EX-4.1 INDENTURE, DATED AS OF MARCH 3, 2008



 





Exhibit 4.1




ROCK-TENN COMPANY




as Issuer




and




THE GUARANTORS PARTY HERETO

 






91/4% SENIOR NOTES DUE 2016




 






INDENTURE




DATED AS OF MARCH 5, 2008




 






HSBC BANK USA, NATIONAL ASSOCIATION

as Trustee




 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 	 	 
	Trust Indenture	 	 	Indenture
	Act Section
	 	 	Section	 
	 
	 	 	 	 	 	 
	310

	 	(a)(1)
	 	 	7.10	 
	 

	 	(a)(2)
	 	 	7.10	 
	 

	 	(a)(3)
	 	 	N.A.	 
	 

	 	(a)(4)
	 	 	N.A.	 
	 

	 	(a)(5)
	 	 	7.10	 
	 

	 	(b)
	 	 	7.3; 7.10	 
	 

	 	(c)
	 	 	N.A.	 
	311

	 	(a)
	 	 	7.11	 
	 

	 	(b)
	 	 	7.11	 
	 

	 	(c)
	 	 	N.A.	 
	312

	 	(a)
	 	 	2.5	 
	 

	 	(b)
	 	 	11.3	 
	 

	 	(c)
	 	 	11.3	 
	313

	 	(a)
	 	 	7.6	 
	 

	 	(b)(1)
	 	 	7.6	 
	 

	 	(b)(2)
	 	 	7.6; 7.7	 
	 

	 	(c)
	 	 	7.6; 11.2	 
	 

	 	(d)
	 	 	7.6	 
	314

	 	(a)
	 	 	4.3; 11.5	 
	 

	 	(b)
	 	 	N.A.	 
	 

	 	(c)(1)
	 	 	11.4	 
	 

	 	(c)(2)
	 	 	11.4	 
	 

	 	(c)(3)
	 	 	N.A.	 
	 

	 	(d)
	 	 	N.A.	 
	 

	 	(e)
	 	 	11.5	 
	 

	 	(f)
	 	 	N.A.	 
	315

	 	(a)
	 	 	7.1	 
	 

	 	(b)
	 	 	1.1, 7.5; 11.2	 
	 

	 	(c)
	 	 	7.1	 
	 

	 	(d)
	 	 	7.1	 
	 

	 	(e)
	 	 	6.11	 
	316

	 	(a) (last sentence)
	 	 	2.9	 
	 

	 	(a)(1)(A)
	 	 	6.5	 
	 

	 	(a)(1)(B)
	 	 	6.4	 
	 

	 	(a)(2)
	 	 	N.A.	 
	 

	 	(b)
	 	 	6.7	 
	 

	 	(c)
	 	 	2.13	 
	317

	 	(a)(1)
	 	 	6.8	 
	 

	 	(a)(2)
	 	 	6.9	 






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	Trust Indenture	 	 	 	Indenture
	Act Section	 	Section
	 

	 	(b)
	 	 	2.3	 
	318

	 	(a)
	 	 	11.1	 
	 

	 	(b)
	 	 	N.A.	 
	 

	 	(c)
	 	 	11.1	 






      




N.A. means not applicable.





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




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TABLE OF CONTENTS




Page




ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




	 	 	 	 	 	 	 
	SECTION 1.1

	 	Definitions
	 	 	1	 
	SECTION 1.2

	 	Other Definitions
	 	 	36	 
	SECTION 1.3

	 	Incorporation by Reference of Trust Indenture Act
	 	 	36	 
	SECTION 1.4

	 	Rules of Construction
	 	 	37	 






ARTICLE II




THE NOTES




	 	 	 	 	 	 	 
	SECTION 2.1

	 	Form and Dating
	 	 	37	 
	SECTION 2.2

	 	Execution and Authentication
	 	 	39	 
	SECTION 2.3

	 	Registrar; Paying Agent
	 	 	40	 
	SECTION 2.4

	 	Paying Agent to Hold Money in Trust
	 	 	40	 
	SECTION 2.5

	 	Holder Lists
	 	 	40	 
	SECTION 2.6

	 	Book-Entry Provisions for Global Securities
	 	 	41	 
	SECTION 2.7

	 	Replacement Notes
	 	 	45	 
	SECTION 2.8

	 	Outstanding Notes
	 	 	45	 
	SECTION 2.9

	 	Treasury Notes
	 	 	46	 
	SECTION 2.10

	 	Temporary Notes
	 	 	46	 
	SECTION 2.11

	 	Cancellation
	 	 	46	 
	SECTION 2.12

	 	Defaulted Interest
	 	 	46	 
	SECTION 2.13

	 	Record Date
	 	 	47	 
	SECTION 2.14

	 	Computation of Interest
	 	 	47	 
	SECTION 2.15

	 	CUSIP Number
	 	 	47	 
	SECTION 2.16

	 	Special Transfer Provisions
	 	 	47	 
	SECTION 2.17

	 	Issuance of Additional Notes
	 	 	50	 






ARTICLE III




REDEMPTION AND PREPAYMENT




	 	 	 	 	 	 	 
	SECTION 3.1

	 	Notices to Trustee
	 	 	50	 
	SECTION 3.2

	 	Selection of Notes to Be Redeemed
	 	 	51	 
	SECTION 3.3

	 	Notice of Redemption
	 	 	51	 
	SECTION 3.4

	 	Effect of Notice of Redemption
	 	 	52	 
	SECTION 3.5

	 	Deposit of Redemption of Purchase Price
	 	 	52	 
	SECTION 3.6

	 	Notes Redeemed in Part
	 	 	53	 






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Page




							
	SECTION 3.7

	 	Optional Redemption
	 	 	53	 
	SECTION 3.8

	 	Mandatory Redemption
	 	 	54	 
	SECTION 3.9

	 	Offer to Purchase
	 	 	54	 






ARTICLE IV




COVENANTS




	 	 	 	 	 	 	 
	SECTION 4.1

	 	Payment of Notes
	 	 	55	 
	SECTION 4.2

	 	Maintenance of Office or Agency
	 	 	55	 
	SECTION 4.3

	 	Provision of Financial Information
	 	 	56	 
	SECTION 4.4

	 	Compliance Certificate
	 	 	57	 
	SECTION 4.5

	 	Taxes
	 	 	57	 
	SECTION 4.6

	 	Stay, Extension and Usury Laws
	 	 	57	 
	SECTION 4.7

	 	Limitation on Restricted Payments
	 	 	58	 
	SECTION 4.8

	 	Limitation on Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries
	 	 	61	 
	SECTION 4.9

	 	Limitation on Incurrence of Debt
	 	 	63	 
	SECTION 4.10

	 	Limitation on Asset Sales
	 	 	65	 
	SECTION 4.11

	 	Limitation on Transactions with Affiliates
	 	 	66	 
	SECTION 4.12

	 	Limitation on Liens
	 	 	68	 
	SECTION 4.13

	 	Limitation on Sale and Leaseback Transactions
	 	 	68	 
	SECTION 4.14

	 	Offer to Purchase upon Change of Control
	 	 	68	 
	SECTION 4.15

	 	Corporate Existence
	 	 	69	 
	SECTION 4.16

	 	Business Activities
	 	 	69	 
	SECTION 4.17

	 	Additional Note Guarantees
	 	 	70	 
	SECTION 4.18

	 	Limitation on Creation of Unrestricted Subsidiaries
	 	 	70	 
	SECTION 4.19

	 	Maintenance of Properties; Insurance; Books and Records
	 	 	70	 
	SECTION 4.20

	 	Covenant Suspension
	 	 	71	 






ARTICLE V




SUCCESSORS




	 	 	 	 	 	 	 
	SECTION 5.1
	 	Consolidation, Merger, Conveyance, Transfer or Lease	 	 	72	 
	SECTION 5.2
	 	Successor Person Substituted	 	 	73	 






ARTICLE VI




DEFAULTS AND REMEDIES




	 	 	 	 	 	 	 
	SECTION 6.1
	 	Events of Default	 	 	74	 
	SECTION 6.2
	 	Acceleration	 	 	75	 
	SECTION 6.3
	 	Other Remedies	 	 	76	 
	SECTION 6.4
	 	Waiver of Past Defaults	 	 	77	 
	SECTION 6.5
	 	Control by Majority	 	 	77	 






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Page




							
	SECTION 6.6
	 	Limitation on Suits	 	 	77	 
	SECTION 6.7
	 	Rights of Holders of Notes to Receive Payment	 	 	78	 
	SECTION 6.8
	 	Collection Suit by Trustee	 	 	78	 
	SECTION 6.9
	 	Trustee May File Proofs of Claim	 	 	78	 
	SECTION 6.10
	 	Priorities	 	 	79	 
	SECTION 6.11
	 	Undertaking for Costs	 	 	79	 






ARTICLE VII




TRUSTEE




	 	 	 	 	 	 	 
	SECTION 7.1
	 	Duties of Trustee	 	 	80	 
	SECTION 7.2
	 	Rights of Trustee	 	 	81	 
	SECTION 7.3
	 	Individual Rights of Trustee	 	 	82	 
	SECTION 7.4
	 	Trustee's Disclaimer	 	 	82	 
	SECTION 7.5
	 	Notice of Defaults	 	 	83	 
	SECTION 7.6
	 	Reports by Trustee to Holders of the Notes	 	 	83	 
	SECTION 7.7
	 	Compensation and Indemnity	 	 	83	 
	SECTION 7.8
	 	Replacement of Trustee	 	 	84	 
	SECTION 7.9
	 	Successor Trustee by Merger, Etc.	 	 	85	 
	SECTION 7.10
	 	Eligibility; Disqualification	 	 	85	 
	SECTION 7.11
	 	Preferential Collection of Claims Against the Issuer	 	 	86	 
	SECTION 7.12
	 	Trustee's Application for Instructions from the Issuer	 	 	86	 






ARTICLE VIII




DEFEASANCE AND COVENANT DEFEASANCE




	 	 	 	 	 	 	 
	SECTION 8.1

	 	Option to Effect Defeasance or Covenant Defeasance
	 	 	86	 
	SECTION 8.2

	 	Defeasance and Discharge
	 	 	86	 
	SECTION 8.3

	 	Covenant Defeasance
	 	 	88	 
	SECTION 8.4

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	88	 
	SECTION 8.5

	 	Deposited Money and Government Securities to Be Held in
Trust; Other Miscellaneous Provisions
	 	 	90	 
	SECTION 8.6

	 	Repayment to Issuer
	 	 	91	 
	SECTION 8.7

	 	Reinstatement
	 	 	91	 






ARTICLE IX




AMENDMENT, SUPPLEMENT AND WAIVER




	 	 	 	 	 	 	 
	SECTION 9.1

	 	Without Consent of Holders of the Notes
	 	 	91	 
	SECTION 9.2

	 	With Consent of Holders of Notes
	 	 	92	 
	SECTION 9.3

	 	Compliance with Trust Indenture Act
	 	 	93	 
	SECTION 9.4

	 	Revocation and Effect of Consents
	 	 	94	 
	SECTION 9.5

	 	Notation on or Exchange of Notes
	 	 	94	 






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Page




							
	SECTION 9.6

	 	Trustee to Sign Amendments, Etc.
	 	 	94	 






ARTICLE X




NOTE GUARANTEES




	 	 	 	 	 	 	 
	SECTION 10.1

	 	Note Guarantees
	 	 	94	 
	SECTION 10.2

	 	Execution and Delivery of Note Guarantee
	 	 	96	 
	SECTION 10.3

	 	Severability
	 	 	96	 
	SECTION 10.4

	 	Limitation of Guarantors’ Liability
	 	 	96	 
	SECTION 10.5

	 	Guarantors May Consolidate, Etc., on Certain Terms
	 	 	97	 
	SECTION 10.6

	 	Releases Following Sale of Assets
	 	 	98	 
	SECTION 10.7

	 	Release of a Guarantor
	 	 	98	 
	SECTION 10.8

	 	Benefits Acknowledged
	 	 	98	 
	SECTION 10.9

	 	Future Guarantors
	 	 	98	 






ARTICLE XI




MISCELLANEOUS




	 	 	 	 	 	 	 
	SECTION 11.1

	 	Trust Indenture Act Controls
	 	 	99	 
	SECTION 11.2

	 	Notices
	 	 	99	 
	SECTION 11.3

	 	Communication by Holders of Notes with Other Holders of Notes
	 	 	100	 
	SECTION 11.4

	 	Certificate and Opinion as to Conditions Precedent
	 	 	100	 
	SECTION 11.5

	 	Statements Required in Certificate or Opinion
	 	 	101	 
	SECTION 11.6

	 	Rules by Trustee and Agents
	 	 	101	 
	SECTION 11.7

	 	No Personal Liability of Directors, Officers, Employees, Stockholders
and the Trustee
	 	 	101	 
	SECTION 11.8

	 	Governing Law
	 	 	102	 
	SECTION 11.9

	 	No Adverse Interpretation of Other Agreements
	 	 	102	 
	SECTION 11.10

	 	Successors
	 	 	102	 
	SECTION 11.11

	 	Severability
	 	 	102	 
	SECTION 11.12

	 	Counterpart Originals
	 	 	102	 
	SECTION 11.13

	 	Table of Contents, Headings, Etc.
	 	 	102	 
	SECTION 11.14

	 	Qualification of Indenture
	 	 	102	 






EXHIBITS




	 	 	 
	Exhibit A

	 	FORM OF 91/4 % SENIOR NOTE
	Exhibit B

	 	FORM OF NOTATIONAL GUARANTEE
	Exhibit C

	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
	Exhibit D

	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S






-iv-









 






     This Indenture, dated as of March 5, 2008, is by and among Rock-Tenn Company, a Georgia
corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein), and HSBC Bank USA,
National Association, as trustee (the “Trustee”).



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the holders of (i) the Issuer’s 91/4% Senior Notes due 2016 issued on the date
hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”), (ii)
Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights
Agreement or pursuant to an effective registration statement under the Securities Act without the
restrictive legends in Exhibit A (the “Exchange Notes”) and (iii) Additional Notes issued
from time to time as either Initial Notes or Exchange Notes (together with the Initial Notes and
any Exchange Notes, the “Notes”).



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE



SECTION 1.1 Definitions.




     “Acquired Debt” means Debt (1) of a Person (including an Unrestricted Subsidiary) existing at
the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the
acquisition of assets from such Person. Acquired Debt shall be deemed to have been Incurred, with
respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted
Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation
of such acquisition of assets.



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



     “Additional Notes” means Notes (other than the Initial Notes) issued pursuant to Article II
hereof and otherwise in compliance with the provisions of this Indenture.



     “Affiliate” of any Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person. For the purposes of
this definition, “control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings that correspond to the foregoing. For purposes of Section 4.11, any Person directly or
indirectly owning 15% or more of the outstanding Capital Interests of the Company will be deemed an
Affiliate.



     “Agent” means any Registrar, Paying Agent (so long as Trustee serves in such capacity) or
co-registrar.



 









 






      “Applicable Premium” means, with respect to any Note on any applicable redemption date, the
greater of:




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




     (2) the excess of:




(a) the present value at such redemption date of (i) the Redemption Price of
the Note at March 15, 2012 (such Redemption Price being set forth in the table
appearing in Section 3.7(ii)) plus (ii) all required interest payments due on the
Note through March 15, 2012 (excluding accrued but unpaid interest), computed using
a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis
points; over




(b) the then outstanding principal amount of the Note.



      “Asset Acquisition” means:




     (a) an Investment by the Company or any Restricted Subsidiary in any other Person
pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with
or into the Company or any Restricted Subsidiary; or




     (b) the acquisition by the Company or any Restricted Subsidiary of the assets of any
Person which constitute all or substantially all of the assets of such Person, any division
or line of business of such Person or any other properties or assets of such Person other
than in the ordinary course of business and consistent with past practices.



      “Asset Sale” means any transfer, conveyance, sale, lease or other disposition (including,
without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of
its Restricted Subsidiaries to any Person (other than to the Company or one or more of its
Restricted Subsidiaries) in any single transaction or series of transactions of:




     (i)
Capital Interests in another Person (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or




     (ii) any other property or assets (other than in the normal course of business,
including any sale or other disposition of obsolete or permanently retired equipment);



provided, however, that the term “Asset Sale” shall exclude:





     (a) any asset disposition permitted by Section 5.1 that constitutes a disposition of
all or substantially all of the assets of the Company and its Restricted Subsidiaries taken
as a whole;




     (b) any transfer, conveyance, sale, lease or other disposition of property or assets,
the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related
series of transactions $5.0 million;



 -2- 









 






     (c) sales or other dispositions of cash or Eligible Cash Equivalents;




     (d) sales of interests in Unrestricted Subsidiaries;




     (e) the sale and leaseback of any assets within 90 days of the acquisition thereof;




     (f) the disposition of assets that, in the good faith judgment of the Company, are no
longer used or useful in the business of such entity;




     (g) a Restricted Payment or Permitted Investment that is otherwise permitted by this
Indenture;




     (h) any trade-in of equipment in exchange for other equipment; provided that in the
good faith judgment of the Company, the Company or such Restricted Subsidiary receives
equipment having a fair market value equal to or greater than the equipment being traded in;




     (i) the concurrent purchase and sale or exchange of Related Business Assets or a
combination of Related Business Assets between the Company or any of its Restricted
Subsidiaries and another Person to the extent that the Related Business Assets received by
the Company or its Restricted Subsidiaries are of equivalent or better market value than the
Related Business Assets transferred;




     (j) the creation of a Lien (but not the sale or other disposition of the property
subject to such Lien);




     (k) leases or subleases in the ordinary course of business to third persons not
interfering in any material respect with the business of the Company or any of its
Restricted Subsidiaries and otherwise in accordance with the provisions of this Indenture;




     (l) any disposition by a Subsidiary to the Company or by the Company or a Subsidiary to
a Restricted Subsidiary;




     (m) dispositions of accounts receivable in connection with the collection or compromise
thereof in the ordinary course of business and consistent with past practice;




     (n) licensing or sublicensing of intellectual property or other general intangibles in
accordance with industry practice in the ordinary course of business;




     (o) any transfer of accounts receivable, or a fractional undivided interest therein, by
a Receivable Subsidiary in a Qualified Receivables Transaction;




     (p) sales of accounts receivable to a Receivable Subsidiary pursuant to a Qualified
Receivables Transaction for the Fair Market Value thereof including cash in an amount at
least equal to 75% of the Fair Market Value thereof (for the purposes of this clause (p),
Purchase Money Notes will be deemed to be cash); or



 -3- 









 






     (q) foreclosures on assets to the extent it would not otherwise result in a Default or
Event of Default.



     For purposes of this definition, any series of related transactions that, if effected as a
single transaction, would constitute an Asset Sale shall be deemed to be a single Asset Sale
effected when the last such transaction which is a part thereof is effected.



      “Asset Sale Offer” means an Offer to Purchase required to be made by the Company pursuant to
Section 4.10 to all Holders.



      “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit in such transaction)
of the total obligations of the lessee for rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction (including any period for which such lease has been
or may be extended).



      “Average Life” means, as of any date of determination, with respect to any Debt, the quotient
obtained by dividing (i) the sum of the products of (x) the number of years from the date of
determination to the dates of each successive scheduled principal payment (including any sinking
fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of
such principal payment by (ii) the sum of all such principal payments.



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



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



      “Board of Directors” means (i) with respect to the Company or any Restricted Subsidiary, its
board of directors or any duly authorized committee thereof; (ii) with respect to a corporation,
the board of directors of such corporation or any duly authorized committee thereof; and (iii) with
respect to any other entity, the board of directors or similar body of the general partner or
managers of such entity or any duly authorized committee thereof.



      “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or any Restricted Subsidiary to have been duly adopted by the Board of
Directors, unless the context specifically requires that such resolution be adopted by a majority
of the Disinterested Directors, in which case by a majority of such Disinterested Directors, and to
be in full force and effect on the date of such certification and delivered to the Trustee.



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



 -4- 









 





      “Capital Interests” in any Person means any and all shares, interests (including Preferred
Interests), participations or other equivalents in the equity interest (however designated) in such
Person and any rights (other than Debt securities convertible into an equity interest), warrants or
options to acquire an equity interest in such Person.



      “Capital Lease Obligations” means any obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.



      “Certificated Notes” means Notes that are in the form of Exhibit A attached hereto,
other than the Global Notes.



      “Change of Control” means:




     (1) the Company becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), that is or becomes the ultimate “beneficial owner” (as such term is used in
Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1)
such person or group shall be deemed to have “beneficial ownership” of all shares that any
such person or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of the Voting
Interests in the Company,




     (2) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors of the Company (together with any new
directors whose election by the Board of Directors or whose nomination for election by the
equityholders of the Company was approved by a vote of a majority of the directors of the
Company then still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason
to constitute a majority of the Company’s Board of Directors then in office or




     (3) the Company sells, conveys, transfers or leases (either in one transaction or a
series of related transactions) all or substantially all of its assets to, or merges or
consolidates with, a Person other than a Restricted Subsidiary of the Company.



      “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder.



      “Commission” means the Securities and Exchange Commission and any successor thereto.



 -5- 









 





      “Common Interests” of any Person means Capital Interests in such Person that do not rank
prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any
other class in such Person.



      “Company” or “Issuer” has the meaning set forth in the preamble hereto until a successor
replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means
the successor thereto.



      “Consolidated Cash Flow Available for Fixed Charges” means, with respect to any Person for any
period:




     (i) the sum of, without duplication, the amounts for such period, taken as a single
accounting period, of:




     (a) Consolidated Net Income;




     (b) Consolidated Non-cash Charges;




     (c) Consolidated Interest Expense to the extent the same was deducted in
computing Consolidated Net Income;




     (d) Consolidated Income Tax Expense;




     (e) impairment charges, including the write-down of Investments;




     (f) restructuring expenses and charges;




     (g) any expenses or charges related to any equity offering, Permitted
Investment, recapitalization or Debt Incurrence permitted to be made under the
Indenture (whether or not successful) or related to this offering of the Notes;




     (h) the amount of any interest expense attributable to minority equity
interests of third parties in any non-wholly owned Subsidiary to the extent deducted
in such period in computing Consolidated Net Income;




     (i) any net loss from discontinued operations;




     (j) public company costs, merger and proxy related expenses, workers
compensation reserve adjustments, legal settlements and historical costs associated
with being a public company prior to the Issue Date; and




     (k) any costs or expenses 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 or agreement, any stock subscription or shareholder
agreement, to the extent that such costs or expenses are funded with cash proceeds
contributed to the capital of the Company or net cash proceeds



 -6- 









 




of an issuance of Capital Interests of the Company (other than Redeemable
Capital Interests); less





     (ii) (x) net income from discontinued operations and (y) the amount of extraordinary,
non-recurring or unusual gains.



      “Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the
aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four
full fiscal quarters, treated as one period, for which financial information in respect thereof is
available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to
the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter
period being referred to herein as the “Four Quarter Period”) to the aggregate amount of
Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without
limitation of the foregoing, for purposes of this definition, “Consolidated Cash Flow Available for
Fixed Charges” and “Consolidated Fixed Charges” shall be calculated after giving effect (i) to the
cost of any compensation, remuneration or other benefit paid or provided to any employee,
consultant, Affiliate or equity owner of the entity involved in any Asset Acquisition to the extent
such costs are eliminated or reduced (or public announcement has been made of the intent to
eliminate or reduce such costs) prior to the date of such calculation and not replaced; and (ii) on
a pro forma basis for the period of such calculation, to any Asset Sales or other dispositions or
Asset Acquisitions, investments, mergers, consolidations and discontinued operations (as determined
in accordance with GAAP) occurring during the Four Quarter Period or any time subsequent to the
last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale
or other disposition or Asset Acquisition (including the incurrence or assumption of any such
Acquired Debt), investment, merger, consolidation or disposed operation occurred on the first day
of the Four Quarter Period. For purposes of this definition, pro forma calculations shall be made
in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, except that
such pro forma calculations may also include operating expense reductions for such period resulting
from the Asset Sale or other disposition or Asset Acquisition, investment, merger, consolidation or
discontinued operation (as determined in accordance with GAAP) for which pro forma effect is being
given (A) that have been realized or (B) for which steps have been taken or are reasonably expected
to be taken within six months of the date of such transaction and are supportable and quantifiable
and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b)
reduction of costs related to administrative functions, (c) reduction of costs related to leased or
owned properties and (d) reductions from the consolidation of operations and streamlining of
corporate overhead, provided that, in either case, such adjustments are set forth in an Officers’
Certificate signed by the Company’s chief financial or similar officer that states (i) the amount
of such adjustment or adjustments and (ii) that such adjustment or adjustments are based on the
reasonable good faith belief of the Officers executing such Officers’ Certificate at the time of
such execution.



     Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:




     (a) interest on outstanding Debt determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall be deemed



 -7- 









 







to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in
effect on the Transaction Date; and




     (b) if interest on any Debt actually incurred on the Transaction Date 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 rates, then the interest rate in effect on the
Transaction Date will be deemed to have been in effect during the Four Quarter Period.



     If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of
a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if
such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.



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




     (a) Consolidated Interest Expense; and




     (b) the product of (i) all dividends and other distributions paid or accrued during
such period in respect of Redeemable Capital Interests of such Person and its Restricted
Subsidiaries (other than dividends paid in Qualified Capital Interests), times (ii) a
fraction, the numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person, expressed as a
decimal.



      “Consolidated Income Tax Expense” means, with respect to any Person for any period, the
provision for federal, state, local and foreign income taxes of such Person and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP paid or
accrued during such period, including any penalties and interest related to such taxes or arising
from any tax examinations, to the extent the same were deducted in computing Consolidated Net
Income.



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




     (i) the total interest expense of such Person and its Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP, including, without
limitation:




     (a) any amortization of debt discount;




     (b) the net cost under any Hedging Obligation or Swap Contract in respect of
interest rate protection (including any amortization of discounts);




     (c) the interest portion of any deferred payment obligation;



 -8- 









 






     (d) all commissions, discounts and other fees and charges owed with respect to
letters of credit, bankers’ acceptances, financing activities or similar activities;
and




     (e) all accrued interest;




     (ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled
to be paid or accrued by such Person and its Restricted Subsidiaries during such period
determined on a consolidated basis in accordance with GAAP; and




     (iii) all capitalized interest of such Person and its Restricted Subsidiaries for such
period;


less interest income of such Person and its Restricted Subsidiaries for such period; provided,
however, that Consolidated Interest Expense will exclude (I) the amortization or write-off of debt
issuance costs and deferred financing fees, commissions, fees and expenses and (II) any expensing
of interim loan commitment and other financing fees.




      “Consolidated Net Income” means, with respect to any Person for any period, the consolidated
net income (or loss) of such Person and its Restricted Subsidiaries for such period as determined
in accordance with GAAP, adjusted, to the extent included in calculating such net income, by:




     (A) excluding, without duplication




     (i) all extraordinary gains or losses (net of fees and expenses relating to the
transaction giving rise thereto), income, expenses or charges;




     (ii) the portion of net income of such Person and its Restricted Subsidiaries
allocable to minority interest in unconsolidated Persons or Investments in
Unrestricted Subsidiaries to the extent that cash dividends or distributions have
not actually been received by such Person or one of its Restricted Subsidiaries;
provided that for the avoidance of doubt, Consolidated Net Income shall be increased
in amounts equal to the amounts of cash actually received;




     (iii) gains or losses in respect of any Asset Sales by such Person or one of
its Restricted Subsidiaries (net of fees and expenses relating to the transaction
giving rise thereto), on an after-tax basis;




     (iv) the net income (loss) from any disposed or discontinued operations or any
net gains or losses on disposed or discontinued operations, on an after-tax basis;




     (v) solely for purposes of determining the amount available for Restricted
Payments under clause (c) of the first paragraph of Section 4.7, the net income of
any Restricted



 -9- 









 






  Subsidiary (other than a Guarantor) or such Person to
the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any
agreement, instrument,

judgment, decree, order, statute, rule or governmental regulations applicable to
that Restricted Subsidiary or its stockholders; provided that for the avoidance of
doubt, Consolidated Net Income shall be increased in amounts equal to the amounts of
cash actually received;





     (vi) any gain or loss realized as a result of the cumulative effect of a change
in accounting principles;




     (vii) any fees and expenses paid in connection with the issuance of the Notes;




     (viii) non-cash compensation expense incurred with any issuance of equity
interests to an employee of such Person or any Restricted Subsidiary;




     (ix) any net after-tax gains or losses attributable to the early extinguishment
or conversion of Debt;




     (x) any non-cash impairment charges or asset write-off or write-down resulting
from the application of Statement of Financial Accounting Standards No. 142 or
Statement of Financial Accounting Standards No. 144, and the amortization of
intangibles arising pursuant to Statement of Financial Accounting Standards No. 141
or any related subsequent Statement of Financial Accounting Standards;




     (xi) non-cash gains, losses, income and expenses resulting from fair value
accounting required by Statement of Financial Accounting Standards No. 133 or any
related subsequent Statement of Financial Accounting Standards;




     (xii) accruals and reserves that are established within twelve months after the
Issue Date that are so required to be established as a result of the Transactions
(or within twelve months after the closing of any acquisition that are so required
to be established as a result of such acquisition) in accordance with GAAP;




     (xiii) any fees, expenses, charges or Integration Costs incurred during such
period, or any amortization thereof for such period, in connection with any
acquisition, Investment, Asset Sale, disposition, Incurrence or repayment of Debt
(including such fees, expenses or charges related to any Credit Facility), issuance
of Capital Interests, refinancing transaction or amendment or modification of any
debt instrument, and including, in each case, any such transaction undertaken but
not completed, and any charges or non-recurring merger or acquisition costs incurred
during such period as a result of any such transaction, in each case whether or not
successful;




     (xiv) any net unrealized gain or loss (after any offset) resulting from
currency translation gains or losses related to currency remeasurements of Debt




 -10- 









 






     (including any net gain or loss resulting from obligations under Hedging Obligations
for currency exchange risk) and any foreign currency translation gains or losses;




     (xv) any accruals and reserves that are established for expenses and losses, in
respect of equity-based awards compensation expense (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
reduce Consolidated Net Income to such extent, and excluding amortization of a
prepaid cash item that was paid in a prior period);




     (xvi) any expenses, charges or losses 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, to the extent actually reimbursed, or, so long as the Issuer has made a
determination that a reasonable basis exists for indemnification or reimbursement
and only to the extent that such amount is in fact indemnified or reimbursed within
365 days of such determination (with a deduction in the applicable future period for
any amount so added back to the extent not so indemnified or reimbursed within such
365 days); and




     (xvii) to the extent covered by insurance and actually reimbursed, or, so long
as the Company has made a determination that there exists reasonable evidence that
such amount will in fact be reimbursed by the insurer and only to the extent that
such amount is in fact reimbursed within 365 days of the date of such determination
(with a deduction in the applicable future period for any amount so added back to
the extent not so reimbursed within such 365 days), expenses, charges or losses with
respect to liability or casualty events or business interruption; and




     (B) including, without duplication, dividends and distributions from joint ventures
actually received in cash by the Company.



      “Consolidated Non-cash Charges” means, with respect to any Person for any period, the
aggregate depreciation, amortization (including amortization of goodwill, other intangibles,
deferred financing fees, debt issuance costs, commissions, fees and expenses) and other non-cash
expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such
Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any
charge which requires an accrual of or a reserve for cash charges for any future period).



      “Consolidated Secured Leverage Ratio” means, with respect to any Person, the ratio of the
aggregate amount of all Debt secured by Liens of such Person and its Restricted Subsidiaries at the
end of the most recent fiscal period for which financial information
in respect thereof is


available immediately preceding the date of the transaction (the “Transaction Date”) giving
rise to the need to calculate the Consolidated Secured Leverage Ratio to the aggregate amount of
Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal



 -11- 









 





quarters, treated as one period, for which financial information in respect thereof is available
immediately preceding the Transaction Date (such four full fiscal quarter period being referred to
herein as the “Four Quarter Period”). In addition to and without limitation of the foregoing, for
purposes of this definition, this ratio shall be calculated after giving effect (i) to the cost of
any compensation, remuneration or other benefit paid or provided to any employee, consultant,
Affiliate or equity owner of the entity involved in any Asset Acquisition to the extent such costs
are eliminated or reduced (or public announcement has been made of the intent to eliminate or
reduce such costs) prior to the date of such calculation and not replaced; and (ii) on a pro forma
basis for the period of such calculation to any Asset Sales or other dispositions or Asset
Acquisitions, investments, mergers, consolidations and discontinued operations (as determined in
accordance with GAAP) occurring during the Four Quarter Period or any time subsequent to the last
day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or
other disposition or Asset Acquisition (including the incurrence or assumption of any such Acquired
Debt), investment, merger, consolidation or disposed operation occurred on the first day of the
Four Quarter Period. For purposes of this definition, pro forma calculations shall be made in
accordance with Article 11 of Regulation S-X promulgated under the Securities Act.




     If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of
a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if
such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.



      “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 11.2 hereof or such other address as to which the Trustee may give notice to the Company.



      “Credit Agreement” means the Company’s Credit Agreement, dated on or about the Issue Date,
among the Company and the other co-borrower and guarantors named therein and Wachovia Bank,
National Association, as administrative agent, and the other agents and lenders named therein,
together with all related notes, letters of credit, collateral documents, guarantees, and any other
related agreements and instruments executed and delivered in connection therewith, in each case as
amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part
from time to time including by or pursuant to any agreement or instrument that extends the maturity
of any Debt thereunder, or increases the amount of available borrowings thereunder (provided that
such increase in borrowings is permitted under clause (i) or (xv) of the definition of the term
“Permitted Debt”), or adds Subsidiaries of the Company as additional borrowers or guarantors
thereunder, in each case with respect to such agreement or any successor or replacement agreement
and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.



      “Credit Facilities” means one or more credit facilities (including the Credit Agreement) with
banks or other lenders providing for revolving loans or term loans or the issuance of letters of
credit or bankers’ acceptances or the like.



      “Debt” means at any time (without duplication), with respect to any Person, whether recourse
is to all or a portion of the assets of such Person, or non-recourse, the following: (i) all



 -12- 









 




indebtedness of such Person for money borrowed or for the deferred purchase price of property,
excluding any trade payables or other current liabilities incurred in the normal course of
business; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other
similar instruments; (iii) all reimbursement obligations of such Person with respect to letters of
credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents),
bankers’ acceptances or similar facilities (excluding obligations in respect of letters of credit
or bankers’ acceptances issued in respect of trade payables) issued for the account of such Person;
provided that such obligations shall not constitute Debt except to the extent drawn and not repaid
within five Business Days; (iv) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property or assets acquired by such Person; (v) all
Capital Lease Obligations of such Person; (vi) the maximum fixed redemption or repurchase price of
Redeemable Capital Interests in such Person at the time of determination; (vii) any Swap Contracts
and Hedging Obligations of such Person at the time of determination; (viii) Attributable Debt with
respect to any Sale and Leaseback Transaction to which such Person is a party; and (ix) all
obligations of the types referred to in clauses (i) through (viii) of this definition of another
Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by
(or the holder of such Debt or the recipient of such dividends or other distributions has an
existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or
other assets of such Person, even though such Person has not assumed or become liable for the
payment of such Debt. For purposes of the foregoing: (a) the maximum fixed repurchase price of
any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in
accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital
Interests were repurchased on any date on which Debt shall be required to be determined pursuant to
this Indenture; provided, however, that, if such Redeemable Capital Interests are not then
permitted to be repurchased, the repurchase price shall be the book value of such Redeemable
Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue
discount is the principal amount of such Debt less the remaining unamortized portion of the
original issue discount of such Debt at such time as determined in conformity with GAAP, but such
Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of
any Debt described in clause (vii) is the net amount payable (after giving effect to permitted
set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default
of such Person; (d) the amount of any Debt described in clause (ix)(A) above shall be the maximum
liability under any such Guarantee; (e) the amount of any Debt described in clause (ix)(B) above
shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair
Market Value of such property or other assets; and (f) interest, fees, premium and expenses and
additional payments, if any, will not constitute Debt.




     Notwithstanding the foregoing, in connection with the purchase by the Company or any
Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification
obligations and (y) post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance sheet or such payment is otherwise
contingent; provided, however, that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is
paid within 60 days thereafter.




 -13- 











 





     The amount of Debt of any Person at any date shall be the outstanding balance at such date of
all unconditional obligations as described above and the maximum liability, only upon the
occurrence of the contingency giving rise to the obligations, of any contingent obligations at such
date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at
any time will be the accreted value thereof at such time.



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



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until
a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and,
thereafter, “Depositary” shall mean or include such successor.



     “Disinterested Director” means, with respect to any proposed transaction between (i) the
Company or a Restricted Subsidiary, as applicable, and (ii) an Affiliate thereof (other than the
Company or a Restricted Subsidiary), a member of the Board of Directors of the Company or such
Restricted Subsidiary, as applicable, who would not be a party to, or have a financial interest in,
such transaction and is not an officer, director or employee of, and does not have a financial
interest in, such Affiliate. For purposes of this definition, no person would be deemed not to be
a Disinterested Director solely because such person holds Capital Interests in the Company or is an
employee of the Company.



     “Domestic Restricted Subsidiary” means any Restricted Subsidiary that is formed or otherwise
incorporated in the United States or a state thereof or the District of Columbia.



     “DTC” means The Depository Trust Company.



     “Eligible Bank” means a bank or trust company that (i) is organized and existing under the
laws of the United States of America or Canada, or any state, territory, province or possession
thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust
company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of
which is rated at least “A-2” by Moody’s or at least “A” by S&P.



     “Eligible Cash Equivalents” means any of the following Investments: (i) securities issued or
directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged in support
thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and
certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date
not more than two years after date of acquisition and that the Average Life of all such Investments
is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a
term of not more than 180 days for underlying securities of the types described in clause (i) above
entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United
States or any political subdivision or public instrumentality thereof, provided that such
Investments mature, or are subject to tender at the option of the holder thereof, within 365 days
after the date of acquisition and, at the time of acquisition, have a rating of at least A



-14-









 







from S&P or A-2 from Moody’s (or an equivalent rating by any other nationally recognized
rating agency); (v) commercial paper of any Person other than an Affiliate of the Company and other
than structured investment vehicles, provided that such Investments have one of the two highest
ratings obtainable from either S&P’s or Moody’s and mature within 180 days after the date of
acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank
and demand deposits in any bank or trust company to the extent insured by the Federal Deposit
Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all
of the assets of which comprise Investments of the types described in clauses (i) through (vi); and
(viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds
equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign
currency comparable in credit quality and tender to those referred to in such clauses and
customarily used by corporations for cash management purposes in jurisdictions outside the United
States to the extent reasonably required in connection with any business conducted by any
Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the
Company.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same
may be in effect from time to time. References to sections of ERISA shall be construed also to
refer to any successor sections.



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



     “Exchange Notes” has the meaning set forth in the Preamble.



     “Exchange Offer” means an offer that may be made by the Issuer pursuant to the Registration
Rights Agreement to exchange Notes bearing the Restricted Notes Legend for the Exchange Notes.



     “Exchange Offer Registration Statement” has the meaning given to such term in the Registration
Rights Agreement.



     “Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”



     “Fair Market Value” means, with respect to the consideration received or paid in any
transaction or series of transactions, the fair market value thereof as determined in good faith by
the Company. In the case of a transaction between the Company or a Restricted Subsidiary, on the
one hand, and a Receivable Subsidiary, on the other hand, if the Board of Directors determines in
its sole discretion that such determination is appropriate, a determination as to Fair Market Value
may be made at the commencement of the transaction and be applicable to all dealings between the
Receivable Subsidiary and the Company or such Restricted Subsidiary during the course of such
transaction.



     “Four Quarter Period” has the meaning set forth in the definition of “Consolidated Fixed
Charge Coverage Ratio” or the definition of “Consolidated Secured Leverage Ratio”, as applicable.



-15-









 





     “GAAP” means generally accepted accounting principles in the United States, consistently
applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board, or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United States, which are in
effect as of the Issue Date.



     “Global Note Legend” means the legend identified as such in Section 2.6(e)(ii) hereto.



     “Global Notes” means the Notes in global form and registered in the name of the Depositary or
its nominee that are in the form of Exhibit A attached hereto.



     “Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by
endorsement of negotiable instruments for collection in the normal course of business), direct or
indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation,
contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of
any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment (or payment of
damages in the event of non-payment) of all or any part of such Debt of another Person (and
“Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).



     “Guarantor” means any Person that executes a Note Guarantee in accordance with the provisions
of this Indenture and its respective successors and assigns.



     “Hedging Obligations” of any Person means the obligations of such Person pursuant to any
interest rate agreement, currency agreement or commodity agreement, excluding commodity agreements
relating to raw materials used in the ordinary course of the Company’s business.



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



     “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue,
incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in
respect of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided,
however, that a change in GAAP or an interpretation thereunder that results in an obligation of
such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt.
Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed
to be Incurred at the time at which such Person becomes a Subsidiary of the Company. “Incurrence,”
“Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond to the foregoing. A
Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted
Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following
shall not be deemed a separate Incurrence of Debt:




     (1) amortization of debt discount or accretion of principal with respect to a
non-interest-bearing or other discount security;



-16-









 






     (2) the payment of regularly scheduled interest in the form of additional Debt of the
same instrument or the payment of regularly scheduled dividends on Capital Interests in the
form of additional Capital Interests of the same class and with the same terms;




     (3) the obligation to pay a premium in respect of Debt arising in connection with the
issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and




     (4) unrealized losses or charges in respect of Hedging Obligations.



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



     “Initial Purchasers” means Banc of America Securities LLC, Wachovia Capital Markets, LLC,
SunTrust Robinson Humphrey, Inc., Rabo Securities USA, Inc., Deutsche Bank Securities Inc. and
Jefferies & Company, Inc and such other initial purchasers party to the Purchase Agreement entered
into in connection with the offer and sale of the Notes on the Issue Date and any similar purchase
agreement in connection with any Additional Note.



     “Integration Costs” means, with respect to any acquisition, all costs relating to the
integration of the acquired business or operations into the Company’s, including labor costs,
consulting fees, travel costs and any other expenses relating to the integration process.



     “Investment” by any Person means any direct or indirect loan, advance (or other extension of
credit) or capital contribution to (by means of any transfer of cash or other property or assets to
another Person or any other payments for property or services for the account or use of another
Person) another Person, including, without limitation, the following: (i) the purchase or
acquisition of any Capital Interest or other evidence of beneficial ownership in another Person;
(ii) the purchase, acquisition or Guarantee of the Debt of another Person; and (iii) the purchase
or acquisition of the business or assets of another Person substantially as an entirety but shall
exclude: (a) accounts receivable and other extensions of trade credit in accordance with the
Company’s customary practices; (b) the acquisition of property and assets from suppliers and other
vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation,
utility, lease and similar deposits, in the normal course of business.



     “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, in either case, an equivalent rating by any other
Rating Agency.



     “Issue Date” means March 5, 2008, the date on which the initial $200.0 million in aggregate
principal amount of the Notes are originally issued under this Indenture.



     “Issuer” or “Company” means Rock-Tenn Company and any successor thereto.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City
of New York, the city in which the principal Corporate Trust Office of the Trustee is located or at
a place of payment are authorized or required by law, regulation or executive order to remain
closed. If a payment date in a place of payment is a Legal Holiday, payment shall be



-17-









 







made at that place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period.



     “Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed
to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien
(statutory or otherwise), charge, easement, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such
property or other asset (including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the foregoing).



     “Merger” means the merger of Carrier Merger Sub, Inc. and Southern Container Corp. pursuant
to the Merger Documents.



     “Merger Documents” means the Agreement and Plan of Merger, dated as of January 10, 2008, among
Rock-Tenn Company, Carrier Merger Sub, Inc. and Southern Container Corp.



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



     “Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash
Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person
incurred in connection with such a sale, including, without limitation, all legal, accounting,
title and recording tax expenses, commissions and other fees and expenses incurred and all federal,
state, foreign and local taxes arising in connection with such an Asset Sale that are paid or
required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such
Person on any Debt that is secured by such properties or other assets in accordance with the terms
of any Lien upon or with respect to such properties or other assets or that must, by the terms of
such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by
applicable law, be repaid to any other Person (other than the Company or a Restricted Subsidiary
thereof) in connection with such Asset Sale; and (iii) all contractually required distributions and
other payments made to minority interest holders in Restricted Subsidiaries of such Person as a
result of such transaction; provided, however, that: (a) in the event that any consideration for
an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to
be held in escrow pending determination of whether a purchase price adjustment will be made or
(II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such
consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is
released to such Person from escrow or otherwise; and (b) any non-cash consideration received in
connection with any transaction, which is subsequently converted to cash, shall become Net Cash
Proceeds only at such time as it is so converted.



     “Non-Recourse Receivable Subsidiary Indebtedness” has the meaning set forth in the definition
of “Receivable Subsidiary.”



     “Note Custodian” means the Trustee when serving as custodian for the Depositary with respect
to the Global Notes, or any successor entity thereto.



-18-









 





     “Note Guarantee” means any guarantee of the Notes by any Guarantor pursuant to this Indenture.



     “Notes” has the meaning set forth in the preamble to this Indenture.



     “Obligations” means any principal, premium, 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), penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of credit and bankers’
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 Debt.



     “Offer” has the meaning set forth in the definition of “Offer to Purchase.”



     “Offer to Purchase” means a written offer (the “Offer”) sent by the Company by first class
mail, postage prepaid, to each Holder at its address appearing in the Note Register on the date of
the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such
Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture).
Unless otherwise required by applicable law, the offer shall specify an expiration date (the
“Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of
applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer
and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after
the Expiration Date. The Company shall notify the Trustee at least 15 days (or such shorter period
as is acceptable to the Trustee) prior to the mailing of the Offer of the Company’s obligation to
make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer
to Purchase. The Offer shall also state:




     (1) the Section of this Indenture pursuant to which the Offer to Purchase is being
made;




     (2) the Expiration Date and the Purchase Date;




     (3) the aggregate principal amount of the outstanding Notes offered to be purchased
pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such
amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase)
(the “Purchase Amount”);




     (4) the purchase price to be paid by the Company for each $2,000 principal amount of
Notes (and integral multiples of $1,000 in excess thereof) accepted for payment (as
specified pursuant to this Indenture) (the “Purchase Price”);




     (5) that the Holder may tender all or any portion of the Notes registered in the name
of such Holder and that any portion of a Note tendered must be tendered in a



-19-









 







minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess
thereof);




     (6) the place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase, if applicable;




     (7) that, unless the Company defaults in making such purchase, any Note accepted for
purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the
Purchase Date, but that any Note not tendered or tendered but not purchased by the Company
pursuant to the Offer to Purchase will continue to accrue interest at the same rate;




     (8) that, on the Purchase Date, the Purchase Price will become due and payable upon
each Note accepted for payment pursuant to the Offer to Purchase;




     (9) that each Holder electing to tender a Note pursuant to the Offer to Purchase will
be required to surrender such Note or cause such Note to be surrendered at the place or
places set forth in the Offer prior to the close of business on the Expiration Date (such
Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing);




     (10) that Holders will be entitled to withdraw all or any portion of Notes tendered if
the Company (or its paying agent) receives, not later than the close of business on the
Expiration Date, a facsimile transmission or letter setting forth the name of the Holder,
the aggregate principal amount of the Notes the Holder tendered, the certificate number of
the Note the Holder tendered and a statement that such Holder is withdrawing all or a
portion of his tender;




     (11) that (a) if Notes having an aggregate principal amount less than or equal to the
Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the
Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount
in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to
Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the
Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so
that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000
in excess thereof shall be purchased); and




     (12) if applicable, that, in the case of any Holder whose Note is purchased only in
part, the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder, in the aggregate principal amount equal to and in
exchange for the unpurchased portion of the aggregate principal amount of the Notes so
tendered.



-20-









 





     “Offering Memorandum” means the offering memorandum related to the issuance of the Initial
Notes on the Issue Date, dated February 28, 2008.



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



     “Officers’ Certificate” means a certificate signed by two Officers of the Company or a
Guarantor, as applicable, one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of the Company or such Guarantor, as
applicable.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, and which opinion shall be addressed to the Trustee in its capacity as such, and shall
comply with any applicable provisions herein. The counsel may be an employee of or counsel to the
Company or any Subsidiary of the Company.



     “Participant” means, with respect to DTC, a Person who has an account with DTC.



     “Paying Agent” means any Person authorized by the Issuer to pay the principal of, premium, if
any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or
similar payment with respect to, any Notes on behalf of the Issuer.



     “Permitted Business” means any business similar in nature to any business conducted by the
Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary,
incidental, complementary or related to, or a reasonable extension, development or expansion of,
the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each
case, as determined in good faith by the Company.



     “Permitted Debt” means




     (i) Debt Incurred pursuant to any Credit Facilities in an aggregate principal amount at
any one time outstanding not to exceed (x) $1,400.0 million minus (y) (A) any amounts
Incurred and outstanding pursuant to a Qualified Receivables Transaction permitted under
clause (xvi) below and (B) with respect to clause (x) above any amount used to permanently
repay such Obligations (or permanently reduce commitments with respect thereto) pursuant to
Section 4.10;




     (ii) Debt under the Notes issued on the Issue Date (and any Exchange Notes pursuant to
the Registration Rights Agreement) and contribution, indemnification and reimbursement
obligations owed by the Company or any Guarantor to any of the other of them in respect of
amounts paid or payable on such Notes;




     (iii) Guarantees of the Notes (and any Exchange Notes pursuant to the Registration
Rights Agreement);



-21-









 






     (iv) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date
(other than clause (i), (ii) or (iii) above);




     (v) Debt owed to and held by the Company or a Restricted Subsidiary;




     (vi) Guarantees Incurred by the Company of Debt of a Restricted Subsidiary otherwise
permitted to be incurred under this Indenture;




     (vii) Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted
Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under the Credit
Agreement, provided that (a) such Debt is Permitted Debt or is otherwise Incurred in
accordance with Section 4.9 hereof and (b) such Guarantees are subordinated to the Notes to
the same extent as the Debt being guaranteed;




     (viii) Debt incurred in respect of workers’ compensation claims and self-insurance
obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty,
release, appeal, surety and similar bonds, letters of credit for operating purposes and
completion guarantees provided or incurred (including Guarantees thereof) by the Company or
a Restricted Subsidiary in the ordinary course of business;




     (ix) Debt under Swap Contracts and Hedging Obligations;




     (x) Debt owed by the Company to any Restricted Subsidiary, provided that if for any
reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable,
such Debt shall cease to be Permitted Debt and shall be deemed Incurred as Debt of the
Company for purposes of this Indenture;




     (xi) Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease
Obligations and Purchase Money Debt, provided that the aggregate principal amount of such
Debt outstanding at any time may not exceed $100.0 million in the aggregate;




     (xii) Debt arising from agreements of the Company or a Restricted Subsidiary providing
for indemnification, contribution, earnout, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the acquisition or
disposition of any business, assets or Capital Interests of a Restricted Subsidiary
otherwise permitted under this Indenture;




     (xiii) the issuance by any of the Company’s Restricted Subsidiaries to the Company or
to any of its Restricted Subsidiaries of shares of Preferred Interests; provided, however,
that:




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



-22-









 






     (b) any sale or other transfer of any such Preferred Interests to a Person that
is not either the Company or a Restricted Subsidiary;




shall be deemed, in each case, to constitute an issuance of such Preferred Interests by such
Restricted Subsidiary that was not permitted by this clause (xiii);




     (xiv) Debt 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, however, that such Debt is extinguished within five Business Days of
Incurrence;




     (xv) Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant
to this definition, in an aggregate principal amount not to exceed $100.0 million at any
time outstanding;




     (xvi) Purchase Money Notes Incurred by any Receivable Subsidiary that is a Restricted
Subsidiary in a Qualified Receivables Transaction and Non-Recourse Receivable Subsidiary
Indebtedness; and




     (xvii) Refinancing Debt.



     Notwithstanding anything herein to the contrary, Debt permitted under clauses (i), (ii), (xi)
and (xv) of this definition of “Permitted Debt” shall not constitute “Refinancing Debt” under
clause (xvii) of this definition of “Permitted Debt.”



     “Permitted Investments” means:




     (a) Investments in existence on the Issue Date (excluding investments in existence on
the Issue Date to the extent also permitted under clause (r) below);




     (b) Investments required pursuant to any agreement or obligation of the Company or a
Restricted Subsidiary, in effect on the Issue Date, to make such Investments;




     (c) Investments in cash and Eligible Cash Equivalents;




     (d) Investments in property and other assets, owned or used by the Company or any
Restricted Subsidiary in the normal course of business;




     (e) Investments by the Company or any of its Restricted Subsidiaries in the Company or
any Restricted Subsidiary;




     (f) Investments by the Company or any Restricted Subsidiary in a Person, if as a result
of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys substantially all
of its assets to, or is liquidated or wound-up into, the Company or a Restricted Subsidiary;



-23-









 






     (g) Swap Contracts and Hedging Obligations;




     (h) receivables owing to the Company or any of its Subsidiaries and advances to
suppliers, in each case if created, acquired or made in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms;




     (i) Investments received in settlement of obligations owed to the Company or any
Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the
foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary;




     (j) Investments by the Company or any Restricted Subsidiary not otherwise permitted
under this definition, in an aggregate amount not to exceed $125.0 million at any one time
outstanding;




     (k) Investments in Solvay Paperboard LLC to the extent required to satisfy contractual
obligations in the SPLLC Notes, as such obligations exist on the Issue Date;




     (l) loans and advances (including for travel and relocation) to employees in an amount
not to exceed $5.0 million in the aggregate at any one time outstanding;




     (m) Investments the payment for which consists solely of Capital Interests of the
Company;




     (n) any Investment in any Person to the extent such Investment represents the non-cash
portion of the consideration received in connection with an Asset Sale consummated in
compliance with Section 4.10 or any other disposition of property not constituting an Asset
Sale;




     (o) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business and consistent with past practice;




     (p) guarantees by the Company or any Restricted Subsidiary of Debt of the Company or a
Restricted Subsidiary (other than a Receivable Subsidiary) of Debt otherwise permitted by
Section 4.9;




     (q) any Investment by the Company or any Restricted Subsidiary in a Receivable
Subsidiary or any Investment by a Receivable Subsidiary in any other Person in connection
with a Qualified Receivables Transaction, so long as any Investment in a Receivable
Subsidiary is in the form of a Purchase Money Note or an Investment in Capital Interests;
and




     (r) Investments in Permitted Joint Ventures.



     “Permitted Joint Ventures” means, collectively, (i) RTS Packaging, LLC, (ii) Seven Hills
Paperboard, LLC, (iii) GraphCorr LLC, (iv) Greenpine Road LLC, (v) Pohlig Bros., LLC,



-24-









 




(vi) Schiffenhaus California LLC, (vii) Schiffenhaus Canada Inc., (viii) Quality Packaging
Specialists International, LLC, (ix) Display Source Alliance, LLC and (x) other joint ventures;
provided, however, that the aggregate amount of the Company’s Investments in joint ventures
described in the foregoing clauses does not exceed at any time outstanding the sum of (A) the
amount of the Investments existing on the Issue Date, plus (B) $100.0 million.




     “Permitted Liens” means:




     (a) Liens existing at the Issue Date (including Liens securing the Company’s
5.625% Notes due March 2013 and 8.20% Notes due August 2011);




     (b) Liens that secure Credit Facilities incurred pursuant to clause (i) of the
definition of “Permitted Debt” and/or the provisions described in the first paragraph of
Section 4.9 (and, in each case, any related Hedging Obligations and Swap Contracts permitted
under the agreement related thereto) in an aggregate principal amount not to exceed the
greater of (x) $1,400.0 million and (y) an amount that does not cause the Consolidated
Secured Leverage Ratio to exceed 3.00:1.0;




     (c) any Lien for taxes or assessments or other governmental charges or levies not then
due and payable (or which, if due and payable, are being contested in good faith and for
which adequate reserves are being maintained, to the extent required by GAAP);




     (d) any warehousemen’s, materialmen’s, landlord’s or other similar Liens arising by law
for sums not then due and payable (or which, if due and payable, are being contested in good
faith and with respect to which adequate reserves are being maintained, to the extent
required by GAAP);




     (e) survey exceptions, 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 similar 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 do not individually or in the aggregate materially
adversely affect the value of the Company or materially impair the operation of the business
of such Person;




     (f) pledges or deposits (i) in connection with workers’ compensation, unemployment
insurance and other types of statutory obligations or the requirements of any official body;
(ii) to secure the performance of tenders, bids, surety or performance bonds, leases,
purchase, construction, sales or servicing contracts (including utility contracts) and other
similar obligations Incurred in the normal course of business consistent with industry
practice; (iii) to obtain or secure obligations with respect to letters of credit,
Guarantees, bonds or other sureties or assurances given in connection with the activities
described in clauses (i) and (ii) above, in each case not Incurred or made in connection
with the borrowing of money, the obtaining of advances or credit or the payment of the
deferred purchase price of property or services or imposed by ERISA or the Code in
connection with a “plan” (as defined in ERISA); or (iv) arising in connection with any



-25-









 







attachment unless such Liens shall not be satisfied or discharged or stayed pending
appeal within 60 days after the entry thereof or the expiration of any such stay;




     (g) Liens on property or assets of a Person existing at the time such Person is merged
with or into or consolidated with the Company or a Restricted Subsidiary, or becomes a
Restricted Subsidiary (and not created or Incurred in anticipation of such transaction),
provided that such Liens are not extended to the property and assets of the Company and its
Restricted Subsidiaries other than the property or assets acquired;




     (h) Liens securing Debt of a Restricted Subsidiary owed to and held by the Company or a
Restricted Subsidiary thereof;




     (i) for the avoidance of doubt, other Liens (not securing Debt) incidental to the
conduct of the business of the Company or any of its Restricted Subsidiaries, as the case
may be, or the ownership of their assets which do not individually or in the aggregate
materially adversely affect the value of the Company or materially impair the operation of
the business of the Company or its Restricted Subsidiaries;




     (j) Liens to secure any permitted extension, renewal, refinancing or refunding (or
successive extensions, renewals, refinancings or refundings), in whole or in part, of any
Debt secured by Liens referred to in clauses (a), (b), (g), (j), (q) and (w) hereof;
provided that such Liens do not extend to any other property or assets and the principal
amount of the obligations secured by such Liens is not increased;




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




     (l) licenses of intellectual property granted in the ordinary course of business;




     (m) Liens to secure Capital Lease Obligations and Purchase Money Debt permitted to be
incurred pursuant to clause (xi) of the definition of “Permitted Debt”; provided that such
Liens do not extend to or cover any assets other than such assets acquired or constructed
after the Issue Date with the proceeds of such Capital Lease Obligation or Purchase Money
Debt;




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




     (o) Liens upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligation in respect of banker’s acceptances issued or created in
the ordinary course of business for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;




     (p) Liens securing Debt Incurred to finance the construction, purchase or lease of, or
repairs, improvements or additions to, property, plant or equipment of such Person;
provided, however, that the Lien may not extend to any property owned by such Person or any
of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and



-26-









 







property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other
than any interest thereon) secured by the Lien may not be Incurred more than 180 days after
the later of the acquisition, completion of construction, repair, improvement, addition or
commencement of full operation of the property subject to the Lien;




     (q) Liens on property or shares of Capital Interests of another Person at the time such
other Person becomes a Subsidiary of such Person; provided, however, that (i) the Liens may
not extend to any other property owned by such Person or any of its Restricted Subsidiaries
(other than assets and property affixed or appurtenant thereto) and (ii) such Liens are not
created or incurred in connection with, or in contemplation of, such other Person becoming
such a Restricted Subsidiary;




     (r) Liens (i) that are contractual rights of set-off (A) relating to the establishment
of depository relations with banks not given in connection with the issuance of Debt,
(B) relating to pooled deposit or sweep accounts of the Company or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash
management activities incurred in the ordinary course of business of the Company and/or any
of its Restricted Subsidiaries or (C) 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 and (ii) of a collection bank arising under Section 4-210 of the
Uniform Commercial Code on items in the course of collection, (Y) encumbering reasonable
customary initial deposits and margin deposits and attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business, and (Z) in favor of
banking institutions arising as a matter of law or pursuant to customary account agreements
encumbering deposits (including the right of set-off) and which are within the general
parameters customary in the banking industry;




     (s) Liens securing judgments for the payment of money not constituting an Event of
Default under clause (7) of Section 6.1 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;




     (t) 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 Restricted Subsidiaries and do not secure any Debt;




     (u) any interest of title of an owner of equipment or inventory on loan or consignment
to the Company or any of its Restricted Subsidiaries and Liens arising from Uniform
Commercial Code financing statement filings regarding operating leases entered into by the
Company or any Restricted Subsidiary in the ordinary course of business;




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




     (w) Liens securing the Notes and the Note Guarantees;



-27-









 






     (x) Liens on the Capital Interests of a Receivable Subsidiary and accounts receivable
and related assets described in the definition of “Qualified Receivables Transaction”, in
each case, incurred in connection with a Qualified Receivables Transaction;




     (y) Liens securing Hedging Obligations and Swap Contracts so long as any related Debt
is permitted to be Incurred under this Indenture;




     (z) options, put and call arrangements, rights of first refusal and similar rights
relating to Investments in joint ventures, partnerships and the like permitted to be made
under this Indenture;




     (aa) Liens not otherwise permitted under this Indenture in an aggregate amount not to
exceed $125.0 million; and




     (bb) Liens that secure the letter of credit facility described under clause (c) of the
definition of “SPLLC Notes.”



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



     “Preferred Interests,” as applied to the Capital Interests in any Person, means Capital
Interests in such Person of any class or classes (however designated) that rank prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of Common Interests in such
Person.



     “Purchase Agreement” means the purchase agreement dated February 28, 2008 by and among the
Company, the Initial Purchaser and the Guarantors named therein.



     “Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”



     “Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”



     “Purchase Money Debt” means Debt




     (i) Incurred to finance the purchase or construction (including additions and
improvements thereto) of any assets (other than Capital Interests) of such Person or any
Restricted Subsidiary; and




     (ii) that is secured by a Lien on such assets where the lender’s sole security is to
the assets so purchased or constructed; and


in either case that does not exceed 100% of the cost and to the extent the purchase or construction
prices for such assets are or should be included in “addition to property, plant or equipment” in
accordance with GAAP.




-28-









 








     “Purchase Money Note” means a promissory note of a Receivable Subsidiary to the Company or any
Restricted Subsidiary, which note must be repaid from cash available to the Receivable Subsidiary,
other than amounts required to be established as reserves pursuant to agreements, amounts paid to
investors in respect of interest, principal and other amounts owing to such investors and amounts
paid in connection with the purchase of newly generated receivables. The repayment of a Purchase
Money Note may be subordinated to the repayment of other liabilities of the Receivable Subsidiary
on terms determined in good faith by the Company to be substantially consistent with market
practice in connection with Qualified Receivables Transactions.



     “Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”



     “Qualified Capital Interests” in any Person means a class of Capital Interests other than
Redeemable Capital Interests.



     “Qualified Equity Offering” means (i) an underwritten public equity offering of Qualified
Capital Interests pursuant to an effective registration statement under the Securities Act yielding
gross proceeds to either of the Company, or any direct or indirect parent company of the Company,
of at least $25.0 million or (ii) a private equity offering of Qualified Capital Interests of the
Company, or any direct or indirect parent company of the Company other than (x) any such public or
private sale to an entity that is an Affiliate of the Company and (y) any public offerings
registered on Form S-8; provided that, in the case of an offering or sale by a direct or indirect
parent company of the Company, such parent company contributes to the capital of the Company the
portion of the net cash proceeds of such offering or sale necessary to pay the aggregate
Redemption Price (plus accrued interest to the redemption date) of the Notes to be redeemed
pursuant to Section 3.7.



     “Qualified Receivables Transaction” means any transaction or series of transactions entered
into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such
Restricted Subsidiary transfers to (a) a Receivable Subsidiary (in the case of a transfer by the
Company or any of its Restricted Subsidiaries) or (b) any other Person (in the case of a transfer
by a Receivable Subsidiary), or grants a security interest in, any accounts receivable (whether now
existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any
assets related thereto, including, without limitation, all collateral securing such accounts
receivable, all contracts and all Guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are customarily transferred
or in respect of which security interests are customarily granted in connection with an accounts
receivable financing transaction; provided such transaction is on market terms as determined in
good faith by the Company at the time the Company or such Restricted Subsidiary enters into such
transaction.



     “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.



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     “Receivable Subsidiary” means a Subsidiary of the Company:




     (1) that is formed solely for the purpose of, and that engages in no activities other
than activities in connection with, financing accounts receivable of the Company and/or its
Restricted Subsidiaries;




     (2) that is designated by the Board of Directors as a Receivable Subsidiary pursuant to
an Officers’ Certificate that is delivered to the Trustee;




     (3) that is either (a) a Restricted Subsidiary or (b) an Unrestricted Subsidiary
designated in accordance with Section 4.18;




     (4) no portion of the Debt or any other obligation (contingent or otherwise) of which
(a) is at any time Guaranteed by the Company or any Restricted Subsidiary (excluding
Guarantees of obligations (other than any Guarantee of Debt) pursuant to Standard
Securitization Undertakings), (b) is at any time recourse to or obligates the Company or any
Restricted Subsidiary in any way, other than pursuant to Standard Securitization
Undertakings, or (c) subjects any asset of the Company or any other Restricted Subsidiary of
the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings (such Debt, “Non-Recourse
Receivable Subsidiary Indebtedness”);




     (5) with which neither the Company nor any Restricted Subsidiary has any material
contract, agreement, arrangement or understanding other than (a) contracts, agreements,
arrangements and understandings entered into in the ordinary course of business on terms no
less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of the Company in connection with
a Qualified Receivables Transaction as determined in good faith by the Board of Directors of
the Company, (b) fees payable in the ordinary course of business in connection with
servicing accounts receivable in connection with such a Qualified Receivables Transaction as
determined in good faith by the Board of Directors of the Company and (c) any Purchase Money
Note issued by such Receivable Subsidiary to the Company or a Restricted Subsidiary; and




     (6) with respect to which neither the Company nor any other Restricted Subsidiary has
any obligation (a) to subscribe for additional shares of Capital Interests therein or make
any additional capital contribution or similar payment or transfer thereto except in
connection with a Qualified Receivables Transaction or (b) to maintain or preserve the
solvency or any balance sheet term, financial condition, level of income or results of
operations thereof.



     “Redeemable Capital Interests” in any Person means any equity security of such Person that by
its terms (or by terms of any security into which it is convertible or for which it is
exchangeable), or otherwise (including the passage of time or the happening of an event), is
required to be redeemed, is redeemable at the option of the holder thereof in whole or in part
(including by operation of a sinking fund), or is convertible or exchangeable for Debt of such



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Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated
Maturity of the Notes; provided that only the portion of such equity security which is required to
be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder
thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the
preceding sentence, any equity security that would constitute Redeemable Capital Interests solely
because the holders of the equity security have the right to require the Company to repurchase such
equity security upon the occurrence of a change of control or an asset sale will not constitute
Redeemable Capital Interests if the terms of such equity security provide that the Company may not
repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or
redemption complies with Section 4.7. The amount of Redeemable Capital Interests deemed to be
outstanding at any time for purposes of this Indenture will be the maximum amount that the Company
and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof,
exclusive of accrued dividends.



     “Redemption Price,” when used with respect to any Note to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.



     “Refinancing Debt” means Debt that refunds, refinances, renews, replaces or extends any Debt
permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this
Indenture, whether involving the same or any other lender or creditor or group of lenders or
creditors, but only to the extent that




     (i) the Refinancing Debt is subordinated to the Notes to at least the same extent as
the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,




     (ii) the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt
being refunded, refinanced or extended or (b) at least 91 days after the maturity date of
the Notes,




     (iii) the Refinancing Debt has an Average Life at the time such Refinancing Debt is
Incurred that is equal to or greater than the Average Life of the Debt being refunded,
refinanced, renewed, replaced or extended,




     (iv) such Refinancing Debt is in an aggregate principal amount that is less than or
equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt
issued with original issue discount, as such) then outstanding under the Debt being
refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid
interest, if any, and premiums owed, if any, not in excess of preexisting prepayment
provisions on such Debt being refunded, refinanced, renewed, replaced or extended and
(c) the amount of reasonable and customary fees, expenses and costs related to the
Incurrence of such Refinancing Debt, and




     (v) such Refinancing Debt is Incurred by the same Person (or its successor) that
initially Incurred the Debt being refunded, refinanced, renewed, replaced or



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extended, except that the Company may Incur Refinancing Debt to refund, refinance, renew,
replace or extend Debt of any Restricted Subsidiary of the Company;


provided that clauses (i), (ii), (iii) and (v) shall not apply with respect to the SPLLC Notes.




     “Registration Rights Agreement” means the Registration Rights Agreement, to be dated the date
of this Indenture, among the Company, the Guarantors and the Initial Purchasers and any similar
agreement entered into in connection with any Additional Notes.



     “Related Business Assets” means assets (other than cash or Eligible Cash Equivalents) used or
useful in a Permitted 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 of securities of a Person, unless upon
receipt of the securities of such Person, such Person would become a Restricted Subsidiary.



     “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 Global Note” means a Global Note that is a Restricted Note.



     “Restricted Note” has the meaning set forth in Rule 144(a)(3) under the Securities Act for the
term “restricted securities”; provided, however, that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.
Restricted Notes are required to bear the Restricted Notes Legend.



     “Restricted Notes Legend” means the legend identified as such in Section 2.6(e)(i) hereto.



     “Restricted Payment” is defined to mean any of the following:




     (a) any dividend or other distribution declared and paid on the Capital Interests in
the Company or on the Capital Interests in any Restricted Subsidiary of the Company that are
held by, or declared and paid to, any Person other than the Company or a Restricted
Subsidiary of the Company (other than




     (i) dividends, distributions or payments made solely in Qualified Capital
Interests in the Company and




     (ii) dividends or distributions payable to the Company or a Restricted
Subsidiary of the Company or to other holders of Capital Interests of a Restricted
Subsidiary on a pro rata basis);



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     (b) any payment made by the Company or any of its Restricted Subsidiaries to purchase,
redeem, acquire or retire any Capital Interests in the Company (including the conversion
into, or exchange for, Debt of any Capital Interests) other than any such Capital Interests
owned by the Company or any Restricted Subsidiary (other than a payment made solely in
Qualified Capital Interests in the Company);




     (c) any payment made by the Company or any of its Restricted Subsidiaries (other than a
payment made solely in Qualified Capital Interests in the Company) to redeem, repurchase,
defease (including an in substance or legal defeasance) or otherwise acquire or retire for
value (including pursuant to mandatory repurchase covenants), prior to any scheduled
maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any
Guarantor that is subordinate in right of payment to the Notes or Note Guarantees (excluding
any Debt owed to the Company or any Restricted Subsidiary); except payments of principal and
interest in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case, within one year of the due date thereof;




     (d) any Investment by the Company or a Restricted Subsidiary in any Person, other than
a Permitted Investment; and




     (e) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary;


provided, however, the payments in connection with the Transactions contemplated in the Offering
Memorandum shall not constitute “Restricted Payments.”




     “Restricted Subsidiary” means any Subsidiary that has not been designated as an “Unrestricted
Subsidiary” in accordance with this Indenture.



     “Sale and Leaseback Transaction” means any direct or indirect arrangement pursuant to which
property is sold or transferred by the Company or a Restricted Subsidiary and is thereafter leased
back as a capital lease by the Company or a Restricted Subsidiary.



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



     “Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the
Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.



     “SPLLC Notes” means, collectively, (a) the Solid Waste Disposal Facility Revenue Refunding
Bonds (Solvay Paperboard LLC Project) issued by Onondaga County Industrial Development Agency (New
York) on November 1, 1998, (b) the Series 2000A, Series 2001 and Series 2002 Variable Rate Demand
Solid Waste Disposal Facility Revenue Bonds (Solvay Paperboard LLC Project) issued by Onondaga
County Industrial Development Agency (New York) on December 1, 2000, December 6, 2001 and
November 7, 2002, respectively, and (c) the letter of credit facility securing the bonds described
in clause (b) of this definition.



     “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business.



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     “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary
in an accounts receivable securitization transaction as determined in good faith by the Company,
including Guarantees by the Company or any Restricted Subsidiary of any of the foregoing
obligations of the Company or a Restricted Subsidiary.



     “Stated Maturity,” when used with respect to (i) any Note or any installment of interest
thereon, means the date specified in such Note as the fixed date on which the principal amount of
such Note or such installment of interest is due and payable and (ii) any other Debt or any
installment of interest thereon, means the date specified in the instrument governing such Debt as
the fixed date on which the principal of such Debt or such installment of interest is due and
payable.



     “Subsidiary” means, with respect to any Person, any corporation, limited or general
partnership, trust, association or other business entity of which an aggregate of at least a
majority of the outstanding Capital Interests therein is, at the time, directly or indirectly,
owned by such Person and/or one or more Subsidiaries of such Person.



     “Subsidiary Guarantor” means each Subsidiary of the Company that is a Guarantor.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including, without limitation, any fuel price caps and fuel price collar or floor agreements and
similar agreements or arrangements designed to protect against or manage fluctuations in fuel
prices and any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in
effect on the date hereof.



     “Transaction Date” has the meaning set forth in the definition of “Consolidated Fixed Charge
Coverage Ratio” or the definition of “Consolidated Secured Leverage Ratio”, as applicable.



-34-









 





     “Transactions” means (i) the Merger, (ii) the offering of the Notes, (iii) the borrowing of up
to $1.2 billion under the Credit Agreement and (iv) the repayment of all amounts outstanding under
the Company’s existing credit facilities, and the transactions related thereto.



     “Treasury Rate” means with respect to the Notes, as of the applicable 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 such 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 such redemption date to March 15, 2012;
provided, however, that if the period from such redemption date to March 15, 2012 is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.



     “Trustee” has the meaning set forth in the preamble to this Indenture until a successor
replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means
the successor.



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



     “Unrestricted Global Note” means a Global Note that is an Unrestricted Note.



     “Unrestricted Notes” means one or more Notes that do not and are not required to bear the
Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered
under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.



     “Unrestricted Subsidiary” means:




     (1) any Subsidiary designated as such by an Officers’ Certificate as set forth below
where neither the Company nor any of its Restricted Subsidiaries (i) provides credit support
for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary
(including any undertaking, agreement or instrument evidencing such Debt, but excluding in
the case of a Receivable Subsidiary any Standard Securitization Undertakings and further
excluding other Debt under which the lender has recourse to the Company or any Restricted
Subsidiary or to any of their assets that does not exceed $15 million in the aggregate) or
(ii) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of
such Subsidiary (except in the case of a Receivable Subsidiary any Standard Securitization
Undertakings);




     (2) any Subsidiary of an Unrestricted Subsidiary; and




     (3) any Subsidiary that is a Permitted Joint Venture.



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     “Voting Interests” means, with respect to any Person, securities of any class or classes of
Capital Interests in such Person entitling the holders thereof generally to vote on the election of
members of the Board of Directors or comparable body of such Person.



     SECTION 1.2 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Affiliate Transaction”

	 	 	4.11	 
	“Agent Members”

	 	 	2.6	 
	“Change of Control Offer”

	 	 	4.14	 
	“Change of Control Payment”

	 	 	4.14	 
	“covenant defeasance”

	 	 	8.3	 
	“Covenant Suspension Event”

	 	 	4.20	 
	“defeasance”

	 	 	8.2	 
	“Discharge”

	 	 	8.2	 
	“Event of Default”

	 	 	6.1	 
	“Excess Proceeds”

	 	 	4.10	 
	“Expiration Date”

	 	 	3.9	 
	“Note Register”

	 	 	2.3	 
	“Offer Amount”

	 	 	3.9	 
	“Purchase Date”

	 	 	3.9	 
	“QIB”

	 	 	2.1	 
	“QIB Global Note”

	 	 	2.1	 
	“redemption date”

	 	 	3.1	 
	“Registrar”

	 	 	2.3	 
	“Regulation S”

	 	 	2.1	 
	“Regulation S Global Note”

	 	 	2.1	 
	“Reversion Date”

	 	 	4.20	 
	“Rule 144A”

	 	 	2.1	 
	“Surviving Entity”

	 	 	5.1	 
	“Suspended Covenants”

	 	 	4.20	 
	“Suspension Period”

	 	 	4.20	 






SECTION 1.3 Incorporation by Reference of Trust Indenture Act.




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



     The following TIA term used in this Indenture has the following meaning:




     “obligor” on the Notes means the Issuer, the Guarantors and any successor obligor upon
the Notes.



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



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SECTION 1.4 Rules of Construction.




     Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;




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




     (5) unless otherwise specified, any reference to a Section or an Article refers to such
Section or Article of this Indenture;




     (6) provisions apply to successive events and transactions;




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




     (8) for the avoidance of doubt, any references to “interest” shall include any
Additional Interest that may be payable.



ARTICLE II




THE NOTES




SECTION 2.1 Form and Dating.



     (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes initially shall be issued only in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof.



     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, 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 issued initially in the form of one or more Global Notes substantially in
the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of
the



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Notes represented thereby with the Trustee as Note Custodian, and registered in the name of
the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided.



     Each Global Note shall represent such of the outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate amount of outstanding Notes from time
to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and
transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the
Note Custodian, at the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.6 hereof.



     Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and
not in part, only to another nominee of the Depositary or to a successor of the Depositary or its
nominee.



     (b) The Initial Notes are being issued by the Issuer only (i) to “qualified institutional
buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in
reliance on Regulation S under the Securities Act (“Regulation S”). After such initial offers,
Initial Notes that are Restricted Notes may be transferred to QIBs, in reliance on Rule 144A,
outside the United States pursuant to Regulation S or to the Company, in accordance with certain
transfer restrictions. Initial Notes that are offered in reliance on Rule 144A shall be issued in
the form of one or more permanent Global Notes substantially in the form set forth in Exhibit
A (the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered
in offshore transactions in reliance on Regulation S shall be issued in the form of one or more
Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global
Note”) deposited with the Trustee, as Note Custodian, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The QIB Global Note and the Regulation S
Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of
each Global Note may from time to time be increased or decreased by adjustments made on the records
of the Trustee, as Note Custodian. Transfers of Notes between QIBs and to or by purchasers
pursuant to Regulation S shall be represented by appropriate increases and decreases to the
respective amounts of the appropriate Global Notes, as more fully provided in Section 2.16.



     (c) Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the
Depositary.



     The Issuer shall execute and the Trustee shall, in accordance with Section 2.1(b) and this
Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name
of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to
the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Note
Custodian.



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     Participants shall have no rights either under this Indenture with respect to any Global Note
held on their behalf by the Depositary or by the Note Custodian or under such Global Note, and the
Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as
the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuer, the Trustee or any Agent or other agent of the Issuer or
the Trustee from giving effect to any written certification, proxy or other authorization furnished
by the Depositary or impair, as between the Depositary and its Participants, the operation of
customary practices of such Depositary governing the exercise of the rights of an owner of a
beneficial interest in any Global Note.



     The Trustee shall have no responsibility or obligation to any Holder, any member of (or a
participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its
nominee) or of any participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery of any notice (including any notice of redemption) or the
payment of any amount or delivery of any Notes (or other security or property) under or with
respect to the Notes. The Trustee may rely (and shall be fully protected in relying) upon
information furnished by DTC with respect to its members, participants and any Beneficial Owners in
the Notes.



     (d) Notes issued in certificated form, including Global Notes, shall be substantially in the
form of Exhibit A attached hereto.



SECTION 2.2 Execution and Authentication.




     An Officer shall sign the Notes for the Issuer by manual or facsimile signature.



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



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



     The Trustee shall, upon a written order of the Issuer signed by one Officer directing the
Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the
issuance of the Notes contained herein have been complied with, authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount except as provided in
Section 2.17 hereof.



     The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to
authenticate Notes. Unless limited by the terms of such appointment, 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 the Issuer or an Affiliate of the Issuer.



-39-









 





SECTION 2.3 Registrar; Paying Agent.




     The Issuer shall maintain (i) an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may
be presented for payment to a Paying Agent. The Registrar shall keep a register of the Notes (the
“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more
co-registrars and one or more additional paying agents; provided, however, that at all times there
shall be only one Note Register. The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or
Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. The Issuer or any of its Restricted
Subsidiaries may act as Paying Agent or Registrar.



     The Issuer shall notify the Trustee and the Holders of the name and address of any Agent not a
party to this Indenture. The Issuer or any Guarantor may act as Paying Agent or Registrar. The
Issuer shall enter into an appropriate agency agreement with any Agent not a party to this
Indenture, which shall incorporate the provisions of Section 317(b) of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall
notify the Trustee of the name and address of any such Agent.



     The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and
initially appoints the Corporate Trust Office of the Trustee as the office or agency of the Company
for such purposes and as the office or agency of the Company where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served and the Trustee as the agent of
the Issuer to receive such notices and demands.



     The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes.



SECTION 2.4 Paying Agent to Hold Money in Trust.




     The Issuer 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 the Holders or the Trustee all money held by
the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall
notify the Trustee of any Default by the Issuer 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
Issuer 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 Issuer or a Subsidiary) shall have
no further liability for the money. If the Issuer 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 the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall
serve as Paying Agent for the Notes.



SECTION 2.5 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



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TIA § 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at
least seven (7) Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders, including the aggregate principal
amount of the Notes held by each Holder thereof, and the Issuer shall otherwise comply with TIA §
312(a).



SECTION 2.6 Book-Entry Provisions for Global Securities.




     (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the
Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the
Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e).



     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as
between the Depositary and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.



     (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but
not in part, to the Depositary, its successors or their respective nominees. Interests of
Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately
below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and
procedures of the Depositary. In addition, Certificated Notes shall be transferred to all
Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the Global Notes or the
Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor
depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event
of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is
continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a
Global Note to issue such Certificated Notes.



     (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to
clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to
each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such
Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.



     (d) The registered holder of a Global Note may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interest through Agent Members, to take
any action which a Holder is entitled to take under this Indenture or the Notes.



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




     (i) Private Placement Legend.




     (1) Unless and until (x) a Note is exchanged for an Exchange Note or sold in
connection with an effective shelf registration statement pursuant to the
Registration Rights Agreement or (y) the Company determines and there is delivered
to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee and a
letter of representation of the Company reasonably satisfactory to the Trustee to
the effect that the following legend and the related restrictions on transfer are
not required in order to maintain compliance with the provisions of the Securities
Act, each Global Note and each Certificated Note (and all Notes issued in exchange
therefor or substitution therefor) 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 ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
ACT, (c) OUTSIDE THE UNITED STATES TO NON-U.S. PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (ii) TO THE ISSUER, OR (iii)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET



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FORTH IN (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”




     (ii) Global Note Legend. Each Global Note, whether or not an Exchange Note,
Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the
following form:




     “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.6(e)(iv) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.6(b) 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 ISSUER. 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 (“DTC”) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”




     (iii) Each Global Note shall bear the Global Note Legend on the face thereof.




     (iv) At such time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or cancelled, all Global Notes 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



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Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, 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 the Note Custodian, at
the direction of the Trustee, to reflect such reduction.



     (f) General Provisions Relating to Transfers and Exchanges.



     (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request.



     (ii) No service charge shall be made to a Holder for any registration of transfer or exchange,
but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or
similar governmental charge payable in connection therewith (other than any such stamp or transfer
taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2,
2.10, 3.6, 4.10, 4.14 and 9.5 hereto).



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



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



     (v) [Reserved].



     (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be
affected by notice to the contrary.



     (vii) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with
the provisions of Section 2.2 hereof. Except as provided in Section 2.6(b), neither the Trustee
nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global
Note.



     (viii) Each Holder agrees to provide reasonable indemnity to the Issuer and the Trustee
against any liability that may result from the transfer, exchange or assignment of such Holder’s
Note in violation of any provision of this Indenture and/or applicable United States federal or
state securities law.



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     (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Agent Members or Beneficial Owners of interests in any Global Note) 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.



     (x) Affiliates of the Company are prohibited from taking beneficial interest in one or more
Restricted Global Notes.



SECTION 2.7 Replacement Notes.




     If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall
issue and the Trustee, upon the written order of the Issuer signed by an Officer of the Issuer,
shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the
Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer
and the Trustee may charge for their expenses in replacing a Note.



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



SECTION 2.8 Outstanding Notes.




     The Notes outstanding at any time are all the Notes authenticated by the Trustee 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 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.



     If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.



     If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



     If the Paying Agent (other than the Issuer, 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.



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SECTION 2.9 Treasury Notes.




     In determining whether the Holders of the required aggregate principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the
Issuer 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 shown on the register as being owned shall be so disregarded. Notwithstanding the foregoing,
Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange
offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal
title to such Notes passes to such entity.



SECTION 2.10 Temporary Notes.




     Until Certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall
authenticate temporary Notes upon a written order of the Issuer signed by two Officers of the
Issuer. Temporary Notes shall be substantially in the form of Certificated Notes but may have
variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay,
the Issuer shall prepare and the Trustee shall upon receipt of a written order of the Issuer signed
by two Officers authenticate Certificated Notes in exchange for temporary Notes.



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



SECTION 2.11 Cancellation.




     The Issuer at any time may deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder or which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. All Notes
surrendered for registration of transfer, exchange or payment, if surrendered to any Person other
than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.
Subject to Section 2.7 hereof, the Issuer may not issue new Notes to replace Notes that they have
redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes
held by the Trustee shall be disposed of in accordance with its customary practice, and
certification of their disposal delivered to the Issuer, unless by a written order, signed by an
Officer of the Issuer, the Issuer shall direct that cancelled Notes be returned to it.



SECTION 2.12 Defaulted Interest.




     If the Issuer 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, which date shall be
at the earliest practicable date but in all events at least five (5) Business Days prior to the
payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Issuer
shall fix or cause to be fixed each such special record date and payment date and shall promptly
thereafter notify the Trustee of any such date. At least fifteen (15) days before the special
record date, the Issuer (or the Trustee, in the name and at the expense of the Issuer) shall
deliver or cause to be



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delivered to Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.



SECTION 2.13 Record Date.




     The record date for purposes of determining the identity of Holders entitled to vote or
consent to any action by vote or consent authorized or permitted under this Indenture shall be
determined as provided for in TIA § 316 (c).



SECTION 2.14 Computation of Interest.




     Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve
30-day months.



SECTION 2.15 CUSIP Number.




     The Issuer in issuing the Notes may use a “CUSIP” and/or ISIN or other similar number, and if
it does so, the Company may use the CUSIP and/or ISIN or other similar number in notices of
redemption or exchange as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP and/or ISIN or other similar
number printed in the notice or on the Notes and that reliance may be placed only on the other
identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee of any
change in the CUSIP and/or ISIN or other similar number.



SECTION 2.16 Special Transfer Provisions.




     Unless and until (i) a Restricted Note is exchanged for an Exchange Note or sold in connection
with an effective shelf registration statement pursuant to the Registration Rights Agreement or
(ii) the Restricted Notes Legend is no longer required pursuant to Section 2.6(e), the following
provisions shall apply:




     (a) Transfers to QIBs. The following provisions shall apply with respect to
the registration of any proposed transfer of a Restricted Note (other than pursuant to
Regulation S):




     (i) The Registrar shall register the transfer of a Restricted Note by a Holder
to a QIB if such transfer is being made by a proposed transferor who has provided
the Registrar with (a) an appropriately completed certificate of transfer in the
form attached to the Note and (b) a letter substantially in the form set forth in
Exhibit C hereto.




     (ii) If the proposed transferee is an Agent Member and the Restricted Note to
be transferred consists of an interest in the Regulation S Global Note, upon receipt
by the Registrar of (x) the items required by paragraph (i) above and (y)
instructions given in accordance with the Depositary’s and the Registrar’s
procedures therefor, the Registrar shall reflect on its books and records the date
and an increase in the principal amount of the QIB Global Note in an amount



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equal to the principal amount of the beneficial interest in the Regulation S
Global Note to be so transferred, and the Registrar shall reflect on its books and
records the date and an appropriate decrease in the principal amount of such
Regulation S Global Note.




     (b) Transfers Pursuant to Regulation S. The following provisions shall apply
with respect to registration of any proposed transfer of a Restricted Note pursuant to
Regulation S:




     (i) The Registrar shall register any proposed transfer of a Restricted Note
pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed
certificate of transfer in the form attached to the Note and (b) a letter
substantially in the form set forth in Exhibit D hereto from the proposed
transferor.




     (ii) If the proposed transferee is an Agent Member holding a beneficial
interest in a QIB Global Note and the Restricted Note to be transferred consists of
an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter,
if any, required by paragraph (i) above and (y) instructions in accordance with the
Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the
beneficial interest in the QIB Global Note to be transferred, and the Registrar
shall reflect on its books and records the date and an appropriate decrease in the
principal amount of the QIB Global Note.




     (c) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an
authentication order in accordance with Section 2.2, the Trustee shall authenticate, one or
more Global Notes not bearing the Restricted Notes Legend in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Global Notes that are
Restricted Notes tendered for acceptance in accordance with the Exchange Offer and accepted
for exchange in the Exchange Offer. Concurrently with the issuance of such Global Notes,
the Registrar shall cause the aggregate principal amount of the applicable Restricted Notes
to be reduced accordingly, and the Registrar shall deliver to the Persons designated by the
Holders of Restricted Notes so accepted Global Notes not bearing the Restricted Notes Legend
in the appropriate principal amount.




     (d) Restricted Notes Legend. Upon the transfer, exchange or replacement of
Unrestricted Notes, the Registrar shall deliver Unrestricted Notes that do not bear the
Restricted Notes Legend. Upon the transfer, exchange or replacement of Restricted Notes,
the Registrar shall deliver only Restricted Notes that bear the Restricted Notes Legend
unless the Restricted Notes Legend is no longer required by Section 2.6(e), or the Company
determines and there is delivered to the Trustee an Opinion of Counsel reasonably
satisfactory to the Trustee and a letter of representation of the Issuer reasonably
satisfactory to the Trustee to the effect that neither such legend nor the related
restrictions on



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transfer are required or appropriate in order to ensure that subsequent transfers of
the Notes are effected in compliance with the Securities Act. Upon receipt of such Opinion
of Counsel and letter of representation as provided above, the Trustee shall direct the
Registrar to exchange the Restricted Notes for Unrestricted Notes with such exchange to
occur in accordance with Section 2.16(f) (in the case of Global Notes).




     (e) General. By its acceptance of any Note bearing the Restricted Notes
Legend, each Holder of such a Note acknowledges receipt of a Restricted Note with
restrictions on transfer of such Note set forth in this Indenture and in the Restricted
Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture
until such time as the Restricted Note Legend is no longer required pursuant to Section
2.6(e) and such Holder transfers such a Restricted Note to an Unrestricted Note. The
Registrar shall not register a transfer of any Note unless such transfer complies with the
restrictions on transfer of such Note set forth in this Indenture. In connection with any
transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the
Registrar or the Company such certifications, legal opinions or other information as either
of them may reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements of the
Securities Act until such time as the Restricted Note Legend is no longer required pursuant
to Section 2.6(e) and such Holder transfers such a Restricted Note to an Unrestricted Note;
provided that the Registrar shall not be required to determine (but may rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.




     (f) Mandatory Exchange from Restricted Global Note to Unrestricted Global Note.
Beneficial interests in the Restricted Global Note will be automatically exchanged for
interests in the Unrestricted Global Note on March 5, 2009 if (i) such exchange or transfer
complies with the requirements of Section 2.6(f) above and (ii) the provisions of the second
sentence of Section 2.16(d) hereof would not prohibit the Registrar from delivering Notes
that do not bear a Restricted Notes Legend. Upon satisfaction of the conditions set forth
in the immediately preceding sentence, the Company shall (i) provide notice to this effect
to the Trustee and all Holders; and (ii) deliver an Opinion of Counsel and a letter of
representations reasonably satisfactory to the Trustee pursuant to Section 2.16(d).
Accordingly, the Registrar shall endorse the schedule identified as Schedule A to the
relevant Global Notes to reflect the relevant increase or decrease in the principal amount
of such Global Note resulting from the applicable transfer and provide the Depositary with
all such information as is necessary for the Depositary to appropriately credit and debit
the relevant Holder accounts. If the principal amount of any Restricted Global Note is
decreased to zero dollars, such Note shall be cancelled.



     The Registrar shall retain copies of all letters, notices and other written communications
received pursuant to this Section 2.16.



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SECTION 2.17 Issuance of Additional Notes.




     The Company shall be entitled to issue Additional Notes under this Indenture that shall have
identical terms as the Initial Notes, other than with respect to the date of issuance, issue price,
amount of interest payable on the first interest payment date applicable thereto and any customary
escrow provisions (and, if such Additional Notes shall be issued in the form of Restricted Notes,
other than with respect to transfer restrictions, any Registration Rights Agreement and additional
interest with respect thereto); provided that such issuance is not prohibited by the terms of this
Indenture, including Section 4.9. The Initial Notes and any Additional Notes and all Exchange
Notes shall be treated as a single class for all purposes under this Indenture.



     With respect to any Additional Notes, the Company shall set forth in a resolution of its Board
of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:




     (1) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;




     (2) the issue price, the issue date, the CUSIP number of such Additional Notes, the
first interest payment date and the amount of interest payable on such first interest
payment date applicable thereto and the date from which interest shall accrue; and




     (3) whether such Additional Notes shall be Restricted Notes.



ARTICLE III




REDEMPTION AND PREPAYMENT




SECTION 3.1 Notices to Trustee.




     If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section
3.7 hereof, it shall furnish to the Trustee, at least forty-five (45) days (or such shorter period
as is acceptable to the Trustee) before a date fixed for redemption (the “redemption date”), an
Officers’ Certificate setting forth (i) the section of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the Redemption Price.



     If the Issuer is required to make an Offer to Purchase pursuant to Section 4.10 or 4.14
hereof, it shall furnish to the Trustee, at least forty-five (45) days (or such shorter period as
is acceptable to the Trustee) before the scheduled purchase date, an Officers’ Certificate setting
forth (i) the section of this Indenture pursuant to which the offer to purchase shall occur, (ii)
the terms of the offer, (iii) the principal amount of Notes to be purchased, (iv) the purchase
price and (v) the purchase date and further setting forth a statement to the effect that (a) the
Issuer or one of its Subsidiaries has effected an Asset Sale and there are Excess Proceeds
aggregating more than $20.0 million or (b) a Change of Control has occurred, as applicable.



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SECTION 3.2 Selection of Notes to Be Redeemed.




     If less than all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed among the Holders in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate (and in a manner that complies with applicable requirements of the Depositary);
provided that no Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be
sent electronically or mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is
to be redeemed in part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the redemption date, interest ceases to accrue on
Notes or portions of them called for redemption. The Trustee shall make the selection from the
Notes outstanding and not previously called for redemption and shall promptly notify the Issuer in
writing of the Notes selected for redemption. The Trustee may select for redemption portions
(equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have
denominations larger than $2,000.



SECTION 3.3 Notice of Redemption.




     Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a
redemption date, the Issuer shall send or cause to be sent by electronic transmission or by first
class mail, a notice of redemption to each Holder whose Notes are to be redeemed.



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




     (1) the redemption date;




     (2) the Redemption Price;




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




     (4) the name, telephone number and address of the Paying Agent;




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




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



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




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



     At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name
and at the Issuer’s expense; provided, however, that the Issuer shall have delivered to the Trustee
at least 45 days prior to the redemption date (or such shorter period as is acceptable to the
Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth
the information to be stated in the notices as provided in the preceding paragraph. The notice
sent in the manner herein provided shall be conclusively presumed to have been duly given whether
or not a Holder receives such notice. In any case, failure to give such notice by electronic
transmission or by mail or any defect in the notice to the Holder of any Note shall not affect the
validity of the proceeding for the redemption of any other Note.



SECTION 3.4 Effect of Notice of Redemption.




     Once notice of redemption is sent in accordance with Section 3.3 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the Redemption Price plus
accrued and unpaid interest, if any, to such date. A notice of redemption may not be conditional.



SECTION 3.5 Deposit of Redemption of Purchase Price.




     On or before 10:00 a.m. (New York City time) on each redemption date or the date on which
Notes must be accepted for purchase pursuant to Section 4.10 or 4.14, the Issuer shall deposit with
the Trustee or with the Paying Agent (other than the Issuer or an Affiliate of the Issuer) money
sufficient to pay the Redemption Price of and accrued and unpaid interest, if any, on all Notes to
be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to
the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the Redemption Price of (including any applicable premium), and accrued
interest, if any, on, all Notes to be redeemed or purchased.



     If Notes called for redemption or tendered in an Asset Sale Offer or Change of Control Offer
are paid or if Issuer has deposited with the Trustee or Paying Agent money sufficient to pay the
redemption or purchase price of, and unpaid and accrued interest, if any, on, all Notes to be
redeemed or purchased, on and after the redemption or purchase date, interest, if any, shall cease
to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn
in an Asset Sale Offer or Change of Control Offer (regardless of whether certificates for such
securities are actually surrendered). If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest, if any, shall be paid to the Person in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Issuer to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption or purchase date



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until such principal is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case, at the rate provided in the Notes and in Section 4.1 hereof.



SECTION 3.6 Notes Redeemed in Part.




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



SECTION 3.7 Optional Redemption.




     (i) The Notes may be redeemed, in whole or in part, at any time prior to March 15, 2012, at
the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, 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, if any, to, 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).



     (ii) The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at
any time on or after March 15, 2012, upon not less than 30 nor more than 60 days’ notice at the
following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set
forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date
(subject to the right of Holders of record on the relevant regular record date to receive interest
due on an interest payment date that is on or prior to the redemption date), if redeemed during the
12-month period beginning March 15 of the years indicated:



	 	 	 	 	 
	Year	 	Redemption Price
	2012

	 	 	104.625	%
	2013

	 	 	102.313	%
	2014 and thereafter

	 	 	100.000	%






     (iii) In addition to the optional redemption of the Notes in accordance with the provisions of
the preceding paragraph, prior to March 15, 2011, the Issuer may, with the net proceeds of one or
more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the
outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.250% of the
principal amount thereof, together with accrued and unpaid interest thereon, if any, to the date of
redemption; provided that at least 65% of the principal amount of Notes then outstanding (including
Additional Notes) remains outstanding immediately after the occurrence of any such redemption
(excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs
within 90 days following the closing of any such Qualified Equity Offering.



     (iv) The Issuer may, at any time and from time to time, purchase Notes in the open market or
otherwise, subject to compliance with this Indenture and compliance with all applicable securities
laws.



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SECTION 3.8 Mandatory Redemption.




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



SECTION 3.9 Offer to Purchase.




     In the event that the Issuer shall be required to commence an Offer to Purchase pursuant to an
Asset Sale Offer or a Change of Control Offer, the Issuer shall follow the procedures specified
below.



     Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration
date (the “Expiration Date”) of the Offer to Purchase, which shall be, subject to any contrary
requirements of applicable law, not less than 30 days or more than 60 days after the date of
delivering of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes within
five Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the
aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or
Section 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all
Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made. If the Purchase Date is on or after the
interest record date and on or before the related interest payment date, any accrued and unpaid
interest, if any, 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, if any, shall be payable to the Holders
who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least
15 days (or such shorter period as is acceptable to the Trustee in its sole discretion) prior to
the delivering of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer
shall be sent electronically or mailed by the Company or, at the Company’s request, by the Trustee
in the name and at the expense of the Company. The Offer shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.



     On or before 10:00 a.m. (New York City time) on each Purchase Date, the Issuer shall
irrevocably deposit with the Trustee or Paying Agent (other than the Issuer or an Affiliate of the
Issuer) in immediately available funds the aggregate purchase price equal to the Offer Amount,
together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance
with the terms of this Section 3.9. On the Purchase Date, the Issuer shall, to the extent lawful,
(i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or
portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has
been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, as the
case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an
Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the
Issuer in accordance with the terms of this Section 3.9. The Issuer, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days
after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Issuer for purchase, plus any
accrued and unpaid interest, if any, thereon, and the Issuer shall promptly issue a new Note,



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and the Trustee, at the written request of the Issuer, shall authenticate and mail or deliver
at the expense of the Issuer such new Note to such Holder, equal in principal amount to any
unpurchased portion of such Holder’s Notes surrendered; provided that each such new Note will be in
a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. Any Note not so
accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer
shall publicly announce in a newspaper of general circulation or in a press release provided to a
nationally recognized financial wire service the results of the Offer to Purchase on the Purchase
Date.



     The Issuer shall comply with the requirements of any applicable securities laws and any
regulations thereunder to the extent such laws and regulations are applicable in connection with
the repurchase of the Notes as a result of an Asset Sale Offer or Change of Control Offer. To the
extent that the provisions of any securities laws or regulations conflict with Sections 3.9, 4.10
or 4.14 of this Indenture, the Company will comply with the applicable securities laws and
regulations and will be deemed to have complied with its obligations under Section 3.9, 4.0 or
4.14, as applicable, by virtue of such compliance.



     Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section
3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.



ARTICLE IV




COVENANTS




SECTION 4.1 Payment of Notes.




     (a) The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest
on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid for all purposes hereunder on the date the Paying Agent, if other
than the Issuer or a Subsidiary thereof, holds, as of 10:00 a.m. (New York City time), money
deposited by the Issuer in immediately available funds and designated for and sufficient to pay all
such principal, premium, if any, and interest then due.



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



SECTION 4.2 Maintenance of Office or Agency.




     The Issuer shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer
or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of



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the location, and any change in the location, of such office or agency. The Issuer hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in
accordance with Section 2.3 hereof. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.



     The Issuer may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations. The Issuer 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 Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer in accordance with Section 2.3 hereof.



SECTION 4.3 Provision of Financial Information.




     Whether or not required by the Commission, so long as any Notes are outstanding, the Company
will furnish to the Trustee, the Holders of Notes, or file electronically with the Commission
through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor
system), within the time periods specified in the Commission’s rules and regulations:




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




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



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



     If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraph shall include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and



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Results of Operations,” of the financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company.



SECTION 4.4 Compliance Certificate.




     The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year,
an Officers’ Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether each has kept, observed, performed and fulfilled its
obligations under this Indenture (including, with respect to any Restricted Payments made during
such year, the basis upon which the calculations required by Section 4.7 hereof were computed,
which calculations may be based upon the Company’s latest available financial statements), and
further stating, as to each such Officer signing such certificate, that, to his or her knowledge,
each entity is not in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that, to his or her knowledge, no
event has occurred and remains in existence by reason of which payments on account of the principal
of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to take with respect
thereto.



     The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.



SECTION 4.5 Taxes.




     The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency
all material taxes, assessments and governmental levies, except such as are contested in good faith
and by appropriate proceedings and with respect to which appropriate reserves have been taken in
accordance with GAAP or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.



SECTION 4.6 Stay, Extension and Usury Laws.




     The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it 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.



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SECTION 4.7 Limitation on Restricted Payments.




     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment unless, at the time of and after giving effect to the
proposed Restricted Payment:




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




     (b) after giving effect to such Restricted Payment on a pro forma basis, the Company
would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt)
pursuant to the provisions described in the first paragraph under Section 4.9; and




     (c) after giving effect to such Restricted Payment on a pro forma basis, the aggregate
amount expended or declared for all Restricted Payments made on or after the Issue Date
(excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (vii),
(viii), (x), (xi) and (xii) of the next succeeding paragraph) shall not exceed the sum
(without duplication) of:




     (1) 50% of the Consolidated Net Income (or, if Consolidated Net Income shall be
a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis
during the period (taken as one accounting period) from the beginning of the first
full fiscal quarter during which the Issue Date occurs and ending on the last day of
the fiscal quarter immediately preceding the date of such proposed Restricted
Payment, plus




     (2) 100% of the aggregate net proceeds (including the Fair Market Value of
property other than cash) received by the Company subsequent to the initial issuance
of the Notes either (i) as a contribution to its common equity capital or (ii) from
the issuance and sale (other than to a Subsidiary) of its Qualified Capital
Interests, including Qualified Capital Interests issued upon the conversion of Debt
or Redeemable Capital Interests of the Company, and from the exercise of options,
warrants or other rights to purchase such Qualified Capital Interests (other than,
in each case, Capital Interests or Debt sold to a Subsidiary of the Company), plus




     (3) 100% of the net reduction in Investments (other than Permitted
Investments), subsequent to the date of the initial issuance of the Notes, in any
Person, resulting from (i) payments of interest on Debt, dividends, repayments of
loans or advances or any sale or disposition of such Investments (but only to the
extent such items are not included in the calculation of Consolidated Net Income),
in each case to the Company or any Subsidiary from any Person or (ii) the
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, not to
exceed in the case of any Person the amount of Investments previously made by the




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Company or any Restricted Subsidiary in such Person subsequent to the initial
issuance of the Notes.



     Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries may take
the following actions, provided that, in the case of clause (iv) below of this Section 4.7(c),
immediately after giving effect to such action, no Default or Event of Default has occurred and is
continuing:




     (i) the payment of any dividend on Capital Interests in the Company or a Restricted
Subsidiary within 60 days after declaration thereof if at the declaration date such payment
was permitted by the foregoing provisions of this Section 4.7;




     (ii) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement of any Qualified Capital Interests of the Company by conversion into, or by or in
exchange for, Qualified Capital Interests, or out of net cash proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of other Qualified
Capital Interests of the Company;




     (iii) the redemption, defeasance, repurchase or acquisition or retirement for value of
any Debt of the Company or a Guarantor that is subordinate in right of payment to the Notes
or the applicable Note Guarantee out of the net cash proceeds of a substantially concurrent
issue and sale (other than to a Subsidiary of the Company) of (x) new subordinated Debt of
the Company or such Guarantor, as the case may be, Incurred in accordance with this
Indenture or (y) of Qualified Capital Interests of the Company;




     (iv) the purchase, redemption, retirement or other acquisition for value of Capital
Interests in the Company or any direct or indirect parent of the Company (or any payments to
a direct or indirect parent company of the Company for the purposes of permitting any such
repurchase) held by employees or former employees of the Company or any Restricted
Subsidiary (or their estates or beneficiaries under their estates) upon death, disability,
retirement or termination of employment or alteration of employment status or pursuant to
the terms of any agreement under which such Capital Interests were issued; provided that the
aggregate cash consideration paid for such purchase, redemption, retirement or other
acquisition of such Capital Interests does not exceed $5.0 million in any calendar year,
provided, further, that any unused amounts in any calendar year may be carried forward to
one or more future periods subject to a maximum aggregate amount of repurchases made
pursuant to this clause (iv) not to exceed $10.0 million in any calendar year; provided,
however, that such amount in any calendar year may be increased by an amount not to exceed
(A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the
sale of Qualified Capital Interests of the Company or any direct or indirect parent company
of the Company (to the extent contributed to the Company) to employees of the Company and
its Restricted Subsidiaries that occurs after the Issue Date; provided, however, that the
amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition
or dividend will not increase the amount available for Restricted Payments under clause (c)
of the first paragraph of this Section 4.7; plus (B) the cash proceeds of key man life
insurance policies received by the



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Company and its Restricted Subsidiaries after the Issue Date (provided, however, that the
Company may elect to apply all or any portion of the aggregate increase contemplated by the
proviso of this clause (iv) in any calendar year and, to the extent any payment described
under this clause (iv) is made by delivery of Debt and not in cash, such payment shall be
deemed to occur only when, and to the extent, the obligor on such Debt makes payments with
respect to such Debt);




     (v) repurchase of Capital Interests deemed to occur upon the exercise of stock options,
warrants or other convertible or exchangeable securities;




     (vi) the extension of credit that constitutes intercompany Debt, the Incurrence of
which was permitted pursuant to Section 4.9;




     (vii) cash payment, in lieu of issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for the
Capital Interests of the Company or a Restricted Subsidiary;




     (viii) the declaration and payment of dividends to holders of any class or series of
Redeemable Capital Interests of the Company or any Restricted Subsidiary issued or Incurred
in compliance with Section 4.9 to the extent such dividends are included in the definition
of “Consolidated Fixed Charges”;




     (ix) upon the occurrence of a Change of Control or an Asset Sale, the defeasance,
redemption, repurchase or other acquisition of any subordinated Debt pursuant to provisions
substantially similar to those contained in Section 4.10 and Section 4.14 at a purchase
price not greater than 101% of the principal amount thereof (in the case of a Change of
Control) or at a percentage of the principal amount thereof not higher than the principal
amount applicable to the Notes (in the case of an Asset Sale), plus any accrued and unpaid
interest thereon; provided that prior to or contemporaneously with such defeasance,
redemption, repurchase or other acquisition, the Company has made an Offer to Purchase with
respect to the Notes and has repurchased all Notes validly tendered for payment and not
withdrawn in connection therewith;




     (x) the payment of regular cash quarterly dividends on the Company’s common stock not
to exceed (i) $25.0 million in any calendar year through the calendar year ended
December 31, 2012 and (ii) $30.0 million in any calendar year thereafter; and




     (xi) other Restricted Payments not in excess of $50.0 million in the aggregate.



     If the Company makes a Restricted Payment which, at the time of the making of such Restricted
Payment, in the good faith determination of the Company, would be permitted under the requirements
of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with
this Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s
financial statements affecting Consolidated Net Income.



     If any Person in which an Investment is made, which Investment constitutes a Restricted
Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this



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Indenture, all such Investments previously made in such Person shall no longer be counted as
Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments
pursuant to clause (c) of the first paragraph under this Section 4.7, in each case to the extent
such Investments would otherwise be so counted.



     If the Company or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise
disposes of an Investment in accordance with Section 4.10, which Investment was originally included
in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of
the definition of “Restricted Payments,” the aggregate amount expended or declared for all
Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer,
conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original
Investment, in each case, to the extent originally included in the aggregate amount expended or
declared for all Restricted Payments pursuant to clause (c) of the definition of “Restricted
Payments.”



     For purposes of this Section 4.7, if a particular Restricted Payment involves a non-cash
payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an
amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the
Fair Market Value of the non-cash portion of such Restricted Payment.




			
	SECTION 4.8	 	Limitation on Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries.                    
          





     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, cause or suffer to exist or become effective or enter into any encumbrance or
restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its
Capital Interests owned by the Company or any Restricted Subsidiary or pay any Debt or other
obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the
Company or any Restricted Subsidiary thereof or (iii) transfer any of its property or assets to the
Company or any Restricted Subsidiary.



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




     (a) any encumbrance or restriction in existence on the Issue Date, including those
required by the Credit Agreement and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof; provided that the
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings, in the good faith judgment of the Company, are no more
restrictive, taken as a whole, with respect to such dividend or other payment restrictions,
than those contained in these agreements on the Issue Date or refinancings thereof;




     (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition
of property, so long as the encumbrances or restrictions in any such agreement



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relate solely to the property so acquired (and are not or were not created in
anticipation of or in connection with the acquisition thereof);




     (c) any encumbrance or restriction which exists with respect to a Person that becomes a
Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or
after the Issue Date, which is in existence at the time such Person becomes a Restricted
Subsidiary, but not created in connection with or in anticipation of such Person becoming a
Restricted Subsidiary, and which is not applicable to any Person or the property or assets
of any Person other than such Person or the property or assets of such Person becoming a
Restricted Subsidiary;




     (d) any encumbrance or restriction pursuant to an agreement effecting a permitted
renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an
agreement containing any encumbrance or restriction referred to in the foregoing clauses (a)
through (c), so long as the encumbrances and restrictions contained
in any such refinancing
agreement are no less favorable in any material respect to the Holders than the encumbrances
and restrictions contained in the agreements governing the Debt being renewed, refunded,
replaced, refinanced or extended in the good faith judgment of the Company;




     (e) customary provisions restricting subletting or assignment of any lease, contract,
or license of the Company or any Restricted Subsidiary or provisions in agreements that
restrict the assignment of such agreement or any rights thereunder;




     (f) any encumbrance or restriction by reason of applicable law, rule, regulation or
order;




     (g) any encumbrance or restriction under this Indenture, the Notes and the Note
Guarantees;




     (h) any encumbrance or restriction under the sale of assets or Capital Interest,
including, without limitation, any agreement for the sale or other disposition of a
subsidiary that restricts distributions by that Subsidiary pending its sale or other
disposition;




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




     (j) customary provisions with respect to the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, stock sale agreements, sale
leaseback agreements and other similar agreements;




     (k) any instrument governing Debt or Capital Interests of a Person acquired by the
Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Debt or Capital Interests were incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person,



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or the property or assets of the Person, so acquired, provided that, in the case of
Debt, such Debt was permitted by the terms of this Indenture to be incurred;




     (l) purchase money obligations (including Capital Lease Obligations) for property
acquired in the ordinary course of business that impose restrictions on that property so
acquired of the nature described in clause (iii) of the first paragraph of this Section 4.8;




     (m) Liens securing Debt otherwise permitted to be incurred under this Indenture,
including pursuant to Section 4.12, that limit the right of the debtor to dispose of the
assets subject to such Liens;




     (n) any Non-Recourse Receivable Subsidiary Indebtedness or other contractual
requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a
Qualified Receivables Transaction; provided that such restrictions apply only to such
Receivable Subsidiary or the receivables and related assets described in the definition of
Qualified Receivables Transaction which are subject to such Qualified Receivables
Transaction;




     (o) any other agreement governing Debt entered into after the Issue Date that contains
encumbrances and restrictions that are not materially more restrictive with respect to any
Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted
Subsidiary pursuant to agreements in effect on the Issue Date; and




     (p) up to $50.0 million in the aggregate of tax exempt securities with customary
encumbrances or restrictions for financings of this type.



     Nothing contained in this Section 4.8 shall prevent the Company or any Restricted Subsidiary
from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under
Section 4.12 or (ii) restricting the sale or other disposition of property or assets of the Company
or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted
Subsidiaries Incurred in accordance with Section 4.9 and Section 4.12.




			
	SECTION 4.9	 	Limitation on Incurrence of Debt.





     The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any
Debt (including Acquired Debt); provided that the Company and any of its Restricted Subsidiaries
may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of
such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed
Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma
basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any
other Debt Incurred since the beginning of the Four Quarter Period (as defined in the definition of
“Consolidated Fixed Charge Coverage Ratio”) (provided that any Debt Incurred under the revolving
portion of a credit agreement shall be calculated (x) on an annualized basis for periods prior to
the one year anniversary of the Issue Date and (y) thereafter, only on such date), had been
Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and
any other Debt repaid since the beginning of the Four Quarter Period



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had been repaid at the beginning of the Four Quarter Period, would be greater than (x) on or
prior to March 15, 2010, 2.25:1, and (y) thereafter, 2.50:1, and (b) no Default or Event of Default
shall have occurred and be continuing at the time or as a consequence of the Incurrence of such
Debt.



     If, during the Four Quarter Period or subsequent thereto and prior to the date of
determination, the Company or any of its Restricted Subsidiaries shall have engaged in any Asset
Sale or Asset Acquisition, Investments, mergers, consolidations, discontinued operations (as
determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an
Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated
Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period
shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition,
Investments, mergers, consolidations, discontinued operations or designation, as the case may be,
and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition or
designation had occurred on the first day of the Four Quarter Period.



     If the Debt which is the subject of a determination under this provision is Acquired Debt, or
Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or
assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then
such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had
occurred at the beginning of the Four Quarter Period) to (x) the Incurrence of such Acquired Debt
or such other Debt by the Company or any of its Restricted Subsidiaries and (y) the inclusion, in
Consolidated Cash Flow Available for Fixed Charges, of the Consolidated Cash Flow Available for
Fixed Charges of the acquired Person, business, property or assets or redesignated Subsidiary.



     Notwithstanding the first paragraph above, the Company and its Restricted Subsidiaries may
Incur Permitted Debt.



     For purposes of determining any particular amount of Debt under this Section 4.9, (x) Debt
Incurred under the Credit Agreement on the Issue Date shall at all times be treated as Incurred
pursuant to clause (i) of the definition of “Permitted Debt,” and (y) Guarantees or obligations
with respect to letters of credit supporting Debt otherwise included in the determination of such
particular amount shall not be included. For purposes of determining compliance with this Section
4.9, in the event that an item of Debt meets the criteria of more than one of the types of Debt
described above, including categories of Permitted Debt and under the first paragraph of this
Section 4.9, the Company, in its sole discretion, shall classify, and from time to time may
reclassify, all or any portion of such item of Debt.



     The accrual of interest, the accretion or amortization of original issue discount and the
payment of interest on Debt in the form of additional Debt or payment of dividends on Capital
Interests in the forms of additional shares of Capital Interests with the same terms will not be
deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this Section
4.9.



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     The Company and any Guarantor will not Incur any Debt that pursuant to its terms is
subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of
payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be
considered subordinate or junior in right of payment to any other Debt solely by virtue of being
unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue
of structural subordination.




			
	SECTION 4.10	 	Limitation on Asset Sales.





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




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




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




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




     (b) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 180 days of their receipt to the extent
of the cash received in that conversion.



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




     (1) to permanently repay Debt under the Credit Facilities and, if the Obligation repaid
is revolving credit Debt, to correspondingly reduce commitments with respect thereto;




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




     (3) to make a capital expenditure in or that is used or useful in a Permitted Business
or to make expenditures for maintenance, repair or improvement of existing properties and
assets in accordance with the provisions of this Indenture;



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     (4) to acquire other assets (other than inventory) that are used or useful in a
Permitted Business;




     (5) to repay or repurchase Debt secured by assets of the Company or any Restricted
Subsidiaries; or




     (6) any combination of the foregoing.



     Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $20.0 million, the Company will, within 30 days, make an Offer to
Purchase to all Holders of Notes (on a pro rata basis to each series of Notes), and to all holders
of other Debt ranking pari passu with the Notes containing provisions similar to those set forth in
this Indenture with respect to assets sales, equal to the Excess Proceeds. The offer price in any
Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to
the date of purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Debt
tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select
the Notes to be purchased on a pro rata basis among each series. Upon completion of each Offer to
Purchase, the amount of Excess Proceeds will be reset at zero.



     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other applicable securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to
Purchase. To the extent that the provisions of any securities laws or regulations conflict with
the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities
laws and regulations and will be deemed to have complied with its obligations under the Asset Sale
provisions of this Indenture by virtue of such compliance.




			
	SECTION 4.11	 	Limitation on Transactions with Affiliates.





     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, 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 or series of related transactions, contract, agreement, loan, advance or guarantee
with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate
Transaction”) involving aggregate consideration in excess of $5.0 million, unless:




     (i) such Affiliate Transaction is on terms that are not materially less favorable to
the Company or the relevant Subsidiary than those that could reasonably have been obtained
in a comparable arm’s length transaction by the Company or such Subsidiary with an
unaffiliated party;




     (ii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, the Company



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delivers to the Trustee a resolution adopted in good faith by the majority of the Board
of Directors of the Company approving such Affiliate Transaction and set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i)
above; and




     (iii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $25.0 million, the Company must
obtain a written opinion of a nationally recognized investment banking, accounting or
appraisal firm (an “Independent Financial Advisor”) stating that the transaction is fair to
the Company or such Restricted Subsidiary from a financial point of view.


The foregoing limitation does not limit, and shall not apply to:





     (1) Restricted Payments that are permitted by the provisions of this Indenture pursuant
to Section 4.7 and Permitted Investments permitted under this Indenture;




     (2) the payment of reasonable and customary fees and indemnities and other benefits to
members of the Board of Directors of the Company or a Restricted Subsidiary who are outside
directors;




     (3) the payment of reasonable and customary compensation and other benefits (including
retirement, health, option, deferred compensation and other benefit plans) and indemnities
to officers and employees of the Company or any Restricted Subsidiary as determined by the
Board of Directors thereof in good faith;




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




     (5) any agreement or arrangement as in effect on the Issue Date and any amendment or
modification thereto so long as such amendment or modification is not more disadvantageous
to the holders of the Notes in any material respect;




     (6) the Transactions described in the Offering Memorandum and the payment of all fees
and expenses in connection therewith;




     (7) any contribution of capital to the Company;




     (8) transactions permitted by, and complying with, Section 5.1;




     (9) any transaction with a joint venture, partnership, limited liability company or
other entity that would constitute an Affiliate Transaction solely because the Company or a
Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited
liability company or other entity;




     (10) transactions with customers, clients, suppliers or purchasers or sellers of goods
or services, in each case, in the ordinary course of business and consistent with past
practice and on terms that are not materially less favorable to the Company or such



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Restricted Subsidiary, as the case may be, as determined in good faith by the Company,
than those that could be obtained in a comparable arm’s length transaction with a Person
that is not an Affiliate of the Company; and




     (11) transactions effected as part of a Qualified Receivables Transaction.




			
	SECTION 4.12	 	Limitation on Liens.





     The Company will not, and will not permit any of its Restricted Subsidiaries, directly or
indirectly, to, enter into, create, incur, assume or suffer to exist any Liens of any kind (other
than Permitted Liens) on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom, which Liens secure Debt,
without securing the Notes and all other amounts due under this Indenture equally and ratably with
(or prior to) the Debt secured by such Lien until such time as such Debt is no longer secured by
such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or a Note
Guarantee, the Lien securing such Debt will also be so subordinated by its terms to the Notes and
the Guarantees at least to the same extent.




			
	SECTION 4.13	 	Limitation on Sale and Leaseback Transactions.





     The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into
any Sale and Leaseback Transaction unless:




     (i) the consideration received in such Sale and Leaseback Transaction is at least equal
to the fair market value of the property sold, as determined by an Officers’ Certificate,




     (ii) prior to and after giving effect to the Attributable Debt in respect of such Sale
and Leaseback Transaction, the Company and such Restricted Subsidiary comply with Section
4.9, and




     (iii) at or after such time the Company and such Restricted Subsidiary also comply with
Section 4.10.




			
	SECTION 4.14	 	Offer to Purchase upon Change of Control.





     Upon the occurrence of a Change of Control, unless the Company has exercised its rights to
redeem all of the Notes in accordance with Section 3.7, the Issuer will make an Offer to Purchase
(the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to
101% of the principal amount tendered, together with accrued interest, if any, to but not including
the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to
Purchase shall be deemed to have been made if (i) within 60 days following the date of the
consummation of a transaction or series of transactions that constitutes a Change of Control, the
Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price (provided that
the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any
period when the commencement of such Offer to Purchase is delayed or suspended by reason of any
court’s or governmental authority’s review of or ruling on any materials



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being employed by the Issuer to effect such Offer to Purchase, so long as the Issuer has used
and continues to use its commercial best efforts to make and conclude such Offer to Purchase
promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on
the terms of such Offer to Purchase.



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



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



     To the extent that the provisions of any securities laws or regulations conflict with the
Change of Control provisions of this Indenture, the Issuer will comply with the applicable
securities laws and regulations and will not be deemed to have breached their obligations under the
Change of Control provisions of this Indenture by virtue of such conflict.



     In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional
upon such Change of Control, if a definitive agreement is in place for the Change of Control at the
time of launching the Offer to Purchase.




			
	SECTION 4.15	 	Corporate Existence.





     Subject to Section 4.14 and Article V hereof, as the case may be, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership, limited liability company or other existence of each of
its Subsidiaries in accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Subsidiary and the rights (charter and
statutory), licenses and franchises of the Company and its 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 Subsidiaries, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders.




			
	SECTION 4.16	 	Business Activities.





     The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business
other than a Permitted Business.



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	SECTION 4.17	 	Additional Note Guarantees.





     After the Issue Date, the Company shall cause each of its Domestic Restricted Subsidiaries
that:




     (a) guarantees any Debt of the Company or any of its Domestic Restricted Subsidiaries;
or




     (b) Incurs any Debt pursuant to the first paragraph of Section 4.9 or clause (i) or
(xv) of the definition of “Permitted Debt,”
in each case to guarantee the Notes.




			
	SECTION 4.18	 	Limitation on Creation of Unrestricted Subsidiaries.





     The Company may designate any Subsidiary of the Company to be an “Unrestricted Subsidiary” as
provided below, in which event such Subsidiary and each other Person that is then or thereafter
becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.



     The Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other
Restricted Subsidiary of the Company, provided that either:




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




     (y) the Company could make a Restricted Payment at the time of designation in an amount
equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to
Section 4.7 and such amount is thereafter treated as a Restricted Payment for the purpose of
calculating the amount available for Restricted Payments thereunder.



     An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of
such Unrestricted Subsidiary could be Incurred pursuant to Section 4.9 and (ii) all the Liens on
the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12.




			
	SECTION 4.19	 	Maintenance of Properties; Insurance; Books and Records.





     (a) Subject to, and in compliance with, the provisions of Article X, the Issuer shall cause
all material properties used or useful in the conduct of its business or the business of any of the
Guarantors to be maintained and kept in good operating condition, repair and working order
(ordinary wear and tear and casualty loss excepted) and supplied with all necessary equipment and
shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereto; provided that the Issuer shall not be obligated to make such repairs, renewals,
replacements, betterments and improvements that would not result in a material adverse effect on
the ability of the Issuer and the Guarantors to satisfy their obligations under the Notes, the
Guarantees and this Indenture.



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     (b) The Issuer shall maintain, and shall cause the Guarantors to maintain, insurance with
responsible carriers against such risks and in such amounts, and with such deductibles, retentions,
self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses
or similar size in the locations which such business is conducted, including property and casualty
loss, workers’ compensation and interruption of business insurance.



     (c) The Issuer shall, and shall cause each Guarantor to, keep proper books of record and
account, in which full and correct entries shall be made of all financial transactions of the
Issuer and each of the Guarantors, in accordance with GAAP.




			
	SECTION 4.20	 	Covenant Suspension.





     (a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from
both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the
occurrence of the events described in the foregoing clauses (i) and (ii) being collectively
referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not
be subject to the covenants (the “Suspended Covenants”) described under:




	 	(i)	 	Section 4.7;
	 
	 	(ii)	 	Section 4.8
	 
	 	(iii)	 	Section 4.9;
	 
	 	(iv)	 	Section 4.10;
	 
	 	(v)	 	Section 4.11;
	 
	 	(vi)	 	Section 4.16; and
	 
	 	(vii)	 	Section 5.1(iii).





     (b) In the event that the Company and the 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”) (a) 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 or (b) the Company or any of its affiliates enters into an agreement to effect a transaction
that would result in a Change of Control and one or more of the Rating Agencies indicate that if
consummated, such transaction (alone or together with any related recapitalization or refinancing
transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade
the ratings assigned to the Notes below an Investment Grade Rating, then the Company and the
Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this
Indenture with respect to future events. The period beginning on the day of a Covenant Suspension
Event and ending on a Reversion Date is called a “Suspension Period.”



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     (c) On each Reversion Date, all Debt Incurred or Redeemable Capital Interest or Preferred
Interest issued during the Suspension Period will be deemed to have been outstanding on the Issue
Date, so that it is classified as permitted under Section 4.9. Calculations made after the
Reversion Date of the amount available to be made as Restricted Payments under Section 4.7 will be
made as though the covenant described under Section 4.7 had been in effect since the Issue Date and
throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension
Period will reduce the amount available to be made as Restricted Payments under the first paragraph
of Section 4.7. However, no Default or Event of Default will be deemed to have occurred on the
Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken
by the Company or its Restricted Subsidiaries, or events occurring, during the Suspension Period.
For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount will be
reset to zero.



ARTICLE V




SUCCESSORS





			
	SECTION 5.1	 	Consolidation, Merger, Conveyance, Transfer or Lease.





     The Company will not in any transaction or series of transactions, consolidate with or merge
into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the
Company is the continuing Person or the merger of a Restricted Subsidiary into or with another
Restricted Subsidiary or another Person that as a result of such transaction becomes or merges into
a Restricted Subsidiary), or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a
consolidated basis), taken as a whole, to any other Person, unless:




     (i) either: (a) the Company shall be the continuing Person or (b) the Person (if other
than the Company) formed by such consolidation or into which the Company is merged, or the
Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition,
all or substantially all of the property and assets of the Company (such Person, the
“Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or
similar entity organized and validly existing under the laws of the United States, any
political subdivision thereof or any state thereof or the District of Columbia and (2) shall
expressly assume, by a supplemental indenture, the due and punctual payment of all amounts
due in respect of the principal of (and premium, if any) and interest on all the Notes and
the performance of the covenants and obligations of the Company under this Indenture;
provided that at any time the Company or its successor is not a corporation, there shall be
a co-issuer of the Notes that is a corporation;




     (ii) immediately after giving effect to such transaction or series of transactions on a
pro forma basis (including, without limitation, any Debt Incurred or anticipated to be
Incurred in connection with or in respect of such transaction or series of transactions), no



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Default or Event of Default shall have occurred and be continuing or would result
therefrom;




     (iii) immediately after giving effect to any such transaction or series of transactions
on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be
Incurred in connection with or in respect of such transaction or series of transactions) as
if such transaction or series of transactions had occurred on the first day of the
determination period, the Company (or the Surviving Entity if the Company is not continuing)
could Incur $1.00 of additional Debt (other than Permitted Debt) under the provisions
described in the first paragraph of Section 4.9; and




     (iv) the Company delivers, or causes to be delivered, to the Trustee, in form
satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or
other disposition complies with the requirements of this Indenture.


Notwithstanding the foregoing, failure to satisfy the requirements of the preceding clauses (ii)
and (iii) will not prohibit:





     (a) a merger between the Company and a Restricted Subsidiary that is a wholly owned
Subsidiary of the Company; or




     (b) a merger between the Company and an Affiliate incorporated solely for the purpose
of converting the Company into a corporation organized under the laws of the United States
or any political subdivision or state thereof;



so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not
increased thereby.



     For all purposes of this Indenture and the Notes, Subsidiaries of any Surviving Entity will,
upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted
Subsidiaries as provided pursuant to this Indenture and all Debt, and all Liens on property or
assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on
property or assets, of the Company and its Subsidiaries immediately prior to such transaction or
series of transactions shall be deemed to have been Incurred upon such transaction or series of
transactions.



     Nothing in this Indenture shall be deemed to prohibit the Merger.




			
	SECTION 5.2	 	Successor Person Substituted.





     Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of the assets of the Company in accordance with
Section 5.1 hereof, the successor corporation formed by such consolidation or into or with which
the Company (and, if necessary, any co-issuer) is merged or to which such sale, assignment,
conveyance, transfer, lease 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




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     disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
successor corporation and not to the Company), and shall exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; provided, however, that in the event of a transfer or lease, the predecessor shall
not be released from the payment of principal and interest or other obligations on the Notes.



ARTICLE VI




DEFAULTS AND REMEDIES





			
	SECTION 6.1	 	Events of Default.





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




     (1) default in the payment in respect of the principal of (or premium, if any, on) any
Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration,
optional redemption or otherwise);




     (2) default in the payment of any interest upon any Note when it becomes due and
payable, and continuance of such default for a period of 30 days;




     (3) failure to perform or comply with Section 4.3 and continuance of such failure to
perform or comply for a period of 120 days after written notice thereof has been given to
the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the outstanding Notes;




     (4) except as permitted by this Indenture, any Note Guarantee of any Significant
Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary) shall for any reason cease to be, or it shall be asserted by any
Guarantor or the Company not to be, in full force and effect and enforceable in accordance
with its terms;




     (5) default in the performance, or breach, of any covenant or agreement of the Company
or any Guarantor in this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is specifically dealt with in clause (1), (2) (3) or (4) above),
and continuance of such default or breach for a period of 60 days after written notice
thereof has been given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the outstanding Notes;




     (6) a default or defaults under any bonds, debentures, notes or other evidences of Debt
(other than the Notes) by the Company or any Restricted Subsidiary having, individually or
in the aggregate, a principal or similar amount outstanding of at least $75.0 million,
whether such Debt now exists or shall hereafter be created, which



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default or defaults shall
have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $75.0 million of such Debt
when due and payable after the expiration of any applicable grace period with respect
thereto;




     (7) the entry against the Company or any Restricted Subsidiary that is a Significant
Subsidiary of a final judgment or final judgments for the payment of money in an aggregate
amount in excess of $75.0 million, by a court or courts of competent jurisdiction, which
judgments remain undischarged, unwaived, unstayed, unbonded or
unsatisfied for a period of 60
consecutive days; or




     (8) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:




     (a) commences a voluntary case,




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




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




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




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




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




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




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




     (c) orders the liquidation of the Company or any Restricted Subsidiary that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary
and the order or decree remains unstayed and in effect for 60 consecutive days.



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	SECTION 6.2	 	Acceleration.





     If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.1
with respect to the Company) occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes
may declare the principal of the Notes and any accrued interest on the Notes to be due and payable
immediately by a notice in writing to the Company (and to the Trustee if given by Holders);
provided, however, that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may,
under certain circumstances, rescind and annul such acceleration if all Events of Default, other
than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived
as provided in this Indenture.



     In the event of a declaration of acceleration of the Notes solely because an Event of Default
described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of
acceleration of the Notes shall be automatically rescinded and annulled if the event of default or
payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be
remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders
of the relevant Debt within 20 Business Days after the declaration of acceleration with respect
thereto and if the rescission and annulment of the acceleration of the Notes would not conflict
with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the
payment of amounts due on the Notes.



     If an Event of Default specified in clause (8) of Section 6.1 occurs with respect to the
Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto
become immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in
payment of principal of, premium, if any, and interest) if the Trustee determines that withholding
notice is in the interest of the Holders to do so.



     No Holder of any Note will have any right to institute any proceeding with respect to this
Indenture or for any remedy thereunder, unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25%
in aggregate principal amount of the outstanding Notes shall have made written request, and offered
indemnity reasonably satisfactory to the Trustee, to the Trustee to institute such proceeding as
Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the outstanding Notes a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a
suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium,
if any) or interest on such Note on or after the respective due dates expressed in such Note.



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	SECTION 6.3	 	Other Remedies.





     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, 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 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.



     Pursuant to Section 4.4, the Company is required to deliver to the Trustee annually a
statement regarding compliance with this Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.




			
	SECTION 6.4	 	Waiver of Past Defaults.





     The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under this Indenture except a continuing Default or Event
of Default in the payment of interest on, or the principal of, the Notes (other than as a result of
an acceleration), which shall require the consent of all of the Holders of the Notes then
outstanding.




			
	SECTION 6.5	 	Control by Majority.





     The Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising any remedy available
to the Trustee or exercising any trust power conferred on it. However, (i) the Trustee may refuse
to follow any direction that conflicts with law or this Indenture, that the Trustee determines may
be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal
liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.




			
	SECTION 6.6	 	Limitation on Suits.





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




     (a) the Holder gives to the Trustee written notice of a continuing Event of Default or
the Trustee receives such notice from the Company;




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



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




     (d) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of such indemnity or security; and




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



     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 6.7	 	Rights of Holders of Notes to Receive Payment.





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




			
	SECTION 6.8	 	Collection Suit by Trustee.





     If an Event of Default specified in Section 6.1(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 Issuer for the whole amount of principal of, premium and interest remaining unpaid on
the Notes and interest on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.




			
	SECTION 6.9	 	Trustee May File Proofs of Claim.





     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other securities or property payable or deliverable
upon the conversion or exchange of the Notes or on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and



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any other amounts due the
Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.




			
	SECTION 6.10	 	Priorities.





     Any money collected by the Trustee pursuant to this Article VI and any money or other property
distributable in respect of the Company’s obligations under this Indenture after an Event of
Default shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal (or premium, if any) or interest, if
any, upon presentation of the Notes and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:




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




     Second: to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, 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 interest respectively; and




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



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




			
	SECTION 6.11	 	Undertaking for Costs.





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



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ARTICLE VII




TRUSTEE





			
	SECTION 7.1	 	Duties of Trustee.





     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the circumstances in the conduct of
his or her 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 TIA and the Trustee need perform only those duties that are
specifically set forth in this Indenture or the TIA and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; 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, the Trustee shall be under a duty to examine the certificates and
opinions specifically required to be furnished to it to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts or conclusions stated therein).



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




     (i) this paragraph does not limit the effect of paragraphs (b) or (e) of this Section
7.1;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by an
officer of the Trustee, unless it is proved 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 6.5
hereof.



     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section
7.1.



     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee shall be under no obligation to exercise any of its rights



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and powers under this Indenture at the request of any Holders, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense.



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



     (g) The Trustee shall not be charged with knowledge of any Event of Default unless either (1)
a Responsible Officer shall have actual knowledge of such Event of Default or (2) written notice of
such Event of Default shall have been received by a Responsible Officer in accordance with the
provisions of this Indenture.




			
	SECTION 7.2	 	Rights of Trustee.





     (a) The Trustee, as Trustee and acting in each of its capacities hereunder, may conclusively
rely and shall be fully protected in acting or refraining from acting on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in any such document.



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



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



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced
by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution. Whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’
Certificate.



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



     (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee reasonable security and indemnity reasonably satisfactory to the



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Trustee against the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction.



     (g) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents,
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 during normal business hours the books, records and
premises of the Company or any Guarantor, 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.



     (h) The rights, privileges, protections and benefits given to the Trustee, including, without
limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act
hereunder.



     (i) The Trustee may request that the Company deliver an Officers’ 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 Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.




			
	SECTION 7.3	 	Individual Rights of Trustee.





     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest as defined in Section 310(b) of the TIA, it must eliminate such conflict within 90 days,
apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same
with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.




			
	SECTION 7.4	 	Trustee’s Disclaimer.





     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, and it shall not be accountable for the Issuer’s use of
the proceeds from the Notes or any money paid to the Issuer’s or upon the Issuer’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, any statement or recital in any document
in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication on the Notes.



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	SECTION 7.5	 	Notice of Defaults.





     If a Default occurs and is continuing and if it is actually known to a Responsible Officer of
the Trustee, the Trustee shall send electronically or mail to Holders a notice of the Default
within 90 days after it occurs. Except in the case of a Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the
Trustee in good faith determines that withholding the notice is in the interests of the Holders.




			
	SECTION 7.6	 	Reports by Trustee to Holders of the Notes.





     Within 60 days after each June 1 beginning with the June 1, 2008, and for so long as Notes
remain outstanding, the Trustee shall send to the Holders a brief report dated as of such reporting
date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports as required by
TIA § 313(c).



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




			
	SECTION 7.7	 	Compensation and Indemnity.





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



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



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consent shall not be unreasonably withheld. Under no circumstances shall the Trustee be liable
for any consequential or punitive damages of any kind.



     The obligations of the Issuer and the Guarantors under this Section 7.7 shall survive the
satisfaction and discharge or termination for any reason of this Indenture or the resignation or
removal of the Trustee.



     To secure the Issuer’s and the Guarantors’ obligations in this Section 7.7, the Trustee shall
have a Lien prior to the Notes on all money or property held or collected by the Trustee, except
that held in trust to pay principal or interest, if any, on particular Notes. Such Lien shall
survive the satisfaction and discharge or termination for any reason of this Indenture and the
resignation or removal of the Trustee.



     In addition, and without prejudice to the rights provided to the Trustee under any of the
provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(8) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.



     “Trustee” for the purposes of this Section 7.7 shall include any predecessor Trustee and the
Trustee in each of its capacities hereunder and each agent, custodian and other person employed to
act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder.



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




			
	SECTION 7.8	 	Replacement of Trustee.





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



     The Trustee may resign at any time and be discharged from the trust hereby created by so
notifying the Issuer in writing. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.
The Issuer 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.



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     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in
principal amount of all outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuer.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Promptly after that, the retiring Trustee shall transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.7 hereof,
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. A
successor Trustee shall deliver notice of its succession to each Holder.



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



     If the Trustee fails to comply with Section 7.10 hereof, any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuer’s
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.




			
	SECTION 7.9	 	Successor Trustee by Merger, Etc.





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




			
	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 and that is subject to supervision or
examination by federal or state authorities. The Trustee together with its affiliates shall at all
times have a combined capital and surplus of at least $50.0 million as set forth in its most recent
annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(l),
(2) and (5). If this Indenture becomes qualified under the TIA, the Trustee shall be subject to
TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the
operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Issuer or the Guarantors are
outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met.



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	SECTION 7.11	 	Preferential Collection of Claims Against the Issuer.





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




			
	SECTION 7.12	 	Trustee’s Application for Instructions from the Issuer.





     Any application by the Trustee for written instructions from the Issuer may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or such omission shall
be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than twenty Business Days after the date any officer of
the Issuer actually receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the effective date in the
case of an omission), the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.



ARTICLE VIII




DEFEASANCE AND COVENANT DEFEASANCE





			
	SECTION 8.1	 	Option to Effect Defeasance or Covenant Defeasance.





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




			
	SECTION 8.2	 	Defeasance and Discharge.





     Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section
8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For
this purpose, defeasance means that the Issuer shall be deemed to have paid and discharged the
entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, premium, if any, and
interest, if any, on such Notes when such payments are due from the trust referred to in Section
8.4(l); (b)



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the Issuer’s obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6,
2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee,
including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s
obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the
provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuer may
exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under
Section 8.3 hereof.



     The Issuer and the Guarantors may terminate the obligations under this Indenture when:




     (1) either: (A) all Notes theretofore authenticated and delivered have been delivered
to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the
Trustee for cancellation (i) have become due and payable or (ii) will become due and payable
within one year or are to be called for redemption within one year (a “Discharge”) under
irrevocable 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 has
irrevocably deposited or caused to be deposited with the Trustee funds in an amount
sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore
delivered to the Trustee for cancellation, for principal of, premium, if any, and interest
to the Stated Maturity or date of redemption;




     (2) the Issuer has paid or caused to be paid all other sums then due and payable under
this Indenture by the Issuer;




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




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




     (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent
under this Indenture relating to the Discharge have been complied with.




     The Issuer may elect, at its option, to have its obligations discharged with respect to
the outstanding Notes. Such defeasance means that the Issuer will be deemed to have paid
and discharged the entire indebtedness represented by the outstanding Notes, except for:




     (1) the rights of Holders of such Notes to receive payments in respect of the principal
of and any premium and interest on such Notes when payments are due,




     (2) the Issuer’s obligations with respect to such Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the



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maintenance of an office or agency for payment and money for security payments held in
trust,




     (3) the rights, powers, trusts, duties and immunities of the Trustee,




     (4) the Company’s right of optional redemption, and




     (5) the defeasance provisions of this Indenture.




			
	SECTION 8.3	 	Covenant Defeasance.





     Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section
8.3, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from its obligations under the covenants contained in Sections 4.3, 4.4, 4.7,
4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.20 and 5.1 hereof with respect to the
outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter,
“covenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, covenant defeasance means that, with respect to the
outstanding Notes, the Issuer or any of its Subsidiaries 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 6.1
hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, Sections 6.1(3) and (5) hereof shall not constitute Events of Default.




			
	SECTION 8.4	 	Conditions to Defeasance or Covenant Defeasance.





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



     In order to exercise either defeasance or covenant defeasance:




     (1) the Issuer must irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to the benefits of the Holders of
such Notes: (A) money in an amount, or (B) U.S. government obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than the due date of any payment, money in an amount or (C) a
combination thereof, in each case sufficient without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be




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certification thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the
principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof
or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name and at the expense of the Issuer)
the redemption date thereof, as the case may be, in accordance with the terms of this
Indenture and such Notes;




     (2) in the case of defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable United States federal income tax law, in either
case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Notes will not recognize gain or loss for United States federal income tax
purposes as a result of the deposit, defeasance and discharge to be effected with respect to
such Notes and will be subject to United States federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit, defeasance and
discharge were not to occur;




     (3) in the case of covenant defeasance, the Issuer shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not
recognize gain or loss for United States federal income tax purposes as a result of the
deposit and covenant defeasance to be effected with respect to such Notes and will be
subject to federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit and covenant defeasance were not to occur;




     (4) no Default or Event of Default with respect to the outstanding Notes shall have
occurred and be continuing at the time of such deposit after giving effect thereto (other
than a Default or Event of Default resulting from the borrowing of funds to be applied to
such deposit and the grant of any Lien to secure such borrowing);




     (5) such defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the TIA (assuming all Notes are in default within
the meaning of the TIA);




     (6) such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, any material agreement or material instrument (other than
this Indenture) to which the Company is a party or by which the Company is bound; and




     (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such
defeasance or covenant defeasance have been complied with.



     In the event of a defeasance or a Discharge, a Holder whose taxable year straddles the deposit
of funds and the distribution in redemption to such Holder would be subject to tax on any
gain (whether characterized as capital gain or market discount) in the year of deposit rather
than



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in the year of receipt. In connection with a Discharge, in the event the Issuer becomes
insolvent within the applicable preference period after the date of deposit, monies held for the
payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such
monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders
may be subject to disgorgement in favor of the Issuer’s estate. Similar results may apply upon the
insolvency of the Issuer during the applicable preference period following the deposit of monies in
connection with defeasance.




     Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with
respect to a Defeasance need not to be delivered if all Notes not therefore delivered to the
Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at
Stated Maturity 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.



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




     Subject to Section 8.6 hereof, all money and non-callable U.S. government obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in
respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or any 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, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.



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



     Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all
liability with respect to any money or non-callable U.S. government obligations held by it as
provided in Section 8.4 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 8.4(1) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.



     SECTION 8.6 Repayment to Issuer.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust
for the payment of the principal of, premium, if any, or interest, if any, on any Note and



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




SECTION 8.7 Reinstatement.




     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
U.S. government obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by
reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations of the Issuer under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2
or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money
in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the
Issuer makes any payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment `from the money held by the Trustee or Paying Agent.



ARTICLE IX




AMENDMENT, SUPPLEMENT AND WAIVER




SECTION 9.1 Without Consent of Holders of the Notes.




     Notwithstanding Section 9.2 of this Indenture, without the consent of any Holders, the Issuer,
the Guarantors and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to this Indenture and the Guarantees for any of the following purposes:




     (1) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company in this Indenture, the Guarantees and the
Notes;




     (2) to add to the covenants of the Company for the benefit of the Holders, or to
surrender any right or power herein conferred upon the Issuer;




     (3) to add additional Events of Default;



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




     (5) to evidence and provide for the acceptance of appointment under this Indenture by a
successor Trustee;




     (6) to provide for or confirm the issuance of Additional Notes in accordance with the
terms of this Indenture;




     (7) to add a Guarantor or to release a Guarantor in accordance with this Indenture;




     (8) to cure any ambiguity, defect, omission, mistake or inconsistency;




     (9) to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such actions pursuant to this clause (9) shall not adversely
affect the interests of the Holders in any material respect, as determined in good faith by
the Board of Directors of the Company;




     (10) to conform the text of this Indenture or the Notes to any provision of the
“Description of Notes” in the Offering Memorandum to the extent that the Trustee has
received an Officers’ Certificate stating that such text constitutes an unintended conflict
with the description of the corresponding provision in the “Description of Notes”; or




     (11) to effect or maintain the qualification of the Indenture under the TIA.



SECTION 9.2 With Consent of Holders of Notes.




     With the consent of the Holders of not less than a majority in aggregate principal amount of
the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or
indentures supplemental to this Indenture for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying
in any manner the rights of the Holders under this Indenture, including the definitions herein;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each outstanding Note affected thereby:



     (1) change the Stated Maturity of any Note or of any installment of interest on any
Note, or reduce the amount payable in respect of the principal thereof or the rate of
interest thereon or any premium payable thereon, or reduce the amount that would be due and
payable on acceleration of the maturity thereof, or change the place of payment where, or
the coin or currency in which, any Note or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof, or change the date on which any Notes may be
subject to redemption or reduce the Redemption Price therefor,



     (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the
consent of whose Holders is required for any such supplemental indenture, or



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the consent of
whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture,




     (3) modify the obligations of the Company to make Offers to Purchase upon a Change of
Control or from the Excess Proceeds of Asset Sales if such modification was done after the
occurrence of such Change of Control or such Asset Sale,




     (4) modify or change any provision of this Indenture affecting the ranking of the Notes
or any Note Guarantee in a manner adverse to the Holders of the Notes,




     (5) modify any of the provisions of this paragraph or provisions relating to waiver of
defaults or certain covenants, except to increase any such percentage required for such
actions or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Note affected thereby, or




     (6) release any Guarantees required to be maintained under this Indenture (other than
in accordance with the terms of this Indenture).



     The Holders of not less than a majority in aggregate principal amount of the outstanding Notes
may on behalf of the Holders of all the Notes waive any past default under this Indenture and its
consequences, except a default:




     (1) in any payment in respect of the principal of (or premium, if any) or interest on
any Notes (including any Note which is required to have been purchased pursuant to an Offer
to Purchase which has been made by the Issuer), or




     (2) in respect of a covenant or provision hereof which under this Indenture cannot be
modified or amended without the consent of the Holder of each outstanding Note affected,


each of which, for the avoidance of doubt, shall require the consent of all the Holders of the
Notes outstanding.




SECTION 9.3 Compliance with Trust Indenture Act.




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



SECTION 9.4 Revocation and Effect of Consents.




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



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the
waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes
effective in accordance with its terms, it thereafter binds every Holder.




     The Issuer may, but shall not be obligated to, fix a record date for determining which Holders
consent to such amendment, supplement or waiver. If the Issuer fixes a record date, the record
date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished for the Trustee prior to such solicitation
pursuant to Section 2.5 hereof or (ii) such other date as the Issuer shall designate.



SECTION 9.5 Notation on or Exchange of Notes.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee
shall 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.



     After any amendment, supplement or waiver becomes effective, the Company shall mail to Holders
a notice briefly describing such amendment, supplement or waiver. The failure to give such notice
shall not affect the validity and effect of such amendment, supplement or waiver.



SECTION 9.6 Trustee to Sign Amendments, Etc.




     The Trustee shall sign any amended or supplemental indenture authorized pursuant to this
Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Issuer and the Guarantors may not sign an amendment or
supplemental indenture until their respective Boards of Directors approve it. In signing or
refusing to sign any amendment or supplemental indenture the Trustee shall be entitled to receive
and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental
indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have
been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and
that it will be valid and binding upon the Issuer in accordance with its terms.



ARTICLE X




NOTE GUARANTEES




SECTION 10.1 Note Guarantees.




     (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably
guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf



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of such
Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in
full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise
(including, without limitation, the amount that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue
principal, if any, and interest on any overdue interest, to the extent lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be 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 of any such other obligations, the same
shall be 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. Each of the Note Guarantees
shall be a guarantee of payment and not of collection.




     (b) Each Guarantor hereby agrees that its 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.



     (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for 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 or any other Person, protest, notice and all demands
whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to
any Note except by complete performance of the obligations contained in such Note and such Note
Guarantee or as provided for in this Indenture. Each of the Guarantors hereby agrees that, in the
event of a default in payment of principal or premium, if any or interest on such Note, whether at
its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings
may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms
and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such
Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor.
Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to
enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay
to the Trustee for the account of the Holders, upon demand
therefor, the amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Trustee or any of the Holders.



     (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer
or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in
relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such
Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall
be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding
any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount
required to be returned. This paragraph (d) shall survive the termination of this Indenture.



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     (e) Each Guarantor further agrees that, as between each 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 VI hereof for the purposes of the Note Guarantee of such
Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such
obligations as provided in Article VI hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of
such Guarantor.



SECTION 10.2 Execution and Delivery of Note Guarantee.




     To evidence its Note Guarantee set forth in Section 10.1, each Guarantor agrees that a
notation of such Note Guarantee substantially in the form attached hereto as Exhibit B
shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note
Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an
officer is not available, by a board member or director) on behalf of such Guarantor by manual or
facsimile signature. In case the officer, board member or director of such Guarantor who shall
have signed such notation of Note Guarantee shall cease to be such officer, board member or
director before the Note on which such Note Guarantee is endorsed shall have been authenticated and
delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the
Person who signed such notation of Note Guarantee had not ceased to be such officer, board member
or director.



     Each Guarantor agrees that its Note Guarantee set forth in Section 10.1 shall remain in full
force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a
notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture
on behalf of the Guarantors.



     The failure to endorse a Note Guarantee shall not affect or impair the validity thereof.



SECTION 10.3 Severability.




     In case any provision of any Note 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.



SECTION 10.4 Limitation of Guarantors’ Liability.




     Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention
of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer
or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent
transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and
Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee
shall be limited to the maximum amount that will not, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any collections



-96-









 




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 its Note Guarantee, result in the obligations of such
Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.




SECTION 10.5 Guarantors May Consolidate, Etc., on Certain Terms.




     Except as otherwise provided in Section 10.6, a Guarantor may not sell or otherwise dispose of
all or substantially all of its assets, or consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person unless:




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




     (2) either:




     (A) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger assumes all the
obligations of that Guarantor under this Indenture pursuant to a supplemental
indenture satisfactory to the Trustee; or




     (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor
are applied in accordance with the provisions of Section 4.10 hereof; and




     (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such sale, other disposition,
consolidation or merger complies with the requirements of this Indenture.



     In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall
in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees
theretofore and thereafter issued in accordance with the terms of this Indenture as though all such
Note Guarantees had been issued at the date of the execution hereof.



     Except as set forth in Articles IV and V hereof, and notwithstanding clauses (1) and (2)
above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation
or merger of a Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the
Issuer or another Guarantor.



-97-









 





SECTION 10.6 Releases Following Sale of Assets.




     Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, (1)
in connection with any sale or other disposition by the Issuer or any Subsidiary of the Issuer of
all or substantially all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to such transaction) a
Subsidiary, if the Issuer or the Guarantor applies the Net Proceeds of that sale or other
disposition in accordance with the provisions of Section 4.10 hereof; or (2) in connection with any
sale of all of the Capital Stock of a Guarantor by the Issuer or any Subsidiary of the Issuer to a
Person that is not (either before or after giving effect to such transaction) a Subsidiary, if the
Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of Section 4.10
hereof. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Issuer in accordance with the provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.



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



SECTION 10.7 Release of a Guarantor.




     Any Guarantor that is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary in accordance with the terms of this Indenture shall, at such time, be deemed
automatically and unconditionally released and discharged of its obligations under its Note
Guarantee without any further action on the part of the Trustee or any Holder. The Trustee shall
deliver an appropriate instrument evidencing such release upon receipt of the Company’s request for
such release accompanied by an Officers’ Certificate certifying as to the compliance with this
Section 10.7. Any Guarantor not so released shall remain liable for the full amount of principal
of and interest on the Notes as provided in its Note Guarantee.



SECTION 10.8 Benefits Acknowledged.




     Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that its guarantee and waivers pursuant
to its Note Guarantee are knowingly made in contemplation of such benefits.



SECTION 10.9 Future Guarantors.




     Each Person that is required to become a Guarantor after the Issue Date pursuant to Section
4.17 shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which
such Person shall become a Guarantor. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an
Officers’ Certificate to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Person and that, subject to the application of bankruptcy,
insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to



-98-









 




creditors’ rights generally and to the principles of equity, whether considered in a proceeding at
law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such
Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other
matters as the Trustee may reasonably request.




ARTICLE XI




MISCELLANEOUS




SECTION 11.1 Trust Indenture Act Controls.




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



SECTION 11.2 Notices.




     Any notice or communication by the Issuer, 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), telecopier or overnight air courier guaranteeing next day delivery, to
the others address:


If to the Issuer or any Guarantor:



Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Facsimile: (770) 263-3582

Attention: General Counsel



With a copy to:



King & Spalding LLP

1185 Avenue of the Americas

New York, New York 10036

Facsimile: (212) 556-2222

Attention: E. William Bates, II



If to the Trustee:



HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018

Facsimile: (212) 525-1300

Attention: Gloria Alli




-99-









 





     The Issuer, the Guarantors and 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 and the Trustee) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier promising next Business Day delivery.



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



     If a notice or communication is mailed or delivered in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it, except in the case of
notices or communications given to the Trustee, which shall be effective only upon actual receipt.



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



SECTION 11.3 Communication by Holders of Notes with Other Holders of Notes.




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



SECTION 11.4 Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Issuer to the Trustee to take any action under this
Indenture (other than the initial issuance of the Notes), the Issuer shall furnish to the Trustee
upon request:




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




     (b) an Opinion of Counsel (which shall include the statements set forth in Section 11.5
hereof) stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.



-100-









 





SECTION 11.5 Statements Required in Certificate or Opinion.




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




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




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




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




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



SECTION 11.6 Rules by Trustee and Agents.




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



SECTION
11.7 No Personal Liability of Directors, Officers, Employees, Stockholders and the Trustee.




     No director, officer, employee, stockholder, general or limited partner or incorporator, past,
present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall
have any personal liability for any obligations of the Issuer under the Notes, any Note
Guarantee or this Indenture by reason of his, her or its status as such director, officer,
employee, stockholder, general or limited partner or incorporator.



     No recourse may, to the full extent permitted by applicable law, be taken, directly or
indirectly, with respect to the obligations of the Company or the Guarantors on the Notes or under
this Indenture or any related documents, any certificate or other writing delivered in connection
therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner,
beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in
its individual capacity, or (iii) any holder of equity in the Trustee.



     Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.



-101-









 





SECTION 11.8 Governing Law.




     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE
NOTES AND THE NOTE GUARANTEES, IF ANY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



SECTION 11.9 No Adverse Interpretation of Other Agreements.




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



SECTION 11.10 Successors.




     All agreements of the Issuer and the Guarantors in this Indenture and the Notes and the Note
Guarantees, as applicable, shall bind their respective successors and assigns. All agreements of
the Trustee in this Indenture shall bind its successors and assigns.



SECTION 11.11 Severability.




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



SECTION 11.12 Counterpart Originals.




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



SECTION 11.13 Table of Contents, Headings, Etc.




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



SECTION 11.14 Qualification of Indenture.




     The Issuer 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 Issuer, 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 Issuer and the Guarantors any such



-102-









 




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.




[Signatures on following page]




-103-









 





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



	 	 	 	 	 
	 	ROCK-TENN COMPANY

 	 
	 	By:  	/s/ Steven C. Voorhees
 	 
	 	 	Name:  	Steven C. Voorhees 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 




 









 





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



ALLIANCE DISPLAY, LLC

FOLD-PAK, LLC (f/k/a GSD PACKAGING, LLC)

PCPC, INC.

ROCK-TENN CANADA HOLDINGS, INC.

ROCK-TENN COMPANY OF TEXAS

ROCK-TENN CONVERTING COMPANY

ROCK-TENN LEASING COMPANY, LLC

ROCK-TENN MILL COMPANY, LLC

ROCK-TENN PACKAGING AND PAPERBOARD

ROCK-TENN PACKAGING COMPANY

ROCK TENN PARTITION COMPANY

ROCK-TENN SERVICES INC.

ROCK-TENN SHARED SERVICES, LLC

WALDORF CORPORATION




	 	 	 	 	 
	 	 	 
	 	By:  	                                           /s/ Steven C. Voorhees
 	 
	 	 	Name:  	Steven C. Voorhees 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 




-2-









 





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



PREFLEX LLC

SCHIFFENHAUS INDUSTRIES, INC.

SCHIFFENHAUS PACKAGING CORP.

SCHIFFENHAUS SERVICES, INC.

SOUTHERN CONTAINER CORP.

SOUTHERN CONTAINER HOLDING CORP.

SOUTHERN CONTAINER MANAGEMENT CORP.

TENNCORR CONTAINERBOARD INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                                           /s/ Steven C. Voorhees
 	 
	 	 	Name:  	Steven C. Voorhees 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 




-3-









 





	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Harawattee Alli
 	 
	 	 	Name:  	Gloria Alli 	 
	 	 	Title:  	Vice President 	 
	 




-4-









 





EXHIBIT A




FORM OF 91/4 % SENIOR NOTE




(Face of Note)

91/4 % Senior Notes due 2016




[Global Notes Legend]




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




[Restricted Notes Legend]




[Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture]




A-1 









 





ROCK-TENN COMPANY

91/4 % SENIOR NOTES DUE 2016




	 	 	 
	No.           

	 	144A CUSIP: 772739AE8
	 

	 	144A ISIN: [US772739AE89]
	 
	 	 
	 

	 	REG S CUSIP: [U75130AA9]
	 

	 	REG S ISIN: [USU75130AA97]






     Rock-Tenn Company promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars ($          ) on March 15, 2016.



     Interest Payment Dates: March 15 and September 15, beginning September 15, 2008



     Record Dates: March 1 and September 1



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



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under
the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



A-2 









 





     In WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.



     Dated [          ], 200[ ]



	 	 	 	 	 
	 	ROCK-TENN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-3 









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes

referred to in the within-mentioned Indenture:

Dated: [          ], 200[ ]




	 	 	 	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION, 

   as Trustee
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 







A-4 











 






(Reverse of Note)

91/4% Senior Notes due 2016

ROCK-TENN COMPANY




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



     (1) Interest.



     (a) Rock-Tenn Company, a Georgia corporation, or its successor (together, “Rock-Tenn”),
promises to pay interest on the principal amount of this Note (the “Notes”) at a fixed rate.
Rock-Tenn will pay interest in United States dollars (except as otherwise provided herein)
semiannually in arrears on March 15 and September 15 of each year, commencing on September 15, 2008
or, if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from and including March 5 2008; provided that if there
is no existing Default or Event of Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date (but after September 15, 2008), interest shall accrue from such next succeeding
Interest Payment Date, except in the case of the original issuance of the Notes, in which case
interest shall accrue from the date of authentication. Rock-Tenn shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be modified by United States law of
general application.



     [(b) Registration Rights Agreement. The Holder of this Note is entitled to the
benefits of a Registration Rights Agreement, dated as of March 5, 2008, among the Issuer, the
Guarantors party thereto and the Initial Purchasers.]1



     (2) Method of Payment. Rock-Tenn will pay interest on the Notes (except defaulted
interest) on the applicable Interest Payment Date to the Persons who are registered Holders of the
Notes at the close of business on the March 1 and September 1 preceding the Interest Payment Date,
even if such Notes are cancelled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.





 




			
	1To be included only in the Initial Notes on the Issue
Date and any Additional Notes that bear the Restricted Note Legend.




A-5 









 









The Notes shall be payable as to principal, premium and interest at the office or agency of
Rock-Tenn maintained for such purpose within or without the City and State of New York, or, at the
option of Rock-Tenn, payment of interest 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 shall be required with respect to principal of, premium, if any, and
interest on, all Global Notes and all other Notes the Holders of which shall have provided written
wire transfer instructions to Rock-Tenn and 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.




     Any payments of principal of and interest on this Note prior to Stated Maturity shall be
binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount
due and payable at the maturity of this Note shall be payable only upon presentation and surrender
of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.



     (3) Paying Agent and Registrar. Initially, HSBC Bank USA, National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. Rock-Tenn may change any
Paying Agent or Registrar without notice to any Holder. Rock-Tenn or any of its Restricted
Subsidiaries may act in any such capacity.



     (4) Indenture. Rock-Tenn issued the Notes under an Indenture, dated as of March 5,
2008 (the “Indenture”), among Rock-Tenn, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made a part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent
the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture
shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes issued on the Issue Date are senior
unsecured Obligations of Rock-Tenn limited to $200,000,000 in aggregate principal amount, plus
amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in
Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance
with certain conditions.



     The payment of principal and interest on the Notes is unconditionally guaranteed on a senior
basis by the Guarantors.



     (5) Optional Redemption.



     (a) The Notes may be redeemed, in whole or in part, at any time prior to March 15, 2012, at
the option of Rock-Tenn, upon not less than 30 nor more than 60 days’ prior notice sent
electronically or mailed by first-class mail to each Holder’s registered address, 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, if any, to, 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).



A-6 









 





     (b) The Notes are subject to redemption, at the option of Rock-Tenn, in whole or in part, at
any time on or after March 15, 2012, upon not less than 30 nor more than 60 days’ notice at the
following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set
forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date
(subject to the right of Holders of record on the relevant regular record date to receive interest
due on an interest payment date that is on or prior to the redemption date), if redeemed during the
12-month period beginning March 15 of the years indicated:



	 	 	 	 	 
	       Year 	 	Percentage
	2012
	 	 	104.625	%
	2013
	 	 	102.313	%
	2014 and thereafter
	 	 	100.000	%






     (c) In addition to the optional redemption of the Notes in accordance with the provisions of
the preceding paragraph, prior to March 15, 2011, Rock-Tenn may, with the net proceeds of one or
more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the
outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.250% of the
principal amount of thereof, together with accrued and unpaid interest thereon, if any, to the date
of redemption; provided that at least 65% of the principal amount of Notes then outstanding
(including Additional Notes) remains outstanding immediately after the occurrence of any such
redemption (excluding Notes held by Rock-Tenn or its Subsidiaries) and that any such redemption
occurs within 90 days following the closing of any such Qualified Equity Offering.



     (6) Mandatory Redemption. Rock-Tenn shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.



     (7) Repurchase at Option of Holder.



     (a) Upon the occurrence of a Change of Control, unless Rock-Tenn has exercised its rights to
redeem all of the Notes pursuant to Section 3.7 of the Indenture, Rock-Tenn will make an Offer to
Purchase for all of the outstanding Notes at a purchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to but not including
the date of purchase. Within 60 days following any Change of Control, Rock-Tenn will mail or
deliver a notice to each Holder describing the transaction or transactions that constitute the
Change of Control setting forth the procedures governing the Change of Control Offer required by
the Indenture.



     (b) Upon the occurrence of certain Asset Sales, Rock-Tenn may be required to offer to purchase
the Notes.



     (c) Holders of the Notes that are the subject of an Offer to Purchase will receive notice of
an Offer to Purchase pursuant to an Asset Sale or a Change of Control from Rock-Tenn prior to any
related Purchase Date and may elect to have such Notes purchased by completing the form titled
“Option of Holder to Elect Purchase” appearing below.



A-7 









 





     (8) Notice of Redemption. Notice of redemption shall be delivered at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but
only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess
thereof), unless all of the Notes held by a Holder are to be redeemed. On and after the redemption
date, interest ceases to accrue on the Notes or portions hereof called for redemption.



     (9) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
The transfer of the Notes may be registered and the 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 Rock-Tenn may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. Rock-Tenn need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of
any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period
between a record date and the corresponding Interest Payment Date.



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



     (11) Amendment, Supplement and Waiver. Subject to the following paragraphs, the
Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the then outstanding Notes, including, without
limitation, consents obtained in connection with a purchase of or tender offer or exchange offer
for Notes, and any existing Default or Event of Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes, including consents obtained in connection with a
tender offer or exchange offer for the Notes.



     Without the consent of any Holders, Rock-Tenn, the Guarantors and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental to the Indenture for any of
the following purposes:




     (1) to evidence the succession of another Person to Rock-Tenn and the assumption by any
such successor of the covenants of Rock-Tenn in the Indenture, the Guarantees and the Notes;




     (2) to add to the covenants of Rock-Tenn for the benefit of the Holders, or to
surrender any right or power herein conferred upon Rock-Tenn;




     (3) to add additional Events of Default;




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



A-8 









 






     (5) to evidence and provide for the acceptance of appointment under the Indenture by a
successor Trustee;




     (6) to provide for or confirm the issuance of Additional Notes in accordance with the
terms of the Indenture;




     (7) to add a Guarantor or to release a Guarantor in accordance with the Indenture;




     (8) to cure any ambiguity, defect, omission, mistake or inconsistency;




     (9) to make any other provisions with respect to matters or questions arising under the
Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect
the interests of the Holders in any material respect, as determined in good faith by the
Board of Directors of Rock-Tenn;




     (10) to conform the text of the Indenture or the Notes to any provision of the
“Description of Notes” in the Offering Memorandum to the extent that the Trustee has
received an Officers’ Certificate stating that such text constitutes an unintended conflict
with the description of the corresponding provision in the “Description of Notes”; or




     (11) to effect or maintain the qualification of the Indenture under the TIA.



     With the consent of the Holders of not less than a majority in aggregate principal amount of
the outstanding Notes, Rock-Tenn, the Guarantors and the Trustee may enter into an indenture or
indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in
any manner the rights of the Holders under the Indenture, including the definitions therein;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each outstanding Note affected thereby:




     (1) change the Stated Maturity of any Note or of any installment of interest on any
Note, or reduce the amount payable in respect of the principal thereof or the rate of
interest thereon or any premium payable thereon, or reduce the amount that would be due and
payable on acceleration of the maturity thereof, or change the place of payment where, or
the coin or currency in which, any Note or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof, or change the date on which any Notes may be subject to redemption
or reduce the Redemption Price therefor,




     (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the
consent of whose Holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences) provided for in the
Indenture,



A-9 









 






     (3) modify the obligations of Rock-Tenn to make Offers to Purchase upon a Change of
Control or from the Excess Proceeds of Asset Sales if such modification was done after the
occurrence of such Change of Control or such Asset Sale,




     (4) modify or change any provision of the Indenture affecting the ranking of the Notes
or any Note Guarantee in a manner adverse to the Holders of the Notes,




     (5) modify any of the provisions of this paragraph or provisions relating to waiver of
defaults or certain covenants, except to increase any such percentage required for such
actions or to provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Note affected thereby, or




     (6) release any Guarantees required to be maintained under the Indenture (other than in
accordance with the terms of the Indenture).



     The Holders of not less than a majority in aggregate principal amount of the outstanding Notes
may on behalf of the Holders of all the Notes waive any past default under the Indenture and its
consequences, except a default:




     (1) in any payment in respect of the principal of (or premium, if any) or interest on
any Notes (including any Note which is required to have been purchased pursuant to an Offer
to Purchase which has been made by the Issuer), or




     (2) in respect of a covenant or provision hereof which under the Indenture cannot be
modified or amended without the consent of the Holder of each outstanding Note affected.



     (12) Defaults and Remedies. Events of Default include:




     (1) default in the payment in respect of the principal of (or premium, if any, on) any
Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration,
optional redemption or otherwise);




     (2) default in the payment of any interest upon any Note when it becomes due and
payable, and continuance of such default for a period of 30 days;




     (3) failure to perform or comply with the Indenture provisions described under Section
4.3 thereof and continuance of such failure to perform or comply for a period of 120 days
after written notice thereof has been given to Rock-Tenn by the Trustee or to Rock-Tenn and
the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding
Notes;




     (4) except as permitted by the Indenture, any Note Guarantee of any Significant
Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary), shall for any reason cease to be, or it shall be asserted by



A-10 









 







any Guarantor or Rock-Tenn not to be, in full force and effect and enforceable in
accordance with its terms;




     (5) default in the performance, or breach, of any covenant or agreement of Rock-Tenn or
any Guarantor in the Indenture (other than a covenant or agreement a default in whose
performance or whose breach is specifically dealt with in clause (1), (2) (3) or (4) above),
and continuance of such default or breach for a period of 60 days after written notice
thereof has been given to Rock-Tenn by the Trustee or to Rock-Tenn and the Trustee by the
Holders of at least 25% in aggregate principal amount of the outstanding Notes;




     (6) a default or defaults under any bonds, debentures, notes or other evidences of Debt
(other than the Notes) by Rock-Tenn or any Restricted Subsidiary having, individually or in
the aggregate, a principal or similar amount outstanding of at least $75.0 million, whether
such Debt now exists or shall hereafter be created, which default or defaults shall have
resulted in the acceleration of the maturity of such Debt prior to its express maturity or
shall constitute a failure to pay at least $75.0 million of such Debt when due and payable
after the expiration of any applicable grace period with respect thereto;




     (7) the entry against Rock-Tenn or any Restricted Subsidiary that is a Significant
Subsidiary of a final judgment or final judgments for the payment of money in an aggregate
amount in excess of $75.0 million, by a court or courts of competent jurisdiction, which
judgments remain undischarged, unwaived, unstayed, unbonded or
unsatisfied for a period of 60
consecutive days; or




     (8) (i) Rock-Tenn, any Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:




     (a) commences a voluntary case,




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




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




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




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




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




     (a) is for relief against Rock-Tenn or any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, in an involuntary case;



A-11 









 






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




     (c) orders the liquidation of Rock-Tenn or any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary;


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




     If an Event of Default (other than an Event of Default specified in clause (8) above with
respect to Rock-Tenn) occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the
principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a
notice in writing to Rock-Tenn (and to the Trustee if given by Holders); provided, however, that
after such acceleration, but before a judgment or decree based on acceleration, the Holders of a
majority in aggregate principal amount of the outstanding Notes may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the nonpayment of
accelerated principal of or interest on the Notes, have been cured or waived as provided in the
Indenture.



     In the event of a declaration of acceleration of the Notes solely because an Event of Default
described in clause (6) above has occurred and is continuing, the declaration of acceleration of
the Notes shall be automatically rescinded and annulled if the event of default or payment default
triggering such Event of Default pursuant to clause (6) shall be remedied or cured by Rock-Tenn or
a Restricted Subsidiary of Rock-Tenn or waived by the holders of the relevant Debt within 20
Business Days after the declaration of acceleration with respect thereto and if the rescission and
annulment of the acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the
Notes.



     If an Event of Default specified in clause (8) above occurs with respect to Rock-Tenn, the
principal of and any accrued interest on the Notes then outstanding shall ipso facto become
immediately due and payable without any declaration or other act on the part of the Trustee or any
Holder. For further information as to waiver of defaults, see Article IX of the Indenture. The
Trustee may withhold from Holders notice of any Default (except Default in payment of principal of,
premium, if any, and interest) if the Trustee determines that withholding notice is in the interest
of the Holders to do so.



     (13) Trustee Dealings with Rock-Tenn. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for Rock-Tenn, the
Guarantors or their respective Affiliates, and may otherwise deal with Rock-Tenn, the Guarantors or
their respective Affiliates, as if it were not the Trustee.



A-12 









 





     (14) No Recourse Against Others. No director, officer, employee, stockholder, general
or limited partner or incorporator, past, present or future, of Rock-Tenn, the Guarantors or any of
their respective Subsidiaries, as such or in such capacity, shall have any personal liability for
any obligations of the Issuer under the Notes, any Guarantee or the Indenture by reason of his, her
or its status as such director, officer, employee, stockholder, general or limited partner or
incorporator.



     No recourse may, to the full extent permitted by applicable law, be taken, directly or
indirectly, with respect to the obligations of Rock-Tenn or the Guarantors on the Notes or under
the Indenture or any related documents, any certificate or other writing delivered in connection
therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner,
beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in
its individual capacity, or (iii) any holder of equity in the Trustee.



     Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.



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



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



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



     (18) THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE
NOTES AND THE NOTE GUARANTEES, IF ANY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE
TRANSACTIONS CONTEMPLATED HEREBY



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


Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Attention: General Counsel




A-13 









 









ASSIGNMENT FORM




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



	 		
	 


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


	 	 
	 


	 	 
	 


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






and irrevocably appoint                                                                   
                                                                            
                  

to transfer this Note on the books of Rock-Tenn. 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:                     




     (Signature must be guaranteed by a participant in a recognized signature guarantee medallion
program)



A-14 









 





OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by Rock-Tenn pursuant to 4.10 (Asset Sale) or
4.14 (Change of Control) of the Indenture, check the box below:



[    ] Section 4.10           [    ] Section 4.14




     If you want to elect to have only part of the Note purchased by Rock-Tenn pursuant to Section
4.10 or 4.14 of the Indenture, state the amount you elect to have purchased:



$                    




	 	 	 
	Date:                     

	 	Your
Signature: 

	 

	 	(Sign exactly as your name appears on the Note)
	 
	 	 
	 

	 	Tax Identification Number:  
 







Signature guarantee:                    




     (Signature must be guaranteed by a participant in a recognized signature guarantee medallion
program)



A-15 









 





CERTIFICATE TO BE DELIVERED UPON

EXCHANGE OR REGISTRATION

OF RESTRICTED NOTES




Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Attention: General Counsel





HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018

Facsimile: (212) 525-1300

Attention: Gloria Alli




	 	 	 
	Re:

	 	Rock-Tenn Company 91/4 % Senior Note due 2016
	 

	 	CUSIP #
	 

	 	 





     Reference is hereby made to that certain Indenture dated March 5, 2008 (the “Indenture”) among
Rock-Tenn Company (“Rock-Tenn”), the Guarantors party thereto and HSBC Bank USA, National
Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Indenture.



     This certificate relates to $                     principal amount of Notes held in (check applicable space)                     
book-entry
or                     definitive form by the undersigned.



     The
undersigned                     (transferor) (check one box below):



     o      hereby requests the Registrar to deliver in exchange for its beneficial interest in the
Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized
denominations and an aggregate principal amount equal to its beneficial interest in such Global
Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture;



     o      hereby requests the Trustee to exchange or register the transfer of a Note or Notes to
                     (transferee).



     In connection with any transfer of any of the Notes evidenced by this certificate occurring
prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933,
as amended, the undersigned confirms that such Notes are being transferred in accordance with its
terms:



A-16 









 





     CHECK ONE BOX BELOW:



     (1)     o      to Rock-Tenn or any of its subsidiaries, subject to Section 2.6 of the Indenture; or



     (2)      o      inside the United States to a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act of 1933, as amended) that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that such transfer is being made in
reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in
compliance with Rule 144A thereunder; or



     (3)     o      outside the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder; or



     (4)      o      pursuant to an effective registration statement under the Securities Act of 1933, as
amended.



A-17 









 





     Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder thereof.



	 	 	 	 	 
	 

	 	 

Signature
	 	 






Signature Guarantee:                                                            

(Signature must be guaranteed by a participant

in a recognized signature guarantee medallion program)




TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.



     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by Rule 144A.



	 	 	 
	 

	 	[Name of Transferee]
	 
	 	 
	 
	 	 
	Dated:                     
	 	 





NOTICE: To be executed by an executive officer




A-18 









 








SCHEDULE A




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for other 91/4% Senior Notes have been
made:



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






A-19 












 





EXHIBIT B




FORM OF NOTATIONAL GUARANTEE




     Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes
any successors or assigns under that certain Indenture, dated as of March 5, 2008, by and among
Rock-Tenn Company (“Rock-Tenn”), the Guarantors party thereto and the Trustee (as amended and
supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the
91/4% Senior Notes due 2016 (the “Notes”) and the obligations of Rock-Tenn under the Indenture, which
include (i) the due and punctual payment of the principal of, premium, if any, and interest on the
Notes of Rock-Tenn, whether at stated maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal and premium, if any, and (to the extent permitted by
law) interest on any interest, if any, on the Notes, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee all in accordance with the terms set
forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of
any Notes or any such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under
this Note Guarantee or the Indenture.



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



     No stockholder, employee, officer, director or incorporator, as such, past, present or future
of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status
as such stockholder, employee, officer, director or incorporator.



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



     This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Note upon which this Note Guarantee is noted shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized officers. The
Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to
insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable
law.



B-1









 





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



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



     Dated
as of                                         



	 	 	 	 	 
	 	 	[NAME OF GUARANTOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






B-2









 





EXHIBIT C




[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]




Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Attention: General Counsel




HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018

Facsimile: (212) 525-1300

Attention: Gloria Alli




     Re: Rock-Tenn Company 91/4 % Senior Notes due 2016 (the “Notes”)



Ladies and Gentlemen:



     In
connection with our proposed sale of $                      aggregate principal amount at maturity of
the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance
with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred
to a person that we reasonably believe is purchasing the Notes 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 Notes are being transferred in
compliance with any applicable blue sky securities laws of any state of the United States.



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



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signature






C-1









 





Signature
guarantee:                                         




     (Signature must be guaranteed by a participant in a recognized signature guarantee medallion
program)



C-2









 





EXHIBIT D




[FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S]




Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Attention: General Counsel




HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018

Facsimile: (212) 525-1300

Attention: Gloria Alli




     Re:  Rock-Tenn Company 91/4 % Senior Notes due 2016 (the “Notes”)



Ladies and Gentlemen:




     In
connection with our proposed sale of $                      aggregate principal amount of the Notes, we
confirm that such sale has been effected pursuant to and in accordance with Regulation S under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent
that:




     (1) the offer of the Notes was not made to a person in the United States;




     (2) either (a) at the time the buy order was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States or (b) the transaction was executed in, on or
through the facilities of a designated off-shore securities market and neither we nor any
person acting on our behalf knows that the transaction has been pre-arranged with a buyer in
the United States;




     (3) no directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and




     (4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.




     In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)
or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in
accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be.



D-1









 





     Rock-Tenn Company and you are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signature






     Signature
guarantee:                                         



     (Signature must be guaranteed by a participant in a recognized signature guarantee medallion
program)




D-2