) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’
acceptances, discounted bills of exchange or the discounting or factoring of receivables or
payables for credit management purposes, in each case incurred or undertaken consistent with
past practice or in the ordinary course of business.



     (c) For purposes of determining compliance with this Section 4.09:




     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock
(or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) of
Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Company, in its sole discretion, may classify or reclassify such item of Indebtedness,
Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to
include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in
one of the above clauses or under Section 4.09(a) hereof; and




     (2) at the time of incurrence, the Company shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness described in Section
4.09(a) and Section 4.09(b) hereof; provided that all Indebtedness outstanding under the ABL
Facility on the Issue Date shall be treated as incurred on the Issue Date under clause (1)
of Section 4.09(b) hereof.



     Accrual of interest or dividends, the accretion of accreted value, the accretion or
amortization of original issue discount, the payment of interest in the form of additional
Indebtedness and the payment of dividends in the form of additional Disqualified Stock or Preferred
Stock, as applicable, will in each case not be deemed to be an incurrence of Indebtedness,
Disqualified Stock or Preferred Stock for purposes of this Section 4.09.



     For purposes of determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case
of revolving credit debt; provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable
U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed the principal amount of such Indebtedness being refinanced, plus the amount of any
reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees
and expenses incurred in connection with the issuance of such new Indebtedness.



     The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred
in a different currency from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing.




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     The Company shall not, and shall not permit any Subsidiary Guarantor to, directly or
indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior
in right of payment to any Indebtedness of the Company or such Subsidiary Guarantor, as the case
may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such
Subsidiary Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is
subordinated to other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be.



     Unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness
merely because it is unsecured. Senior Indebtedness shall not be treated as subordinated or junior
to any other Senior Indebtedness merely because it has a junior priority with respect to the same
collateral.



     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 sold or otherwise disposed of; and




     (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Company or such Restricted Subsidiary, as the case may be, is in
the form of cash or Cash Equivalents; provided that the following shall be deemed to be cash
for purposes of this provision and for no other purpose:




     (A) any liabilities (as reflected in the Company’s or such Restricted
Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred
or increased subsequent to the date of such balance sheet, such liabilities that
would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet
or in the footnotes thereto if such incurrence or increase had taken place on the
date of such balance sheet, as determined by the Company) of the Company or such
Restricted Subsidiary (other than liabilities that are by their terms subordinated
to the Notes) that are assumed by the transferee of any such assets pursuant to a
written agreement which releases or indemnifies the Company or such Restricted
Subsidiary from such liabilities;




     (B) any securities, notes or other similar obligations received by the Company
or 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) within
180 days following the closing of such Asset Sale; and




     (C) any Designated Non-cash Consideration received by the Company or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (C) that is at that time outstanding, not to exceed the greater of (i)
$30.0 million and (ii) 3.25% of Total Assets at the time of the receipt of such
Designated Non-cash Consideration, with the fair market value of each item of
Designated Non-cash Consideration being measured at the time received and without
giving effect to subsequent changes in value; and




     (3) to the extent that any assets received by the Company and its Restricted
Subsidiaries in such Asset Sale constitute securities or may be used or useful in a Similar
Business, such assets are concurrently with their acquisition added to the Notes Collateral
securing the Notes, other than Excluded Assets and subject to the limitations and exclusions
described in Section 10.01(b) hereof.



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     (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or
such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,




     (1) to permanently reduce Indebtedness as follows:




     (A) if the assets subject of such Asset Sale constitute Notes Collateral, to
permanently reduce the Tranche 2 Sub-Facility (and to correspondingly reduce
commitments with respect thereto) and/or to permanently reduce (or offer to reduce,
as applicable) Obligations under the Notes and under any other Additional Parity
Debt on a pro rata basis; provided that all reductions of (or offers to reduce)
Obligations under the Notes shall be made as provided under Section 3.07 hereof or
through open-market purchases (to the extent such purchases are at or above 100% of
the principal amount thereof plus accrued unpaid interest) or by making an offer (in
accordance with the procedures set forth under Section 4.10(c) hereof for an Asset
Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal
amount thereof, plus the amount of accrued but unpaid interest, if any, on the
amount of Notes that would otherwise be prepaid;




     (B) if the assets subject of such Asset Sale do not constitute Notes
Collateral, but constitute collateral for other Senior Indebtedness of the Company
or a Subsidiary Guarantor, which Lien is permitted by this Indenture, to permanently
reduce Obligations under such other Senior Indebtedness that is secured by a Lien,
which Lien is permitted by this Indenture, and to correspondingly reduce commitments
with respect thereto;




     (C) if the assets subject of such Asset Sale do not constitute Notes Collateral
or collateral for any Senior Indebtedness of the Company or a Subsidiary Guarantor,
to permanently reduce Obligations under other Senior Indebtedness of the Company or
a Subsidiary Guarantor (and to correspondingly reduce commitments with respect
thereto), provided that the Company shall equally and ratably reduce (or offer to
reduce, as applicable) Obligations under the Notes (and may elect to reduce
Additional Parity Debt) on a pro rata basis; provided, further, that all reductions
of Obligations under the Notes shall be made as provided under Section 3.07 hereof
or through open-market purchases (to the extent such purchases are at or above 100%
of the principal amount thereof plus accrued and unpaid interest) or by making an
offer (in accordance with the procedures set forth in Section 4.10(c) hereof) to all
Holders of Notes to purchase their Notes at 100% of the principal amount thereof,
plus the amount of accrued but unpaid interest, if any, on the amount of Notes that
would otherwise be prepaid; or




     (D) if the assets subject of such Asset Sale are the property or assets of a
Restricted Subsidiary that is not a Subsidiary Guarantor, to permanently reduce
Indebtedness of (i) a Restricted Subsidiary that is not a Subsidiary Guarantor,
other than Indebtedness owed to the Company or any Restricted Subsidiary, or (ii)
the Company or a Subsidiary Guarantor,




     (2) to make (A) an Investment in any one or more businesses; provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in
the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of
the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B)
capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used
or useful in a Similar Business; provided that the assets (including Capital Stock) acquired
with the Net Proceeds of a disposition of Collateral are pledged as Collateral to the extent
required under the Collateral Documents; or




     (3) to make an Investment in (A) any one or more businesses; provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in
the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of
the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B)
properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace
the businesses, properties and/or assets that are the subject of such Asset Sale;



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provided that the assets (including Capital Stock) acquired with the Net Proceeds of a
disposition of Collateral are pledged as Collateral to the extent required under the
Collateral Documents;


provided that, in the case of clauses (2) and (3) above, a binding commitment entered into not
later than such 450th day shall be treated as a permitted application of the Net Proceeds from the
date of such commitment so long as the Company, or such other Restricted Subsidiary enters into
such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy
such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event
any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds
are applied in connection therewith, the Company or such Restricted Subsidiary enters into another
Acceptable Commitment (the “Second Commitment”) within 180 days of such cancellation or
termination; provided, further, that (x) if any Second Commitment is later cancelled or terminated
for any reason before such Net Proceeds are applied or (y) such Net Proceeds are not actually so
invested or paid in accordance with clause (2) or (3) above by the end of such 180 day period, then
such Net Proceeds shall constitute Excess Proceeds.




     (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and
within the time period set forth in Section 4.10(b) hereof shall be deemed to constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall
make an offer to all Holders of the Notes and (x) in the case of Net Proceeds from an Asset Sale of
Notes Collateral, to the holders of any Additional Parity Debt to the extent required by the terms
thereof or (y) in the case of any other Net Proceeds, if required by the terms of any Indebtedness
that is pari passu with the Notes or any Guarantee (“Pari Passu Indebtedness”), to the holders of
such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of the Notes and such Additional Parity Debt or Pari Passu Indebtedness, as the case may be,
that, in the case of the Notes, is an integral multiple of $1,000 (but in minimum amounts of
$2,000) that may be purchased out of the Excess Proceeds at an offer price, in the case of the
Notes, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, to the date fixed for the closing of such offer, and in
the case of any Additional Parity Debt or Pari Passu Obligations at the offer price required by the
terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid
interest, if any, in accordance with the procedures set forth in this Indenture. The Company shall
commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the
date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms
of this Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations
with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to
such Net Proceeds prior to the expiration of the relevant 450 days or with respect to Excess
Proceeds of $25.0 million or less.



     To the extent that the aggregate amount of Notes and such Additional Parity Debt or Pari Passu
Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject
to other covenants contained in this Indenture. If the aggregate principal amount of Notes,
Additional Parity Debt or Pari Passu Indebtedness, as the case may be, surrendered by such holders
thereof exceeds the amount of Excess Proceeds, such Notes, Additional Parity Debt or Pari Passu
Indebtedness, as the case may be, will be purchased on a pro rata basis based on the accreted value
or principal amount of such Notes, such Additional Parity Debt or Pari Passu Indebtedness, as the
case may be, tendered (and the Trustee will select the tendered Notes of tendering holders on a pro
rata basis based on the amount of Notes tendered). Additionally, the Company may, at its option,
make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation or
expiration of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any Net
Proceeds not used to purchase Notes in such Asset Sale Offer shall not be deemed Excess Proceeds
and the Company may use any Net Proceeds not required to be used for general corporate purposes,
subject to other covenants contained in this Indenture; provided that any such remaining Net
Proceeds shall to the extent received in respect of Notes Collateral remain subject to the Lien of
the Security Documents.



     (d) Pending the final application of any Net Proceeds which do not represent the proceeds of
Notes Collateral pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net
Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or
otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.



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



     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 or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate
payments or consideration in excess of $10.0 million, unless:




     (1) such Affiliate Transaction is on terms that are not materially less favorable to
the Company or its relevant Restricted Subsidiary than those that would have been obtained
in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person on an arm’s-length basis; and




     (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate payments or consideration in
excess of $20.0 million, a resolution adopted by the majority of the Board of Directors of
the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).



     (b) The provisions of Section 4.11(a) hereof shall not apply to the following:




     (1) transactions between or among the Company or any of its Restricted Subsidiaries;




     (2) Restricted Payments permitted by Section 4.07 hereof and the definition of
“Permitted Investment”;




     (3) the payment of management, consulting, monitoring and advisory fees and related
expenses to the Investors pursuant to the Sponsor Management Agreement (plus any unpaid
management, consulting, monitoring and advisory fees and related expenses within such amount
accrued in any prior year) and the termination fees pursuant to the Sponsor Management
Agreement, in each case, pursuant to the terms of the Sponsor Management Agreement as in
effect on the Issue Date or pursuant to any amendment thereto (so long as any such amendment
is not disadvantageous to the Holders when taken as a whole as compared to the Sponsor
Management Agreement in effect on the Issue Date);




     (4) the payment of reasonable and customary fees paid to, and indemnities provided for
the benefit of, former, current or future officers, directors, employees or consultants of
the Company, any of its direct or indirect parent companies or any of its Restricted
Subsidiaries;




     (5) transactions in which the Company or any of its Restricted Subsidiaries, as the
case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating
that such transaction is fair to the Company or such Restricted Subsidiary from a financial
point of view or stating that such terms are not materially less favorable to the Company or
its relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person on an
arm’s-length basis;



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     (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long
as any such amendment is not disadvantageous to the Holders when taken as a whole as
compared to the applicable agreement as in effect on the Issue Date);




     (7) the existence of, or the performance by the Company or any of its Restricted
Subsidiaries of its obligations under the terms of, any stockholders agreement (including
any Registration Rights Agreement or purchase agreement related thereto) to which it is a
party as of the Issue Date and any similar agreements which it may enter into thereafter;
provided, however, that the existence of, or the performance by the Company or any of its
Restricted Subsidiaries of obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Issue Date shall only be
permitted by this clause (7) to the extent that the terms of any such amendment or new
agreement are not otherwise disadvantageous to the Holders when taken as a whole;




     (8) the Transaction and the payment of all fees and expenses related to the
Transaction;




     (9) transactions with customers, clients, suppliers or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture which are fair to the Company and its Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the Company or
the senior management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party;




     (10) the issuance of Equity Interests (other than Disqualified Stock) of the Company
to any Permitted Holder or to any director, officer, employee or consultant of the Company
or its direct or indirect parent entities or its Restricted Subsidiaries;




     (11) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility or Factoring Program;




     (12) payments by the Company or any of its Restricted Subsidiaries to any of the
Investors made for any financial advisory, financing, underwriting or placement services or
in respect of other investment banking activities, including, without limitation, in
connection with acquisitions or divestitures which payments are approved by a majority of
the Board of Directors of the Company in good faith;




     (13) payments or loans (or cancellation of loans) to employees or consultants of the
Company, any of its direct or indirect parent entities or any of its Restricted Subsidiaries
and employment agreements, stock option plans and other similar arrangements with such
employees or consultants which, in each case, are approved by the Company in good faith;




     (14) investments by any of the Investors in securities of the Company or any of its
Restricted Subsidiaries (and the payment of reasonable out-of-pocket expenses incurred by
the Investors in connection therewith) so long as (i) the investment is being offered
generally to other investors on the same or more favorable terms and (ii) the investment
constitutes less than 5.0% of the proposed or outstanding issue amount of such class of
securities;




     (15) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to
support the Indebtedness of such Unrestricted Subsidiary owed to such lenders; and




     (16) any transaction with a joint venture which would constitute an Affiliate
Transaction solely because the Company or its Restricted Subsidiary owns an equity interest
or otherwise controls such joint venture or similar entity.



     Section 4.12 Liens. The Company shall not, and shall not permit any Subsidiary Guarantor to, directly or
indirectly, create, incur, assume or otherwise cause or suffer to exist any Lien (except Permitted
Liens) that se
cures obligations under any Indebtedness or any related Guarantee of the Company or any
Subsidiary Guarantor



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(any such Lien, the “Initial Lien”), on any asset or property of the Company
or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to
receive income therefrom, except in the case of any asset or property that does not constitute
Collateral, any Initial Lien if the Notes are equally and ratably secured with (or on a senior
basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations
secured by such Initial Lien.




     Any Lien created for the benefit of the Holders of the Notes pursuant to the last clause of
the preceding paragraph shall provide by its terms that such Lien shall be automatically and
unconditionally released and discharged upon the release and discharge of the Initial Lien which
release and discharge in the case of any sale of any such asset or property shall not affect any
Lien that the Notes Collateral Agent may have on the proceeds from such sale.



     Section 4.13 Corporate Existence. Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its corporate existence, and
the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance
with the respective organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be
required to preserve any such right, license or franchise, or the corporate, partnership or other
existence of any of its Restricted Subsidiaries, if the Company in good faith shall determine that
the preservation thereof is no longer desirable in the conduct of the business of the Company and
its Restricted Subsidiaries, taken as a whole.



     Section 4.14 Offer to Repurchase Upon Change of Control.



     (a) If a Change of Control occurs, unless the Company has previously or concurrently delivered
or mailed a redemption notice with respect to all the outstanding Notes as described under Section
3.07 hereof, the Company shall make an offer to purchase all of the Notes pursuant to the offer
described below (the “Change of Control Offer”) at a price in cash (the “Change of Control
Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Interest, if any, to, but excluding, the date of purchase, subject to the right of
Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date. Within 30 days following any Change of Control, the Company shall deliver or mail
notice of such Change of Control Offer electronically or by first-class mail, with a copy to the
Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register or
otherwise in accordance with the procedures of DTC, with a copy to the Trustee, with the following
information:




     (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that
all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for
payment by the Company;




     (2) the purchase price and the purchase date, which shall be no earlier than 30 days
nor later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”), except in the case of a conditional Change of Control Offer made in advance of a
Change of Control as described in Section 4.14(d) below;




     (3) that any Note not properly tendered shall remain outstanding and continue to accrue
interest;




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




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer shall be required to surrender such Notes, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the
notice at the address specified in



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the notice prior to the close of business on the third Business Day preceding the
Change of Control Payment Date;




     (6) that Holders shall be entitled to withdraw their tendered Notes and their election
to require the Company to purchase such Notes; provided that the Paying Agent receives, not
later than the close of business on the expiration date of the Change of Control Offer, a
telegram, telex, facsimile transmission or letter setting forth the name of the Holder of
the Notes, the principal amount of Notes tendered for purchase, and a statement that such
Holder is withdrawing its tendered Notes and its election to have such Notes purchased;




     (7) that if the Company is repurchasing less than all of the Notes, the remaining Notes
shall be equal in principal amount to the unpurchased portion of the Notes surrendered. The
unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000
in excess thereof;




     (8) the other instructions, as determined by the Company, consistent with the covenant
described hereunder, that a Holder must follow; and




     (9) if such notice is mailed prior to the occurrence of a Change of Control, stating
that the Change of Control Offer is conditional upon the occurrence of such Change of
Control.




     The notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice. If (a) the notice is
mailed in a manner herein provided and (b) any Holder fails to receive such notice or a
Holder receives such notice but it is defective, such Holder’s failure to receive such
notice or such defect shall not affect the validity of the proceedings for the purchase of
the Notes as to all other Holders that properly received such notice without defect. 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 Notes pursuant to a Change of Control Offer.
To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations described in this
Indenture by virtue thereof.



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




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




     (2) deposit with the Paying Agent an amount equal to the aggregate 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 for cancellation the Notes so
accepted together with an Officer’s Certificate to the Trustee stating that such Notes or
portions thereof have been tendered to and purchased by the Company.



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



     (d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in
advance of a Change of Control, conditional upon such Change of Control; provided that the purchase
date shall be no earlier than 30 days from the date a notice of such Change of Control Offer is
mailed.



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     (e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this
Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.



     Section 4.15 Events of Loss.



     (a) Subject to the Collateral Documents, in the case of an Event of Loss with respect to any
Notes Collateral, the Company or the affected Restricted Subsidiary, as the case may be, shall
apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option
to:




     (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under the Notes
and any other Additional Parity Debt in accordance with Section 4.10(b)(1)(A) hereof;




     (2) rebuild, repair, replace or construct improvements to the affected property or
facility (or enter into a binding agreement to do so, provided that (x) such rebuilding,
repair, replacement or construction has been completed within the later of (i) 450 days
after the receipt of the Net Loss Proceeds and (ii) six months after the date of such
binding agreement and (y) if such rebuilding, repair, replacement or construction is not
consummated within the period set forth in subclause (x), the Net Loss Proceeds not so
applied will be deemed to be Excess Loss Proceeds (as defined below)); or




     (3) invest in assets and properties as described in Section 4.10(b)(2) and Section
4.10(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term
“Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the
term “Excess Proceeds.”



     (b) In the case of Section 4.15(a)(2) or Section 4.15(a)(3), any replacement assets or
property shall be pledged as Notes Collateral, in accordance with the Collateral Documents and
otherwise in compliance with the provisions in this Indenture governing After-Acquired Property.



     (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided
in Section 4.15(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount
of Excess Loss Proceeds exceeds $25.0 million, the Company shall make an offer (a “Loss Proceeds
Offer”) to all Holders and to any holders of Additional Parity Debt to the extent required by the
terms thereto to purchase the maximum principal amount of Notes and such Additional Parity Debt
that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if
any, to, but excluding, the date of purchase and in the case of any Additional Parity Debt at the
offer price required by the terms thereof but not to exceed 100% of the principal amount thereof,
plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or
expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not
otherwise prohibited by this Indenture; provided that any such remaining Net Loss Proceeds shall
remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the
Notes tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such
Notes and any Additional Parity Debt will be purchased on a pro rata basis based on the accreted
value or principal amount of such Notes and such Additional Parity Debt tendered (and the Trustee
shall select the tendered Notes of tendering holders on a pro rata basis based on the amount of
Notes tendered with such adjustments as may be necessary so that unpurchased Notes are in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Company may
satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by
making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the
relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or less.



     (d) 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 an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached their obligations described in this Indenture by virtue
thereof.



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     Section 4.16 Future Guarantees.



     (a) If (i) the Company or any of its Wholly-Owned Domestic Restricted Subsidiaries organizes
or acquires any Wholly-Owned Domestic Restricted Subsidiary (other than (x) any Receivables
Subsidiary, (y) any Captive Insurance Subsidiary and (z) a Wholly-Owned Domestic Restricted
Subsidiary if the book value of such Wholly-Owned Domestic Restricted Subsidiary’s total assets,
when taken together with the aggregate book value of the total assets of all other Wholly-Owned
Domestic Restricted Subsidiaries that are not Subsidiary Guarantors, as of the end of the Company’s
most recently ended fiscal quarter for which internal financial statements are available prior to
such date, does not exceed in the aggregate $10.0 million (“an Immaterial Domestic Subsidiary”)),
or transfers assets to or makes an Investment in an Immaterial Domestic Subsidiary such that it
ceases to be an Immaterial Domestic Subsidiary, then such Wholly-Owned Domestic Restricted
Subsidiary or (ii) any Wholly-Owned Subsidiary that is a Restricted Subsidiary (and any
non-Wholly-Owned Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Subsidiary
guarantees other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign
Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, guarantees the payment of any
Indebtedness of the Company or any other Subsidiary Guarantor then such Restricted Subsidiary, in
each case, shall:




     (1) within 30 days execute and deliver a supplemental indenture to this Indenture in
the form of Exhibit D attached hereto providing for a Guarantee by such Restricted
Subsidiary; and with respect to a guarantee of Indebtedness of the Company or any Subsidiary
Guarantor described in clause (ii) of Section 4.16(a):




     (i) if such Indebtedness is by its express terms subordinated in right of
payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by
such Restricted Subsidiary with respect to such Indebtedness shall be subordinated
in right of payment to such Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes or such Subsidiary Guarantor’s Guarantee;
and




     (ii) such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of 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
Guarantee; and




     (2) within 30 days execute and deliver a joinder agreement to the Collateral Documents
providing for a pledge of its assets as Collateral for the Notes to the same extent as set
forth in this Indenture and the Collateral Documents;


provided that clause (ii) of Section 4.16(a) shall not be applicable to any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was
not incurred in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary.




     (b) For purposes of clause (i) of Section 4.16(a), to the extent that the aggregate book value
of the total assets of the Company’s non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries
(excluding Receivables Subsidiary) as of the end of the Company’s most recently ended fiscal
quarter for which internal financial statements are available prior to the date of the applicable
organization, acquisition, transfer of assets to or investment in a non-Guarantor Wholly-Owned
Domestic Restricted Subsidiary, exceeds $10.0 million, then, within 30 days of such date, the
Company shall cause one or more of such non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries
to similarly execute a supplemental indenture providing for a Guarantee by such Restricted
Subsidiary or Subsidiaries and such additional and/or supplemental Collateral Documents such that
the collective book value of the total assets of all remaining non-Guarantor Wholly-Owned Domestic
Restricted Subsidiaries does not exceed $10.0 million.



     Section 4.17 Impairment of Security Interests. Subject to the rights of the holders of Permitted Liens,
the Company shall not, and shall not permit any of its Restricted Subsidiaries to take, or
knowingly or negligently omit to take, any action which action or omission would or could
reasonably be expected to have the result of materially



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impairing the security interest with
respect to the Collateral for the benefit of the Notes Collateral Agent, Trustee and Holders, except as otherwise permitted under this Indenture. Any release of the
Collateral in accordance with the provisions of this Indenture shall not be deemed to impair the
security hereunder, and any Person may rely on such provision in delivering a certificate
requesting release so long as all other provisions of this Indenture with respect to such release
have been complied with. The Company shall not amend, modify or supplement, or permit or consent to
any amendment, modification or supplement of, the Collateral Documents in any manner that would be
adverse to the Holders in any material respect, except as permitted under Article 9 or 10 hereof,
the Security Agreement, the Intercreditor Agreement or the Collateral Agency Agreement.




     Section 4.18 After-Acquired Property. Promptly following the acquisition by the Company or any Subsidiary
Guarantor of any After-Acquired Property (but subject to the limitations, if applicable, set forth
in Section 10.01 hereof or otherwise included in the Collateral Documents), the Company or such
Subsidiary Guarantor shall execute and deliver such mortgages, deeds of trust, security
instruments, financing statements and certificates and opinions of counsel, as shall be reasonably
necessary to vest in the Notes Collateral Agent a perfected security interest in such
After-Acquired Property and to have such After-Acquired Property added to the Notes Collateral or
the ABL Collateral, as applicable, and thereupon all provisions of this Indenture relating to the
Notes Collateral or the ABL Collateral, as applicable, shall be deemed to relate to such
After-Acquired Property to the same extent and with the same force and effect.



     Section 4.19 Further Assurances. The Company shall and shall cause each of its Subsidiary Guarantors (or
other Subsidiaries with respect to Capital Stock of such Subsidiaries that constitutes Notes
Collateral) to execute any and all further documents, financing statements, agreements and
instruments, and take all further action that may be required under applicable law, or that the
Trustee or Notes Collateral Agent may reasonably request, in each case at the sole expense of the
Company in order to grant, preserve, maintain, protect and perfect (and continue the perfection of)
the validity and priority of the security interests created or intended to be created by the
Collateral Documents in the Collateral, including, without limitation, by making all filings
(including filings of continuation statements and amendments to financing statements that may be
necessary to continue the effectiveness of such financing statements). In addition, from time to
time, the Company shall and shall cause each of its Subsidiary Guarantors (or other Subsidiaries
with respect to Capital Stock of such Subsidiaries that constitutes Notes Collateral) to reasonably
promptly secure the obligations under this Indenture and the Collateral Documents by pledging or
creating, or causing to be pledged or created, perfected security interests with respect to the
Collateral. Such security interests and Liens will be created under the Collateral Documents and
other security agreements, mortgages, deeds of trust and other instruments and documents in form
and substance as may be reasonably necessary to perfect such security interests and Liens.



     Section 4.20 Suspension of Certain Covenants.



     (a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from
both Rating Agencies, and (ii) no Default or Event of Default has occurred and is continuing under
this Indenture then, beginning on that day (the occurrence of the events described in the foregoing
clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) and
continuing until the occurrence of the Reversion Date, if any, the Company and the Restricted
Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof,
Section 4.10 hereof, Section 4.11 hereof, and clause (4) of Section 5.01(a) hereof (the “Suspended
Covenants”).



     (b) During any period that the foregoing covenants have been suspended, the Company may not
designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second clause of the
definition of “Unrestricted Subsidiary.”



     (c) In the event that the Company and its Restricted Subsidiaries are not subject to the
Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and
on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their
Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade
Rating, then the Company and its Restricted Subsidiaries shall thereafter again be subject to the
Suspended Covenants under this Indenture with respect to future events. The



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period of time between
the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period”. Upon the occurrence of a Covenant Suspension Event, the amount of Excess
Proceeds from Asset Sales shall be reset to zero.




     (d) During any Suspension Period, the Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, however, that the Company
or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if (i) the Company or
such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to
such Sale and Lease-Back Transaction pursuant to Section 4.12 without equally and ratably securing
the Notes pursuant to the covenant described under such covenant; and (ii) the consideration
received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at
least equal to the fair market value of the property sold and otherwise complies with Section 4.10;
provided, however, that the foregoing provisions shall cease to apply on and subsequent to the
Reversion Date following such Suspension Period.



     (e) During the Suspension Period, the Company and its Restricted Subsidiaries shall be
entitled to incur Liens to the extent provided for under Section 4.12 (including, without
limitation, Permitted Liens) to the extent provided for in such covenant and any Permitted Liens
which may refer to one or more Suspended Covenants shall be interpreted as though such applicable
Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for
purposes of Section 4.12 and for no other covenant).



     (f) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or
omitted to be taken by the Company or any of its Restricted Subsidiaries during the Suspension
Period shall give rise to a Default or Event of Default under this Indenture with respect to the
Notes; provided that (i) with respect to Restricted Payments made after such reinstatement, the
amount of Restricted Payments made shall be calculated as though Section 4.07 had been in effect
since the Issue Date and throughout the Suspension Period; and (ii) all Indebtedness incurred, or
Disqualified Stock issued, during the Suspension Period shall be classified to have been incurred
or issued pursuant to Section 4.09(b)(3).



     (g) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of
any such occurrence under this Section 4.20; provided that the Trustee shall have no duty to
monitor the occurrence or suspension of any Suspension Date or Revision Date and no duty to notify
the Holders of any such date.



ARTICLE 5




SUCCESSORS



     Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.



     (a) The Company may not, directly or indirectly, consolidate or merge with or into or wind up
into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of the Company’s properties or assets, in one or
more related transactions, to any Person unless:




     (1) the Company is the surviving entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made, is a corporation,
partnership (including a limited partnership), trust or limited liability company organized
or existing under the laws of the jurisdiction of organization of the Company or the laws of
the United States, any state thereof, the District of Columbia, or any territory thereof
(such Person, as the case may be, being herein called the “Successor Company”); provided
that in the case where the Successor Company is not a corporation, a co-obligor of the Notes
is a corporation;




     (2) the Successor Company, if other than the Company, expressly assumes all the
obligations of the Company under the Notes and the Collateral Documents, pursuant to
supplemental indentures or



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other documents or instruments, and the Registration Rights
Agreement if the exchange offer contemplated
therein has not been consummated or if the Company continues to have an obligation to
file or maintain the effectiveness of a shelf registration statement as provided under such
agreement;




     (3) immediately after such transaction, no Default exists;




     (4) immediately after giving pro forma effect to such transaction and any related
financing transactions, as if such transactions had occurred at the beginning of the
applicable four-quarter period,




     (A) the Company or the Successor Company, as applicable, would 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) hereof, or




     (B) the Fixed Charge Coverage Ratio for the Company (or, if applicable, the
Successor Company) and its Restricted Subsidiaries would be greater than such Ratio
for the Company and its Restricted Subsidiaries immediately prior to such
transaction;




     (5) each Subsidiary Guarantor, unless it is the other party to the transactions
described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations
under this Indenture, the Notes, the Collateral Documents and the Registration Rights
Agreement if the exchange offer contemplated therein has not been consummated or if the
Company continues to have an obligation to file or maintain the effectiveness of a shelf
registration statement as provided under such agreement;




     (6) the Company (or, if applicable, the Successor Company) shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with this
Indenture;




     (7) the Collateral transferred to the Successor Company will (a) continue to constitute
Collateral under this Indenture and the Collateral Documents with the same relative
priorities as existed immediately prior to such transaction, (b) be subject to the Lien in
favor of the Notes Collateral Agent for the benefit of the Secured Parties, and (c) not be
subject to any Lien, other than Liens permitted by the terms of this Indenture; and




     (8) to the extent that the assets of the Person which is merged or consolidated with or
into the Successor Company are assets of the type which would constitute Collateral under
the Collateral Documents, the Successor Company will take such actions as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the Collateral
Documents in the manner and to the extent required in this Indenture.



     (b) The Successor Company shall succeed to, and be substituted for the Company, as the case
may be, under this Indenture, the Guarantees, the Notes, the Collateral Documents and the
Registration Rights Agreement as applicable. Notwithstanding clauses (3) and (4) of Section
5.01(a) hereof,




     (1) any Restricted Subsidiary may consolidate with or merge into or transfer all or
part of its properties and assets to the Company or a Subsidiary Guarantor; and




     (2) the Company may merge with an Affiliate of the Company, as the case may be, solely
for the purpose of reincorporating the Company in the United States, any state thereof, the
District of Columbia or any territory thereof so long as the amount of Indebtedness of the
Company and its Restricted Subsidiaries is not increased thereby.



     (c) Subject to Section 11.06 hereof, no Subsidiary Guarantor shall, and the Company shall not
permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or
not such Subsidiary Guarantor



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is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless:





     (1) (A) such Guarantor is the surviving entity or the Person formed by or surviving
any such consolidation or merger (if other than such Guarantor) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made is a
corporation, partnership, trust or limited liability company organized or existing under the
laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws
of the United States, any state thereof, the District of Columbia, or any territory thereof
(such Guarantor or such Person, as the case may be, being herein called the “Successor
Person”);




     (B) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Indenture, such Guarantor’s related Guarantee and
the Collateral Documents pursuant to supplemental indentures or other documents or
instruments;




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




     (D) the Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indentures, if any, comply with this Indenture;




     (E) the Collateral transferred to the Successor Person shall (i) continue to constitute
Collateral under this Indenture and the Collateral Documents, (ii) be subject to the Lien in
favor of the Notes Collateral Agent for the benefit of the Secured Parties with the same
relative priorities as existed immediately prior to such transaction, and (c) not be subject
to any Lien, other than Liens permitted by the terms of this Indenture; and




     (F) to the extent that the assets of the Person which is merged or consolidated with or
into the Successor Person are assets of the type which would constitute Collateral under the
Collateral Documents, the Successor Person shall take such action as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the Collateral
Documents in the manner and to the extent required in this Indenture; or




     (2) the transaction is made in compliance with Section 4.10 hereof.



     (d) Subject to Section 11.06 hereof, the Successor Person shall succeed to, and be substituted
for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the
foregoing, any Subsidiary Guarantor may (i) merge into or transfer all or part of its properties
and assets to another Subsidiary Guarantor or the Company, (ii) merge with an Affiliate of the
Company solely for the purpose of reincorporating the Subsidiary Guarantor in the United States,
any state thereof, the District of Columbia or any territory thereof or (iii) convert into a
corporation, partnership, limited partnership, limited liability company or trust organized under
the laws of the jurisdiction of organization of such Subsidiary Guarantor, in each case without
regard to the requirements set forth in Section 5.01(c) hereof.



     Section 5.02 Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of the assets of the
Company or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such
consolidation or into or with which the Company or such Guarantor, as the case may be, is merged or
to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the
Company or such Guarantor, as the case may be, shall refer instead to the successor Person and not
to the Company or such Guarantor, as the case may be), and may exercise every right and power of
the Company or such Guarantor, as the case may be, under this Indenture with the same effect as if
such successor Person had been named as the Company or a Guarantor, as the case may be, herein;
provided that the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest and Additional Interest, if any, on the Notes except



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in the case of a sale, assignment, transfer, conveyance or other disposition of all of
the assets of the Company or such Guarantor, as the case may be, that meets the requirements of
Section 5.01 hereof.




ARTICLE 6




DEFAULTS AND REMEDIES



     Section 6.01 Events of Default.



     (a) An “Event of Default,” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):




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




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




     (3) failure by the Company or any Subsidiary Guarantor for 60 days after receipt of
written notice given by the Trustee or the Holders of not less than 25% of the aggregate
principal amount of the then outstanding Notes to comply with any of its other obligations,
covenants or agreements (other than a default referred to in clauses (1) and (2) above)
contained in this Indenture, the Notes or the Collateral Documents;




     (4) default under any mortgage, indenture or instrument under which there is issued or
by which there is 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, other than Indebtedness owed to the Company or a
Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after
the issuance of the Notes, if both:



     (a) such default either results from the failure to pay any principal of such
Indebtedness at its stated final maturity (after giving effect to any applicable
grace periods) or relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its stated final maturity and results in the
holder or holders of such Indebtedness causing such Indebtedness to become due prior
to its stated maturity; and



     (b)
the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
stated final maturity (after giving effect to any applicable grace periods), or the
maturity of which has been so accelerated, aggregate $25.0 million or more at any
one time outstanding;




     (5) failure by the Company or any Significant Subsidiary to pay final judgments
aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged
and unstayed for a period of more than 60 days after such judgment becomes final, and in the
event such judgment is covered by insurance, an enforcement proceeding has been commenced by
any creditor upon such judgment or decree which is not promptly stayed;




     (6) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




          (i) commences proceedings to be adjudicated bankrupt or insolvent;



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          (ii) consents to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy Law;




          (iii) consents to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator or other similar official of it or for all or substantially all of its
property;




          (iv) makes a general assignment for the benefit of its creditors; or




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




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




          (i) is for relief against the Company or any Significant Subsidiary, in a
proceeding in which the Company or any Significant Subsidiary is to be adjudicated
bankrupt or insolvent;




          (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Significant Subsidiary, or for all or
substantially all of the property of the Company or any Significant Subsidiary; or




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




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




     (8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in
full force and effect or be declared null and void or any responsible officer of any
Subsidiary Guarantor that is a Significant Subsidiary, as the case may be, denies in writing
that it has any further liability under its Guarantee or gives notice to such effect, other
than by reason of the termination of this Indenture or the release of any such Guarantee in
accordance with this Indenture; or




     (9) any of the Collateral Documents ceases to be in full force and effect, or any of
the Collateral Documents ceases to give the Holders of the Notes the Liens purported to be
created thereby, or any of the Collateral Documents is declared null and void or the Company
or any Restricted Subsidiary denies in writing that it has any further liability under any
Collateral Document or gives written notice to such effect (in each case, other than in
accordance with the terms of this Indenture or the terms of the Collateral Documents);
provided that if a failure of the sort described in this clause (9) is susceptible of cure,
no Event of Default shall arise under this clause (9) with respect thereto until 30 days
after notice of such failure shall have been given to the Company by the Trustee or the
Holders of not less than 25% of the aggregate principal amount of the then outstanding
Notes.



     Section 6.02 Acceleration. If any Event of Default (other than of a type specified in clause (6) or (7) of
Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders
of not less than 25.0% of the aggregate principal amount of all then outstanding Notes may declare
the principal, premium, if any, interest and any other monetary obligations on all the then
outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration,
such principal of and premium, if any, and interest shall be due and payable immediately.



     Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or
(7) of Section 6.01(a) hereof, all outstanding Notes shall become due and payable without further
action or notice. The Trustee may withhold from the Holders notice of any continuing Default,
except a Default relating to the payment of principal,
premium, if any, or interest, if it determines that withholding notice is in their
interest. In addition, the Trustee



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shall have no obligation to accelerate the Notes if in the
judgment of the Trustee acceleration is not in the interest of the Holders.




     In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such
Event of Default and all consequences thereof (excluding any resulting payment default, other than
as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically
and without any action by the Trustee or the Holders, if within 20 days after such Event of Default
arose:




     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been
discharged; or




     (2) holders thereof have rescinded or waived the acceleration, notice or action (as the
case may be) giving rise to such Event of Default; or




     (3) the default that is the basis for such Event of Default has been cured.



     Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and interest on the Notes or
to enforce the performance of any provision of the Notes or this Indenture.



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



     In addition to the right of acceleration set forth in Section 6.02 hereof, if an Event of
Default occurs and is continuing under this Indenture, the Trustee or the Notes Collateral Agent,
as applicable, shall, subject to the provisions contained in the Intercreditor Agreement and the
Collateral Agency Agreement, have the right to exercise remedies with respect to the Collateral
such as foreclosure, as are available under this Indenture, the Collateral Documents and at law.



     Section 6.04 Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of all the Holders waive any
existing Default and its consequences hereunder or the Collateral Documents (except a continuing
Default in the payment of the principal of, premium, if any, or interest on, any Note held by a
non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences
(provided such rescission would not conflict with any judgment of a court of competent
jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.



     Section 6.05 Control by Majority. Subject to the other provisions of this Article 6 and restrictions
contained in the Intercreditor Agreement and the Collateral Agency Agreement, Holders of a majority
in principal amount of the then total outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder of a Note or that would involve the Trustee in personal liability and
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
such direction. In case an Event of Default shall occur (which shall not be cured), the Trustee
shall be required, in the exercise of its power, to use the degree of care of a prudent person in
the conduct of its own affairs under the circumstances. Notwithstanding any provision to the
contrary in this Indenture, the Trustee is under no obligation to exercise any of its rights or
powers under this Indenture unless the Trustee shall have received indemnity, security or
pre-funding to its satisfaction, against any loss, liability or expense.



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     Section 6.06 Limitation on Suits. Subject to Section 6.07 hereof, no Holder of a Note may pursue any
remedy with respect to this Indenture or the Notes unless, subject to the provisions of the
Intercreditor Agreement and the Collateral Agency Agreement:




     (1) such Holder has previously given the Trustee written notice that an Event of
Default is continuing;




     (2) Holders of at least 25.0% in the aggregate principal amount of all then total
outstanding Notes have requested the Trustee to pursue the remedy;




     (3) the Holders have offered the Trustee and the Trustee shall have received, if
requested, reasonable security, indemnity or pre-funding to it against any loss, liability
or expense;




     (4) the Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security, indemnity or pre-funding; and




     (5) Holders of a majority in principal amount of all then total outstanding Notes have
not given the Trustee a direction inconsistent with such request within such 60-day period.



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



     Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture,
the Intercreditor Agreement or the Collateral Agency Agreement, the right of any Holder to receive
payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note,
on or after the respective due dates expressed in the Note (including in connection with an Asset
Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the consent of such
Holder.



     Section 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2)
hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of principal of, premium,
if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents, advisors and counsel.



     Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such proceedings, the
Company, the Trustee and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding has been instituted.



     Section 6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     Section 6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any
Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by



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this Article 6 or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.




     Section 6.12 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, advisors and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes including the Guarantors),
its creditors or its property and shall be entitled and empowered to participate as a member in any
official committee of creditors appointed in such matter and to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents, advisors 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 6.13 Priorities. If the Trustee collects any money or property pursuant to this Article 6, it
shall pay out the money or property in the following order:




     (i) to the Trustee, firstly and the Notes Collateral Agent secondly, their respective
agents, advisors and attorneys for amounts due to them under Section 7.07 hereof, including
payment of all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the Notes Collateral Agent and the costs and expenses of collection;




     (ii) subject to the terms of the Intercreditor Agreement, to Holders for amounts due
and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and
interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Notes for principal, premium, if any, and Additional Interest, if any,
and interest, respectively; and




     (iii) to the Company or to such party as a court of competent jurisdiction shall direct
including a Guarantor, if applicable.


The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.13.




     Section 6.14 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 6.14
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.



ARTICLE 7




TRUSTEE



     Section 7.01 Duties of Trustee.



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     (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 person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



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




     (i) 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 (it being agreed that the permissive right of the
Trustee to take actions enumerated in this Indenture shall not be construed as a duty); and




     (ii) 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, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture (but need not investigate the accuracy of mathematical calculations or
other facts stated therein).



     (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:




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




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




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



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



     (e) The Trustee shall be under no obligation to exercise any of its rights or powers under
this Indenture at the request or direction of any of the Holders unless the Holders have offered to
the Trustee and the Trustee shall have received, if requested, indemnity, pre-funding or security
satisfactory to it against any loss, liability or expense.



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



     Section 7.02 Rights of Trustee.



     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation,
it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of the Company and
shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.



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



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



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



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



     (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or indemnity satisfactory to it against such
risk or liability is not assured to it.



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



     (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.



     (j) In the event the Company is required to pay Additional Interest, the Company shall provide
written notice to the Trustee of the Company’s obligation to pay Additional Interest no later than
15 days prior to the next applicable Interest Payment Date, which notice shall set forth the amount
of the Additional Interest to be paid by the Company. The Trustee shall not at any time be under
any duty or responsibility to any Holders to determine whether the Additional Interest is payable
and the amount thereof.



     (k) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in principal amount of the Notes at the time
outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney, at the expense of the Company and
shall incur no liability of any kind by reason of such inquiry or investigation.



     (l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person
authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.



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     (m) The Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics;
riots; loss or malfunction of utilities, computer (hardware or software) or communication services;
strikes or similar labor disputes; and acts of civil or military authorities and governmental
action.



     (n) The Trustee shall have no duty to inquire as to the performance of the Company with
respect to the covenants contained in Article Four or to make any calculation in connection
therewith or in connection with any redemption of the Notes. In addition, except as otherwise
expressly provided herein or in the Collateral Documents, the Trustee shall have no obligation to
monitor or verify compliance by the Company or any Guarantor with any other obligation or covenant
under this Indenture or the Collateral Documents.



     (o) Except as otherwise expressly provided herein or in the Collateral Documents or as
required by applicable law, the Trustee shall have no duty (i) to cause the maintenance of any
insurance, (ii) with respect to the payment or discharge of any tax, charge or Lien levied against
any part of the Collateral, or (iii) with respect to the filing or refiling of any Collateral
Document.



     (p) Except as otherwise expressly provided herein or in the Collateral Documents, the Trustee
shall be under no obligation to the Holders to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, statements made in, or conditions of any of the
Collateral or Collateral Documents or to inspect the property (including the books and records) of
the Company.



     (q) The Trustee shall not be responsible for the existence, genuineness or value of any of the
Collateral or for the validity, perfection, priority or enforceability of the Liens upon any of the
Collateral, whether impaired by operation of law or by reason of any action or omission to act on
its part.



     Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to 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, the Collateral, the Collateral Documents or the
Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any
money paid to the Company or upon the Company’s direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any Paying Agent other
than the Trustee, and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the Notes or pursuant
to this Indenture other than its certificate of authentication.



     Section 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders a notice of the Default within 90 days after it occurs. Except
in the case of a Default relating to the payment of principal, premium, if any, or interest on any
Note, the Trustee may withhold from
the Holders notice of any continuing Default if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of the Holders.



     Section 7.06
Reports by Trustee to Holders. Within 60 days after each January 15, beginning with the
January 15 following the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with
Section 313(a) of the Trust Indenture Act (but if no event described in Section 313(a) of the Trust
Indenture Act has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with Section 313(b) of the Trust Indenture Act. The
Trustee shall also transmit by mail all reports as required by Section 313(c) of the Trust
Indenture Act.



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



     Section 7.07 Compensation and Indemnity.



     For the purposes of this Section 7.07, the Trustee and the Notes Collateral Agent are referred
to collectively as the “Indemnified Parties,” and each as an “Indemnified Party.” The Company and
the Guarantors, jointly and severally, shall pay to each Indemnified Party from time to time such
compensation (with respect to the Trustee, for its acceptance of this Indenture and services
hereunder, and with respect to the Notes Collateral Agent, for its acceptance of the Collateral
Agency Agreement and Intercreditor Agreement and services thereunder) as the parties shall agree in
writing from time to time. Neither Indemnified Party’s compensation shall be limited by any law on
compensation of a trustee of an express trust. The Company and the Guarantors, jointly and
severally, shall reimburse each Indemnified Party promptly upon request for all reasonable
disbursements, advances and expenses (including costs of collection) incurred or made by it in
addition to the compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of each Indemnified Party’s agents, advisors and counsel.



     The Company and the Guarantors, jointly and severally, shall indemnify each Indemnified Party
for, and hold each Indemnified Party harmless against, any and all loss, damage, claims, liability
or expense (including attorneys’ fees) incurred by it in connection with the acceptance or
administration of this trust and the Indenture (in the case of the Trustee) and the performance of
its duties hereunder or under the Collateral Documents (including the costs and expenses of
enforcing this Indenture or the Collateral Documents against the Company or any of the Guarantors
(including this Section 7.07) or defending itself against any claim whether asserted by any Holder,
the Company, any Guarantor or any holder of Additional Parity Debt, or liability, in each case, in
connection with the acceptance, exercise or performance of any of its powers or duties hereunder or
under the Collateral Documents). Each Indemnified Party shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by such Indemnified Party to so notify the Company
shall not relieve the Company and Guarantors of their obligations hereunder. The Company shall
defend the claim and such Indemnified Party may have separate counsel and the Company shall pay the
fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against
any loss, liability or expense incurred by such Indemnified Party through such Indemnified Party’s
own willful misconduct or gross negligence.



     The obligations of the Company and Guarantors under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture or the earlier resignation or removal of the
Indemnified Parties.



     Notwithstanding anything to the contrary in Section 4.12 hereof, to secure the payment
obligations of the Company and the Guarantors in this Section 7.07, the Indemnified Parties shall
have a Lien prior to the Notes on all money or property held or collected by the Indemnified
Parties, except that held in trust to pay principal and interest on particular Notes. Such Lien
shall survive the satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Indemnified Parties.



     When an Indemnified Party incurs expenses or renders services after an Event of Default
specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents, advisors and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.



     Each Indemnified Party shall comply with the provisions of Section 313(b)(2) of the Trust
Indenture Act to the extent applicable.



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



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remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:





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




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




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




     (d) the Trustee becomes incapable of acting.



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



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



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



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. 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.



     Section 7.09 Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.



     Section 7.10 Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a
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 $50,000,000
as set forth in its most recent published annual report of condition.



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



     Section 7.11 Preferential Collection of Claims Against Company. The Trustee is subject to Section 311(a)
of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a)
of the Trust Indenture Act to the extent indicated therein.



     Section 7.12 Intercreditor Agreement, Collateral Agency Agreement, Security Agreement and Other Collateral
Documents.



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     The Trustee is hereby directed and authorized by the Holders to execute and deliver, or cause
the Notes Collateral Agent to execute and deliver, the Intercreditor Agreement, the Collateral
Agency Agreement, the Security Agreement and any other Collateral Documents to the extent it is
named as a party therein. Whether or not so expressly stated therein, in entering into, or taking
(or forbearing from) any action under or pursuant to, the Intercreditor Agreement, the Collateral
Agency Agreement, the Security Agreement or any other Collateral Documents, the Trustee and the
Notes Collateral Agent each shall have all of the rights, immunities, indemnities and other
protections granted to it under this Indenture (in addition to those that may be granted to it
under the terms of such other agreement or agreements). Each Holder, by its acceptance of a Note,
hereby authorizes the Notes Collateral Agent to execute and deliver the Intercreditor Agreement and
the Collateral Agency Agreement for the benefit of the Holders and agrees to be bound by all of the
provisions of the Intercreditor Agreement and the Collateral Agency Agreement. In addition, each
Holder acknowledges and agrees that the Notes Collateral Agent has entered into the Intercreditor
Agreement, the Collateral Agency Agreement, the Security Agreement and other Collateral Documents
for the benefit of the Holders and agrees to be bound by all of the provisions thereof.



ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



     Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at its option and
at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes and
all obligations of the Guarantors with respect to the Guarantees upon compliance with the
conditions set forth below in this Article 8.



     Section 8.02 Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged
from their obligations with respect to all outstanding Notes and related Guarantees on the date the
conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company and the Guarantors 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 clauses (a) and (b) below, and to have satisfied all their other obligations under
such Notes, this Indenture including that of the Guarantors, and the Collateral Documents (and the
Trustee, on demand of and at the expense of the Company, shall execute reasonable instruments
prepared by the Company acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder:




     (a) the rights of Holders to receive payments in respect of the principal of, premium,
if any, and interest on the Notes when such payments are due solely out of the trust created
pursuant to this Indenture referred to in Section 8.04 hereof;




     (b) the Company’s Obligations with respect to Notes concerning issuing temporary Notes,
registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance
of an office or agency for payment and money for security payments held in trust;




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




     (d) this Section 8.02.


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




     Section 8.03 Covenant Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from their obligations under the
covenants contained in Sections



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4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14,
4.15, 4.16, 4.17, 4.18 and 4.19 hereof, clauses (4) and (5) of Section 5.01(a), Section 5.01(c) and
Section 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions
set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees,
the Company and the Guarantors 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 and the Guarantees 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 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), and 6.01(a)(6) (solely
with respect to Restricted Subsidiaries that are Significant Subsidiaries), Section 6.01(a)(7)
(solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), Sections
6.01(a)(8) and 6.01(a)(9) hereof shall not constitute Events of Default.




     Section 8.04 Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the
application of either Section 8.02 or 8.03 hereof to the outstanding Notes:



     In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the 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, Government Securities, or a combination
thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium, if any, and
interest due on the Notes on the stated maturity date or on the Redemption Date, as the case
may be, of such principal, premium, if any, or interest on such Notes and the Company must
specify whether such Notes are being defeased to maturity or to a particular Redemption
Date;




     (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, subject to
customary assumptions and exclusions,




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




     (b) since the issuance of the Notes, there has been a change in the applicable
U.S. federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, subject to customary assumptions and exclusions, the Holders of the Notes shall not
recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a
result of such Legal Defeasance and shall be subject to U.S. 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, subject to
customary assumptions and exclusions, the Holders of the Notes shall not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance
and shall be subject to such 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;



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     (4) no Default (other than that resulting from borrowing funds to be applied to make
the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar
and simultaneous deposit relating to other Indebtedness and, in each case, the granting of
Liens in connection therewith) shall have occurred and be continuing on the date of such
deposit;




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, the ABL Facility, or any other material
agreement or instrument (other than this Indenture) to which the Company or any Guarantor is
a party or by which the Company or any Guarantor is bound (other than that resulting with
respect to any Indebtedness being defeased from any borrowing of funds to be applied to make
the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar
and simultaneous deposit relating to such Indebtedness, and the granting of Liens in
connection therewith);




     (6) the Company shall have delivered to the Trustee an Officer’s Certificate stating
that the deposit was not made by the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or any Guarantor or others; and




     (7) the Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance, as the case may be, have been complied with.



     Section 8.05 Deposited Money and Government Securities to be Held in Trust; other Miscellaneous Provisions.
Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes
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 a
Subsidiary 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.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or 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.



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



     Section 8.06 Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium and Additional Interest, if
any, or interest on any Note and remaining unclaimed for two years after such principal, and
premium and 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.



     Section 8.07 Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or
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,



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then the Company’s and the Guarantors’ obligations under this
Indenture and the Notes and the Guarantees 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 that, if the Company makes any payment of principal of, premium and Additional
Interest, if any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from
the money held by the Trustee or Paying Agent.




ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER



     Section 9.01 Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Company, the Guarantors
and the Trustee (and to the extent applicable, the Collateral Agent) may amend or supplement this
Indenture, the Collateral Documents and any Guarantee or Notes without the consent of any Holder:




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




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




     (3) to comply with Section 5.01 hereof;




     (4) to provide for the assumption of the Company’s or any Guarantor’s obligations to
the Holders;




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




     (6) to add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Company or any Guarantor;




     (7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;




     (8) to evidence and provide for the acceptance and appointment under this Indenture of
a successor Trustee hereunder pursuant to the requirements hereof;




     (9) to provide for the issuance of Exchange Notes or private Exchange Notes, which are
identical to Exchange Notes except that they are not freely transferable;




     (10) to provide for the issuance of Additional Notes in accordance with this Indenture
and to secure Additional Note Obligations, if any;




     (11) to add a Guarantor under this Indenture or to release a Guarantor in accordance
with the terms of this Indenture;




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




     (13) to make any amendment to the provisions of this Indenture relating to the transfer
and legending of Notes as permitted by this Indenture, including, without limitation, to
facilitate the issuance and administration of the Notes; provided, however, that (i)
compliance with this Indenture as so amended



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would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (ii) such amendment
does not materially and adversely affect the rights of Holders to transfer the Notes;




     (14) to provide for the succession of any parties to the Collateral Documents (and
other amendments that are administrative or ministerial in nature) in connection with an
amendment, renewal, extension, substitution, refinancing, restructuring, replacement,
supplementing or other modification from time to time of the ABL Facility or any other
agreement that is not prohibited by this Indenture;




     (15) to provide for the release or addition of Collateral or Guarantees in accordance
with the terms of this Indenture and the Collateral Documents;




     (16) to provide for the issuance of the Notes in a manner consistent with the terms of
this Indenture;




     (17) to provide for the succession of the Trustee as collateral agent under this
Indenture and the Collateral Documents; or




     (18) to secure any Additional Parity Debt to the extent permitted by this Indenture..



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amendment or supplement, and upon receipt by the Trustee of
the documents described in Section 13.04 hereof, the Trustee and the Notes Collateral Agent shall
join with the Company and the Guarantors in the execution of any amendment or supplement 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 and the Notes Collateral Agent shall
not be obligated to enter into such amendment or supplement that affects its own rights, duties,
liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no
Opinion of Counsel shall be required in connection with the addition of a Guarantor under this
Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture
to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an
Officer’s Certificate.



     Section 9.02 With Consent of Holders. Except as provided below in this Section 9.02 and subject to the
provisions of the Intercreditor Agreement and the Collateral Agency Agreement, the Company and the
Trustee (and the Notes Collateral Agent to the extent a party to the applicable documents) may
amend or supplement this Indenture, the Notes, the Guarantees and the Collateral Documents with the
consent of the Holders of at least a majority in aggregate principal amount of the Notes then
outstanding including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium and Additional Interest, if any, or
interest on the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes, the Guarantees or the
Collateral Documents may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including consents obtained in connection with a
purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09
hereof shall determine which Notes are considered to be “outstanding” for the purposes of this
Section 9.02.



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amendment or supplement, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon
receipt by the Trustee of the documents described in Section 13.04 hereof, the Trustee (and the
Notes Collateral Agent to the extent a party to the applicable document) shall join with the
Company in the execution of such amendment or supplement unless such amendment or supplement
affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or
otherwise, in which case the Trustee and Notes Collateral Agent may in their discretion, but shall
not be obligated to, enter into such amendment or supplement.



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



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall deliver electronically or mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to deliver
electronically or 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.



     Without the consent of each affected Holder, 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 such Notes whose Holders must consent to an
amendment, supplement or waiver;




     (2) reduce the principal of or change the fixed final maturity of any such Note or
alter or waive the provisions with respect to the redemption of such Notes (for the
avoidance of doubt, the provisions relating to Section 3.09 hereof, Section 4.10 hereof,
Section 4.14 hereof and Section 4.15 hereof are not redemptions of the Notes);




     (3) reduce the rate of or change the time for payment of interest on any Note (other
than with respect to Additional Interest);




     (4) (A) waive a Default in the payment of principal of or premium, if any, or interest
on the Notes, except a rescission of acceleration of the Notes by the Holders of a majority
in aggregate principal amount of all then outstanding Notes and a waiver of the payment
default that resulted from such acceleration, or (B) waive a Default in respect of a
covenant or provision contained in this Indenture or any Guarantee which cannot be amended
or modified without the consent of all Holders;




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




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




     (7) make any change in these amendment and waiver provisions;




     (8) impair the right of any Holder to receive payment of principal of, premium, if any,
or interest on such Holder’s Notes on or after the due dates therefor or to institute suit
for the enforcement of any payment on or with respect to such Holder’s Notes or the
Guarantees;




     (9) make any change to or modify the ranking of the Notes that would adversely affect
the Holders; or




     (10) except as expressly permitted by this Indenture, modify the Guarantees of any
Significant Subsidiary in any manner adverse to the Holders of the Notes.



     In addition, without the consent of the Holders of at least 66 2/3% in principal amount of
Notes then outstanding, no amendment, supplement or waiver may (1) modify any Collateral Document
or the provisions in this Indenture dealing with the Collateral or the Collateral Documents that
would have the impact of releasing all or substantially all of the Collateral from the Liens of the
Collateral Documents (except as permitted by the terms of this Indenture and the Collateral
Documents) or change or alter the priority of the security interests in the Collateral, (2) make
any change in any Collateral Document or the provisions of this Indenture dealing with the
Collateral or the Collateral Documents or the application of proceeds of the Collateral that would
adversely affect the Holders in any



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material respect or (3) modify the Intercreditor Agreement in
any manner adverse to the Holders in any material respect other than in accordance with the terms
of this Indenture and the Collateral Documents.




     Section 9.03 Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the
Notes shall be set forth in an amended or supplemental indenture that complies with the Trust
Indenture Act 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. Once an amendment, supplement or waiver becomes effective in accordance with
its terms and the terms hereof, it thereafter binds every subsequent Holder.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether
or not such Persons continue to be Holders after such record date. No such consent shall be valid
or effective for more than 120 days after such record date unless the consent of the requisite
number of Holders has been obtained.



     Section 9.05 Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for
all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate
new Notes that reflect the amendment, supplement or waiver.



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



     Section 9.06 Trustee to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an
amendment, supplement or waiver until the Board of Directors approves it. In executing any
amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section
7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by
Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amendment, supplement or waiver is authorized or permitted by this Indenture
and that such amendment, supplement or waiver is the legal, valid and binding obligation of the
Company and any Guarantors party thereto, enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof (including Section 9.03
hereof). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to
execute any amendment or supplement adding a new Guarantor under this Indenture.



     Section 9.07 Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture, the Notes or the Collateral Documents unless such
consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree
to amend in the time frame set forth in solicitation documents relating to such consent, waiver or
agreement.




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ARTICLE 10




COLLATERAL DOCUMENTS



     Section 10.01 Collateral and Collateral Documents.



     (a) The due and punctual payment of the principal of and interest (including Additional
Interest, if any) on the Notes when and as the same shall be due and payable, whether on an
Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and
interest on the overdue principal of and interest (including Additional Interest, if any) on the
Notes and performance of all other Obligations of the Company and the Guarantors to the Holders,
the Trustee or the Notes Collateral Agent under this Indenture, the Notes and the Collateral
Documents, according to the terms hereunder or thereunder, shall be secured as provided in the
Collateral Documents, which define the terms of the Liens that secure the Notes and such other
Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Company
hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for its
benefits and the benefit of the Trustee and the Holders, in each case pursuant to the terms of the
Collateral Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the
Collateral Documents (including the provisions providing for the possession, use, release and
foreclosure of Collateral) as the same may be in effect or may be amended from time to time in
accordance with their terms and this Indenture, and authorizes and directs the Notes Collateral
Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights
thereunder in accordance therewith; provided, however, that if any of the provisions of the
Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the
Trust Indenture Act, the Trust Indenture Act shall control. The Company shall deliver to the Notes
Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or
cause to be done all such acts and things as may be reasonably required by the next sentence of
this Section 10.01, to assure and confirm to the Notes Collateral Agent the security interest in
the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time
to time constituted, so as to render the same available for the security and benefit of this
Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.



     (b) Notwithstanding the foregoing,




     (1) the Capital Stock and other securities of a Subsidiary of the Company that are
owned by the Company or any Guarantor shall constitute Notes Collateral only to the extent
that such Capital Stock and other securities can secure the Notes and Additional Parity Debt
without Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) (or any other
law, rule or regulation) requiring separate financial statements of such Subsidiary to be
filed with the SEC (or any other governmental agency);




     (2) in the event that Rule 3-16 requires or is amended, modified or interpreted by the
SEC to require (or is replaced with another rule or regulation, or any other law, rule or
regulation is adopted, which would require) the filing with the SEC (or any other
governmental agency) of separate financial statements of any Subsidiary of the Company due
to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes and
Additional Parity Debt, then the Capital Stock and other securities of such Subsidiary shall
automatically be deemed not to be part of the Notes Collateral (but only to the extent
necessary to not be subject to such requirement) and in such event, the Collateral Documents
may be amended or modified, without the consent of any Holder or a holder of Additional
Parity Debt, to the extent necessary to release the security interests in the shares of
Capital Stock and other securities that are so deemed to no longer constitute part of the
Notes Collateral; and




     (3) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to
permit (or is replaced with another rule or regulation, or any other law, rule or regulation
is adopted, which would permit) such Subsidiary’s Capital Stock and other securities to
secure the Notes and Additional Parity Debt in excess of the amount then pledged without the
filing with the SEC (or any other governmental agency) of separate financial statements of
such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall
automatically be deemed to be a part of the Notes Collateral (but only to the extent
necessary to not be subject to any such financial statement requirements). In such event,
the Collateral Documents



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may be amended or modified, without the consent of any Holder or holders of Additional
Parity Debt, to the extent necessary to subject to the Liens under the Collateral Documents
such additional Capital Stock and other securities.



     Section 10.02 Recordings and Opinions. The Company shall comply with the provisions of § 314(b) of the
Trust Indenture Act following qualification of this Indenture pursuant to the Trust Indenture Act,
except to the extent not required as set forth in any SEC regulation or interpretation (including
any no-action letter issued by the Staff of the SEC, whether issued to the Company or any other
Person), subject to the requirements of the Trust Indenture Act. Following such qualification, to
the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to
Trust Indenture Act Section 314(b)(2), the Company shall furnish such opinion as required by such
Section.



     Section 10.03 Release of Collateral.



     (a) Subject to Sections 10.03(b) and 10.04 hereof, Collateral may be released from the Lien
and security interest created by the Collateral Documents at any time or from time to time in
accordance with the provisions of the Collateral Documents or as provided hereby. The Company and
the Guarantors shall be entitled to a release of property and other assets included in the
Collateral from the Liens securing the Notes, and the Trustee (subject to its receipt of an
Officer’s Certificate and Opinion of Counsel as provided below) shall release, or instruct the
Notes Collateral Agent to release, as applicable, the same from such Liens at the Company’s sole
cost and expense, under one or more of the following circumstances:




     (1) to enable the Company or any Guarantor to sell, exchange or otherwise dispose of
any of the Collateral (other than any such disposition to the Company or a Guarantor) to the
extent not prohibited under Section 4.10 hereof;




     (2) in the case of a Guarantor that is released from its Guarantee with respect to all
of the Notes, the release of the property and assets of such Guarantor;




     (3) pursuant to an amendment or waiver in accordance with Article 9 hereof;




     (4) if all of the Notes have been defeased pursuant to Article 8 hereof or satisfied
and discharged pursuant to Article 12 hereof; or




     (5) upon payment in full of the principal of, together with accrued and unpaid interest
(including Additional Interest, if any) on, all of the Notes and all other Obligations
related thereto under this Indenture, the Guarantees and the Collateral Documents with
respect thereto, that are due and payable at or prior to the time such principal, together
with accrued and unpaid interest (including Additional Interest, if any) are paid.



     (b) Upon receipt of an Officer’s Certificate and an Opinion of Counsel certifying that all
conditions precedent under this Indenture and the Collateral Documents (and Section 314(d) of the
Trust Indenture Act), if any, to such release have been met and any necessary or proper instruments
of termination, satisfaction or release prepared by the Company, the Trustee shall, or shall cause
the Notes Collateral Agent, to execute, deliver or acknowledge (at the Company’s expense) such
instruments or releases to evidence the release of any Collateral permitted to be released pursuant
to this Indenture or the Collateral Documents. Neither the Trustee nor the Notes Collateral Agent
shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s
Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral
Document to the contrary, the Trustee and Notes Collateral Agent shall not be under any obligation
to release any such Lien and security interest, or execute and deliver any such instrument of
release, satisfaction or termination, unless and until it receives such Officer’s Certificate and
Opinion of Counsel.



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     Section 10.04 Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements.



     (a) To the extent applicable, the Company shall cause § 313(b) of the Trust Indenture Act,
relating to reports, and § 314(d) of the Trust Indenture Act, relating to the release of property
or securities subject to the Lien of the Collateral Documents, to be complied with.



     (b) Any release of Collateral permitted by Section 10.03 hereof shall be deemed not to impair
the Liens under this Indenture and the Collateral Documents in contravention thereof. Any
certificate or opinion required by § 314(d) of the Trust Indenture Act may be made by an officer or
legal counsel, as applicable, of the Company except in cases where § 314(d) of the Trust Indenture
Act requires that such certificate or opinion be made by an independent Person, which Person shall
be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the
Trustee.



     (c) Notwithstanding anything to the contrary in this Section 10.04, the Company shall not be
required to comply with all or any portion of § 314(d) of the Trust Indenture Act if it determines,
in good faith based on the written advice of counsel, a copy of which written advice shall be
provided to the Trustee, that under the terms of § 314(d) of the Trust Indenture Act or any
interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no
action” letters or exemptive orders, all or any portion of § 314(d) of the Trust Indenture Act is
inapplicable to any release or series of releases of Collateral.



     Section 10.05 Certificates of the Trustee. In the event that the Company wishes to release Collateral in
accordance with this Indenture, the Collateral Documents, the Intercreditor Agreement and the
Collateral Agency Agreement and the Company has delivered the certificates and documents required
by the Collateral Documents and Section 10.03 hereof, if § 314(d) of the Trust Indenture Act is
applicable to such releases (the applicability of which shall be established to the reasonable
satisfaction of the Trustee pursuant to Section 10.04 hereof or otherwise), the Trustee shall
determine whether it has received all documentation required by § 314(d) of the Trust Indenture Act
in connection with such release (which determination may be based upon the Opinion of Counsel
hereafter described) and, based on an Opinion of Counsel pursuant to Section 13.04 hereof, shall
deliver a certificate to the Notes Collateral Agent setting forth such determination. The Trustee,
however, shall have no duty to confirm the legality, genuineness, accuracy, contents or validity of
such documents (or any signature appearing therein), its sole duty being to certify its receipt of
such documents which, on their face (and assuming that they are what they purport to be), conform
to § 314(d) of the Trust Indenture Act.



     Section 10.06 Suits To Protect the Collateral. Subject to the provisions of Article 7 hereof, the
Intercreditor Agreement and the Collateral Agency Agreement the Trustee in its sole discretion and
without the consent of the Holders, on behalf of the Holders, may direct the Notes Collateral Agent
to take all actions it deems necessary or appropriate in order to:




     (1) enforce any of the terms of the Collateral Documents; and




     (2) collect and receive any and all amounts payable in respect of the Obligations
hereunder.



     Subject to the provisions of the Collateral Documents, the Trustee shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts which may be unlawful or in violation of any of the
Collateral Documents or this Indenture, and such suits and proceedings as the Trustee, in its sole
discretion, may deem expedient to preserve or protect its interests and the interests of the
Holders in the Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the Lien on the Collateral or be
prejudicial to the interests of the Holders or the Trustee). Nothing in this Section 10.06 shall
be considered to impose any such duty or obligation to act on the part of the Trustee.



     Section 10.07 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Subject to
the provisions of the Intercreditor Agreement and the Collateral Agency Agreement, the Trustee is
authorized



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to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and
to make further distributions of such funds to the Holders according to the provisions of this
Indenture.




     Section 10.08 Purchaser Protected. In no event shall any purchaser in good faith of any property purported
to be released hereunder be bound to ascertain the authority of the Notes Collateral Agent or the
Trustee to execute the release or to inquire as to the satisfaction of any conditions required by
the provisions hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor shall any purchaser or other
transferee of any property or rights permitted by this Article 10 to be sold be under any
obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to
make any such sale or other transfer.



     Section 10.09 Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession
of a receiver or trustee, lawfully appointed, the powers conferred in this Article 10 upon the
Company or a Guarantor with respect to the release, sale or other disposition of such property may
be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee
shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any
officer or officers thereof required by the provisions of this Article 13; and if the Trustee shall
be in the possession of the Collateral under any provision of this Indenture, then such powers may
be exercised by the Trustee.



     Section 10.10 Release Upon Termination of the Company’s Obligations. In the event that the Company delivers
to the Trustee, in form and substance reasonably acceptable to it, an Officer’s Certificate
certifying that (i) payment in full of the principal of, together with accrued and unpaid interest
(including Additional Interest, if any) on, all of the Notes and all other Obligations under this
Indenture, the Guarantees and the Collateral Documents, that are due and payable at or prior to the
time such principal, together with accrued and unpaid interest (including Additional Interest, if
any), are paid or (ii) the Company shall have exercised its legal defeasance option or its covenant
defeasance option, in compliance with the provisions of Article 8, or its satisfaction and
discharge option, in compliance with the provisions of Article 12 hereof, in each case with respect
to all of the Notes, the Trustee shall deliver to the Company and the Notes Collateral Agent a
notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all
rights it has in or to the Collateral (other than its rights under Section 7.07 and with respect to
funds held by the Trustee pursuant to Article 8 and Article 12), and any rights it has under the
Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes
Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and
upon request of and at the expense of the Company shall execute any release documents prepared by
the Company and do or cause to be done all other acts reasonably necessary to release such Lien.



     Section 10.11 Notes Collateral Agent.



     (a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and
appoints the Notes Collateral Agent as its agent under this Indenture and the Collateral Documents
and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes
the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture
and the Collateral Documents and to exercise such powers and perform such duties as are expressly
delegated to the Notes Collateral Agent by the terms of this Indenture and the Collateral
Documents, together with such powers as are reasonably incidental thereto. The provisions of this
Section 10.11 are solely for the benefit of the Notes Collateral Agent and none of the Trustee, any
of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of
the provisions contained herein other than as expressly provided in Section 10.03. Notwithstanding
any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents,
the Notes Collateral Agent shall not have any duties or responsibilities hereunder nor shall the
Notes Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any
Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist
against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the
use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between independent
contracting parties.



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Except as expressly otherwise provided in this Indenture, the Notes Collateral Agent shall
have and may use its sole discretion with respect to exercising or refraining from exercising any
discretionary rights or taking or refraining from taking any actions which the Notes Collateral
Agent is expressly entitled to take or assert under this Indenture, and the Collateral Documents,
including the exercise of remedies pursuant to Article 6, and any action so taken or not taken
shall be deemed consented to by the Trustee and the Holders.




     (b) None of the Notes Collateral Agent or any of its respective Affiliates shall (i) be liable
for any action taken or omitted to be taken by any of them under or in connection with this
Indenture or the transactions contemplated hereby (except for its own gross negligence or willful
misconduct) or under or in connection with any Collateral Document or the transactions contemplated
thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any
manner to any of the Trustee or any Holder for any recital, statement, representation, warranty,
covenant or agreement made by the Company or any Grantor or Affiliate of any Grantor, or any
officer or Related Person thereof, contained in this or any Indenture, or in any certificate,
report, statement or other document referred to or provided for in, or received by the Notes
Collateral Agent under or in connection with, this or any other Indenture or the Collateral
Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or
any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other
party to this Indenture or the Collateral Documents to perform its obligations hereunder or
thereunder. None of the Notes Collateral Agent or any of its respective Affiliates shall be under
any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this or any other Indenture or
the Collateral Documents or to inspect the properties, books, or records of any Grantor or any
Grantor’s Affiliates.



     (c) The Notes Collateral Agent and its Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting, or other business with the Company, any
Guarantor and their Affiliates as though it was not the Notes Collateral Agent hereunder and
without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that,
pursuant to such activities, the Notes Collateral Agent or its Affiliates may receive information
regarding any Grantor or its respective Affiliates (including information that may be subject to
confidentiality obligations in favor of, any such Grantor or such Affiliate) and acknowledge that
the Notes Collateral Agent shall not be under any obligation to provide such information to the
Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the
Notes Collateral Agent to advance funds.



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



     (e) The Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct
the Notes Collateral Agent to, unless specifically requested to do so by a majority of the Holders,
take or cause to be taken any action to enforce its rights under this Indenture or against any
Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien
on, or otherwise enforce any security interest in, any of the Collateral.



     If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or
otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising
under, or relating to, this Indenture, except for any such proceeds or payments received by the
Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments
from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant
to Article 6, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind,
and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent.



     (f) The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting the
Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial
Code can be perfected only by possession. Should the Trustee obtain possession of any such
Collateral, upon request from the Company, the Trustee shall notify the Notes Collateral Agent
thereof, and, promptly upon the Notes Collateral Agent’s request therefor shall deliver such
Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with
the Notes Collateral Agent’s instructions.



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     (g) The Notes Collateral Agent shall have no obligation whatsoever to the Trustee or any of
the Holders to assure that the Collateral exists or is owned by any Grantor or is cared for,
protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been
properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are
entitled to any particular priority, or to determine whether all or the Company or any Guarantor’s
property constituting collateral intended to be subject to the Lien and security interest of the
Collateral Documents has been properly and completely listed or delivered, as the case may be, or
the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at
all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue
exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral
Agent pursuant to this Indenture or any Collateral Document, it being understood and agreed that in
respect of the Collateral, or any act, omission, or event related thereto, the Notes Collateral
Agent may act in any manner it may deem appropriate, in its sole discretion given the Notes
Collateral Agent’s own interest in the Collateral and that the Notes Collateral Agent shall have no
other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.



     (h) No provision of this Indenture or any Collateral Document shall require the Notes
Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or thereunder or to take or omit to
take any action hereunder or thereunder or take any action at the request or direction of Holders
(or the Trustee in the case of the Notes Collateral Agent) if it shall have reasonable grounds for
believing that repayment of such funds is not assured to it.



     (i) The Notes Collateral Agent (i) shall not be liable for any action it takes or omits to
take in good faith which it reasonably believes to be authorized or within its rights or powers, or
for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Notes Collateral Agent was grossly negligent in ascertaining the pertinent facts, (ii) shall not be
liable for interest on any money received by it except as the Notes Collateral Agent may agree in
writing with the Company (and money held in trust by the Notes Collateral Agent need not be
segregated from other funds except to the extent required by law), (iii) the Notes Collateral Agent
may consult with counsel of its selection and the advice or opinion of such counsel as to matters
of law shall be full and complete authorization and protection from liability in respect of any
action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion
of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent shall not
be construed to impose duties to act.



     (j) Neither the Notes Collateral Agent nor the Trustee shall be liable for delays or failures
in performance resulting from acts beyond its control. Such acts shall include but not be limited
to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations
superimposed after the fact, fire, communication line failures, computer viruses, power failures,
earthquakes or other disasters. Neither the Notes Collateral Agent nor the Trustee shall be liable
for any indirect, special or consequential damages (included but not limited to lost profits)
whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of
action.



     Section 10.12 Designations. Except as provided in the next sentence, for purposes of the provisions hereof
and the Intercreditor Agreement requiring the Company to designate Indebtedness for the purposes of
the term “ABL Lenders Debt” or any other such designations hereunder or under the Intercreditor
Agreement and the Collateral Agency Agreement, any such designation shall be sufficient if the
relevant designation is set forth in writing, signed on behalf of the Company by an Officer and
delivered to the Trustee, the Notes Collateral Agent and the ABL Agent. For all purposes hereof
the Intercreditor Agreement and the Collateral Agency Agreement, the Company hereby designates the
Obligations pursuant to the ABL Facility as “ABL Lenders Debt.”



ARTICLE 11




GUARANTEES



     Section 11.01 Guarantee. Subject to this Article 11, from and after the Issue Date, each of the Guarantors
hereby, jointly and severally, fully and unconditionally, guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of
the Company hereunder or thereunder, that: (a) the principal



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of, any premium or interest on, or Additional Interest in respect of the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment
when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.




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



     Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section
11.01.



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



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



     Each Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation, reorganization, should the Company
become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Company’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees,
whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment
or performance had not been made. In the event that any payment or any part thereof, is rescinded,
reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.



     In case any provision of any Guarantee 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.



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     The Guarantee issued by any Guarantor shall be a general senior secured obligation of such
Guarantor and shall be pari passu in right of payment with all existing and future Senior
Indebtedness of such Guarantor, if any, and senior in right of payment to all existing and future
Subordinated Indebtedness of such Guarantor.



     Each payment to be made by a Guarantor in respect of its Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.



     Section 11.02 Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor shall be limited to the maximum amount as shall, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are relevant under
such laws and after giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each
Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all
guaranteed obligations under this Indenture to a contribution from each other Guarantor in an
amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net
assets of all the Guarantors at the time of such payment determined in accordance with GAAP.



     Section 11.03 Execution and Delivery. To evidence its Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its
President, one of its Vice Presidents or one of its Assistant Vice Presidents.



     Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain
in full force and effect notwithstanding the absence of the endorsement of any notation of such
Guarantee on the Notes.



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



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



     If required by Section 4.16 hereof, the Company shall cause any newly created or acquired
Restricted Subsidiary that is not a Guarantor to comply with the provisions of Sections 4.16 hereof
and this Article 11, to the extent applicable.



     Section 11.04 Subrogation. Each Guarantor shall be subrogated to all rights of Holders against the Company
in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof;
provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such right of
subrogation until all amounts then due and payable by the Company under this Indenture or the Notes
shall have been paid in full.



     Section 11.05 Benefits Acknowledged. Each Guarantor acknowledges that it shall receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that the guarantee and
waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.



     Section 11.06 Release of Guarantees by Subsidiary Guarantors. A Guarantee by a Subsidiary Guarantor shall
be automatically and unconditionally released and discharged, and no further action by such
Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary
Guarantor’s Guarantee, upon:



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     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock
of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a
Restricted Subsidiary, if such sale, exchange or transfer is made in compliance with the
applicable provisions of this Indenture;




     (B) the release or discharge of the guarantee by such Subsidiary Guarantor of the
Indebtedness that resulted in the creation of such Guarantee, except a discharge or release
by or as a result of payment under such guarantee;




     (C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor
as an Unrestricted Subsidiary in accordance with Section 4.07 hereof and the definition of
“Unrestricted Subsidiary” in Section 1.01 hereof; or




     (D) the Company exercising its Legal Defeasance option or Covenant Defeasance option
with respect to the Notes in accordance with Article 8 hereof or the Company’s obligations
under this Indenture being discharged with respect to the Notes in accordance with the terms
of this Indenture; and




     (2) such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for in this
Indenture relating to such transaction have been complied with.



ARTICLE 12




SATISFACTION AND DISCHARGE



     Section 12.01 Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of
further effect as to all Notes, when:




     (1) either




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




     (b) all Notes not theretofore delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or
otherwise, shall become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of
the Company, and the Company or any Guarantor has irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in
such amounts as shall be sufficient without consideration of any reinvestment of
interest to pay and discharge the entire indebtedness on the Notes not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption;




     (2) no Default (other than that resulting from borrowing funds to be applied to make
such deposit or any similar and simultaneous deposit relating to other Indebtedness and the
granting of Liens in connection therewith) with respect to this Indenture or the Notes shall
have occurred and be continuing on the date of such deposit or shall occur as a result of
such deposit and such deposit shall not result in a breach or violation of, or constitute a
default under the ABL Facility, or any other material agreement or instrument (other than
this Indenture) to which the Company or any Guarantor is a party or by which the Company or
any Guarantor is bound (other than resulting from any borrowing of funds to be applied to
make such deposit and any similar deposit relating to other Indebtedness and the granting of
Liens in connection therewith);



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     (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 to apply the
deposited money toward the payment of the Notes at maturity or the Redemption Date, as the
case may be.



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



     Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the
provisions of Section 7.07, Section 12.02 and Section 8.06 hereof shall survive such satisfaction
and discharge.



     Section 12.02 Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and premium and
Additional Interest, if any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the extent required by
law.



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



ARTICLE 13




MISCELLANEOUS



     Section 13.01 Trust Indenture Act Controls. Subject to Section 13.16 hereof, if any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust
Indenture Act, the imposed duties shall control.



     Section 13.02 Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the
others is duly given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), fax or overnight air courier guaranteeing next
day delivery, to the others’ address:


If to the Company and/or any Guarantor:



Polymer Group, Inc.

9335 Harris Corners Parkway, Suite 300

Charlotte, North Carolina 28269

Attention: General Counsel

Facsimile No.: (704) 697-5122



If to the Trustee:



Wilmington Trust Company

Rodney Square North





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1100 North Market Street

Wilmington, DE 19890

Fax No: 302-636-4145

Attention: Corporate Client Series — Polymer Group, Inc.




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



     All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,
if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery; provided that any notice or communication delivered to the
Trustee shall be deemed effective upon actual receipt thereof.



     Any notice or communication to a Holder shall be delivered electronically in accordance with
DTC’s applicable procedures or 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 Section 313(c) of the Trust Indenture Act, to the extent required by the Trust
Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.



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



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



     Section 13.03 Communication by Holders with Other Holders. Holders may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Holders with respect to their rights under this
Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of Section 312(c) of the Trust Indenture Act.



     Section 13.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the
Company or any of the Guarantors to the Trustee to take any action under this Indenture, the
Company or such Guarantor, as the case may be, shall furnish to the Trustee:




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




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



     Section 13.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.04 hereof or Section 314(a)(4) of the Trust Indenture Act) shall
comply with the provisions of Section 314(e) of the Trust Indenture Act and shall include:




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



-107-









 






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




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with (and, in the case of an
Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of
fact); and




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



     Section 13.06 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.



     Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders. No director,
officer, employee, incorporator or stockholder of the Company or any Guarantor or any of their
parent companies shall have any liability for any obligations of the Company or the Guarantors
under the Notes, the Guarantees, this Indenture or the Collateral Documents or for any claim based
on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting
the Notes waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



     Section 13.08 Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 13.09 Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



     Section 13.10 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations under this Indenture arising out of or caused by,
directly or indirectly, forces beyond its reasonable control, including without limitation strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.



     Section 13.11 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret
any other indenture, loan or debt agreement of the Company or its Restricted Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.



     Section 13.12 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 their successors. All
agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise
provided in Section 11.06.



     Section 13.13 Severability. In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



     Section 13.14 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.



-108-









 





     Section 13.15 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.



     Section 13.16 Qualification of Indenture. The Company and the Guarantors shall qualify this Indenture under
the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights
Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses
for the Company, the Guarantors and the Trustee) incurred in connection therewith, including, but
not limited to, costs and expenses of qualification of this Indenture and the Notes and printing
this Indenture and the Notes. The Trustee shall be entitled to receive from the Company and the
Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may
reasonably request in connection with any such qualification of this Indenture under the Trust
Indenture Act. The Trust Indenture Act shall not apply to this Indenture prior to such
qualification, and all references herein to compliance with the Trust Indenture Act refer to such
compliance following any such qualification.



     The Company has elected to exclude the provisions of Section 315(d)(3) and 316(a)(1) of the
Trust Indenture Act from this Indenture. Following the qualification of this Indenture under the
Trust Indenture Act, to the extent any Term Loans remain outstanding at that time, and to the
extent any of the voting provisions set forth in Articles 6 and 9 hereof are deemed by any court or
governmental authority to be inconsistent with the Trust Indenture Act, any action under this
Indenture that requires the vote or participation of the holders of the then outstanding Term Loans
shall be taken without the participation of the holders of the Term Loans.



     Section 13.17 Intercreditor Agreement and Collateral Agency Agreement Govern.



     Reference is made to the Intercreditor Agreement. Each Holder, by its acceptance of a Note,
(a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees
that it will be bound by and will take no actions contrary to the provisions of the Intercreditor
Agreement and (c) authorizes and instructs the Notes Collateral Agent to enter into the
Intercreditor Agreement as “Notes Collateral Agent,” and on behalf of such Holder. The foregoing
provisions are intended as an inducement to the lenders under the ABL Facility to extend credit and
such lenders are intended third party beneficiaries of such provisions and the provisions of the
Intercreditor Agreement.



     Reference is made to the Collateral Agency Agreement. Each Holder, by its acceptance of a
Note, (a) consents to the terms of the Collateral Agency Agreement, including the priority of
payment provisions provided for in the Collateral Agency Agreement, (b) agrees that it will be
bound by and will take no actions contrary to the provisions of the Collateral Agency Agreement and
(c) authorizes and instructs the Notes Collateral Agent to enter into the Collateral Agency
Agreement as “Notes Collateral Agent,” and on behalf of such Holder.



[Signatures on following page]








-109-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	POLYMER GROUP, INC.

 	 
	 	By:  	

/s/ Daniel L. Rikard
 	 
	 	 	Name:  	Daniel L. Rikard 	 
	 	 	Title:  	Senior Vice President, General Counsel
and Secretary 	 
	 
	 	PGI POLYMER, INC.

 	 
	 	By:  	/s/ Daniel L. Rikard
 	 
	 	 	Name:  	Daniel L. Rikard 	 
	 	 	Title:  	Secretary 	 
	 
	 	CHICOPEE, INC.

 	 
	 	By:  	/s/ Daniel L. Rikard
 	 
	 	 	Name:  	Daniel L. Rikard 	 
	 	 	Title:  	Secretary 	 
	 
	 	FABRENE, L.L.C.

 	 
	 	By:  	/s/ Daniel L. Rikard
 	 
	 	 	Name:  	Daniel L. Rikard 	 
	 	 	Title:  	Secretary 	 
	 
	 	DOMINION TEXTILE (USA), L.L.C.

 	 
	 	By:  	/s/ Daniel L. Rikard
 	 
	 	 	Name:  	Daniel L. Rikard 	 
	 	 	Title:  	Secretary 	 
	 



[Signature Page to Indenture]






 









 








	 	 	 	 	 
	 	PGI EUROPE, INC.

 	 
	 	By:  	/s/ Daniel L. Rikard
 	 
	 	 	Name:  	Daniel L. Rikard 	 
	 	 	Title:  	Secretary 	 
	 



[Signature Page to Indenture]





 









 








	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Trustee and 

Collateral
Agent

 	 
	 	By:  	/s/ Joshua C. Jones
 	 
	 	 	Name:  	Joshua C. Jones 	 
	 	 	Title:  	Financial Services Officer 	 
	 



[Signature Page to Indenture]







 









 








EXHIBIT A




[Face of Senior Secured Note]



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



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



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







A-1









 








CUSIP:

ISIN:




[RULE 144A] [REGULATION S] [GLOBAL] NOTE

representing

7.75% Senior Secured Note due 2019



No.



Polymer Group, Inc., a Delaware corporation, promises to pay to               or registered
assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note
attached hereto] [of            United States Dollars] on February 1, 2019.



Interest Payment Dates: February 1 and August 1, commencing on August 1, 2011



Record Dates: January 15 and July 15







A-2









 









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


Dated:




	 	 	 	 	 
	 	POLYMER GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-3









 






	 	 	 	 	 




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


Dated:




	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-4












 





[Back of Note]

7.75% Senior Secured Note due 2019




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



     (1) Interest. Polymer Group, Inc., a Delaware corporation, promises to pay interest on the
principal amount of this Note at 7.75% per annum from January 28, 20111 until maturity
and to pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement
referred to below. The Company shall pay interest and Additional Interest, if any, semi-annually
in arrears on February 1 and August 1 of each year beginning August 1, 2011, or, if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on this Note shall accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from and including January 28, 20111. 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 the interest rate borne by
this Note 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,
if any (without regard to any applicable grace periods) from time to time on demand at the interest
rate borne by this Note to the extent lawful. Interest shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.



     (2) Method of Payment. The Company shall pay interest on this Note and Additional Interest,
if any, to the Persons who are registered Holders of this Note at the close of business on January
15 or July 15 (whether or not a Business Day), as the case may be, next preceding the Interest
Payment Date (each, the “Record Date”), even if this Note is cancelled after such Record Date and
on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of Holders, provided that
payment by wire transfer of immediately available funds will be required with respect to principal
of and interest, premium and Additional Interest, if any, on all Global Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.



     (3) Paying Agent and Registrar. Initially, Wilmington Trust Company, the Trustee under the
Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. 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 January 28, 2011
(the “Indenture”), among Polymer Group, Inc., the Guarantors party thereto and the Trustee. This
Note is one of a duly authorized issue of notes of the Company designated as its 7.75% Senior
Secured Notes due 2019. The Company shall be entitled to issue Additional Notes pursuant to
Section 2.01, Section 4.09 and Section 4.12 of the Indenture. 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 “Trust Indenture Act”). The Notes are subject to all such terms, and
Holders are referred to the Indenture and the Trust Indenture 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.



     (5) Optional Redemption.





 




			
	1	 	In the case of Notes issued on the Issue Date.




A-5









 










     (a) Except as described below under clauses 5(b), 5(c) and 5(e) hereof, the Company shall not
be entitled to redeem the Notes at its option prior to February 1, 2015.



     (b) At any time prior to February 1, 2015, the Company may redeem all or a part of the Notes,
upon notice as described under Sections 3.02 and 3.03 of the Indenture, at a redemption price equal
to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of
redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to
receive interest due on the relevant Interest Payment Date.



     (c) At any time prior to February 1, 2015, the Company may redeem in any twelve month period
up to 10% of the aggregate principal amount of the Notes issued by it on the Issue Date, upon
notice as described under Sections 3.02 and 3.03 of the Indenture, at a redemption price equal to
103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and
Additional Interest, if any, to, but excluding, the applicable Redemption Date, subject to the
right of Holders of Notes of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date.



     (d) On and after February 1, 2015, the Company may redeem the Notes, in whole or in part, upon
notice as described in Section 3.02 of the Indenture at the redemption prices (expressed as
percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and
unpaid interest thereon and Additional Interest, if any, to, but excluding, the applicable
Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period
beginning on February 1 of each of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2015
	 	 	103.875	%
	2016
	 	 	101.938	%
	2017 and thereafter
	 	 	100.000	%






     (e) Until February 1, 2014, the Company may, at its option, redeem up to 35% of the aggregate
principal amount of Notes issued by it at a redemption price equal to 107.75% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any,
to, but excluding, the applicable Redemption Date, subject to the right of Holders of Notes of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date,
with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the
aggregate principal amount of Notes originally issued under the Indenture (calculated after giving
effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of
each such redemption; provided further that each such redemption occurs within 180 days of the date
of closing of each such Equity Offering.



     (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.



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



     (7) Notice of Redemption. Subject to Section 3.09 of the Indenture, the Company shall deliver
electronically or mail or cause to be mailed by first-class mail, postage prepaid, notices of
redemption at least 30 days but not more than 60 days prior to the Redemption Date to each Holder
to be redeemed or purchased at such Holder’s registered address, except that redemption notices may
be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with
Article 8 or Article 12 of the Indenture. Except as set forth in Section 3.07 of the Indenture,
notices of redemption may not be conditional.



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



     (a) the Redemption Date;



A-6









 





     (b) the redemption price;



     (c) if any Note is to be redeemed in part only, the portion of the principal amount of that
Note that is 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 representing
the same indebtedness to the extent not redeemed shall be issued in the name of the Holder upon
cancellation of the original Note;



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



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



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



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



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



     (i) if in connection with a redemption pursuant to Section 3.07 of the Indenture, any
condition to such redemption.



     At the Company’s request, the Trustee shall give the notice of redemption in the name of the
Company and at its expense; provided that the Company shall have delivered to the Trustee, at least
two Business Days before notice of redemption is required to be delivered electronically, mailed or
caused to be mailed to Holders pursuant to Section 3.03 of the Indenture (unless a shorter notice
shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph.



     (8) Offers to Repurchase. (a) Upon the occurrence of a Change of Control, the Company shall
make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Additional Interest thereon, if any, to, but excluding, the date of purchase (the
“Change of Control Payment”), subject to the right of the Holders of record on the relevant
applicable Record Date to receive interest due on the relevant applicable Interest Payment Date.
The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.



     (b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, within ten
Business Days of each date that the aggregate amount of Excess Proceeds exceeds $25.0 million, the
Company shall make an offer to all Holders and (x) in the case of Net Proceeds from an Asset Sale
of Note Collateral, to the holders of any Additional Parity Debt to the extent required by the
terms thereof or (y) in the case of any other Net Cash Proceeds, if required by the terms of any
Indebtedness that is pari passu with the Notes or any Guarantee (“Pari Passu Indebtedness”), to the
holders of such pari passu indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate
principal amount of the Notes and such Additional Parity Debt or Pari Passu Indebtedness, as the
case may be, that in the case of the Notes, is an integral multiple of $1,000 (but in minimum
amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest thereon, if any, to, but excluding, the date fixed for the closing of such
offer, and in the case of any Additional Parity Debt or Pari Passu Obligations at the offer price
required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, in accordance with the procedures set forth in the Indenture. The
Asset Sale Offer shall be made in accordance with Sections 3.09 and 4.10 of the Indenture.



A-7









 





     (c) If the Company or any of its Restricted Subsidiaries suffers an Event of Loss, within ten
Business Days of each date that the aggregate amount of Excess Loss Proceeds exceeds $25.0 million,
the Company shall make an offer (“Loss Proceeds Offer”) to all Holders and to the holders of any
Additional Parity Debt to the extent required by the terms thereof to purchase the maximum
aggregate principal amount of the Notes and the Additional Parity Debt, that, in the case of the
Notes, is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be purchased
out of the Excess Loss Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount of the Notes, plus accrued and unpaid interest and Additional Interest thereon, if
any, to, but excluding, the date of purchase, and in the case of any Additional Parity Debt at the
offer price required by the terms thereof but not to exceed 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, in accordance with the procedures set forth in the
Indenture. The Loss Proceeds Offer shall be made in accordance with Sections 3.09 and 4.15 of the
Indenture.



     (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer
of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or purchased.



     (10) Security. The Notes shall be secured by the Collateral on the terms and subject to the
conditions set forth in the Indenture and the Collateral Documents. The Notes Collateral Agent
holds the Collateral in trust for the benefit of the Secured Parties pursuant to the Collateral
Documents. Each Holder, by accepting this Note, consents and agrees to the terms of the Collateral
Documents (including the provisions providing for the foreclosure and release of Collateral) as the
same may be in effect or may be amended from time to time in accordance with their terms and the
Indenture and authorizes and directs the Trustee and/or the Notes Collateral Agent, as applicable,
to enter into the Collateral Documents, and to perform its obligations and exercise its rights
thereunder in accordance therewith.



     (11) Persons Deemed Owners. The registered Holder shall be treated as its owner for all
purposes.



     (12) Amendment, Supplement and Waiver. The Indenture, the Collateral Documents, the
Guarantees or the Notes may be amended or supplemented as provided in the Indenture.



     (13) Defaults and Remedies. If an Event of Default with respect to the Notes shall occur and
be continuing, the principal, premium, if any, interest and any other monetary obligations on all
the then outstanding Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.



     (14) Guarantees. The Company’s obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors.



     (15) Authentication. This Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.



     (16) 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 applicable
Registration Rights Agreement, including the right to receive Additional Interest (as defined in
the applicable Registration Rights Agreement).



     (17) Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THE INDENTURE, THE NOTES AND THE GUARANTEES.



A-8









 





     (18) CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be
printed on the Notes and the Trustee may use CUSIP and ISIN 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.



A-9









 





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


Polymer Group, Inc.

9335 Harris Corners Parkway, Suite 300

Charlotte, North Carolina 28269

Attention: General Counsel

Facsimile No.: (704) 697-5122








A-10









 








ASSIGNMENT FORM




     To assign this Note, fill in the form below:



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

to:




			
	 	 	 
	 
	 	 
	 
	 	(Insert assignee’s legal name)






      



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




      




      




      



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



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



Date:                                                                      
          




	 	 	 	 	 

	Your Signature:
	 	 	 	 
	 

	 	 

(Sign exactly as your name
	 	 
	 

	 	appears on the face of this Note)	 	 





Signature Guarantee*:                                                                  






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-11









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10, 4.14
or 4.15of the Indenture, check the appropriate box below:



[ ] Section 4.10 [ ] Section 4.14 [ ] Section 4.15




     If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.10, Section 4.14 or Section 4.15 of the Indenture, state the amount you elect to have
purchased:



$________



Date:




	 	 	 	 	 

	Your Signature:
	 	 	 	 
	 

	 	 

(Sign exactly as your name
	 	 
	 

	 	appears on the face of this	 	 
	 

	 	Note)	 	 





Tax Identification No.:                                                                  
              



Signature Guarantee*:                                                                    
             






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A-12









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*




     The initial outstanding principal amount of this Global Note is $             . 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 or Definitive Note for an interest in this Global Note, have
been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of this	 	 
	 	 	 	 	Amount of Increase in	 	Global Note following	 	Signature of Authorized
	 	 	Amount of Decrease in	 	Principal Amount of	 	such Decrease or In-	 	Officer of Trustee or
	Date of Exchange	 	Principal Amount	 	this Global Note	 	crease	 	Custodian
	 

	 	 
	 	 
	 	 
	 	 
	`
	 	 	 	 	 	 	 	 








 




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




A-13









 










EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Polymer Group, Inc.

9335 Harris Corners Parkway, Suite 300

Charlotte, North Carolina 28269

Attention: General Counsel

Facsimile No.: (704) 697-5122




Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Fax No: 302-636-4145

Attention: Corporate Client Series — Polymer Group, Inc.




     Re: 7.75% Senior Secured Notes due 2019



     Reference is hereby made to the Senior Secured Notes Indenture, dated as of January 28, 2011
(the “Indenture”), among Polymer Group, Inc., the Guarantors party thereto and the Trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



     _____________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the
“Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:



[CHECK ALL THAT APPLY]




     1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE
OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
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 securities laws of the states of the United States and other jurisdictions.



     2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or



B-1









 




benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the
Securities Act.




     3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION
S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that (check one):




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




     (b) [ ] such Transfer is being effected to the Company or a subsidiary thereof; or




     (c) [ ] such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of the
Securities Act.



     4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED
GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.



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



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



     (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.


[Insert Name of Transferor]







B-2









 








	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	Dated: ________________	 



B-3









 






	 	 	 	 	 



ANNEX A TO CERTIFICATE OF TRANSFER





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





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





	(a)	 	[ ] a beneficial interest in the:






	 	(i)	 	[ ] 144A Global Note (CUSIP 731745 AK1), or






	 	(ii)	 	[ ] Regulation S Global Note (CUSIP: U73139 AC8), or






	(b)	 	[ ] a Restricted Definitive Note.






	2.	 	After the Transfer the Transferee shall hold:





[CHECK ONE]





	(a)	 	[ ] a beneficial interest in the:






	 	(i)	 	[ ] 144A Global Note (CUSIP 731745 AK1), or






	 	(ii)	 	[ ] Regulation S Global Note (CUSIP: U73139 AC8), or






	 	(iii)	 	[ ] Unrestricted Global Note (CUSIP 731745 AL9); or






	(b)	 	[ ] a Restricted Definitive Note; or






	(c)	 	[ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.





B-4









 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Polymer Group, Inc.

9335 Harris Corners Parkway, Suite 300

Charlotte, North Carolina 28269

Attention: General Counsel

Facsimile No.: (704) 697-5122




Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Fax No: 302-636-4145

Attention: Corporate Client Series — Polymer Group, Inc.




     Re: 7.75% Senior Secured Notes due 2019



     Reference is hereby made to the Indenture, dated as of January 28, 2011 (the “Indenture”),
among Polymer Group, Inc., the Guarantors party thereto and the 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 in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that:



     1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE
FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE



     a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest
in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



     c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial



C-1









 




interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.




     d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE.
In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.



     2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES



     a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.



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



C-2









 





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



	 	 	 	 	 
	[Insert Name of Transferor]

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	Dated: _______________	 



C-3









 






	 	 	 	 	 



ANNEX A TO CERTIFICATE OF EXCHANGE





	1.	 	The Owner owns and proposes to exchange the following:





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





	 	(a)	 	o a Restricted Global Note, or
	 
	 	(b)	 	o a Restricted Definitive Note






	2.	 	After the Exchange the Owner will hold:





[CHECK ONE]





	 	(a)	 	o an Unrestricted Global Note, or
	 
	 	(b)	 	o an Unrestricted Definitive Note, or
	 
	 	(c)	 	o a Restricted Definitive Note, or
	 
	 	(d)	 	o 144A Global Note (CUSIP 731745 AK1), or
	 
	 	(e)	 	o Regulation S Global Note (CUSIP U73139 AC8).





C-4









 





EXHIBIT D




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




     Supplemental Indenture (this “Supplemental Indenture”), dated as of , among (the “Subsidiary
Guarantor”), a subsidiary of Polymer Group, Inc., a Delaware corporation (the “Company”), and
Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).



W I T N E S S E T H




     WHEREAS, Polymer Group, Inc. and the Guarantors party thereto (as defined in the Indenture
referred to below) have heretofore executed and delivered to the Trustee a Senior Secured Notes
Indenture (the “Indenture”), dated as of January 28, 2011, providing for the issuance of 7.75%
Senior Secured Notes due 2019;



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



     and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:



     (1) Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     (2) Agreement to Guarantee. The Subsidiary Guarantor hereby agrees as follows:




     (a) Along with all Guarantors named in the Indenture, to jointly and severally
unconditionally guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that:




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




     (ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors and the Subsidiary Guarantor shall be jointly and severally obligated to
pay the same immediately. This is a guarantee of payment and not a guarantee of
collection.




     (b) The obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or



F-1









 






consent by any Holder with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a guarantor.




     (c) The following is hereby waived: diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands whatsoever.




     (d) This Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, the Indenture, the Collateral Documents and this
Supplemental Indenture and the Subsidiary Guarantor accepts all obligations of a Guarantor
under the Indenture.




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




     (f) The Subsidiary Guarantor shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby.




     (g) As between the Subsidiary Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Subsidiary
Guarantor for the purpose of this Guarantee.




     (h) The Subsidiary Guarantor shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under this Guarantee.




     (i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other
contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or
fraudulent conveyance laws and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Guarantor in respect
of the obligations of such other Guarantor under Article 11 of the Indenture, this new
Guarantee shall be limited to the maximum amount permissible such that the obligations of
such Subsidiary Guarantor under this Guarantee shall not constitute a fraudulent transfer or
conveyance.




     (j) This Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Company for liquidation, reorganization,
should the Company become insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any significant part of the Company’s
assets, and shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance had not been
made. In the event that any payment or any part thereof, is rescinded, reduced, restored or
returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.



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     (k) In case any provision of this Guarantee 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.




     (l) This Guarantee shall be a general senior secured obligation of such Subsidiary
Guarantor, ranking pari passu with any other future Senior Indebtedness of the Subsidiary
Guarantor, if any, and senior in right of payment to all existing and future Subordinated
Indebtedness of the Subsidiary Guarantor.




     (m) Each payment to be made by the Subsidiary Guarantor in respect of this Guarantee
shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.



     (3) Execution and Delivery. The Subsidiary Guarantor agrees that the Guarantee shall
remain in full force and effect notwithstanding the absence of the endorsement of any notation of
such Guarantee on the Notes.



     (4) Merger, Consolidation or Sale of All or Substantially All Assets.



     (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Subsidiary Guarantor
shall not consolidate or merge with or into or wind up into (whether or not such Subsidiary
Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless:




     (i) (A) such Subsidiary Guarantor is the surviving entity or the Person formed by or
surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to
which such sale, assignment, transfer, lease, conveyance or other disposition shall have
been made is a corporation, partnership, trust or limited liability company organized or
existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as
the case may be, or the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case
may be, being herein called the “Successor Person”);




     (B) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes
all the obligations of such Subsidiary Guarantor under the Indenture, such Subsidiary
Guarantor’s related Guarantee and the Collateral Documents pursuant to supplemental
indentures or other documents or instruments in a form reasonably satisfactory to the
Trustee;




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




     (D) the Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indentures, if any, comply with the Indenture;




     (E) the Collateral transferred to the Successor Person shall (i) continue to constitute
Collateral under the Indenture and the Collateral Documents, (ii) be subject to the Lien in
favor of the Trustee for the benefit of the Holders, and (iii) not be subject to any Lien,
other than Liens permitted by the terms of the Indenture; and




     (F) to the extent that the assets of the Person which is merged or consolidated with or
into the Successor Person are assets of the type which would constitute Collateral under the
Collateral Documents, the Successor Person shall take such action as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the Collateral
Documents in the manner and to the extent required in the Indenture; or




     (ii) the transaction is made in compliance with Section 4.10 of the Indenture.



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     (b) Subject to certain limitations described in the Indenture, the Successor Person shall
succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture and the
Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, such Subsidiary Guarantor may (i)
merge or consolidate with or into, wind up into or transfer all or part of its properties and
assets to another Subsidiary Guarantor or the Company, (ii) merge with an Affiliate of the Company
solely for the purpose of reincorporating the Guarantor in the United States, any state thereof,
the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership,
limited partnership, limited liability company or trust organized under the laws of the
jurisdiction of organization of such Guarantor, in each case without regard to the requirements set
forth in Section 5.01(c) of the Indenture..



     (5) Releases. The Guarantee of the Subsidiary Guarantor shall be automatically and
unconditionally released and discharged, and no further action by the Subsidiary Guarantor, the
Company or the Trustee is required for the release of the Subsidiary Guarantor’s Guarantee, upon:




     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of
such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a
Restricted Subsidiary if such sale, exchange or transfer is made in compliance with the
applicable provisions of the Indenture;




     (B) the release or discharge of the guarantee by such Subsidiary Guarantor of the
Indebtedness which resulted in the creation of such Guarantee, except a discharge or release
by or as a result of payment under such guarantee;




     (C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor
as an Unrestricted Subsidiary in accordance with Section 4.07 of the Indenture and the
definition of “Unrestricted Subsidiary” in Section 1.01 of the Indenture; or




     (D) the Company exercising its Legal Defeasance option or Covenant Defeasance option in
accordance with Article 8 of the Indenture or the satisfaction and discharge of the
Company’s obligations under the Indenture being discharged in accordance with the terms of
the Indenture; and




     (2) such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture
relating to such transaction have been complied with.



     (6) No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Subsidiary Guarantor shall have any liability for any obligations of the
Company or the Guarantors (including the Subsidiary Guarantor) under the Notes, any Guarantees, the
Indenture, the Collateral Documents or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes.



     (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



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



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



     (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantor.



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     (11) Subrogation. The Subsidiary Guarantor shall be subrogated to all rights of
Holders against the Company in respect of any amounts paid by the Subsidiary Guarantor pursuant to
the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event
of Default has occurred and is continuing, the Subsidiary Guarantor shall not be entitled to
enforce or receive any payments arising out of, or based upon, such right of subrogation until all
amounts then due and payable by the Company under the Indenture or the Notes shall have been paid
in full.



     (12) Benefits Acknowledged. The Subsidiary Guarantor’s Guarantee is subject to the
terms and conditions set forth in the Indenture. The Subsidiary Guarantor acknowledges that it
shall receive direct and indirect benefits from the financing arrangements contemplated by the
Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Guarantee are knowingly made in contemplation of such benefits.



     (13) Successors. All agreements of the Subsidiary Guarantor in this Supplemental
Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or
elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 
	 	[SUBSIDIARY GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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