Senior Indenture, dated July 6, 2006, among Buck Acquisition Corp., Dollar
      General Corporation, the guarantors named therein and Well Fargo Bank, N.A.,
      as Trustee.


    EXHIBIT
      4.8

    EXECUTION
      VERSION


    
      

      

    

     

    INDENTURE

    


    Dated
      as
      of July
      6,
      2007

    


    Among

    


    BUCK
      ACQUISITION CORP.,

    


    DOLLAR
      GENERAL CORPORATION,

    


    THE
      GUARANTORS NAMED ON SCHEDULE I HERETO

    


    and

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    as
      Trustee

    


    


    10.625%
      SENIOR NOTES DUE 2015

    


     

    


     

    
      

      

    

    



    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CROSS-REFERENCE
      TABLE*

     

    
      	
              Trust
                Indenture Act Section

            	
              Indenture
                Section

            
	
              310 (a)(1)

            	
              7.10

            
	
              (a)(2)

            	
              7.10

            
	
              (a)(3)

            	
              N.A.

            
	
              (a)(4)

            	
              N.A.

            
	
              (a)(5)

            	
              7.10

            
	
              (b)

            	
              7.10

            
	
              (c)

            	
              N.A.

            
	
              311 (a)

            	
              7.11

            
	
              (b)

            	
              7.11

            
	
              (c)

            	
              N.A.

            
	
              312 (a)

            	
              2.05

            
	
              (b)

            	
              12.03

            
	
              (c)

            	
              12.03

            
	
              313 (a)

            	
              7.06;
                12.02

            
	
              (b)(1)

            	
              N.A.

            
	
              (b)(2)

            	
              7.06;
                7.07

            
	
              (c)

            	
              7.06;
                12.02

            
	
              (d)

            	
              7.06

            
	
              314 (a)

            	
              4.03;
                12.02; 12.05

            
	
              (b)

            	
              N.A.

            
	
              (c)(1)

            	
              12.04

            
	
              (c)(2)

            	
              12.04

            
	
              (c)(3)

            	
              N.A.

            
	
              (e)

            	
              12.05

            
	
              (f)

            	
              N.A.

            
	
              315 (a)

            	
              7.01

            
	
              (b)

            	
              7.05;
                12.02.

            
	
              (c)

            	
              7.01

            
	
              (d)

            	
              7.01

            
	
              (e)

            	
              6.14

            
	
              316 (a)(last
                sentence)

            	
              2.09

            
	
              (a)(1)(A)

            	
              6.05

            
	
              (a)(1)(B)

            	
              6.04

            
	
              (a)(2)

            	
              N.A.

            
	
              (b)

            	
              6.07

            
	
              (c)

            	
              9.04

            
	
              317 (a)(1)

            	
              6.08

            
	
              (a)(2)

            	
              6.12

            
	
              (b)

            	
              2.04

            
	
              318 (a)

            	
              12.01

            
	
              (b)

            	
              N.A.

            
	
              (c)

            	
              12.01

            


    

    


    N.A.
      means not applicable.

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

    



    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    


     

     

     

    
      	 	
              TABLE
                OF CONTENTS

            	 
	 	 	
              Page

            
	 	 	 
	 	
              ARTICLE
                1

            	 
	 	 	 
	 	
              DEFINITIONS
                AND INCORPORATION BY REFERENCE

            	 
	 	 	 
	
              Section
                1.01

            	
              Definitions

            	
              1

            
	
              Section
                1.02

            	
              Other
                Definitions

            	
              32

            
	
              Section
                1.03

            	
              Incorporation
                by Reference of Trust Indenture Act

            	
              33

            
	
              Section
                1.04

            	
              Rules
                of Construction.

            	
              33

            
	
              Section
                1.05

            	
              Acts
                of Holders

            	
              34

            


    

    


    
      	 	 	 
	 	
              ARTICLE
                2

            	 
	 	 	 
	 	
              THE
                NOTES

            	 
	 	 	 
	
              Section
                2.01

            	
              Form
                and Dating; Terms

            	
              35 

            
	
              Section
                2.02

            	
              Execution
                and Authentication

            	
              36 

            
	
              Section
                2.03

            	
              Registrar
                and Paying Agent

            	
              37 

            
	
              Section
                2.04

            	
              Paying
                Agent to Hold Money in Trust

            	
              37

            
	
              Section
                2.05

            	
              Holder
                Lists

            	
              37

            
	
              Section
                2.06

            	
              Transfer
                and Exchange

            	
               37 

            
	
              Section
                2.07

            	
              Replacement
                Notes

            	
              48 

            
	
              Section
                2.08

            	
              Outstanding
                Notes

            	
              48 

            
	
              Section
                2.09

            	
              Treasury
                Notes

            	
              49

            
	
              Section
                2.10

            	
              Temporary
                Notes

            	
              49

            
	
              Section
                2.11

            	
              Cancellation

            	
              49

            
	
              Section
                2.12

            	
              Defaulted
                Cash Interest

            	
              49

            
	
              Section
                2.13

            	
              CUSIP
                and ISIN Numbers

            	
              50

            


    

    
      	 	 	 
	 	
              ARTICLE
                3

            	 
	 	 	 
	 	
              REDEMPTION

            	 
	 	 	 
	
              Section
                3.01

            	
              Notices
                to Trustee

            	
              50

            
	
              Section
                3.02

            	
              Selection
                of Notes to Be Redeemed or Purchased

            	
              50

            
	
              Section
                3.03

            	
              Notice
                of Redemption

            	
              51

            
	
              Section
                3.04

            	
              Effect
                of Notice of Redemption

            	
              52 

            
	
              Section
                3.05

            	
              Deposit
                of Redemption or Purchase Price

            	
              52

            
	
              Section
                3.06

            	
              Notes
                Redeemed or Purchased in Part

            	
              52

            
	
              Section
                3.07

            	
              Optional
                Redemption

            	
              53

            
	
              Section
                3.08

            	
              Mandatory
                Redemption

            	
              53

            
	
              Section
                3.09

            	
              Asset
                Sales

            	
              54

            


    

    


     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
               

            	
              Page

            
	 	 	 
	 	
              ARTICLE
                4

            	 
	 	 	 
	 	
              COVENANTS

            	 
	 	 	 
	
              Section
                4.01

            	
              Payment
                of Notes

            	
              55 

            
	
              Section
                4.02

            	
              Maintenance
                of Office or Agency

            	
              56 

            
	
              Section
                4.03

            	
              Reports
                and Other Information

            	
              56 

            
	
              Section
                4.04

            	
              Compliance
                Certificate

            	
              57 

            
	
              Section
                4.05

            	
              Taxes

            	
              58 

            
	
              Section
                4.06

            	
              Stay,
                Extension and Usury Laws

            	
              58 

            
	
              Section
                4.07

            	
              Limitation
                on Restricted Payments

            	
              58 

            
	
              Section
                4.08

            	
              Dividend
                and Other Payment Restrictions Affecting Restricted
                Subsidiaries

            	
              65 

            
	
              Section
                4.09

            	
              Limitation
                on Incurrence of Indebtedness and Issuance of Disqualified Stock
                

                  and
                Preferred Stock

            	
              67 

            
	
              Section
                4.10

            	
              Asset
                Sales

            	
              72 

            
	
              Section
                4.11

            	
              Transactions
                with Affiliates

            	
              75 

            
	
              Section
                4.12

            	
              Liens

            	
              77 

            
	
              Section
                4.13

            	
              Corporate
                Existence

            	
              77 

            
	
              Section
                4.14

            	
              Offer
                to Repurchase upon Change of Control

            	
              78 

            
	
              Section
                4.15

            	
              Limitation
                on Guarantees of Indebtedness by Restricted Subsidiaries

            	
              80 

            


    

     

    ARTICLE
      5

     

    SUCCESSORS

     

    
      	
              Section
                5.01

            	
              Merger,
                Consolidation or Sale of All or Substantially All Assets

            	
              80

            
	
              Section
                5.02

            	
              Successor
                Corporation Substituted

            	
              82 

            


    

    


     

    ARTICLE
      6

     

    DEFAULTS
      AND REMEDIES

     

    
      	
              Section
                6.01

            	
              Events
                of Default

            	
              83 

            
	
              Section
                6.02

            	
              Acceleration

            	
              85 

            
	
              Section
                6.03

            	
              Other
                Remedies

            	
              85 

            
	
              Section
                6.04

            	
              Waiver
                of Past Defaults

            	
              85 

            
	
              Section
                6.05

            	
              Control
                by Majority

            	
              86 

            
	
              Section
                6.06

            	
              Limitation
                on Suits

            	
              86 

            
	
              Section
                6.07

            	
              Rights
                of Holders of Notes to Receive Payment

            	
              86 

            
	
              Section
                6.08

            	
              Collection
                Suit by Trustee

            	
              86 

            
	
              Section
                6.09

            	
              Restoration
                of Rights and Remedies

            	
              87 

            
	
              Section
                6.10

            	
              Rights
                and Remedies Cumulative

            	
              87 

            
	
              Section
                6.11

            	
              Delay
                or Omission Not Waiver

            	
              87 

            
	
              Section
                6.12

            	
              Trustee
                May File Proofs of Claim

            	
              87 

            
	
              Section
                6.13

            	
              Priorities

            	
              88 

            
	
              Section
                6.14

            	
              Undertaking
                for Costs

            	
              88 

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

                                                                                            Page

     

    ARTICLE
      7

     

    TRUSTEE

     

    
      	
              Section
                7.01

            	
              Duties
                of Trustee

            	
              88 

            
	
              Section
                7.02

            	
              Rights
                of Trustee

            	
              89 

            
	
              Section
                7.03

            	
              Individual
                Rights of Trustee

            	
              90 

            
	
              Section
                7.04

            	
              Trustee’s
                Disclaimer

            	
              91 

            
	
              Section
                7.05

            	
              Notice
                of Defaults

            	
              91 

            
	
              Section
                7.06

            	
              Reports
                by Trustee to Holders of the Notes

            	
              91 

            
	
              Section
                7.07

            	
              Compensation
                and Indemnity

            	
              91 

            
	
              Section
                7.08

            	
              Replacement
                of Trustee

            	
              92 

            
	
              Section
                7.09

            	
              Successor
                Trustee by Merger, etc.

            	
              93 

            
	
              Section
                7.10

            	
              Eligibility;
                Disqualification

            	
              93

            
	
              Section
                7.11

            	
              Preferential
                Collection of Claims Against Issuer

            	
              93 

            


    

    


     

    ARTICLE
      8

     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

     

    
      	
              Section
                8.01

            	
              Option
                to Effect Legal Defeasance or Covenant Defeasance

            	
              93 

            
	
              Section
                8.02

            	
              Legal
                Defeasance and Discharge

            	
              94 

            
	
              Section
                8.03

            	
              Covenant
                Defeasance

            	
              94

            
	
              Section
                8.04

            	
              Conditions
                to Legal or Covenant Defeasance

            	
              95 

            
	
              Section
                8.05

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

            	
              96 

            
	
              Section
                8.06

            	
              Repayment
                to Issuer

            	
              97 

            
	
              Section
                8.07

            	
              Reinstatement

            	
              97 

            


    

    


     

    ARTICLE
      9

     

    AMENDMENT,
      SUPPLEMENT AND WAIVER

     

    
      	
              Section
                9.01

            	
              Without
                Consent of Holders of Notes

            	
              97 

            
	
              Section
                9.02

            	
              With
                Consent of Holders of Notes

            	
              98 

            
	
              Section
                9.03

            	
              Compliance
                with Trust Indenture Act

            	
              100 

            
	
              Section
                9.04

            	
              Revocation
                and Effect of Consents

            	
              100 

            
	
              Section
                9.05

            	
              Notation
                on or Exchange of Notes

            	
              100 

            
	
              Section
                9.06

            	
              Trustee
                to Sign Amendments, etc

            	
              100 

            
	
              Section
                9.07

            	
              Payment
                for Consent

            	
              101 

            


    

    


     

    ARTICLE
      10

     

    GUARANTEES

     

    
      	
              Section
                10.01

            	
              Guarantee

            	
              101

            
	
              Section
                10.02

            	
              Limitation
                on Guarantor Liability

            	
              103

            
	
              Section
                10.03

            	
              Execution
                and Delivery

            	
              103

            
	
              Section
                10.04

            	
              Subrogation

            	
              103

            
	 	 	 


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
               

            	
              Page 

            
	 	 	 
	
              Section
                10.05

            	
              Benefits
                Acknowledged

            	
              104 

            
	
              Section
                10.06

            	
              Release
                of Guarantees

            	
              104

            


    

    


     

    ARTICLE
      11

     

    SATISFACTION
      AND DISCHARGE

     

    
      	
              Section
                11.01

            	
              Satisfaction
                and Discharge

            	
              104

            
	
              Section
                11.02

            	
              Application
                of Trust Money

            	
              105

            


    

    


     

    ARTICLE
      12

     

    MISCELLANEOUS

     

    
      	
              Section
                12.01

            	
              Trust
                Indenture Act Controls

            	
              106

            
	
              Section
                12.02

            	
              Notices

            	
              106 

            
	
              Section
                12.03

            	
              Communication
                by Holders of Notes with Other Holders of Notes

            	
              107 

            
	
              Section
                12.04

            	
              Certificate
                and Opinion as to Conditions Precedent

            	
              107 

            
	
              Section
                12.05

            	
              Statements
                Required in Certificate or Opinion

            	
              107 

            
	
              Section
                12.06

            	
              Rules
                by Trustee and Agents

            	
              108 

            
	
              Section
                12.07

            	
              No
                Personal Liability of Directors, Officers, Employees and
                Stockholders

            	
              108 

            
	
              Section
                12.08

            	
              Governing
                Law

            	
              108 

            
	
              Section
                12.09

            	
              Waiver
                of Jury Trial

            	
              108 

            
	
              Section
                12.10

            	
              Force
                Majeure

            	
              108 

            
	
              Section
                12.11

            	
              No
                Adverse Interpretation of Other Agreements

            	
              108 

            
	
              Section
                12.12

            	
              Successors

            	
              108 

            
	
              Section
                12.13

            	
              Severability

            	
              109 

            
	
              Section
                12.14

            	
              Counterpart
                Originals

            	
              109 

            
	
              Section
                12.15

            	
              Table
                of Contents, Headings, etc

            	
              109 

            
	
              Section
                12.16

            	
              Qualification
                of Indenture

            	
              109 

            


    

     

    SCHEDULES

     

    Schedule
      I    Guarantors

     

    EXHIBITS

     

    Exhibit
      A    Form
      of
      Note

    Exhibit
      B    Form
      of
      Certificate of Transfer

    Exhibit
      C    Form
      of
      Certificate of Exchange

    Exhibit
      D    Form
      of
      Supplemental Indenture to Be Delivered by Subsequent Guarantors


    



    
      
        
           

           

        

        
        

      

      
        -iv-

        
          

        

      

      
        
        

        
           

           

        

      

    



    INDENTURE,
      dated as of July 6, 2007, among Buck Acquisition Corp, a Tennessee corporation
      (the “Issuer”),
      Dollar General Corporation, a Tennessee corporation (“Dollar General”), the
      Guarantors (as defined herein) listed on the signature pages hereto and Wells
      Fargo Bank, National Association, as Trustee.

     

    The
      Notes
      (as defined herein) are being issued and sold in connection with the merger
      of
      the Issuer with and into Dollar General, whereby upon consummation of the
      merger, Dollar General will continue as the surviving corporation and thereby
      will assume all of the obligations of this Indenture, pursuant to an agreement
      and plan of merger dated March 11, 2007 (the “Merger
      Agreement”)
      by and
      among Buck Holdings, L.P., a Delaware limited partnership, the Issuer and Dollar
      General. 

     

    W I T N E S S E T H

     

    WHEREAS,
      the Issuer has duly authorized the creation of an issue of $1,175,000,000
      aggregate principal amount of 10.625% Senior Notes due 2015 (the “Initial
      Notes”);
      and

     

    WHEREAS,
      the Issuer and each of the Guarantors has duly authorized the execution and
      delivery of this Indenture.

     

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

     

    ARTICLE
      1  

    


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	Section
              1.01  	
                
                Definitions.

            


    

     

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

     

    “ABL
      Collateral Agent”
means
      The CIT Group/Business Credit Inc., in its capacity as administrative agent
      and
      collateral agent for the lenders and other secured parties under the ABL
      Facility and the credit, guarantee and security documents governing the ABL
      Obligations, together with its successors and permitted assigns under the ABL
      Facility exercising substantially the same rights and powers.

     

    “ABL
      Facility”
means
      the Asset-Based Revolving Credit Agreement dated as of the Issue Date by and
      among the Issuer, the lenders party thereto in their capacities as lenders
      thereunder and The CIT Group/Business Credit Inc., as Administrative Agent,
      including any guarantees, collateral documents, instruments and agreements
      executed in connection therewith, and any amendments, supplements,
      modifications, extensions, renewals, restatements, refundings or refinancings
      thereof and any indentures, notes, debentures or credit facilities or commercial
      paper facilities with banks or other institutional lenders or investors that
      replace, refund or refinance any part of the loans, notes, other credit
      facilities or commitments thereunder, including any such replacement, refunding
      or refinancing facility or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
indenture
        that increases the amount borrowable thereunder or alters the maturity thereof
        (provided
        that
        such increase in borrowings is permitted under Section 4.09
        hereof).

    

     

    “ABL
      Facility Cap”
means
      an amount equal to the greater of (x) $1,125.0 million and (y) the sum of
      (i) 85% of the net orderly liquidation value as determined in good faith by
      the
      Issuer of inventory of the Issuer and each Guarantor and (ii) 90% of all credit
      card receivables of the Issuer and each Guarantor determined in accordance
      with
      GAAP.

     

    “ABL
      Obligations”
means
      Obligations under the ABL Facility.

     

    “ABL
      Secured Parties”
means
      each of (i) the ABL Collateral Agent on behalf of itself and the lenders
      under the ABL Facility and lenders or their affiliates counterparty to related
      Hedging Obligations and (ii) each other holder of ABL
      Obligations.

     

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

     

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

     

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

     

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

     

    “Affiliate”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For purposes of this definition, “control” (including, with correlative
      meanings, the terms “controlling,” “controlled by” and “under common control
      with”), as used with respect to any Person, shall mean the possession, directly
      or indirectly, of the power to direct or cause the direction of the management
      or policies of such Person, whether through the ownership of voting securities,
      by agreement or otherwise.

     

    “Agent”
means
      any Registrar or Paying Agent.

     

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

     

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

     

    (2)    the
      excess, if any, of (a) the present value at such Redemption Date of
      (i) the redemption price of such Note at July 15, 2011 (such redemption
      price being set forth in the tables appearing under Section 3.07(c)),
plus
      (ii) all required interest payments due on such Note through July 15, 2011
      (excluding accrued but unpaid interest to the Redemption Date), computed using
      a
      discount rate equal to the Treasury Rate as of such Redemption Date plus 50
      basis points; over (b) the principal amount of such Note.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

     

    “Asset
      Sale”
      means:

     

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

     

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

     

    in
      each
      case, other than:

     

    (a)    any
      disposition of Cash Equivalents or Investment Grade Securities or obsolete
      or
      worn out equipment in the ordinary course of business or any disposition of
      inventory or goods (or other assets) held for sale in the ordinary course of
      business;

     

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

     

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

     

    (d)    any
      disposition of assets or issuance or sale of Equity Interests of any Restricted
      Subsidiary in any transaction or series of related transactions with an
      aggregate fair market value of less than $25.0 million;

     

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

     

    (f)    to
      the
      extent allowable under Section 1031 of the Code or any comparable or
      successor provision, any exchange of like property (excluding any boot thereon)
      for use in a Similar Business;

     

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

     

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

     

    (i)    foreclosures
      on assets;

     

    (j)    sales
      of
      accounts receivable, or participations therein, in connection with the ABL
      Facility or any Receivables Facility;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

    (l)    dispositions
      in the ordinary course of business by any Restricted Subsidiary engaged in
      the
      insurance business in order to provide insurance to the Issuer and its
      Subsidiaries;

     

    (m)    the
      unwinding of any Hedging Obligations; and

     

    (n)    sales,
      transfers and other dispositions of Investments in joint ventures to the extent
      required by, or made pursuant to, customary buy/sell arrangements between the
      joint venture parties set forth in joint venture arrangements and similar
      binding arrangements.

     

    “Bankruptcy
      Code”
means
      Title 11 of the United States Code, as amended.

     

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

     

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

     

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

     

    “Capital
      Stock”
      means:

     

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

     

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

     

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

     

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

     

    “Capitalized
      Lease Obligation”
means,
      at the time any determination thereof is to be made, the amount of the liability
      in respect of a capital lease that would at such time be required to be
      capitalized and reflected as a liability on a balance sheet (excluding the
      footnotes thereto) in accordance with GAAP.

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Cash
      Equivalents”
      means:

     

    (1)    United
      States dollars;

     

    (2)    euro
      or
      any national currency of any participating member state of the EMU or such
      local
      currencies held by the Issuer and its Restricted Subsidiaries from time to
      time
      in the ordinary course of business;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      the foregoing, Cash Equivalents shall include amounts denominated in currencies
      other than those set forth in clauses (1) and (2) above; provided
      that
      such amounts are 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
converted
        into any currency listed in clauses (1) and (2) as promptly as
        practicable and in any event within ten Business Days following the receipt
        of
        such amounts.

    

     

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

     

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

     

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

     

    “Clearstream”
means
      Clearstream Banking, Société Anonyme.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended, or any successor
      thereto.

     

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

     

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

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

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

     

    (3)    interest
      income for such period.

     

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

     

    “Consolidated
      Leverage Ratio” as
      of any
      date of determination, means the ratio of (1) Consolidated Total Indebtedness
      of
      the Issuer and its Restricted Subsidiaries as of the end of the most recent
      fiscal period for which internal financial statements are available immediately
      preceding the date on which such event for which such calculation is being
      made
      shall occur to (2) the Issuer's EBITDA for the most recently ended four full
      fiscal quarters for which internal financial statements are available
      immediately preceding the date on which such event for which such calculation
      is
      being made shall occur, in each case with such pro forma adjustments to
      Consolidated Total Indebtedness and EBITDA as are appropriate and consistent
      with the pro forma adjustment provisions set forth in the definition of "Fixed
      Charge Coverage Ratio."

    


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

     

    (1)    any
      after-tax effect of extraordinary, non-recurring or unusual gains or losses
      (less all fees and expenses relating thereto) or expenses (including relating
      to
      the Transactions to the extent incurred on or prior to May 1, 2008), severance,
      relocation costs, consolidation and closing costs, integration and facilities
      opening costs, business optimization costs, transition costs, restructuring
      costs, signing, retention or completion bonuses, and curtailments or
      modifications to pension and post-retirement employee benefit plans shall be
      excluded,

     

    (2)    the
      cumulative effect of a change in accounting principles during such period shall
      be excluded,

     

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

     

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

     

    (5)    the
      Net
      Income for such period of any Person that is an Unrestricted Subsidiary shall
      be
      excluded, and, solely for the purpose of determining the amount available for
      Restricted Payments under clause 3(a) of Section 4.07(a) hereof, the Net Income
      for such period of any Person that is not a Subsidiary or that is accounted
      for
      by the equity method of accounting shall be excluded; provided
      that
      Consolidated Net Income of the Issuer shall be increased by the amount of
      dividends or distributions or other payments that are actually paid in cash
      (or
      to the extent converted into cash) to the Issuer or a Restricted Subsidiary
      thereof in respect of such period, to the extent not already included
      therein,

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

     

    (7)    effects
      of adjustments (including the effects of such adjustments pushed down to the
      Issuer and its Restricted Subsidiaries) in the property, equipment, inventory,
      software and other intangible assets, deferred revenue and debt line items
      in
      such Person’s consolidated financial statements pursuant to GAAP resulting from
      the application of recapitalization accounting or, if applicable, purchase
      accounting in relation to the Transactions or any consummated acquisition or
      the
      amortization or write-off of any amounts thereof, net of taxes, shall be
      excluded,

     

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

     

    (9)    any
      impairment charge or asset write-off, including, without limitation, impairment
      charges or asset write-offs related to intangible assets, long-lived assets
      or
      investments in debt and equity securities, in each case, pursuant to GAAP and
      the amortization of intangibles arising pursuant to GAAP shall be
      excluded,

     

    (10)    any
      non-cash compensation expense recorded from grants of stock appreciation or
      similar rights, stock options, restricted stock or other rights, and any cash
      charges associated with the rollover, acceleration or payout of Equity Interests
      by management of the Issuer or any of its direct or indirect parent companies
      in
      connection with the Transactions, shall be excluded,

     

    (11)    any
      fees
      and expenses incurred during such period, or any amortization thereof for such
      period, in connection with any acquisition, Investment, Asset Sale, issuance
      or
      repayment of Indebtedness, issuance of Equity Interests, refinancing transaction
      or amendment or modification of any debt instrument (in each case, including
      any
      such transaction consummated prior to the Issue Date and any such transaction
      undertaken but not completed) and any charges or non-recurring merger costs
      incurred during such period as a result of any such transaction shall be
      excluded,

     

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

     

    (13)    to
      the
      extent covered by insurance and actually reimbursed, or, so long as the Issuer
      has made a determination that there exists reasonable evidence that such amount
      will in 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        
fact
        be
        reimbursed by the insurer and only to the extent that such amount is
        (a) not denied by the applicable carrier in writing within 180 days and
        (b) in fact reimbursed within 365 days of the date of such evidence (with a
        deduction for any amount so added back to the extent not so reimbursed within
        365 days), expenses with respect to liability or casualty events or business
        interruption shall be excluded.

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (2)    to
      advance or supply funds:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

     

    “Disqualified
      Stock”
means,
      with respect to any Person, any Capital Stock of such Person which, by its
      terms, or by the terms of any security into which it is convertible or for
      which
      it is putable or exchangeable, or upon the happening of any event, matures
      or is
      mandatorily redeemable (other than solely as a result of a change of control
      or
      asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable
      at the option of the holder thereof (other than solely as a result of a change
      of control or asset sale), in whole or in part, in each case prior to the date
      91 days after the earlier of the maturity date of the Notes or the date the
      Notes are no longer outstanding; provided,
      however,
      that if
      such Capital Stock is issued to any plan for the benefit of employees of the
      Issuer or its Subsidiaries or by any such plan to such employees, such Capital
      Stock shall not constitute Disqualified Stock solely because it may be required
      to be repurchased by the Issuer or its Subsidiaries in order to satisfy
      applicable statutory or regulatory obligations.

     

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

     

    (1)    increased
      (without duplication) by:

     

    (a)    provision
      for taxes based on income or profits or capital gains, including, without
      limitation, foreign, federal, state, franchise and similar taxes and foreign
      withholding taxes (including penalties and interest related to such taxes or
      arising from tax examinations) of such Person paid or accrued during such period
      deducted (and not added back) in computing Consolidated Net Income in such
      period; plus

     

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

     

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

     

    (d)    any
      expenses or charges (other than depreciation or amortization expense) related
      to
      any Equity Offering, Permitted Investment, acquisition, disposition,
      recapitalization or the incurrence of Indebtedness permitted to be incurred
      by
      this Indenture (including a refinancing thereof) (whether or not successful),
      including (i) such fees, expenses or charges related to the offering of the
      Notes and any Credit Facilities and 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        
(ii) any
        amendment or other modification of the Notes, and, in each case, deducted
        (and
        not added back) in computing Consolidated Net Income in such period;
plus

    

     

    (e)    the
      amount of any restructuring charge or reserve deducted (and not added back)
      in
      such period in computing Consolidated Net Income, including any one-time costs
      incurred in connection with acquisitions after the Issue Date and costs related
      to the closure and/or consolidation of facilities; plus

     

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

     

    (g)    the
      amount of any minority interest expense consisting of income attributable to
      minority equity interests of third parties deducted (and not added back) in
      such
      period in calculating Consolidated Net Income in such period; plus

     

    (h)    the
      amount of management, monitoring, consulting and advisory fees and related
      expenses paid in such period to the Investors to the extent otherwise permitted
      under Section 4.11 hereof; plus

     

    (i)    the
      amount of net cost savings projected by the Issuer in good faith to be realized
      as a result of specified actions taken or to be taken (calculated on a
pro
      forma
      basis as
      though such cost savings had been realized on the first day of such period),
      net
      of the amount of actual benefits realized during such period from such actions;
      provided
      that
      (w) such cost savings are reasonably identifiable and factually
      supportable, (x) such actions have been taken or are to be taken within 12
      months after the date of determination to take such action, (y) no cost savings
      shall be added pursuant to this clause (i) to the extent duplicative of any
      expenses or charges relating to such cost savings that are included in clause
      (e) above with respect to such period and (z) the aggregate amount of cost
      savings added pursuant to this clause (i) shall not exceed $25.0 million for
      any
      four consecutive quarter period (which adjustments may be incremental to
pro
      forma
      adjustments made pursuant to the second paragraph of the definition of “Fixed
      Charge Coverage Ratio”); plus

     

    (j)    the
      amount of loss on sales of receivables and related assets to the Receivables
      Subsidiary in connection with a Receivables Facility; plus

     

    (k)    an
      amount
      equal to the impact on cost of goods sold and operating profit of incremental
      markdowns taken as a result of Project Alpha as described in footnote (5)(a)
      of
“Offering Circular Summary—Summary Historical and Pro Forma Consolidated
      Financial and Other Data” in the Offering Circular; provided
      that
      this clause (k) shall not apply to any quarterly period beginning after February
      1, 2008; plus

     

    (l)    any
      expenses associated with Project Alpha inventory and real estate initiatives
      as
      described in footnote (5)(b) of “Offering Circular Summary—Summary Historical
      and Pro Forma Consolidated Financial and Other Data” in the Offering


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        
         
Circular;
provided
        that
        this clause (l) shall not apply to any quarterly period beginning after February
        1, 2008; plus

    

     

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

     

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

     

    (3)    increased
      or decreased by (without duplication):

     

    (a)    any
      net
      gain or loss resulting in such period from Hedging Obligations and the
      application of Statement of Financial Accounting Standards No. 133;
plus
      or
minus,
      as
      applicable, and

     

    (b)    any
      net
      gain or loss resulting in such period from currency translation gains or losses
      related to currency remeasurements of Indebtedness (including any net loss
      or
      gain resulting from Hedging Obligations for currency exchange
      risk).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    “Exchange
      Notes”
means
      any notes issued in exchange for the Notes pursuant to Section 2.06(f)
      hereof.

     

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

     

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

     

    “Excluded
      Contribution”
means
      net cash proceeds, marketable securities or Qualified Proceeds received by
      the
      Issuer after the Issue Date from:

     

    (1)    contributions
      to its common equity capital, and

     

    (2)    the
      sale
      (other than to a Subsidiary of the Issuer or to any management equity plan
      or
      stock option plan or any other management or employee benefit plan or agreement
      of the Issuer) of Capital Stock (other than Disqualified Stock and Designated
      Preferred Stock) of the Issuer,

     

    in
      each
      case designated as Excluded Contributions pursuant to an Officer’s Certificate
      executed by the principal financial officer of the Issuer on the date such
      capital contributions are made or the date such Equity Interests are sold,
      as
      the case may be, which are excluded from the calculation set forth in clause
      (3) of Section 4.07(a) hereof.

     

    “Fixed
      Charge Coverage Ratio”
means,
      with respect to any Person for any period, the ratio of EBITDA of such Person
      for such period to the Fixed Charges of such Person for such period. In the
      event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees,
      redeems, retires or extinguishes any Indebtedness (other than Indebtedness
      incurred under any revolving credit facility unless such Indebtedness has been
      permanently repaid and has not been replaced) or issues or redeems Disqualified
      Stock or Preferred Stock subsequent to the commencement of the period for which
      the Fixed Charge Coverage Ratio is being calculated but prior to or
      simultaneously with the event for which the calculation of the Fixed Charge
      Coverage Ratio is made (the “Fixed
      Charge Coverage Ratio Calculation Date”),
      then
      the Fixed Charge Coverage Ratio shall be calculated giving pro
      forma
      effect
      to such incurrence, assumption, guarantee, redemption, retirement or
      extinguishment of Indebtedness, or such issuance or redemption of Disqualified
      Stock or Preferred Stock, as if the same had occurred on the first day of the
      applicable four-quarter period.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    For
      purposes of this definition, whenever pro
      forma
      effect
      is to be given to a transaction, the pro
      forma
      calculations shall be made in good faith by a responsible financial or
      accounting officer of the Issuer. If any Indebtedness bears a floating rate
      of
      interest and is being given pro
      forma
      effect,
      the interest on such Indebtedness shall be calculated as if the rate in effect
      on the Fixed Charge Coverage Ratio Calculation Date had been the applicable
      rate
      for the entire period (taking into account any Hedging Obligations applicable
      to
      such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed
      to accrue at an interest rate reasonably determined by a responsible financial
      or accounting officer of the Issuer to be the rate of interest implicit in
      such
      Capitalized Lease Obligation in accordance with GAAP. For purposes of making
      the
      computation referred to above, interest on any Indebtedness under a revolving
      credit facility computed on a pro
      forma
      basis
      shall be computed based upon the average daily balance of such Indebtedness
      during the applicable period except as set forth in the first paragraph of
      this
      definition. Interest on Indebtedness that may optionally be determined at an
      interest rate based upon a factor of a prime or similar rate, a eurocurrency
      interbank offered rate or other rate shall be deemed to have been based upon
      the
      rate actually chosen, or, if none, then based upon such optional rate chosen
      as
      the Issuer may designate.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “General
      Credit Facility”
means
      the credit agreement to be entered into as of the Issue Date by and among the
      Issuer, the lenders party thereto in their capacities as lenders thereunder
      and
      Citicorp North America, Inc., as Administrative Agent, including any guarantees,
      collateral documents, instruments and agreements executed in connection
      therewith, and any amendments, supplements, modifications, extensions, renewals,
      restatements, refundings or refinancings thereof and any indentures, notes,
      debentures or credit facilities or commercial paper facilities with banks or
      other institutional lenders or investors that replace, refund or refinance
      any
      part of the loans, notes, other credit facilities or commitments thereunder,
      including any such replacement, refunding or refinancing facility or indenture
      that increases the amount borrowable thereunder or alters the maturity thereof
      (provided
      that
      such increase in borrowings is permitted under Section 4.10
      hereof).

     

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

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    “Government
      Securities”
means
      securities that are:

     

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

     

    (2)    obligations
      of a Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America the timely payment of which
      is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States of America,

     

    which,
      in
      either case, are not callable or redeemable at the option of the issuers
      thereof, and shall also include a depository receipt issued by a bank (as
      defined in Section 3(a)(2) of the Securities Act), as custodian with respect
      to
      any such Government Securities or a specific payment of principal of or interest
      on any such Government Securities held by such custodian for the account of
      the
      holder of such depository receipt; provided
      that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depository receipt
      from
      any amount received by the custodian in respect of the Government Securities
      or
      the specific payment of principal of or interest on the Government Securities
      evidenced by such depository receipt.

     

    “guarantee”
means
      a
      guarantee (other than by endorsement of negotiable instruments for collection
      in
      the ordinary course of business), direct or indirect, in any manner (including
      letters of credit and reimbursement agreements in respect thereof), of all
      or
      any part of any Indebtedness or other obligations.

     

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

     

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

     

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

     

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

     

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

     

    (1)    any
      indebtedness (including principal and premium) of such Person, whether or not
      contingent:

     

    (a)    in
      respect of borrowed money;

     

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

     

    (c)    representing
      the balance deferred and unpaid of the purchase price of any property (including
      Capitalized Lease Obligations), except (i) any such balance that 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      constitutes
        a trade payable or similar obligation to a trade creditor, in each case accrued
        in the ordinary course of business and (ii) any earn-out obligations until
        such
        obligation becomes a liability on the balance sheet of such Person in accordance
        with GAAP; or

    

     

    (d)    representing
      any Hedging Obligations;

     

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

     

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

     

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

     

    provided,
      however,
      that
      notwithstanding the foregoing, Indebtedness shall be deemed not to include
      (a) Contingent Obligations incurred in the ordinary course of business or
      (b) obligations under or in respect of Receivables Facilities.

     

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

     

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

     

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

     

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

     

    “Initial
      Purchasers”
means
      Goldman, Sachs & Co., Citigroup Global Markets Inc., Lehman Brothers and
      Wachovia Capital Markets, LLC.

     

    “Insolvency
      or Liquidation Proceeding”
      means:

     

    (1)    any
      case
      commenced by or against the Issuer or any Guarantor under any Bankruptcy Law
      for
      the relief of debtors, any other proceeding for the reorganization,
      recapitalization or adjustment or marshalling of the assets or liabilities
      of
      the Issuer or any Guarantor, any receivership or assignment for the benefit
      of
      creditors relating to the Issuer or any Guarantor or any similar case or
      proceeding relative to the Issuer or any Guarantor or its creditors, as such,
      in
      each case whether or not voluntary;

     

    (2)    any
      liquidation, dissolution, marshalling of assets or liabilities or other winding
      up of or relating to the Issuer or any Guarantor, in each case whether or not
      voluntary and whether or not involving bankruptcy or insolvency; or

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    (3)    any
      other
      proceeding of any type or nature in which substantially all claims of creditors
      of the Issuer or any Guarantor are determined and any payment or distribution
      is
      or may be made on account of such claims.

     

    “Interest
      Payment Date”
means
      January 15 and July 15 of each year to stated maturity.

     

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

     

    “Investment
      Grade Securities”
      means:

     

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

     

    (2)    debt
      securities or debt instruments with an Investment Grade Rating, but excluding
      any debt securities or instruments constituting loans or advances among the
      Issuer and its Subsidiaries;

     

    (3)    investments
      in any fund that invests exclusively in investments of the type described in
      clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
      investment or distribution; and

     

    (4)    corresponding
      instruments in countries other than the United States customarily utilized
      for
      high quality investments.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (2)    any
      property transferred to or from an Unrestricted Subsidiary shall be valued
      at
      its fair market value at the time of such transfer, in each case fair market
      value as determined in good faith by the Issuer.

     

    “Investors”
means
      Kohlberg Kravis Roberts & Co. L.P., GS Capital Partners VI Fund, L.P.
      and funds managed by Citigroup Private Equity LP, and each of their respective
      Affiliates but not including, however, any portfolio companies of any of the
      foregoing.

     

    “Issue
      Date”
means
      July 6, 2007.

     

    “Issuer”
has
      the
      meaning set forth in the recitals hereto; provided
      that
      when used in the context of determining the fair market value of an asset or
      liability under this Indenture, other than in calculating the ABL Facility
      Cap,
“Issuer” shall be deemed to mean the board of directors of the Issuer when the
      fair market value is equal to or in excess of $50.0 million (unless otherwise
      expressly stated).

     

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

     

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

     

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

     

    “Lien”
means,
      with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
      hypothecation, charge, security interest, preference, priority or encumbrance
      of
      any kind in respect of such asset, whether or not filed, recorded or otherwise
      perfected under applicable law, including any conditional sale or other title
      retention agreement, any lease in the nature thereof, any option or other
      agreement to sell or give a security interest in and any filing of or agreement
      to give any financing statement under the Uniform Commercial Code (or equivalent
      statutes) of any jurisdiction; provided
      that in
      no event shall an operating lease be deemed to constitute a Lien.

     

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

     

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

     

    “Net
      Proceeds”
means
      the aggregate cash proceeds received by the Issuer or any of its Restricted
      Subsidiaries in respect of any Asset Sale, including any cash received upon
      the
      sale or other disposition of any Designated Non-cash Consideration received
      in
      any Asset Sale, net of the direct costs relating to such Asset Sale and the
      sale
      or disposition of such Designated Non-cash Consideration, including legal,
      accounting and investment banking fees, and brokerage and sales commissions,
      any
      relocation expenses incurred as a result thereof, taxes paid or payable as
      a
      result thereof (after taking into account any available tax credits or
      deductions and any tax sharing arrangements), amounts required to be applied
      to
      the repayment of principal, premium, if any, and interest on Senior Indebtedness
      required (other than required by clause (1) of Section 4.10(b) hereof) to
      be paid as a result of such transaction and any deduction of appropriate amounts
      to be provided by the Issuer or any of its Restricted Subsidiaries as


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        
a
        reserve
        in accordance with GAAP against any liabilities associated with the asset
        disposed of in such transaction and retained by the Issuer or any of its
        Restricted Subsidiaries after such sale or other disposition thereof, including
        pension and other post-employment benefit liabilities and liabilities related
        to
        environmental matters or against any indemnification obligations associated
        with
        such transaction.

    

     

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

     

    “Notes”
means
      the Initial Notes and more particularly means any Note authenticated and
      delivered under this Indenture. For all purposes of this Indenture, the term
      “Notes” shall also include any Additional Notes that may be issued under a
      supplemental indenture. For purposes of this Indenture, all references to Notes
      to be issued or authenticated upon transfer, replacement or exchange shall
      be
      deemed to refer to Notes of the applicable series.

     

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

     

    “Offering
      Circular”
means
      the offering circular, dated June 28, 2007, relating to the sale of the Initial
      Notes.

     

    “Officer”
means
      the Chairman of the Board, the Chief Executive Officer, the President, any
      Executive Vice President, Senior Vice President or Vice President, the Treasurer
      or the Secretary of the Issuer.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed on behalf of the Issuer by an Officer of the Issuer, who
      must
      be the Chairman of the Board, the Chief Executive Officer, the President, any
      Executive Vice President, Senior Vice President or Vice President, the Treasurer
      or the Secretary of the Issuer.

     

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

     

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

     

    “Permitted
      Asset Swap”
means
      the concurrent purchase and sale or exchange of Related Business Assets or
      a
      combination of Related Business Assets and cash or Cash Equivalents between
      the
      Issuer or any of its Restricted Subsidiaries and another Person; provided
      that any
      cash or Cash Equivalents received must be applied in accordance with Section
      4.10 hereof.

     

    “Permitted
      Holders”
means
      each of the Investors, members of management of the Issuer (or its direct or
      indirect parent) and any assignees of the equity commitments of the Investors
      on
      the Issue Date who are, or will be, pursuant to the agreements described under
      the captions “Management—Equity Investment by Senior Management Participants”
and “—Equity Investment by Other Management 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        
Participants”
        in the Offering Circular, that are holders of Equity Interests of the Issuer
        (or
        any of its direct or indirect parent companies) and any group (within the
        meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or
        any successor provision) of which any of the foregoing are members; provided
        that, in
        the case of such group and without giving effect to the existence of such
        group
        or any other group, such Investors, members of management and assignees of
        the
        equity commitments of the Investors, collectively, have beneficial ownership
        of
        more than 50% of the total voting power of the Voting Stock of the Issuer
        or any
        of its direct or indirect parent companies.

    

     

    “Permitted
      Investments”
      means:

     

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

     

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

     

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

     

    (a)    such
      Person becomes a Restricted Subsidiary; or

     

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

     

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

     

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

     

    (5)    any
      Investment existing on the Issue Date;

     

    (6)    any
      Investment acquired by the Issuer or any of its Restricted
      Subsidiaries:

     

    (a)    in
      exchange for any other Investment or accounts receivable held by the Issuer
      or
      any such Restricted Subsidiary in connection with or as a result of a
      bankruptcy, workout, reorganization or recapitalization of the issuer of such
      other Investment or accounts receivable; or

     

    (b)    as
      a
      result of a foreclosure by the Issuer or any of its Restricted Subsidiaries
      with
      respect to any secured Investment or other transfer of title with respect to
      any
      secured Investment in default;

     

    (7)    Hedging
      Obligations permitted under clause (11) of Section 4.09(b)
      hereof;

     

    (8)    any
      Investment in a Similar Business having an aggregate fair market value, taken
      together with all other Investments made pursuant to this clause (8) that
      are at that time outstanding, not to exceed $50 million at the time of such
      Investment (with the fair market value 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        
of
        each
        Investment being measured at the time made and without giving effect to
        subsequent changes in value);

    

     

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

     

    (10)    guarantees
      of Indebtedness permitted under Section 4.09 hereof;

     

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

     

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

     

    (13)    additional
      Investments having an aggregate fair market value, taken together with all
      other
      Investments made pursuant to this clause (13) that are at that time
      outstanding (without giving effect to the sale of an Unrestricted Subsidiary
      to
      the extent the proceeds of such sale do not consist of cash or marketable
      securities), not to exceed $100 million at the time of such Investment (with
      the
      fair market value of each Investment being measured at the time made and without
      giving effect to subsequent changes in value);

     

    (14)    Investments
      relating to a Receivables Subsidiary that, in the good faith determination
      of
      the Issuer, are necessary or advisable to effect the ABL Facility or any
      Receivables Facility, as the case may be;

     

    (15)    advances
      to, or guarantees of Indebtedness of, employees not in excess of
      $10.0 million outstanding at any one time, in the aggregate;

     

    (16)    loans
      and
      advances to officers, directors and employees for business-related travel
      expenses, moving expenses and other similar expenses, in each case incurred
      in
      the ordinary course of business or consistent with past practices or to fund
      such Person’s purchase of Equity Interests of the Issuer or any direct or
      indirect parent company thereof; and

     

    (17)    Investments
      consisting of purchases and acquisitions of inventory, supplies, material or
      equipment or the licensing or contribution of intellectual property pursuant
      to
      joint marketing arrangements with other Persons.

     

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

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    (6)    Liens
      securing Indebtedness permitted to be incurred pursuant to clauses (1), (5),
      (13), (14) , (19) or (20) of Section 4.09(b) hereof; provided
      that
      (a) Liens securing Indebtedness, Disqualified Stock or Preferred Stock
      permitted to be incurred pursuant to clause (14) relate only to Refinancing
      Indebtedness that serves to refund or refinance Indebtedness, Disqualified
      Stock
      or Preferred Stock incurred under clause (5) or (13) of Section
      4.09(b) hereof, (b) Liens securing Indebtedness permitted to be incurred
      pursuant to clause (19) extend only to the assets of Foreign Subsidiaries,
      (c) Liens securing Indebtedness permitted to be incurred pursuant to clause
      (20) are solely on acquired property or the assets of the acquired entity,
      as the case may be and (d) Liens securing Indebtedness, Disqualified Stock
      or Preferred Stock permitted to be incurred pursuant to clause (5) of
      Section 4.09(b) hereof extend only to the assets so financed, purchased,
      constructed or improved;

     

    (7)    Liens
      existing on the Issue Date (other than Liens in favor of the lenders under
      the
      Senior Credit Facilities);

     

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

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        
     that
        the Liens may not extend to any
        other property owned by the Issuer or any of its Restricted
        Subsidiaries;

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (16)    Liens
      on
      equipment of the Issuer or any of its Restricted Subsidiaries granted in the
      ordinary course of business;

     

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

     

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

     

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

     

    (20)    other
      Liens securing obligations incurred in the ordinary course of business which
      obligations do not exceed $20.0 million at any one time
      outstanding;

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    (27)    Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale or purchase of goods entered into by the Issuer or
      any
      Restricted Subsidiary in the ordinary course of business.

     

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

     

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

     

    “Plan
      of Reorganization”
means
      any plan of reorganization, plan of liquidation, agreement for composition,
      or
      other type of plan of arrangement proposed in or in connection with any
      Insolvency or Liquidation Proceeding.

     

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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

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

     

    “Purchase
      Money Obligations”
means
      any Indebtedness incurred to finance or refinance the acquisition, leasing,
      construction or improvement of property (real or personal) or assets (other
      than
      Capital Stock), and whether acquired through the direct acquisition of such
      property or assets, or otherwise.

     

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

     

    “Qualified
      Proceeds”
means
      the fair value of assets that are used or useful in, or Capital Stock of any
      Person engaged in, a Similar Business; provided
      that the
      fair market value of any such assets or Capital Stock shall be determined by
      the
      Issuer in good faith.

     

    “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 Issuer which shall be
      substituted for Moody’s or S&P or both, as the case may be.

     

    “Receivables
      Collateral”
means
      all the assets pledged to the ABL Collateral Agent on behalf of the ABL Secured
      Parties as security for the ABL Obligations.

     

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

     

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

     

    “Receivables
      Subsidiary”
means
      any Subsidiary formed for the purpose of facilitating or entering into one
      or
      more Receivables Facilities, and in each case engages only in activities
      reasonably related or incidental thereto.

     

    “Record
      Date”
for
      the
      interest or Special Interest, if any, payable on any applicable Interest Payment
      Date means January 1 or July 1 (whether or not a Business Day) next preceding
      such Interest Payment Date.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement related to the Notes, dated as of the Issue
      Date, among the Issuer, Dollar
      General the
      Guarantors and the Initial Purchasers, as such agreement may be amended,
      modified or supplemented from time to time and, with respect to any Additional
      Notes, one or more registration rights agreements between the Issuer, the Dollar
      

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        
General
        and the other parties thereto, as such agreement(s) may be amended, modified
        or
        supplemented from time to time, relating to rights given by the Issuer or
        Dollar
        General to the purchasers of Additional Notes to register such Additional
        Notes
        under the Securities Act.

    

     

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

     

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

     

    “Related
      Business Assets”
means
      assets (other than cash or Cash Equivalents) used or useful in a Similar
      Business; provided
      that any
      assets received by the Issuer or a Restricted Subsidiary in exchange for assets
      transferred by the Issuer or a Restricted Subsidiary will 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
      Definitive Note”
means
      a
      Definitive Note bearing the Private Placement Legend.

     

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

     

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

     

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

     

    “Restricted
      Subsidiary”
means,
      at any time, any direct or indirect Subsidiary of the Issuer (including any
      Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided,
      however,
      that
      upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such
      Subsidiary shall be included in the definition of “Restricted
      Subsidiary.”

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    “Senior
      Credit Facilities”
means
      the ABL Facility and the General Credit Facility.

     

    “Senior
      Indebtedness”
      means:

     

    (1)    all
      Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit
      Facilities or Notes and related Guarantees (including interest accruing on
      or
      after the filing of any petition in bankruptcy or similar proceeding or for
      reorganization of the Issuer or any Guarantor (at the rate provided for in
      the
      documentation with respect thereto, regardless of whether or not a claim for
      post-filing interest is allowed in such proceedings)), and any and all other
      fees, expense reimbursement obligations, indemnification amounts, penalties,
      and
      other amounts (whether existing on the Issue Date or thereafter created or
      incurred) and all obligations of the Issuer or any Guarantor to reimburse any
      bank or other Person in respect of amounts paid under letters of credit,
      acceptances or other similar instruments;

     

    (2)    all
      Hedging Obligations (and guarantees thereof) owing to a Lender (as defined
      in
      the Senior Credit Facilities) or any Affiliate of such Lender (or any Person
      that was a Lender or an Affiliate of such Lender at the time the applicable
      agreement giving rise to such Hedging Obligation was entered into); provided
      that
      such Hedging Obligations are permitted to be incurred under the terms of this
      Indenture;

     

    (3)    any
      other
      Indebtedness of the Issuer or any Guarantor permitted to be incurred under
      the
      terms of this Indenture, unless the instrument under which such Indebtedness
      is
      incurred expressly provides that it is subordinated in right of payment to
      the
      Notes or any related Guarantee; and

     

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

     

    provided,
      however,
      that
      Senior Indebtedness shall not include:

     

    (a)    any
      obligation of such Person to the Issuer or any of its Subsidiaries;

     

    (b)    any
      liability for federal, state, local or other taxes owed or owing by such
      Person;

     

    (c)    any
      accounts payable or other liability to trade creditors arising in the ordinary
      course of business;

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (d)    any
      Indebtedness or other Obligation of such Person which is subordinate or junior
      in any respect to any other Indebtedness or other Obligation of such Person;
      or

     

    (e)    that
      portion of any Indebtedness which at the time of incurrence is incurred in
      violation of this Indenture.

     

    “Senior
      Subordinated Indenture”
means
      the Senior Subordinated Indenture dated as of the Issue Date, among the Issuer,
      Dollar General, the Guarantors,
      as
      guarantors and the Trustee, as trustee, pursuant to which the Senior
      Subordinated Notes are issued.

     

    “Senior
      Subordinated Notes”
means
      the
      $725,000,000 aggregate principal amount of 11.875% / 12.625% Senior Toggle
      Subordinated Notes due 2017 issued by the Issuer under the Senior Subordinated
      Indenture on the Issue Date.

     

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

     

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

     

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

     

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

     

    “Sponsor
      Management Agreement”
means
      the management agreement between certain of the management companies associated
      with the Investors and the Issuer.

     

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

     

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

     

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

     

    “Subsidiary”
means,
      with respect to any Person:

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    “Total
      Assets”
means
      the total assets of the Issuer and its Restricted Subsidiaries on a consolidated
      basis, as shown on the most recent consolidated balance sheet of the Issuer
      or
      such other Person as may be expressly stated.

     

    “Transactions”
      means
      the
      acquisition of all of the outstanding capital stock of Dollar General
      Corporation, including the payment of the acquisition consideration in
      connection therewith, the equity investment by the Investors and members of
      management, the issuance of the Notes and the Senior Subordinated Notes, the
      tender offer and consent solicitation for any and all of the outstanding
      85¤8%
      Notes
      due 2010 of Dollar General Corporation and the execution of, and borrowings
      on
      the Issue Date under, the Senior Credit Facilities and, the pledge and security
      arrangements in connection with the foregoing, in each case as in effect on
      the
      Issue Date, and the related transactions described in the Offering Circular
      under the section thereof entitled “Offering Circular Summary—The
      Transactions.”

     

    “Treasury
      Rate”
means,
      as of any Redemption Date, the yield to maturity as of such Redemption Date
      of
      United States Treasury securities with a constant maturity (as compiled and
      published in the most recent Federal Reserve Statistical Release H.15
      (519) that has become publicly available at least two Business Days prior
      to the Redemption Date (or, if such Statistical Release is no longer published,
      any publicly available source of similar market data)) most nearly equal to
      the
      period from the Redemption Date to July 15, 2011; provided,
      however,
      that if
      the period from the Redemption Date to July 15, 2011 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.

     

    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939, as amended (15 U.S.C
§§ 77aaa-777bbbb).

     

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

     

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

     

    “Unrestricted
      Global Note”
means
      a
      permanent Global Note, substantially in the form of Exhibit A
      that
      bears the Global Note Legend and that has the “Schedule of Exchanges of
      Interests in the Global Note” attached thereto, and that is deposited with or on
      behalf of and registered in the name of the Depositary, representing Notes
      that
      do not bear the Private Placement Legend.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    “Unrestricted
      Subsidiary”
      means:

     

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

     

    (2)    any
      Subsidiary of an Unrestricted Subsidiary.

     

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

     

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

     

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

     

    (3)    each
      of:

     

    (a)    the
      Subsidiary to be so designated; and

     

    (b)     its
      Subsidiaries

     

    has
      not
      at the time of designation, and does not thereafter, create, incur, issue,
      assume, guarantee or otherwise become directly or indirectly liable with respect
      

    to
      any
      Indebtedness pursuant to which the lender has recourse to any of the assets
      of
      the Issuer or any Restricted Subsidiary.

     

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

     

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

     

    (2)    the
      Fixed
      Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would
      be
      greater than such ratio for the Issuer and its Restricted Subsidiaries
      immediately prior to such designation,

     

    in
      each
      case on a pro
      forma
      basis
      taking into account such designation.

     

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

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

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

     

    “Weighted
      Average Life to Maturity”
means,
      when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as
      the
      case may be, at any date, the quotient obtained by dividing:

     

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

     

    (2) the
      sum
      of all such payments.

     

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

     

    
      	Section
              1.02  	
                
                Other Definitions.

            


    

    
      	
               

               

              Term

               

            	
              Defined
                in 

              Section

               

            
	
              “Acceptable
                Commitment”

            	
              4.10

            
	
              “Affiliate
                Transaction”

            	
              4.11

            
	
              “Asset
                Sale Offer”

            	
              4.10

            
	
              “Authentication
                Order”

            	
              2.02

            
	
              “AHYDO
                Redemption Date”

            	
              3.08

            
	
              “Change
                of Control Offer”

            	
              4.14

            
	
              “Change
                of Control Payment”

            	
              4.14

            
	
              “Change
                of Control Payment Date”

            	
              4.14

            
	
              “Covenant
                Defeasance”

            	
              8.03

            
	
              “DTC”

            	
              2.03

            
	
              “Event
                of Default”

            	
              6.01

            
	
              “Excess
                Proceeds”

            	
              4.10

            
	
              “incur”

            	
              4.09

            
	
              “Legal
                Defeasance”

            	
              8.02

            
	
              “Mandatory
                Principal Redemption”

            	
              3.08

            
	
              “Mandatory
                Principal Redemption Amount”

            	
              3.08

            
	
              “Note
                Register”

            	
              2.03

            
	
              “Offer
                Amount”

            	
              3.09

            
	
              “Offer
                Period”

            	
              3.09

            
	
              “Paying
                Agent”

            	
              2.03

            
	
              “Purchase
                Date”

            	
              3.09

            
	
              “Redemption
                Date”

            	
              3.07

            
	
              “Refinancing
                Indebtedness”

            	
              4.09

            
	
              “Refunding
                Capital Stock”

            	
              4.07

            
	
              “Registrar”

            	
              2.03

            
	
              “Restricted
                Payments”

            	
              4.07

            
	
              “Second
                Commitment”

            	
              4.10

            
	
              “Successor
                Company”

            	
              5.01

            
	 	 


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    
      	Term 	
              Defined in 

              Section 

            
	 	 
	
              “Successor
                Person”

            	
              5.01

            
	
              “Treasury
                Capital Stock”

            	
              4.07

            


    

    


    
      	Section
              1.03  	
                
                Incorporation by Reference of Trust Indenture
                Act.

            


    

     

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

     

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

     

    “indenture
      securities” means the Notes;

     

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

     

    “indenture
      to be qualified” means this Indenture;

     

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

     

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

     

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

     

    
      	Section
              1.04  	
                
                Rules of Construction.

            


    

     

    Unless
      the context otherwise requires:

     

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

     

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

     

    (c)  “or”
is
      not exclusive;

     

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

     

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

     

    (f)  provisions
      apply to successive events and transactions;

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

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

     

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

     

    
      	Section
              1.05  	
                
                Acts of Holders.

            


    

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent duly appointed in writing.
      Except as herein otherwise expressly provided, such action shall become
      effective when such instrument or instruments or record or both are delivered
      to
      the Trustee and, where it is hereby expressly required, to the Issuer. Proof
      of
      execution of any such instrument or of a writing appointing any such agent,
      or
      the holding by any Person of a Note, shall be sufficient for any purpose of
      this
      Indenture and (subject to Section 7.01) conclusive in favor of the Trustee
      and
      the Issuer, if made in the manner provided in this Section 1.05.

     

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

     

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

     

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

     

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

     

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


     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        
its
        agents with regard to different parts of such principal amount pursuant to
        this
        paragraph shall have the same effect as if given or taken by separate Holders
        of
        each such different part.

    

     

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

     

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

     

    ARTICLE
      2

     

    THE
      NOTES

     

    
      	Section
              2.01  	
                
                Form and Dating; Terms.

            


    

     

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

     

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

     

    (c)  Terms.
      The
      aggregate principal amount of Notes that may be authenticated and delivered
      under this Indenture is unlimited.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    
      	Section
              2.02  	
                
                Execution and
                Authentication.

            


    

     

    At
      least
      one Officer shall execute the Notes on behalf of 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 entitled to any benefit under this Indenture or be valid or
      obligatory for any purpose until authenticated substantially in the form
      provided for in Exhibit
      A
      attached
      hereto, by the manual or facsimile signature of the Trustee. The signature
      shall
      be conclusive evidence that the Note has been duly authenticated and delivered
      under this Indenture.

     

    On
      the
      Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication
      Order”),
      authenticate and deliver Notes. In addition, at any time, from time to time,
      the
      Trustee shall upon an Authentication Order authenticate and deliver any (i)
      Additional Notes and (ii) Exchange Notes or private exchange notes for issue
      only in an Exchange Offer or a private exchange, respectively, pursuant to
      a
      Registration Rights Agreement, for a like principal amount of Initial Notes.
      Such Authentication Order shall specify the amount of the Notes to be
      authenticated and, in the case of any issuance of Additional Notes pursuant
      to
      Section 2.01 hereof, shall certify that such issuance is in compliance with
      Section 4.09 of this Indenture. 

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    
      	Section
              2.03  	
                
                Registrar and Paying Agent.

            


    

     

    The
      Issuer shall maintain an office or agency where Notes may be presented for
      registration of transfer or for exchange (“Registrar”)
      and an
      office or agency where Notes may be presented for payment (“Paying
      Agent”).
      The
      Registrar shall keep a register of the Notes (“Note
      Register”)
      and of
      their transfer and exchange. The Issuer may appoint one or more co-registrars
      and one or more additional paying agents. The term “Registrar” includes any
      co-registrar and the term “Paying Agent” includes any additional paying agent.
      The Issuer may change any Paying Agent or Registrar without prior 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. If the Issuer fails to appoint
      or
      maintain another entity as Registrar or Paying Agent, the Trustee shall act
      as
      such. The Issuer or any of its Subsidiaries may act as Paying Agent or
      Registrar.

     

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

     

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

     

    
      	Section
              2.04  	
                
                Paying Agent to Hold Money in
                Trust.

            


    

     

    The
      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 Holders
      or
      the Trustee all money held by the Paying Agent for the payment of principal,
      premium, if any, or Special Interest, if any, or interest on the Notes, and
      will
      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 any bankruptcy or
      reorganization proceedings relating to the Issuer, the Trustee shall serve
      as
      Paying Agent for the Notes.

     

    
      	Section
              2.05  	
                
                Holder Lists.

            


    

     

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

     

    
      	Section
              2.06  	
                
                Transfer and Exchange.

            


    

     

    (a)  Transfer
      and Exchange of Global Notes.
      Except
      as otherwise set forth in this Section 2.06, a Global Note may be transferred,
      in whole and not in part, only to another nominee of the Depositary or to a
      successor Depositary or a nominee of such successor Depositary. A beneficial
      interest in a Global Note may not be exchanged for a Definitive Note unless
      (i)
      the Depositary (x) notifies the Issuer that it is unwilling or unable to
      continue as Depositary for such Global Note or (y) has ceased to be


     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        
a
        clearing agency registered under the Exchange Act and, in either case, a
        successor Depositary is not appointed by the Issuer within 120 days or
        (ii) there shall have occurred and be continuing a Default with respect to
        the Notes. Upon the occurrence of any of the preceding events in (i) or (ii)
        above, Definitive Notes delivered in exchange for any Global Note or beneficial
        interests therein will be registered in the names, and issued in any approved
        denominations, requested by or on behalf of the Depositary (in accordance
        with
        its customary procedures). Global Notes also may be exchanged or replaced,
        in
        whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
        authenticated and delivered in exchange for, or in lieu of, a Global Note
        or any
        portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
        shall be authenticated and delivered in the form of, and shall be, a Global
        Note, except for Definitive Notes issued subsequent to any of the preceding
        events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global
        Note may not be exchanged for another Note other than as provided in this
        Section 2.06(a); provided,
        however,
        beneficial interests in a Global Note may be transferred and exchanged as
        provided in Section 2.06(b), (c) or (f) hereof.

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    Notes.
      Upon satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the Notes
      or otherwise applicable under the Securities Act, the Trustee shall adjust
      the
      principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)
      hereof.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (D)  the
      Registrar receives the following:

     

                        (1)  if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      exchange such beneficial interest for a 

                  beneficial
      interest in an
      Unrestricted Global Note, a certificate from such Holder substantially in the
      form of Exhibit C
      hereto,
      including the 

                  certifications
      in item (1)(a)
      thereof; or

     

                        (2)  if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      transfer such beneficial interest to a Person 

                  who
      shall take delivery thereof
      in the form of a beneficial interest in an Unrestricted Global Note, a
      certificate from such holder in the form of 

                  Exhibit B
      hereto,
      including the certifications in item (4) thereof;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

      (i)  Beneficial
      Interests in Restricted Global Notes to Restricted Definitive
      Notes.
      If any
      holder of a beneficial interest in a Restricted Global Note proposes to exchange
      such beneficial interest for a Restricted Definitive Note or to transfer such
      beneficial interest to a Person who takes delivery thereof in the form of a
      Restricted Definitive Note, then, upon the occurrence of any of the events
      in
      paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar
      of
      the following documentation:

     

                  (A)  if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      exchange such beneficial interest for a Restricted 

            Definitive
      Note, a
      certificate from such holder substantially in the form of Exhibit C
      hereto,
      including the certifications in item (2)(a) thereof;

     

                  (B)  if
      such
      beneficial interest is being transferred to a QIB in accordance with Rule 144A,
      a certificate substantially in the form of Exhibit B

            hereto,
      including the
      certifications in item (1) thereof;

     

                  (C)  if
      such
      beneficial interest is being transferred to a Non-U.S. Person in an offshore
      transaction in accordance with Rule 903 or Rule 904, 

            a
      certificate
      substantially in the form of Exhibit B
      hereto,
      including the certifications in item (2) thereof;

     

                  (D)  if
      such
      beneficial interest is being transferred pursuant to an exemption from the
      registration requirements of the Securities Act in 

            accordance
      with Rule
      144, a certificate substantially in the form of Exhibit B
      hereto,
      including the certifications in item (3)(a) thereof;

     

                  (E)  if
      such
      beneficial interest is being transferred to the Issuer or any of its Restricted
      Subsidiaries, a certificate substantially in the form of 

            Exhibit
      B
      hereto,
      including the certifications in item (3)(b) thereof; or

     

                  (F)  if
      such
      beneficial interest is being transferred pursuant to an effective registration
      statement under the Securities Act, a certificate 

            substantially
      in the
      form of Exhibit B
      hereto,
      including the certifications in item (3)(c) thereof,

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    the
      Trustee shall cause the aggregate principal amount of the applicable Global
      Note
      to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer
      shall execute and the Trustee shall authenticate and mail to the Person
      designated in the instructions a Definitive Note in the applicable principal
      amount. Any Definitive Note issued in exchange for a beneficial interest in
      a
      Restricted Global Note pursuant to this Section 2.06(c) shall be registered
      in
      such name or names and in such authorized denomination or denominations as
      the
      holder of such beneficial interest shall instruct the Registrar through
      instructions from the Depositary and the Participant or Indirect Participant.
      The Trustee shall mail such Definitive Notes to the Persons in whose names
      such
      Notes are so registered. Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall
      bear the Private Placement Legend and shall be subject to all restrictions
      on
      transfer contained therein.

     

    (ii)  Beneficial
      Interests in Restricted Global Notes to Unrestricted Definitive
      Notes.
      A
      holder of a beneficial interest in a Restricted Global Note may exchange such
      beneficial interest for an Unrestricted Definitive Note or may transfer such
      beneficial interest to a Person who takes delivery thereof in the form of an
      Unrestricted Definitive Note only upon the occurrence of any of the events
      in
      subsection (i) or (ii) of Section 2.06(a) hereof and if:

     

                (A)  such
      exchange or transfer is effected pursuant to the Exchange Offer in accordance
      with the Registration Rights Agreement and the 

        holder
      of
      such beneficial interest, in the case of an exchange, or the transferee, in
      the
      case of a transfer, certifies in the applicable Letter of Transmittal that
      it is


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


        Issuer;

     

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

     

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

     

                (D)  the
      Registrar receives the following:

     

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

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

        

                    (2)  if
      the
      holder of such beneficial interest in a Restricted Global Note proposes to
      transfer such beneficial interest to a Person who shall 

                take
      delivery thereof
      in the form of an Unrestricted Definitive Note, a certificate from such holder
      substantially in the form of Exhibit B
      hereto,


                including
      the
      certifications in item (4) thereof;

     

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

     

    (iii)  Beneficial
      Interests in Unrestricted Global Notes to Unrestricted Definitive
      Notes.
      If any
      holder of a beneficial interest in an Unrestricted Global Note proposes to
      exchange such beneficial interest for a Definitive Note or to transfer such
      beneficial interest to a Person who takes 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        
delivery
        thereof in the form of a Definitive Note, then, upon the occurrence of any
        of
        the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction
        of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall
        cause the aggregate principal amount of the applicable Global Note to be
        reduced
        accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute
        and
        the Trustee shall authenticate and mail to the Person designated in the
        instructions a Definitive Note in the applicable principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this
        Section 2.06(c)(ii) shall be registered in such name or names and in such
        authorized denomination or denominations as the holder of such beneficial
        interest shall instruct the Registrar through instructions from or through
        the
        Depositary and the Participant or Indirect Participant. The Trustee shall
        mail
        such Definitive Notes to the Persons in whose names such Notes are so
        registered. Any Definitive Note issued in exchange for a beneficial interest
        pursuant to this Section 2.06(c)(ii) shall not bear the Private Placement
        Legend.

    

     

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

     

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

     

              (A)  if
      the
      Holder of such Restricted Definitive Note proposes to exchange such Note for
      a
      beneficial interest in a Restricted Global Note, a 

          certificate
      from such Holder
      substantially in the form of Exhibit C
      hereto,
      including the certifications in item (2)(b) thereof;

     

              (B)  if
      such
      Restricted Definitive Note is being transferred to a QIB in accordance with
      Rule
      144A, a certificate substantially in the form of 

          Exhibit B
      hereto,
      including the certifications in item (1) thereof;

     

              (C)  if
      such
      Restricted Definitive Note is being transferred to a Non-U.S. Person in an
      offshore transaction in accordance with Rule 903 or Rule 

          904,
      a certificate substantially
      in the form of Exhibit B
      hereto,
      including the certifications in item (2) thereof;

     

              (D)  if
      such
      Restricted Definitive Note is being transferred pursuant to an exemption from
      the registration requirements of the Securities Act in 

          accordance
      with Rule 144, a
      certificate substantially in the form of Exhibit B
      hereto,
      including the certifications in item (3)(a) thereof;

     

              (E)  if
      such
      Restricted Definitive Note is being transferred to the Issuer or any of its
      Restricted Subsidiaries, a certificate substantially in the form of


          Exhibit B
      hereto,
      including the certifications in item (3)(b) thereof; or

     

              (F)  if
      such
      Restricted Definitive Note is being transferred pursuant to an effective
      registration statement under the Securities Act, a certificate 

          substantially
      in the form of
Exhibit B
      hereto,
      including the certifications in item (3)(c) thereof,

     

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

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

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

     

                (A)  such
      exchange or transfer is effected pursuant to the Exchange Offer in accordance
      with the Registration Rights Agreement and the 

            Holder,
      in the case
      of an exchange, or the transferee, in the case of a transfer, certifies in
      the
      applicable Letter of Transmittal that it is not (1) a Broker-

            Dealer,
      (2) a Person
      participating in the distribution of the Exchange Notes or (3) a Person who
      is
      an affiliate (as defined in Rule 144) of the Issuer;

     

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

     

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

            Rights
      Agreement;
      or

     

                (D)  the
      Registrar receives the following:

     

                    (1)  if
      the
      Holder of such Definitive Notes proposes to exchange such Notes for a beneficial
      interest in the Unrestricted Global Note, a 

                 certificate
      from such
      Holder substantially in the form of Exhibit C
      hereto,
      including the certifications in item (1)(c) thereof; or

     

                    (2)  if
      the
      Holder of such Definitive Notes proposes to transfer such Notes to a Person
      who
      shall take delivery thereof in the form of a 

                 beneficial
      interest in the Unrestricted Global Note, a certificate from such Holder
      substantially in the form of Exhibit B
      hereto,
      including the 

                    certifications in
      item
      (4) thereof;

     

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

     

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

     

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

     

                If
      any such exchange
      or transfer from a Definitive Note to a beneficial interest is effected pursuant
      to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted
      Global Note has not yet been issued, the Issuer shall issue and, upon receipt
      of
      an Authentication Order in accordance with 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    Section
      2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
      Notes in an aggregate principal amount equal to the principal amount of
      Definitive Notes so transferred.

     

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

     

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

     

                (A)  if
      the
      transfer will be made pursuant to a QIB in accordance with Rule 144A, then
      the
      transferor must deliver a certificate substantially in 

              the
      form of Exhibit B
      hereto,
      including the certifications in item (1) thereof;

     

              (B)  if
      the
      transfer will be made pursuant to Rule 903 or Rule 904 then the transferor
      must
      deliver a certificate in the form of Exhibit B

              hereto,
      including the
      certifications in item (2) thereof; or

     

                (C)  if
      the
      transfer will be made pursuant to any other exemption from the registration
      requirements of the Securities Act, then the transferor 

              must
      deliver a certificate in the
      form of Exhibit B
      hereto,
      including the certifications required by item (3) thereof, if
      applicable.

     

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

     

                  (A)  such
      exchange or transfer is effected pursuant to the Exchange Offer in accordance
      with the Registration Rights Agreement and the 

              Holder,
      in the case of an
      exchange, or the transferee, in the case of a transfer, certifies in the
      applicable Letter of Transmittal that it is not (1) a 

              Broker-Dealer,
      (2) a Person
      participating in the distribution of the Exchange Notes or (3) a Person who
      is
      an affiliate (as defined in Rule 144) of the 

              Issuer;

     

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

     

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

              Registration
      Rights Agreement;
      or

     

                  (D)  the
      Registrar receives the following:

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

       

                          (1)  if
        the
        Holder of such Restricted Definitive Notes proposes to exchange such Notes
        for
        an Unrestricted Definitive Note, a 

                      certificate
        from such
        Holder substantially in the form of Exhibit C
        hereto,
        including the certifications in item (1)(d) thereof; or

    

     

                        (2)  if
      the
      Holder of such Restricted Definitive Notes proposes to transfer such Notes
      to a
      Person who shall take delivery thereof 

                    in
      the form of an
      Unrestricted Definitive Note, a certificate from such Holder substantially
      in
      the form of Exhibit B
      hereto,
      including the 

                    certifications
      in
      item (4) thereof;

     

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

     

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

     

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

     

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

     

     (i)  Private
      Placement Legend.

     

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

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

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

     

                    (B)  Notwithstanding
      the foregoing, any Global Note or Definitive Note issued pursuant to
      subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)

                (iii),
      (e)(ii),
      (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor
      or substitution thereof) shall not bear the Private Placement 

                Legend.

     

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

     

    “THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
      IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE 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 (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REG-

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    ISTERED
      IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.”

     

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

     

    (i)  General
      Provisions Relating to Transfers and Exchanges.

     

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

     

    (ii)  No
      service charge shall be made to a holder of a beneficial interest in a Global
      Note or to a Holder of a Definitive Note for any registration of transfer or
      exchange, but the Issuer may require payment of a sum sufficient to cover any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer taxes or similar governmental charge payable
      upon
      exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14
      and
      9.05 hereof).

     

    (iii)  Neither
      the Registrar nor the Issuer shall be required to register the transfer of
      or
      exchange any Note selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part.

     

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

     

    (v)  The
      Issuer shall not be required (A) to issue, to register the transfer of or to
      exchange any Notes during a period beginning at the opening of business 15
      days
      before the day of any selection of Notes for redemption under Section 3.02
      hereof and ending at the close of business on the day of selection, (B) to
      register the transfer of or to exchange any Note so selected for redemption
      in
      whole or in part, except the unredeemed portion of any Note being redeemed
      in
      part or (C) to register the transfer of or to exchange a Note between a Record
      Date and the next succeeding Interest Payment Date.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    (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 premium, if any) and interest (including Special
      Interest, if any) on such Notes and for all other purposes, and none of the
      Trustee, any Agent or the Issuer shall be affected by notice to the
      contrary.

     

    (vii)  Upon
      surrender for registration of transfer of any Note at the office or agency
      of
      the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute,
      and the Trustee shall authenticate and mail, in the name of the designated
      transferee or transferees, one or more replacement Notes of any authorized
      denomination or denominations of a like aggregate principal amount.

     

    (viii)  At
      the
      option of the Holder, Notes may be exchanged for other Notes of any authorized
      denomination or denominations of a like aggregate principal amount upon
      surrender of the Notes to be exchanged at such office or agency. Whenever any
      Global Notes or Definitive Notes are so surrendered for exchange, the Issuer
      shall execute, and the Trustee shall authenticate and mail, the replacement
      Global Notes and Definitive Notes which the Holder making the exchange is
      entitled to in accordance with the provisions of Section 2.02
      hereof.

     

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

     

    
      	Section
              2.07  	
                
                Replacement Notes.

            


    

     

    If
      any
      mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and
      the Trustee receives evidence to its satisfaction of the ownership and
      destruction, loss or theft of any Note, the Issuer shall issue and the Trustee,
      upon receipt of an Authentication Order, shall authenticate a replacement Note
      if the Trustee’s requirements are met. If required by the Trustee or the 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 may charge for its expenses in replacing a
      Note.

     

    Every
      replacement Note is a contractual 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
              2.08  	
                
                Outstanding Notes.

            


    

     

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

     

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

     

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

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    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.

     

    
      	Section
              2.09  	
                
                Treasury Notes.

            


    

     

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

     

    
      	Section
              2.10  	
                
                Temporary Notes.

            


    

     

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

     

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

     

    
      	Section
              2.11  	
                
                Cancellation.

            


    

     

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

     

    
      	Section
              2.12  	
                
                Defaulted Cash Interest.

            


    

     

    If
      the
      Issuer defaults in a payment of cash interest on the Notes, it shall pay the
      defaulted interest in any lawful manner plus, to the extent lawful, interest
      payable on the defaulted interest to the Persons who are Holders on a subsequent
      special record date, in each case at the rate provided in the Notes and in
      Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the
      amount of defaulted cash interest proposed to be paid on each Note and the
      date
      of the proposed payment, and at the same time the Issuer shall deposit with
      the
      Trustee an amount of money equal to the aggregate amount proposed to be paid
      in
      respect of such defaulted interest or shall make arrangements satisfactory
      to
      the 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        
Trustee
        for such deposit prior to the date of the proposed payment, such money when
        deposited to be held in trust for the benefit of the Persons entitled to
        such
        defaulted interest as provided in this Section 2.12. The Trustee shall fix or
        cause to be fixed each such special record date and payment date; provided
        that no
        such special record date shall be less than 10 days prior to the related
        payment
        date for such defaulted interest. The Trustee shall promptly notify the Issuer
        of such special record date. At least 15 days before the special record date,
        the Issuer (or, upon the written request of the Issuer, the Trustee in the
        name
        and at the expense of the Issuer) shall mail or cause to be mailed, first-class
        postage prepaid, to each Holder a notice at his or her address as it appears
        in
        the Note Register that states the special record date, the related payment
        date
        and the amount of such interest to be paid.

    

     

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

     

    
      	Section
              2.13  	
                
                CUSIP and ISIN Numbers.

            


    

     

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

     

    ARTICLE
      3

    REDEMPTION

     

    
      	Section
              3.01  	
                
                Notices to Trustee.

            


    

     

    If
      the
      Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish
      to the Trustee, at least 2 Business Days before notice of redemption is required
      to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof
      but not more than 60 days before a Redemption Date, an Officer’s Certificate
      setting forth (i) the paragraph or subparagraph of such Note and/or Section
      of
      this Indenture pursuant to which the redemption shall occur, (ii) the redemption
      date, (iii) the principal amount of the Notes to be redeemed and (iv) the
      redemption price.

     

    
      	Section
              3.02  	
                
                Selection of Notes to Be Redeemed or
                Purchased.

            


    

     

    If
      less
      than all of the Notes are to be redeemed or purchased in an offer to purchase
      at
      any time, the Trustee shall select the Notes to be redeemed or purchased
      (a) if the Notes are listed on any national securities exchange, in
      compliance with the requirements of the principal national securities exchange
      on which the Notes are listed, (b) on a pro
      rata
      basis or
      (c) by lot or by such other method in accordance with the procedures of
      DTC. In the event of partial redemption or purchase by lot, the particular
      Notes
      to be redeemed or purchased shall be selected, unless otherwise provided herein,
      not less than 30 nor more than 60 days prior to the redemption date by the
      Trustee from the outstanding Notes not previously called for redemption or
      purchase.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

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

     

    
      	Section
              3.03  	
                
                Notice of Redemption.

            


    

     

    Subject
      to Sections 3.09 hereof, the Issuer shall mail or cause to be mailed by
      first-class mail notices of redemption at least 30 days but not more than 60
      days before the Redemption Date to each Holder of Notes to be redeemed at such
      Holder’s registered address or otherwise in accordance with the procedures of
      DTC, except that redemption notices may be mailed more than 60 days prior to
      a
      Redemption Date if the notice is issued in connection with Article 8 or Article
      13 hereof. Except as set forth in Section 3.07(e) hereof, notices of redemption
      may not be conditional.

     

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

     

    (a)  the
      Redemption Date;

     

    (b)  the
      redemption price;

     

    (c)  if
      any
      Note is to be redeemed in part only, the portion of the principal amount of
      that
      Note that is to be redeemed and that, after the Redemption Date upon surrender
      of such Note, a new Note or Notes in principal amount equal to the unredeemed
      portion of the original Note representing the same indebtedness to the extent
      not redeemed will be issued in the name of the Holder of the Notes upon
      cancellation of the original Note;

     

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

     

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

     

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

     

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

     

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

     

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

     

    At
      the
      Issuer’s request, the Trustee shall give the notice of redemption in the
      Issuer’s name and at its expense; provided
      that the
      Issuer shall have delivered to the Trustee, at least 2 Business 

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        
Days
        before notice of redemption is required to be mailed or caused to be mailed
        to
        Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed
        to by the Trustee), an Officer’s Certificate requesting that the Trustee give
        such notice and setting forth the information to be stated in such notice
        as
        provided in the preceding paragraph.

    

     

    
      	Section
              3.04  	
                
                Effect of Notice of
                Redemption.

            


    

     

    Once
      notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
      called for redemption become irrevocably due and payable on the Redemption
      Date
      at the redemption price (except as provided for in Section 3.07(e) hereof).
      The
      notice, if mailed in a manner herein provided, shall be conclusively presumed
      to
      have been given, whether or not the Holder receives such notice. In any case,
      failure to give such notice by mail or any defect in the notice to the Holder
      of
      any Note designated for redemption in whole or in part shall not affect the
      validity of the proceedings for the redemption of any other Note. Subject to
      Section 3.05 hereof, on and after the redemption date, interest ceases to accrue
      on Notes or portions thereof called for redemption.

     

    
      	Section
              3.05  	
                
                Deposit of Redemption or Purchase
                Price.

            


    

     

    Prior
      to
      10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer
      shall deposit with the Trustee or with the Paying Agent money sufficient to
      pay
      the redemption or purchase price of and accrued and unpaid interest (including
      Special 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, and accrued and unpaid
      interest on, all Notes to be redeemed or purchased.

     

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

     

    
      	Section
              3.06  	
                
                Notes Redeemed or Purchased in
                Part.

            


    

     

    Upon
      surrender of a Note that is redeemed or purchased in part, the Issuer shall
      issue and the Trustee shall authenticate for the Holder at the expense of the
      Issuer a new Note equal in principal amount to the unredeemed or unpurchased
      portion of the Note surrendered representing the same indebtedness to the extent
      not redeemed or purchased; provided
      that
      each new Note will be in a principal amount of $2,000 or an integral multiple
      of
      $1,000 in excess thereof. It is understood that, notwithstanding anything in
      this Indenture to the contrary, only an Authentication Order and not an Opinion
      of Counsel or Officer’s Certificate is required for the Trustee to authenticate
      such new Note.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    
      	Section
              3.07  	
                
                Optional Redemption.

            


    

     

    (a)  Except
      as
      set forth below, the Issuer will not be entitled to redeem Notes at its option
      prior to July
      15,
      2011.

     

    (b)  At
      any
      time prior to July 15, 2011, the Issuer may redeem all or a part of the Notes,
      upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
      mail to the registered address of each Holder of Notes or otherwise in
      accordance with the procedures of DTC, at a redemption price equal to 100%
      of
      the principal amount of the Notes redeemed plus the Applicable Premium as of,
      and accrued and unpaid interest and Special Interest, if any, to the date of
      redemption (the “Redemption
      Date”),
      subject to the rights of Holders of Notes on the relevant record date to receive
      interest due on the relevant interest payment date.

     

    (c)  On
      and
      after July 15, 2011, the Issuer may redeem the Notes, in whole or in part,
      upon
      not less than 30 nor more than 60 days’ prior notice mailed by first-class mail
      to the registered address of each Holder of Notes or otherwise in accordance
      with the procedures of DTC, at the redemption prices (expressed as percentages
      of principal amount of the Notes to be redeemed) set forth below, plus accrued
      and unpaid interest thereon and Special Interest, if any, to the applicable
      Redemption Date, subject to the right of Holders Notes of record on the relevant
      record date to receive interest due on the relevant interest payment date,
      if
      redeemed during the twelve-month period beginning on July 15 of each of the
      years indicated below:

     

    
      	
              Year

               

            	
              Percentage

               

            
	
              2011

            	
              105.313%

            
	
              2012

            	
              102.656%

            
	
              2013
                and thereafter

            	
              100.000%

            


    

    


    (d)  In
      addition, until July 15, 2010, the Issuer may, at its option, on one or more
      occasions redeem up to 35% of the aggregate principal amount of Notes at a
      redemption price equal to 110.625% of the aggregate principal amount thereof,
      plus accrued and unpaid interest thereon and Special Interest, if any, to the
      applicable Redemption Date, subject to the right of Holders of Notes of record
      on the relevant Record Date to receive interest due on the relevant Interest
      Payment Date, with the net cash proceeds of one or more Equity Offerings;
provided
      that at
      least 50% of the sum of the original aggregate principal amount of Notes issued
      under this Indenture and the original principal amount of any Additional Notes
      issued under this Indenture after the Issue Date remains outstanding immediately
      after the occurrence of each such redemption; provided
      further
      that
      each such redemption occurs within 90 days of the date of closing of each such
      Equity Offering.

     

    (e)  Any
      notice of any redemption may be given prior to the redemption thereof, and
      any
      such redemption or notice may, at the Issuer’s discretion, be subject to one or
      more conditions precedent, including, but not limited to, completion of an
      Equity Offering or other corporate transaction.

     

    (f)  If
      the
      Issuer redeems less than all of the outstanding Notes, the Trustee shall select
      the Notes to be redeemed in the manner described under Section 3.02
      hereof.

     

    
      	Section
              3.08  	
                
                Mandatory Redemption.

            


    

     

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

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    
      	Section
              3.09  	
                
                Asset Sales.

            


    

     

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

     

    (b)  The
      Asset
      Sale Offer shall remain open for a period of 20 Business Days following its
      commencement and no longer, except to the extent that a longer period is
      required by applicable law (the “Offer
      Period”).
      No
      later than five Business Days after the termination of the Offer Period (the
      “Purchase
      Date”),
      the
      Issuer shall apply all Excess Proceeds (the “Offer
      Amount”)
      to the
      purchase of Notes and, if required or permitted by the terms thereof, any Senior
      Indebtedness (on a pro
      rata
      basis),
      or, if less than the Offer Amount has been tendered, all Notes and Senior
      Indebtedness tendered in response to the Asset Sale Offer. Payment for any
      Notes
      so purchased shall be made in the same manner as interest payments are
      made.

     

    (c)  If
      the
      Purchase Date is on or after a Record Date and on or before the related Interest
      Payment Date, any accrued and unpaid interest and Special Interest, if any,
      up
      to but excluding the Purchase Date, shall be paid to the Person in whose name
      a
      Note is registered at the close of business on such Record Date, and no
      additional interest shall be payable to Holders who tender Notes pursuant to
      the
      Asset Sale Offer.

     

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

     

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

     

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

     

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

     

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

     

    (v)  that
      Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
      elect to have Notes purchased in the minimum amount of $2,000 or an integral
      multiple of $1,000 in excess thereof only;

     

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

     

    (vii)  that
      Holders shall be entitled to withdraw their election if the Issuer, the
      Depositary or the Paying Agent, as the case may be, receives, not later than
      the
      expiration of the Offer Period, a facsimile transmission or letter setting
      forth
      the name of the Holder, the principal 

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

       

          amount
        of the
        Note the Holder delivered for purchase and a statement that such Holder is
        withdrawing his election to have such Note purchased;

    

     

    (viii)  that,
      if
      the aggregate principal amount of Notes and Senior Indebtedness surrendered
      by
      the holders thereof exceeds the Offer Amount, the Trustee shall select the
      Notes
      and such Senior Indebtedness to be purchased on a pro
      rata
      basis
      based on the accreted value or principal amount of the Notes or such Senior
      Indebtedness tendered (with such adjustments as may be deemed appropriate by
      the
      Trustee so that only Notes in minimum denominations of $2,000, or integral
      multiples of $1,000 in excess thereof, shall be purchased); and

     

    (ix)  that
      Holders whose Notes were purchased only in part shall be issued new Notes equal
      in principal amount to the unpurchased portion of the Notes surrendered (or
      transferred by book-entry transfer) representing the same indebtedness to the
      extent not repurchased.

     

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

     

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

     

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

     

    ARTICLE
      4

     

    COVENANTS

     

    
      	Section
              4.01  	
                
                Payment of Notes.

            


    

     

    The
      Issuer shall pay or cause to be paid the principal of, premium, if any, Special
      Interest, if any, and interest on the Notes on the dates and in the manner
      provided in the Notes. Principal, premium, if any, cash Special Interest, if
      any, and cash interest shall be considered paid on the date due if the Paying
      Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time
      on the due date money deposited by the Issuer in immediately available funds
      and
      designated for and sufficient to pay all principal, premium, if any, and
      interest then due.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    The
      Issuer shall pay all Special Interest, if any, in the same manner on the dates
      and in the amounts set forth in any Registration Rights Agreement.

     

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

     

    
      	Section
              4.02  	
                
                Maintenance of Office or
                Agency.

            


    

     

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

     

    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; provided
      that no
      such designation or rescission shall in any manner relieve the Issuer of its
      obligation to maintain an office or agency in Minneapolis, Minnesota for such
      purposes. 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 2.03
      hereof.

     

    
      	Section
              4.03  	
                
                Reports and Other
                Information.

            


    

     

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

     

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

     

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

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

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

     

        (4)  any
      other
      information, documents and other reports which the Issuer would be required
      to
      file with the SEC if it were subject to Section 13 or 15(d) of the Exchange
      Act;

     

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

     

    In
      the
      event that any direct or indirect parent company of the Issuer becomes a
      Guarantor of the Notes, the Issuer may satisfy its obligations under this
      Section 4.03 with respect to financial information relating to the Issuer by
      furnishing financial information relating to such parent; provided
      that the
      same is accompanied by consolidating information that explains in reasonable
      detail the differences between the information relating to such parent, on
      the
      one hand, and the information relating to the Issuer and its Restricted
      Subsidiaries on a standalone basis, on the other hand.

     

    Notwithstanding
      the foregoing, the requirements of this Section 4.03 shall be deemed satisfied
      prior to the commencement of the Exchange Offer or the effectiveness of the
      Shelf Registration Statement described in the Registration Rights Agreement
      dated the date hereof (1) by the filing with the SEC of the Exchange Offer
      Registration Statement or Shelf Registration Statement (or any other similar
      registration statement), and any amendments thereto, with such financial
      information that satisfies Regulation S-X, subject to exceptions consistent
      with
      the presentation of financial information in the Offering Circular, to the
      extent filed within the times specified above, or (2) by posting reports
      that would be required to be filed substantially in the form required by the
      SEC
      on the Issuer’s website (or that of any of its parent companies) or providing
      such reports to the Trustee within 15 days after the time the Issuer would
      be
      required to file such information with the SEC if the Issuer were subject to
      Section 13 or 15(d) of the Exchange Act, the financial information (including
      a
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations” section) that would be required to be included in such reports,
      subject to exceptions consistent with the presentation of financial information
      in the Offering Circular, in each case, to the extent filed within the times
      specified above. Notwithstanding
      anything herein to the contrary, the Issuer will not be deemed to have failed
      to
      comply with any of its agreements set forth under this Section 4.03 for purposes
      of Section 6.01(3) until 120 days after the date any report is required to
      be filed with the SEC (or posted on the Issuer's website or provided to the
      Trustee) pursuant to this Section 4.03.

     

    
      	Section
              4.04  	
                
                Compliance Certificate.

            


    

     

    (a)  The
      Issuer and each Guarantor (to the extent that such Guarantor is so required
      under the Trust Indenture Act) shall deliver to the Trustee, within 90 days
      after the end of each fiscal year ending after the Issue Date, a certificate
      from the principal executive officer, principal financial officer or principal
      accounting officer stating that a review of the activities of the Issuer and
      its
      Restricted Subsidiaries during the preceding fiscal year has been made under
      the
      supervision of the signing Officer with a view to determining whether the Issuer
      has kept, observed, performed and fulfilled its obligations 

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        
under
        this Indenture, and further stating, as to such Officer signing such
        certificate, that to the best of his or her knowledge the Issuer has kept,
        observed, performed and fulfilled each and every condition and covenant
        contained in this Indenture and is not in default in the performance or
        observance of any of the terms, provisions, covenants and conditions of this
        Indenture (or, if a Default shall have occurred, describing all such Defaults
        of
        which he or she may have knowledge and what action the Issuer is taking or
        proposes to take with respect thereto).

    

     

    (b)  When
      any
      Default has occurred and is continuing under this Indenture, or if the Trustee
      or the holder of any other evidence of Indebtedness of the Issuer or any
      Subsidiary gives any notice or takes any other action with respect to a claimed
      Default, the Issuer shall promptly (which shall be no more than five (5)
      Business Days) deliver to the Trustee by registered or certified mail or by
      facsimile transmission an Officer’s Certificate specifying such event and what
      action the Issuer proposes to take with respect thereto.

     

    
      	Section
              4.05  	
                
                Taxes.

            


    

     

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

     

    
      	Section
              4.06  	
                
                Stay, Extension and Usury
                Laws.

            


    

     

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

     

    
      	Section
              4.07  	
                
                Limitation on Restricted
                Payments.

            


    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

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

     

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

     

    (A)    Indebtedness
      permitted under clauses (8) and (9) of Section 4.09(b) hereof;
      or

     

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

     

    (IV)    make
      any
      Restricted Investment

     

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

     

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

     

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

     

    (3)    such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Issuer and its Restricted Subsidiaries after the Issue
      Date
      (including Restricted Payments permitted by clauses (1), (2) (with respect
      to the payment of dividends on Refunding Capital Stock pursuant to clause
      (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof
      but excluding all other Restricted Payments permitted by Section 4.07(b) hereof,
      is less than the sum of (without duplication):

     

    (a)    50%
      of
      the Consolidated Net Income of the Issuer for the period (taken as one
      accounting period) beginning May 4, 2007, to the end of the Issuer’s most
      recently ended fiscal quarter for which internal financial statements are
      available at the time of such Restricted Payment, or, in the case such
      Consolidated Net Income for such period is a deficit, minus 100% of such
      deficit; plus

     

    (b)    100%
      of
      the aggregate net cash proceeds and the fair market value, as determined in
      good
      faith by the Issuer, of marketable securities or other property received by
      the
      Issuer since immediately after the Issue Date from the issue or sale
      of:

     

    (i)    (A) Equity
      Interests of the Issuer, including Treasury Capital Stock, but excluding cash
      proceeds and the fair market value, as determined in good faith by the Issuer,
      of marketable securities or other property received from the sale
      of:

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

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

     

    (y)    Designated
      Preferred Stock; and

     

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

     

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

     

    provided,
      however,
      that
      this clause (b) shall not include the proceeds from (V) Refunding
      Capital Stock, (W) Equity Interests of the Issuer or convertible debt
      securities of the Issuer sold to a Restricted Subsidiary, as the case may be,
      (X) Disqualified Stock or debt securities that have been converted into
      Disqualified Stock or (Y) Excluded Contributions or (Z) transactions
      whose proceeds were used to incur Indebtedness, Disqualified Stock or Preferred
      Stock pursuant to Section 4.09(b)(13)(a) hereof, solely to the extent of such
      usage; plus

     

    (c)    100%
      of
      the aggregate amount of cash and the fair market value, as determined in good
      faith by the Issuer, of marketable securities or other property contributed
      to
      the capital of the Issuer following the Issue Date (other than net cash proceeds
      to the extent such net cash proceeds (i) have been used to incur
      Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause
      (13)(a) of Section 4.09(b) hereof, (ii) are contributed by a
      Restricted Subsidiary or (iii) constitute Excluded Contributions);
plus

     

    (d)    to
      the
      extent not already included in Consolidated Net Income, 100% of the aggregate
      amount received in cash and the fair market value, as determined in good faith
      by the Issuer, of marketable securities or other property received by means
      of:

     

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

     

    (ii)    the
      sale
      (other than to the Issuer or a Restricted Subsidiary) of the stock of an
      Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other
      than in each case to the extent the Investment in such Unrestricted Subsidiary
      was made by the Issuer or a Restricted Subsidiary 

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        
pursuant
        to clause (7) of Section 4.07(b) hereof or to the extent such Investment
        constituted a Permitted Investment) or a dividend from an Unrestricted
        Subsidiary after the Issue Date; plus

    

     

    (e)    in
      the
      case of the redesignation of an Unrestricted Subsidiary as a Restricted
      Subsidiary after the Issue Date, the fair market value of the Investment in
      such
      Unrestricted Subsidiary, as determined by the Issuer in good faith (or if such
      fair market value exceeds $75.0 million, in writing by an Independent
      Financial Advisor), at the time of the redesignation of such Unrestricted
      Subsidiary as a Restricted Subsidiary other than to the extent the Investment
      in
      such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary
      pursuant to clause (7) of Section 4.07(b) or to the extent such Investment
      constituted a Permitted Investment.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (4)    a
      Restricted Payment to pay for the repurchase, retirement or other acquisition
      or
      retirement for value of Equity Interests (other than Disqualified Stock) of
      the
      Issuer or any of its direct or indirect parent companies held by any future,
      present or former employee, director or consultant of the Issuer, any of its
      Subsidiaries or any of its direct or indirect parent companies pursuant to
      any
      management equity plan or stock option plan or any other management or employee
      benefit plan or agreement, including any Equity Interests rolled over by
      management of the Issuer or any of its direct or indirect parent companies
      in
      connection with the Transactions; provided,
      however,
      that
      the aggregate Restricted Payments made under this clause (4) do not exceed
      in any calendar year $12.5 million (which shall increase to $25.0 million
      subsequent to the consummation of an underwritten public Equity Offering by
      the
      Issuer or any direct or indirect parent entity of the Issuer) (with unused
      amounts in any calendar year being carried over to succeeding calendar years
      subject to a maximum (without giving effect to the following proviso) of
      $50.0 million in any calendar year (which shall increase to $100.0 million
      subsequent to the consummation of an underwritten public Equity Offering by
      the
      Issuer or any direct or indirect parent corporation of the Issuer));
provided further
      that
      such amount in any calendar year may be increased by an amount not to
      exceed:

     

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

     

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

     

    (c)    the
      amount of any Restricted Payments previously made with the cash proceeds
      described in clauses (a) and (b) of this clause (4);

     

    and
      provided,
      further,
      that
      cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary
      from members of management of the Issuer, any of the Issuer’s direct or indirect
      parent companies or any of the Issuer’s Restricted Subsidiaries in connection
      with a repurchase of Equity Interests of the Issuer or any of its direct or
      indirect parent companies will not be deemed to constitute a Restricted Payment
      for purposes of this Section 4.07 or any other provision of this
      Indenture;

     

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

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    (7)    Investments
      in Unrestricted Subsidiaries having an aggregate fair market value, taken
      together with all other Investments made pursuant to this clause (7) that
      are at the time outstanding, without giving effect to the sale of an
      Unrestricted Subsidiary to the extent the proceeds of such sale do not consist
      of cash or marketable securities, not to exceed $50.0 million at the time of
      such Investment (with the fair market value of each Investment being measured
      at
      the time made and without giving effect to subsequent changes in
      value);

     

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

     

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

     

    (10)    Restricted
      Payments that are made with Excluded Contributions;

     

    (11)    other
      Restricted Payments in an aggregate amount taken together with all other
      Restricted Payments made pursuant to this clause (11) not to exceed $100.0
      million at the time made;

     

    (12)    distributions
      or payments of Receivables Fees;

     

    
      
        
        

      

      
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    (13)    any
      Restricted Payment made as part of the Transactions and the fees and expenses
      related thereto or used to fund amounts owed to Affiliates (including dividends
      to any direct or indirect parent of the Issuer to permit payment by such parent
      of such amount), in each case to the extent permitted by Section 4.11
      hereof;

     

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

     

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

     

    (a)    franchise
      and excise taxes and other fees, taxes and expenses required to maintain their
      corporate existence;

     

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

     

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

     

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

     

    (e)    fees
      and
      expenses other than to Affiliates of the Issuer related to any unsuccessful
      equity or debt offering of such parent entity; and

     

    (16)    the
      redemption for cash of a portion of each Senior Subordinated Note then
      outstanding equal to any "Mandatory Principal Redemption Amount" applicable
      thereto, to the extent required under the Senior Subordinated Indenture. The
      "Mandatory Principal Redemption Amount" means, as of the date of such
      redemption, the excess, if any, of (a) the aggregate amount of accrued and
      unpaid interest and all accrued and unpaid "original issue discount" (as defined
      in Section 1273(a)(1) of the Code) with respect to the Senior Subordinated
      Notes, over (b) an amount equal to the product of (i) the "issue price" (as
      defined in Sections 1273(b) and 1274(a) of the Code) of the Senior Subordinated
      Notes multiplied by (ii) the "yield to maturity" (as defined in the Treasury
      Regulation Section 1.1272-1(b)(1)(i)) of the Senior Subordinated
      Notes;

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

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

     

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

     

    Notwithstanding
      the foregoing provisions of this Section 4.07, the Issuer will not, and will
      not
      permit any of its Restricted Subsidiaries to, pay any cash dividend or make
      any
      cash distribution on or in respect of the Issuer’s Capital Stock or purchase for
      cash or otherwise acquire for cash any Capital Stock of the Issuer or any direct
      or indirect parent of the Issuer, for the purpose of paying any cash dividend
      or
      making any cash distribution to, or acquiring Capital Stock of any direct or
      indirect parent of the Issuer for cash from, the Investors, or Guarantee any
      Indebtedness of any Affiliate of the Issuer for the purpose of paying such
      dividend, making such distribution or so acquiring such Capital Stock to or
      from
      the Investors, in each case by means of utilization of the cumulative Restricted
      Payment credit provided by Section 4.07(a), or the exceptions provided by
      clauses (1), (7) or (11) of Section 4.07(b) or clauses (8) or (13) of the
      definition of “Permitted Investments”, unless at the time and after giving
      effect to such payment, the Consolidated Leverage Ratio of the Issuer would
      be
      equal to or less than 6.00:1.00. 

    


     

    
      	Section
              4.08  	
                
                Dividend and Other Payment Restrictions Affecting Restricted
                Subsidiaries.

            


    

     

    (a)    The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries that
      are not Guarantors to, directly or indirectly, create or otherwise cause or
      suffer to exist or become effective any consensual encumbrance or consensual
      restriction on the ability of any such Restricted Subsidiary to:

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        65

        
          

        

      

      
         

      

    

    
                (1)    contractual
        encumbrances or restrictions in effect on the Issue Date, including pursuant
        to
        the Senior Credit Facilities and the 

          related documentation;

    

     

              (2)    this
      Indenture and the Notes, the Senior Subordinated Indenture and the Senior
      Subordinated Notes;

     

              (3)    purchase
      money obligations for property acquired in the ordinary course of business
      that
      impose restrictions of the nature discussed in 

        clause
      (3) of
      Section 4.08(a) hereof on the property so acquired;

     

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

     

              (5)    any
      agreement or other instrument of a Person acquired by the Issuer or any
      Restricted Subsidiary in existence at the time of such 

        acquisition
      (but not created in connection therewith or in contemplation thereof), which
      encumbrance or restriction is not applicable to any Person, or the 

        properties
      or
      assets of any Person, other than the Person and its Subsidiaries, or the
      property or assets of the Person and its Subsidiaries, so acquired;

     

              (6)    contracts
      for the sale of assets, including customary restrictions with respect to a
      Subsidiary of the Issuer pursuant to an agreement that has 

        been entered
      into for the sale or disposition of all or substantially all of the Capital
      Stock or assets of such Subsidiary;

     

              (7)    Secured
      Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof
      and Section 4.12 hereof that limits the right of the 

        debtor
      to
      dispose of the assets securing such Indebtedness;

     

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

     

              (9)    other
      Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries
      permitted to be incurred subsequent to the Issue Date 

        pursuant
      Section 4.09 hereof;

     

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

     

              (11)    customary
      provisions contained in leases or licenses of intellectual property and other
      agreements, in each case, entered into in the ordinary 

        course
      of
      business;

     

              (12)    any
      encumbrances or restrictions of the type referred to in clauses (1), (2) and
      (3)
      of Section 4.08(a) hereof imposed by any amendments, 

        modifications,
      restatements, renewals, increases, supplements, refundings, replacements or
      refinancings of the contracts, instruments or obligations referred to in


        clauses
      (1)
      through (11) of this Section 4.08(b); provided
      that
      such amendments, modifications, restatements, renewals, increases, supplements,
      refundings, 

        replacements
      or refinancings are, in the good faith judgment of the Issuer, no more
      restrictive with respect to such encumbrance and other restrictions taken as
      

        a
      whole than
      those prior to such amendment, modification, restatement, renewal, increase,
      supplement, refunding, replacement or refinancing; and

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

              (13)    restrictions
      created in connection with any Receivables Facility that, in the good faith
      determination of the Issuer are necessary or 

        advisable
      to
      effect the transactions contemplated under such Receivables
      Facility.

     

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

            


    

     

    (a)  The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly, create, incur, issue, assume, guarantee or otherwise
      become directly or indirectly liable, contingently or otherwise (collectively,
      “incur”
and
      collectively, an “incurrence”),
      with
      respect to any Indebtedness (including Acquired Indebtedness), and the Issuer
      shall not issue any shares of Disqualified Stock and shall not permit any
      Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred
      Stock; provided,
      however,
      that
      the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue
      shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur
      Indebtedness (including Acquired Indebtedness), issue shares of Disqualified
      Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio
      on
      a consolidated basis for the Issuer and its Restricted Subsidiaries’ most
      recently ended four fiscal quarters for which internal financial statements
      are
      available immediately preceding the date on which such additional Indebtedness
      is incurred or such Disqualified Stock or Preferred Stock is issued would have
      been at least 2.00 to 1.00, determined on a pro
      forma basis
      (including a pro
      forma application
      of the net proceeds therefrom), as if the additional Indebtedness had been
      incurred, or the Disqualified Stock or Preferred Stock had been issued, as
      the
      case may be, and the application of proceeds therefrom had occurred at the
      beginning of such four-quarter period; provided,
      further,
      that
      Restricted Subsidiaries that are not Guarantors may not incur Indebtedness
      or
      Disqualified Stock or Preferred Stock if, after giving pro
      forma effect
      to
      such incurrence or issuance (including a pro
      forma application
      of the net proceeds therefrom), more than an aggregate of $250.0 million of
      Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries
      that are not Guarantors would be outstanding pursuant to this Section 4.09(a)
      and clauses (13)(b), (15) and (20) of Section 4.09(b) at such
      time.

     

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

     

          (1)  the
      incurrence of Indebtedness under (x) Credit Facilities (other than the ABL
      Facility) by the Issuer or any of its Restricted Subsidiaries and the issuance
      and creation of letters of credit and bankers’ acceptances thereunder (with
      letters of credit and bankers’ acceptances being deemed to have a principal
      amount equal to the face amount thereof), up to an aggregate principal amount
      of
      $2,625.0 million outstanding at any one time and (y) the ABL Facility
      by the Issuer or any of its Restricted Subsidiaries and the issuance and
      creation of letters of credit and bankers’ acceptances thereunder (with letters
      of credit and bankers’ acceptances being deemed to have a principal amount equal
      to the face amount thereof), up to an aggregate principal amount equal to the
      ABL Facility Cap;

     

          (2)  the
      incurrence by the Issuer and any Guarantor of Indebtedness represented by the
      Notes issued on the Issue Date (including any Guarantee hereof) and the Exchange
      Notes and related guarantees of the Exchange Notes to be issued in exchange
      for
      the Notes and the Guarantees pursuant to the Registration Rights Agreement
      (other than any Additional Notes and related guarantees);

     

          (3)  the
      incurrence by the Issuer and any Guarantor of Indebtedness represented by the
      Senior Subordinated Notes and related guarantees, as well as any exchange notes
      and exchange 

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

    guarantees
      to be issued in exchange for the Senior Subordinated Notes and related
      guarantees pursuant a registration rights agreement;

     

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

     

          (5)  Indebtedness
      consisting of Capitalized Lease Obligations and Purchase Money Obligations
      in a
      principal amount not to exceed $250.0 million
      (excluding the principal amount of any Capitalized Lease Obligations or Purchase
      Money Obligations relating to the purchase, lease or improvement of the
      Company’s distribution centers located in Fulton, Missouri, Indianola,
      Mississippi and Ardmore, Oklahoma)
      in the
      aggregate at any one time outstanding together with all other Indebtedness
      issued under this clause (5); so long as such Indebtedness exists at the
      date of such purchase, lease or improvement, or is created within 270 days
      thereafter;

     

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

     

          (7)  Indebtedness
      arising from agreements of the Issuer or its Restricted Subsidiaries providing
      for indemnification, adjustment of purchase price or similar obligations, in
      each case, incurred or assumed in connection with the disposition of any
      business, assets or a Subsidiary, other than guarantees of Indebtedness incurred
      by any Person acquiring all or any portion of such business, assets or a
      Subsidiary for the purpose of financing such acquisition; provided,
      however,
      that
      such Indebtedness is not reflected on the balance sheet of the Issuer or any
      of
      its Restricted Subsidiaries (contingent obligations referred to in a footnote
      to
      financial statements and not otherwise reflected on the balance sheet will
      not
      be deemed to be reflected on such balance sheet for purposes of this clause
      (7));

     

          (8)  Indebtedness
      of the Issuer to a Restricted Subsidiary; provided
      that any
      such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor
      is
      expressly subordinated in right of payment to the Notes; provided,
      further,
      that
      any subsequent issuance or transfer of any Capital Stock or any other event
      which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary
      or any other subsequent transfer of any such Indebtedness (except to the Issuer
      or another Restricted Subsidiary) shall be deemed, in each case, to be an
      incurrence of such Indebtedness not permitted by this clause (8);

     

          (9)  Indebtedness
      of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary;
      provided
      that
      if a
      Guarantor issues such Indebtedness to a Restricted Subsidiary that is not a
      Guarantor (other than to any Restricted Subsidiary engaged in the insurance
      business in order to provide insurance to the Issuer and its Subsidiaries),
      such
      Indebtedness is expressly subordinated in right of payment to the Guarantee
      of
      the Notes of such Guarantor; provided,
      further,
      that
      any subsequent issuance or transfer of any Capital Stock or any other event
      which results in any such Restricted Subsidiary ceasing to be a Restricted
      Subsidiary or any other subsequent transfer of any such Indebtedness (except
      to
      the Issuer or another Restricted Subsidiary) shall be deemed, in each case,
      to
      be an incurrence of such Indebtedness not permitted by this
      clause (9);

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

       

            (10)  shares
        of
        Preferred Stock of a Restricted Subsidiary issued to the Issuer or another
        Restricted Subsidiary; provided
        that any
        subsequent issuance or transfer of any Capital Stock or any other event which
        results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary
        or any other subsequent transfer of any such shares of Preferred Stock (except
        to the Issuer or another of its Restricted Subsidiaries) shall be deemed
        in each
        case to be an issuance of such shares of Preferred Stock not permitted by
        this
        clause (10);

    

     

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

     

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

     

          (13)  (a) Indebtedness
      or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or
      Preferred Stock of the Issuer or any Restricted Subsidiary equal to 100.0%
      of
      the net cash proceeds received by the Issuer since immediately after the Issue
      Date from the issue or sale of Equity Interests of the Issuer or cash
      contributed to the capital of the Issuer (in each case, other than Excluded
      Contributions or proceeds of Disqualified Stock or sales of Equity Interests
      to
      the Issuer or any of its Subsidiaries) as determined in accordance with
      clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such
      net cash proceeds or cash have not been applied pursuant to such clauses to
      make
      Restricted Payments or to make other Investments, payments or exchanges pursuant
      to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted
      Investments specified in clauses (1) and (3) of the definition
      thereof) and (b) Indebtedness or Disqualified Stock of the Issuer and
      Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any
      Restricted Subsidiary not otherwise permitted hereunder in an aggregate
      principal amount or liquidation preference, which when aggregated with the
      principal amount and liquidation preference of all other Indebtedness,
      Disqualified Stock and Preferred Stock then outstanding and incurred pursuant
      to
      this clause (13)(b), does not at any one time outstanding
      exceed $250.0 million; provided,
      however,
      that on
      a pro
      forma
      basis,
      together with any amounts incurred and outstanding by Restricted Subsidiaries
      that are not Guarantors pursuant to the second proviso to Section 4.09(a) and
      clauses (15) and (20) thereof, no more than $250.0 million of
      Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding
      and incurred pursuant to this clause (13)(b) shall be incurred by
      Restricted Subsidiaries that are not Guarantors (it being understood that any
      Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this
      clause (13)(b) shall cease to be deemed incurred or outstanding for
      purposes of this clause (13)(b) but shall be deemed incurred for the
      purposes of Section 4.09(a) hereof from and after the first date on which the
      Issuer or such Restricted Subsidiary could have incurred such Indebtedness,
      Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without
      reliance on this clause (13)(b));

     

          (14)  the
      incurrence or issuance by the Issuer or any Restricted Subsidiary of
      Indebtedness, Disqualified Stock or Preferred Stock which serves to refund
      or
      refinance any Indebtedness, Disqualified Stock or Preferred Stock of the Issuer
      or any Restricted Subsidiary incurred as permitted under Section 4.09(a) hereof
      and clauses (2), (3), (4), (5) and (13)(a) of this Section
      4.09(b) above, this clause (14) and clause (15) of this Section
      4.10(b) or any Indebtedness, Disqualified Stock or Preferred Stock of the Issuer
      or any Restricted Subsidiary issued to so refund or refinance such Indebtedness,
      Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary
      including additional Indebtedness, Disqualified Stock or 

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    Preferred
      Stock incurred to pay premiums (including reasonable tender premiums),
      defeasance costs and fees in connection therewith (the “Refinancing
      Indebtedness”)
      prior
      to its respective maturity; provided,
      however,
      that
      such Refinancing Indebtedness:

     

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

     

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

     

    (c)    shall
      not
      include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary
      of
      the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
      Stock or Preferred Stock of the Issuer or a Guarantor;

     

    and
      provided further,
      that
      subclause (a) of this clause (14) will not apply to any refunding or
      refinancing of any Indebtedness outstanding under a Credit
      Facility;

     

          (15)  Indebtedness,
      Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted
      Subsidiary incurred to finance an acquisition of any Person or asset, or
      (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or
      merged into the Issuer or a Restricted Subsidiary in accordance with the terms
      of this Indenture; provided
      that
      after giving effect to such acquisition or merger, either:

     

    (a)    the
      Issuer would be permitted to incur at least $1.00 of additional Indebtedness
      pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
      hereof, or

     

    (b)    the
      Fixed
      Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater
      than immediately prior to such acquisition or merger;

     

    provided,
      however
      that on
      a pro
      forma basis,
      together with amounts incurred and outstanding pursuant to the second proviso
      to
      Section 4.09(a) and clauses (13)(b) and (20) of this Section 4.09(b), no
      more than $250.0 million of Indebtedness, Disqualified Stock or Preferred
      Stock at any one time outstanding and incurred by Restricted Subsidiaries that
      are not Guarantors pursuant to this clause (15) shall be incurred and
      outstanding;

     

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

     

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

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

       

          (18)  (a) any
        guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other
        Obligations of any Restricted Subsidiary, so long as the incurrence of such
        Indebtedness incurred by such Restricted Subsidiary is permitted under the
        terms
        of this Indenture, or (b) any guarantee by a Restricted Subsidiary of
        Indebtedness of the Issuer permitted to be incurred under the terms of this
        Indenture; provided
        that
        such guarantee is incurred in accordance with Section 4.15
        hereof;

    

     

         (19)  Indebtedness
      of Foreign Subsidiaries of the Issuer in an amount not to exceed at any one
      time
      outstanding and together with any other Indebtedness incurred under this clause
      (19) 5.0% of the Total Assets of the Foreign Subsidiaries (it being
      understood that any Indebtedness incurred pursuant to this clause
      (19) shall cease to be deemed incurred or outstanding for purposes of this
      clause (19) but shall be deemed incurred for the purposes of Section
      4.09(a) hereof from and after the first date on which the Issuer or such
      Restricted Subsidiaries could have incurred such Indebtedness under Section
      4.09(a) hereof without reliance on this clause (19));

     

         (20)  Indebtedness,
      Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to
      finance or assumed in connection with an acquisition in a principal amount
      not
      to exceed $100.0 million in the aggregate at any one time outstanding together
      with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued
      under this clause (20) (it being understood that any Indebtedness,
      Disqualified Stock or Preferred Stock incurred pursuant to this clause
      (20) shall cease to be deemed incurred or outstanding for purposes of this
      clause (20) but shall be deemed incurred for the purposes of Section
      4.09(a) hereof from and after the first date on which such Restricted Subsidiary
      could have incurred such Indebtedness, Disqualified Stock or Preferred Stock
      under Section 4.09(a) hereof without reliance on this clause (20)); provided,
      however,
      that,
      on a pro
      forma
      basis,
      together with amounts incurred and outstanding by Restricted Subsidiaries that
      are not Guarantors pursuant to the second proviso to Section 4.09(a) and clauses
      (13)(b) and (15) of this Section 4.09(b), no more than $250.0 million of
      Indebtedness would be incurred and outstanding by Restricted Subsidiaries that
      are not Guarantors;

     

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

     

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

     

    For
      purposes of determining compliance with this Section 4.09:

     

    (1)    in
      the
      event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or
      any portion thereof) meets the criteria of more than one of the categories
      of
      permitted Indebtedness, Disqualified Stock or Preferred Stock described in
      clauses (1) through (22) of this Section 4.09(b) or is entitled to be
      incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion,
      shall classify or reclassify such item of Indebtedness, Disqualified Stock
      or
      Preferred Stock (or any portion thereof) and shall only be required to include
      the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock
      in one of the above clauses; provided

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

       

      that
        all
        Indebtedness outstanding under the Credit Facilities on the Issue Date shall
        be
        treated as incurred on the Issue Date under clause (1) of Section 4.09(b)
        hereof; and

    

     

    (2)    at
      the
      time of incurrence, the Issuer will be entitled to divide and classify an item
      of Indebtedness in more than one of the types of Indebtedness described in
      Section 4.09(a) and 4.09(b) hereof.

     

    Accrual
      of interest, the accretion of accreted value and the payment of interest in
      the
      form of additional Indebtedness, Disqualified Stock or Preferred Stock shall
      not
      be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred
      Stock for purposes of this Section 4.09.

     

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

     

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

     

    Notwithstanding
      anything to the contrary, the Issuer shall not, and shall not permit any
      Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired
      Indebtedness) that is subordinated or junior in right of payment to any
      Indebtedness of the Issuer or such Guarantor, as the case may be, unless such
      Indebtedness is expressly subordinated in right of payment to the Notes or
      such
      Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness
      is subordinated to other Indebtedness of the Issuer or such Guarantor, as the
      case may be;
      provided
      that
      this sentence shall not apply to Indebtedness incurred under Section
      4.09(b)(1).

     

    For
      purposes of this Indenture, Indebtedness that is unsecured is not deemed to
      be
      subordinated or junior to Secured Indebtedness merely because it is unsecured,
      and Senior Indebtedness not deemed to be subordinated or junior to any other
      Senior Indebtedness merely because it has a junior priority with respect to
      the
      same collateral.

     

    
      	Section
              4.10  	
                Asset
                Sales.

            


    

     

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

     

    (1)    the
      Issuer or such Restricted Subsidiary, as the case may be, receives consideration
      at the time of such Asset Sale at least equal to the fair market value (as
      determined in good faith by the Issuer) of the assets sold or otherwise disposed
      of; and

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

    (2)    except
      in
      the case of a Permitted Asset Swap, at least 75% of the consideration therefor
      received by the Issuer or such Restricted Subsidiary, as the case may be, is
      in
      the form of cash or Cash Equivalents; provided
      that the
      amount of:

     

    (A)    any
      liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most
      recent balance sheet or in the footnotes thereto) of the Issuer or such
      Restricted Subsidiary, other than liabilities that are by their terms
      subordinated to the Notes, that are assumed by the transferee of any such assets
      and for which the Issuer and all of its Restricted Subsidiaries have been
      validly released by all creditors in writing,

     

    (B)    any
      securities received by the Issuer or such Restricted Subsidiary from such
      transferee that are converted by the Issuer or such Restricted Subsidiary into
      cash (to the extent of the cash received) within 180 days following the closing
      of such Asset Sale, and

     

    (C)    any
      Designated Non-cash Consideration received by the Issuer or such Restricted
      Subsidiary in such Asset Sale having an aggregate fair market value, taken
      together with all other Designated Non-cash Consideration received pursuant
      to
      this clause (C) that is at that time outstanding, not to exceed 5.0% of
      Total Assets at the time of the receipt of such Designated Non-cash
      Consideration, with the fair market value of each item of Designated Non-cash
      Consideration being measured at the time received and without giving effect
      to
      subsequent changes in value,

     

    shall
      be
      deemed to be cash for purposes of this provision and for no other
      purpose.

     

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

     

    (1)    to
      permanently reduce:

     

    (A)    Obligations
      under the Notes or any other Senior Indebtedness of the Issuer or any Guarantor
      (other than Obligations owed to the Issuer or a Restricted Subsidiary) and,
      in
      the case of Obligations under revolving credit facilities or other similar
      Indebtedness, to correspondingly permanently reduce commitments with respect
      thereto; provided
      that
      if
      the Issuer or any Restricted Subsidiary shall so reduce Obligations under any
      Senior Indebtedness that is not secured by a Lien, the Issuer or such Guarantor
      will, equally and ratably, reduce Obligations under the Notes by, at its option,
      (A) redeeming Notes, (B) making an offer (in accordance with the
      procedures set forth below for an Asset Sale Offer) to all Holders to purchase
      their Notes at 100% of the principal amount thereof, plus
      the
      amount of accrued and unpaid interest and Special Interest, if any, on the
      principal amount of Notes to be repurchased or (C) purchasing Notes through
      open market purchases (to the extent such purchases are at a price equal to
      or
      higher than 100% of the principal amount thereof) in a manner that complies
      with
      this Indenture and applicable securities law; or;

     

    (B)    Indebtedness
      of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness
      owed
      to the Issuer or another Restricted Subsidiary;

     

    (2)    to
      make
      (a) an Investment in any one or more businesses, provided
      that
      such Investment in any business is in the form of the acquisition of Capital
      Stock and results in the Issuer or another of its Restricted Subsidiaries,
      as
      the case may be, owning an amount of the Capital Stock of such 

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        
business
        such that it constitutes a Restricted Subsidiary, (b) capital expenditures
        or (c) acquisitions of other assets, in each of (a), (b) and (c), used
        or useful in a Similar Business; or

    

     

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

     

    provided
      that, in
      the case of clauses (2) and (3) above, a binding commitment shall be
      treated as a permitted application of the Net Proceeds from the date of such
      commitment so long as the Issuer, or such other Restricted Subsidiary enters
      into such commitment with the good faith expectation that such Net Proceeds
      will
      be applied to satisfy such commitment within 180 days of such commitment (an
      “Acceptable
      Commitment”)
      and,
      in the event any Acceptable Commitment is later cancelled or terminated for
      any
      reason before the Net Proceeds are applied in connection therewith, the Issuer
      or such Restricted Subsidiary enters into another Acceptable Commitment (a
      “Second
      Commitment”)
      within
      180 days of such cancellation or termination; provided,
      further,
      that if
      any Second Commitment is later cancelled or terminated for any reason before
      such Net Proceeds are applied, then such Net Proceeds shall constitute Excess
      Proceeds.

     

    (c)    Any
      Net
      Proceeds from Asset Sales that are not invested or applied as provided and
      within the time period set forth Section 4.10(b) shall be deemed to constitute
      “Excess
      Proceeds.”
When
      the aggregate amount of Excess Proceeds exceeds $75.0 million, the Issuer
      shall make an offer to all Holders of the Notes and, if required or permitted
      by
      the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness
      (an “Asset
      Sale Offer”),
      to
      purchase the maximum aggregate principal amount of the Notes and such Senior
      Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000
      in
      excess thereof that may be purchased out of the Excess Proceeds at an offer
      price in cash in an amount equal to 100% of the principal amount thereof, plus
      accrued and unpaid interest and Special Interest, if any, to the date fixed
      for
      the closing of such offer, in accordance with the procedures set forth in this
      Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess
      Proceeds within ten Business Days after the date that Excess Proceeds exceed
      $75.0 million by mailing the notice required pursuant to the terms of this
      Indenture, with a copy to the Trustee.

     

    To
      the
      extent that the aggregate amount of Notes and such Senior Indebtedness tendered
      pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer
      may
      use any remaining Excess Proceeds for general corporate purposes, subject to
      other covenants contained in this Indenture. If the aggregate principal amount
      of Notes or other such Senior Indebtedness surrendered by such holders thereof
      exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
      such other Senior Indebtedness, as determined by the Issuer, to be purchased
      on
      a pro
      rata
      basis
      based on the accreted value or principal amount of the Notes or such Senior
      Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount
      of Excess Proceeds, shall be reset at zero. Additionally, the Issuer may, at
      its
      option, make an Asset Sale Offer using proceeds from any Asset Sale at any
      time
      after consummation of such Asset Sale; provided
      that
      such Asset Sale Offer shall be in an aggregate amount of not less than
      $75.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds
      not required to be used to purchase Notes shall not be deemed Excess
      Proceeds.

     

    (d)    Pending
      the final application of any Net Proceeds pursuant to this Section 4.11, the
      holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce
      Indebtedness 

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        
outstanding
        under a revolving credit facility or otherwise invest such Net Proceeds in
        any
        manner not prohibited by this Indenture.

    

     

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

     

    
      	Section
              4.11  	
                Transactions
                with Affiliates.

            


    

     

    (a)    The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      make any payment to, or sell, lease, transfer or otherwise dispose of any of
      its
      properties or assets to, or purchase any property or assets from, or enter
      into
      or make or amend any transaction, contract, agreement, understanding, loan,
      advance or guarantee with, or for the benefit of, any Affiliate of the Issuer
      (each of the foregoing, an “Affiliate
      Transaction”)
      involving aggregate payments or consideration in excess of $15.0 million,
      unless:

     

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

     

          (2)    the
      Issuer delivers to the Trustee with respect to any Affiliate Transaction or
      series of related Affiliate Transactions involving aggregate payments or
      consideration in excess of $25.0 million, a resolution adopted by the
      majority of the board of directors of the Issuer approving such Affiliate
      Transaction and set forth in an Officer’s Certificate certifying that such
      Affiliate Transaction complies with clause (1) of this Section
      4.11(a).

     

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

     

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

     

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

     

              (3)    the
      payment of management, consulting, monitoring and advisory fees and related
      expenses to the Investors pursuant to the Sponsor 

        Management
      Agreement (plus any unpaid management, consulting, monitoring and advisory
      fees
      and related expenses within such amount accrued in any prior 

        year)
      and the
      termination fees pursuant to the Sponsor Management Agreement, in each case
      as
      in effect on the Issue Date, or any amendments thereto (so 

        long
      as any
      such amendment is not disadvantageous in the good faith judgment of the board
      of
      directors of the Issuer to the Holders when taken as a whole 

        compared
      to
      the Sponsor Management Agreement in effect on the Issue Date);

     

              (4)    the
      payment of reasonable and customary fees paid to, and indemnities provided
      for
      the benefit of, officers, directors, employees or 

        consultants
      of Issuer, any of its direct or indirect parent companies or any of its
      Restricted Subsidiaries;

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

       

                (5)    transactions
        in which the Issuer or any of its Restricted Subsidiaries, as the case may
        be,
        delivers to the Trustee a letter from an 

          Independent
        Financial Advisor stating that such transaction is fair to the Issuer or
        such
        Restricted Subsidiary from a financial point of view or stating that the
        

          terms
        are not
        materially less favorable to the Issuer or its relevant Restricted Subsidiary
        than those that would have been obtained in a comparable transaction


          by
        the Issuer
        or such Restricted Subsidiary with an unrelated Person on an arm’s-length
        basis;

    

     

              (6)    any
      agreement as in effect as of the Issue Date, or any amendment thereto (so long
      as any such amendment is not disadvantageous to the 

        Holders
      when
      taken as a whole as compared to the applicable agreement as in effect on the
      Issue Date in the reasonable determination of the Issuer);

     

              (7)    the
      existence of, or the performance by the Issuer or any of its Restricted
      Subsidiaries of its obligations under the terms of, any stockholders


        agreement
      (including any registration rights agreement or purchase agreement related
      thereto) to which it is a party as of the Issue Date and any similar


        agreements
      which it may enter into thereafter; provided,
      however,
      that
      the existence of, or the performance by the Issuer or any of its Restricted
      Subsidiaries of 

        obligations
      under any future amendment to any such existing agreement or under any similar
      agreement entered into after the Issue Date shall only be permitted


        by
      this
      clause (7) to the extent that the terms of any such amendment or new agreement
      are not otherwise disadvantageous to the Holders when taken as a 

        whole
      in the
      reasonable determination of the Issuer;

     

              (8)    the
      Transactions and the payment of all fees and expenses related to the
      Transactions, in each case as disclosed in the Offering Circular;

        

              (9)    transactions
      with customers, clients, suppliers, or purchasers or sellers of goods or
      services, in each case in the ordinary course of business 

        and
      otherwise
      in compliance with the terms of this Indenture which are fair to the Issuer
      and
      its Restricted Subsidiaries, in the reasonable determination of the


        board
      of
      directors of the Issuer or the senior management thereof, or are on terms at
      least as favorable as might reasonably have been obtained at such time


        from
      an
      unaffiliated party;

     

              (10)    the
      issuance of Equity Interests (other than Disqualified Stock) of the Issuer
      to
      any Permitted Holder or to any director, officer, employee 

        or
      consultant;

     

              (11)    sales
      of
      accounts receivable, or participations therein, in connection with the ABL
      Facility and any Receivables Facility;

     

              (12)    payments
      by the Issuer or any of its Restricted Subsidiaries to any of the Investors
      made
      for any financial advisory, financing, underwriting 

        or
      placement
      services or in respect of other investment banking activities, including,
      without limitation, in connection with acquisitions or divestitures, which
      

        payments
      are
      approved by a majority of the board of directors of the Issuer in good
      faith;

     

              (13)    payments
      or loans (or cancellation of loans) to employees or consultants of the Issuer,
      any of its direct or indirect parent companies or any 

        of
      its
      Restricted Subsidiaries and employment agreements, stock option plans and other
      similar arrangements with such employees or consultants which, in each


        case,
      are
      approved by the Issuer in good faith;

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

              (14)    investments
      by the Investors in securities of the Issuer or any of its Restricted
      Subsidiaries so long as (i) the investment is being offered 

        generally
      to
      other investors on the same or more favorable terms and (ii) the investment
      constitutes less than 5.0% of the proposed or outstanding issue amount


        of
      such class
      of securities;

     

              (15)    payments
      to or from, and transactions with, any joint ventures in the ordinary course
      of
      business; and

     

              (16)    payments
      by the Issuer (and any direct or indirect parent thereof) and its Subsidiaries
      pursuant to tax sharing agreements among the Issuer 

        (and
      any such
      parent) and its Subsidiaries on customary terms to the extent attributable
      to
      the ownership or operation of the Issuer and its Subsidiaries; provided

        that
      in each
      case the amount of such payments in any fiscal year does not exceed the amount
      that the Issuer, its Restricted Subsidiaries and its Unrestricted 

        Subsidiaries
      (to the extent of amounts received from Unrestricted Subsidiaries) would be
      required to pay in respect of foreign, federal, state and local taxes for


        such
      fiscal
      year were the Issuer and its Restricted Subsidiaries (to the extent described
      above) to pay such taxes separately from any such parent entity.

     

     

    
      	Section
              4.12  	
                
                Liens.

            


    

     

    The
      Issuer shall not, and shall not permit any Guarantor to, directly or indirectly,
      create, incur, assume or suffer to exist any Lien (except Permitted Liens)
      that
      secures obligations under any Indebtedness or any related Guarantee, on any
      asset or property of the Issuer or any Guarantor now owned or hereafter
      acquired, or any income or profits therefrom, or assign or convey any right
      to
      receive income therefrom, unless:

     

              (1)  in
      the
      case of Liens securing Subordinated Indebtedness, the Notes and related
      Guarantees are secured by a Lien on such property, assets or 

        proceeds
      that
      is senior in priority to such Liens; or

     

              (2)  in
      all
      other cases, the Notes or the Guarantees are equally and ratably secured or
      are
      secured by a Lien on such property, assets or proceeds 

        that
      is
      senior in priority to such Liens;

     

    except
      that the foregoing shall not apply to (a) Liens securing Indebtedness
      permitted to be incurred under Credit Facilities, including any letter of credit
      relating thereto, that was permitted by the terms of this Indenture to be
      incurred pursuant to clause (1) of Section 4.09(b) hereof and
      (b) Liens incurred to secure Obligations in respect of any Indebtedness
      permitted to be incurred pursuant to Section 4.09 hereof; provided
      that,
      with respect to Liens securing Obligations permitted under this
      subclause (b), at the time of incurrence and after giving pro forma
      effect
      thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25
      to 1.0. Any Lien which is granted to secure the Notes under this Section
      4.12 shall be discharged at the same time as the discharge of the Lien (other
      than through the exercise of remedies with respect thereto) that gave rise
      to
      the obligation to so secure the Notes.

     

    
      	Section
              4.13  	
                
                Corporate Existence.

            


    

    
    

     

    Subject
      to Article 5 hereof, the Issuer shall do or cause to be done all things
      necessary to preserve and keep in full force and effect (i) its corporate
      existence, and the corporate, partnership or other existence of each of its
      Restricted Subsidiaries, in accordance with the respective organizational
      documents (as the same may be amended from time to time) of the Issuer or any
      such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
      and franchises of the Issuer and its 

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        
Restricted
        Subsidiaries; provided
        that the
        Issuer shall not be required to preserve any such right, license or franchise,
        or the corporate, partnership or other existence of any of its Restricted
        Subsidiaries, if the Issuer in good faith shall determine that the preservation
        thereof is no longer desirable in the conduct of the business of the Issuer
        and
        its Restricted Subsidiaries, taken as a whole.

    

     

    
      	Section
              4.14  	
                
                Offer to Repurchase upon Change of
                Control

            


    

     

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

     

              (1)    that
      a
      Change of Control Offer is being made pursuant to this Section 4.14 and that
      all
      Notes properly tendered pursuant to such Change of 

        Control
      Offer
      will be accepted for payment by the Issuer;

     

              (2)    the
      purchase price and the purchase date, which will be no earlier than 30 days
      nor
      later than 60 days from the date such notice is mailed 

        (the
      “Change
      of Control Payment Date”);

     

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

     

              (4)    that
      unless the Issuer defaults in the payment of the Change of Control Payment,
      all
      Notes accepted for payment pursuant to the Change of 

        Control
      Offer
      will cease to accrue interest on the Change of Control Payment
      Date;

     

              (5)    that
      Holders electing to have any Notes purchased pursuant to a Change of Control
      Offer will be required to surrender such Notes, with the 

        form
      entitled
“Option of Holder to Elect Purchase” on the reverse of such Notes completed, to
      the paying agent specified in the notice at the address specified 

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

     

              (6)    that
      Holders shall be entitled to withdraw their tendered Notes and their election
      to
      require the Issuer to purchase such Notes, provided
      that


        the
      paying
      agent receives, not later than the close of business on the 30th day following
      the date of the Change of Control notice, a facsimile transmission or


        letter
      setting forth the name of the Holder of the Notes, the principal amount of
      Notes
      tendered for purchase, and a statement that such Holder is withdrawing


        its
      tendered
      Notes and its election to have such Notes purchased;

     

              (7)    that
      if
      the Issuer is redeeming less than all of the Notes, the Holders of the remaining
      Notes will be issued new Notes and such new Notes 

        will
      be equal
      in principal amount 

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

        to
      the
      unpurchased portion of the Notes surrendered. The unpurchased portion of the
      Notes must be equal to $2,000 or an 

        integral
      multiple of $1,000 in excess thereof; and

     

              (8)    the
      other
      instructions, as determined by the Issuer, consistent with this Section 4.14,
      that a Holder must follow.

     

    The
      notice, if mailed in a manner herein provided, shall be conclusively presumed
      to
      have been given, whether or not the Holder receives such notice. If (a) the
      notice is mailed in a manner herein provided and (b) any Holder fails to receive
      such notice or a Holder receives such notice but it is defective, such Holder’s
      failure to receive such notice or such defect shall not affect the validity
      of
      the proceedings for the purchase of the Notes as to all other Holders that
      properly received such notice without defect. The Issuer shall comply with
      the
      requirements of Rule 14e-1 under the Exchange Act and any other securities
      laws
      and regulations thereunder to the extent such laws or regulations are applicable
      in connection with the repurchase of Notes pursuant to a Change of Control
      Offer. To the extent that the provisions of any securities laws or regulations
      conflict with the provisions of this Indenture, the Issuer shall comply with
      the
      applicable securities laws and regulations and shall not be deemed to have
      breached its obligations under this Indenture by virtue thereof.

     

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

     

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

     

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

        tendered;
      and

     

              (3)    deliver,
      or cause to be delivered, to the Trustee for cancellation the Notes so accepted
      together with an Officer’s Certificate to the Trustee 

        stating
      that
      such Notes or portions thereof have been tendered to and purchased by the
      Issuer.

     

    (c)    The
      Paying Agent will promptly mail to each Holder the Change of Control Payment
      for
      such Notes, and the Trustee   
      will promptly authenticate
      and mail (or cause to be transferred by book entry) to each Holder a new Note
      equal in principal amount to any unpurchased portion of the Notes surrendered,
      if any; provided
      that
      each such new Note will be in a principal amount of $2,000 or an integral
      multiple of $1,000 in excess thereof.

     

    (d)    The
      Issuer shall not be required to make a Change of Control Offer following a
      Change of Control if a third party makes the Change of Control Offer in the
      manner, at the times and otherwise in compliance with the requirements set
      forth
      in this Section 4.14 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. Notwithstanding anything to the contrary herein, a Change of
      Control Offer may be made in advance of a Change of Control, conditional upon
      such Change of Control, if a definitive agreement is in place for the Change
      of
      Control at the time of making of the Change of Control Offer.

     

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

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    
      	Section
              4.15  	
                Limitation
                on
                Guarantees of Indebtedness by Restricted
                Subsidiaries.

            


    

     

    The
      Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted
      Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned
      Subsidiaries guarantee other capital markets debt securities of the Issuer
      or
      any Guarantor), other than a Guarantor, a Foreign Subsidiary or a Receivables
      Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any
      other Guarantor unless:

     

    (1)    such
      Restricted Subsidiary within 30 days executes and delivers a supplemental
      indenture to this Indenture, the form of which is attached as Exhibit
      D
      hereto,
      providing for a Guarantee by such Restricted Subsidiary, except that with
      respect to a guarantee of Indebtedness of the Issuer or any
      Guarantor:

     

              (a)    if
      the
      Notes or such Guarantor’s Guarantee are subordinated in right of payment to such
      Indebtedness, the Guarantee under the supplemental indenture shall be
      subordinated to such Restricted Subsidiary’s guarantee with respect to such
      Indebtedness substantially to the same extent as the Notes are subordinated
      to
      such Indebtedness; and

     

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

     

    (2)    such
      Restricted Subsidiary waives and shall not in any manner whatsoever claim or
      take the benefit or advantage of, any rights of reimbursement, indemnity or
      subrogation or any other rights against the Issuer or any other Restricted
      Subsidiary as a result of any payment by such Restricted Subsidiary under its
      Guarantee;

     

    provided
      that
      this Section 4.15 shall not be applicable to (i) any guarantee of any
      Restricted Subsidiary that existed at the time such Person became a Restricted
      Subsidiary and was not incurred in connection with, or in contemplation of,
      such
      Person becoming a Restricted Subsidiary and (ii) guarantees of the
      Receivables Facility by any Receivables Subsidiary.

     

    ARTICLE
      5  

     

    SUCCESSORS

     

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

            


    

     

    (a)    The
      Issuer shall
      not
      consolidate or merge with or into or wind up into (whether or not the Issuer
      is
      the surviving corporation), or sell, assign, transfer, lease, convey or
      otherwise dispose of all or substantially all of its properties or assets,
      in
      one or more related transactions, to any Person unless:

     

             
(1)  either:
      (x) the Issuer is the surviving corporation; or (y) the Person formed by or
      surviving any such consolidation or merger (if other than the Issuer) or to
      which such sale, assignment, transfer, lease, conveyance or other disposition
      will have been made is a corporation organized or existing under the laws of
      the
      jurisdiction of organization of the Issuer or the laws of 

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

    the
      United States, any state thereof, the District of Columbia, or any territory
      thereof (such Person, as the case may be, being herein called the “Successor
      

    Company”);

     

              (2)  the
      Successor Company, if other than the Issuer, expressly assumes all the
      obligations of the Issuer under the Notes and this Indenture pursuant to
      supplemental indentures or other documents or instruments in form reasonably
      satisfactory to the Trustee;

     

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

     

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

     

    (A)    the
      Successor Company would be permitted to incur at least $1.00 of additional
      Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
      Section 4.09(a) hereof, or

     

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

     

    (5)    each
      Guarantor, unless it is the other party to the transactions described above,
      in
      which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental
      indenture confirmed that its Guarantee shall apply to such Person’s obligations
      under this Indenture, the Notes and the Registration Rights Agreement;
      and

     

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

     

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

     

    (1)    any
      Restricted Subsidiary may consolidate with or merge into or transfer all or
      part
      of its properties and assets to the Issuer, and

     

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

     

    (c)    Subject
      to certain limitations described in this Indenture governing release of a
      Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor
      shall, and the Issuer shall not permit any Guarantor to, consolidate or merge
      with or into or wind up into (whether or not the Issuer or Guarantor is the
      surviving corporation), or sell, assign, transfer, lease, convey or otherwise
      dispose of all or substantially all of its properties or assets, in one or
      more
      related transactions, to any Person unless:

     

    (1)    (A) such
      Guarantor is the surviving corporation or the Person formed by or surviving
      any
      such consolidation or merger (if other than such Guarantor) or to which such
      sale, 

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        
assignment,
        transfer, lease, conveyance or other disposition will have been made is a
        corporation, partnership, limited partnership, limited liability corporation
        or
        trust organized or existing under the laws of the jurisdiction of organization
        of such Guarantor, as the case may be, or the laws of the United States,
        any
        state thereof, the District of Columbia, or any territory thereof (such
        Guarantor or such Person, as the case may be, being herein called the
“Successor
        Person”);

    

     

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

     

    (C)    immediately
      after such transaction, no Default exists; and

     

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

     

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

     

    (d)    Subject
      to certain limitations described in this Indenture, the Successor Person shall
      succeed to, and be substituted for, such Guarantor under this Indenture and
      such
      Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may
      (i) merge into or transfer all or part of its properties and assets to
      another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer
      solely for the purpose of reincorporating the Guarantor in the United States,
      any state thereof, the District of Columbia or any territory thereof or (iii)
      convert into a corporation, partnership, limited partnership, limited liability
      corporation or trust organized or existing under the laws of the jurisdiction
      of
      organization of such Guarantor.

     

    (e)    Notwithstanding
      anything to the contrary, the mergers contemplated by the Transaction Agreement
      shall be permitted without compliance with this Section 5.01.

     

    
      	Section
              5.02  	
                Successor
                Corporation Substituted.

            


    

     

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

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

    ARTICLE
      6  


     

    DEFAULTS
      AND REMEDIES

     

    
      	Section
              6.01  	
                
                Events of Default.

            


    

     

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

     

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

     

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

     

              (3)  failure
      by the Issuer or any Guarantor for 60 days after receipt of written notice
      given
      by the Trustee or the Holders of not less 30% in principal amount of the Notes
      then outstanding under this Indenture to comply with any of its obligations,
      covenants or agreements (other than a default referred to in clauses (1)
      and (2) above) contained in this Indenture or the Notes;

     

              (4)  default
      under any mortgage, indenture or instrument under which there is issued or
      by
      which there is secured or evidenced any Indebtedness for money borrowed by
      the
      Issuer or any of its Restricted Subsidiaries or the payment of which is
      guaranteed by the Issuer or any of its Restricted Subsidiaries, other than
      Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such
      Indebtedness or guarantee now exists or is created after the issuance of the
      Notes, if both:

     

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

     

    (b)    the
      principal amount of such Indebtedness, together with the principal amount of
      any
      other such Indebtedness in default for failure to pay principal at stated final
      maturity (after giving effect to any applicable grace periods), or the maturity
      of which has been so accelerated, aggregate $50.0 million or more at any one
      time outstanding;

     

              (5)  failure
      by the Issuer or any Significant Subsidiary (or group of Subsidiaries that
      together would constitute a Significant Subsidiary) to pay final judgments
      aggregating in excess of $50.0 million, which final judgments remain
      unpaid, undischarged and unstayed for a period of more than 60 days after such
      judgment becomes final, and in the event such judgment is covered by insurance,
      an enforcement proceeding has been commenced by any creditor upon such judgment
      or decree which is not promptly stayed;

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

       

                (6)  the
        Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary
        or
        any group of Restricted Subsidiaries that, taken together, would 

            constitute
        a Significant
        Subsidiary, pursuant to or within the meaning of any Bankruptcy
        Law:

    

     

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

     

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

     

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

     

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

     

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

     

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

     

        (i)    is
      for relief
      against the Issuer or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together, would
      constitute a Significant Subsidiary, in a proceeding in which the Issuer or
      any
      such Restricted Subsidiaries,
      that is
      a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
      together, would constitute a Significant Subsidiary, is to be adjudicated
      bankrupt or insolvent;

     

        (ii)    appoints
      a
      receiver, liquidator, assignee, trustee, sequestrator or other similar official
      of the Issuer or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together, would
      constitute a Significant Subsidiary, or for all or substantially all of the
      property of the Issuer or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries that, taken
      together, would constitute a Significant Subsidiary; or

     

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

     

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

     

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

     

    (b)  In
      the
      event of any Event of Default specified in clause (4) of Section 6.01(a) hereof,
      such Event of Default and all consequences thereof (excluding any resulting
      payment default, 

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        
other
        than as a result of acceleration of the Notes) shall be annulled, waived
        and
        rescinded, automatically and without any action by the Trustee or the Holders,
        if within 20 days after such Event of Default arose:

    

     

    (1)  the
      Indebtedness or guarantee that is the basis for such Event of Default has been
      discharged; or

     

    (2)  the
      holders thereof have rescinded or waived the acceleration, notice or action
      (as
      the case may be) giving rise to such Event of Default; or

     

    (3)  the
      default that is the basis for such Event of Default has been cured.

     

    
      	Section
              6.02  	
                
                Acceleration.

            


    

     

    (a)  If
      any
      Event of Default (other than an Event of Default specified in clause (6) or
      (7)
      of Section 6.01(a) hereof) occurs and is continuing under this Indenture,
      the Trustee or the Holders of at least 30% in principal amount of the then
      outstanding Notes under this Indenture may declare the principal, premium,
      if
      any, interest and any other monetary obligations on all the then outstanding
      Notes to be due and payable immediately. Upon the effectiveness of such
      declaration, such principal and interest shall be due and payable immediately.
      The Trustee shall have no obligation to accelerate the Notes if and so long
      as a
      committee of its Responsible Officers in good faith determines acceleration
      is
      not in the best interest of the Holders of the Notes.

     

    (b)  Notwithstanding
      the foregoing, in the case of an Event of Default arising under clause (6)
      or
      (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable
      immediately without further action or notice.

     

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

     

    
      	Section
              6.03  	
                
                Other Remedies.

            


    

     

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

     

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

     

    
      	Section
              6.04  	
                
                Waiver of Past Defaults.

            


    

     

    Holders
      of not less than a majority in aggregate principal amount of the then
      outstanding Notes by notice to the Trustee may on behalf of the Holders of
      all
      of the Notes waive any existing Default and its consequences hereunder, except
      a
      continuing Default in the payment of the principal of, premium, if any, Special
      Interest, if any, or interest on, any Note held by a non-consenting Holder
      (including in 

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        
connection
        with an Asset Sale Offer or a Change of Control Offer); provided,
        subject
        to Section 6.02 hereof, that the Holders of a majority in aggregate principal
        amount of the then outstanding Notes may rescind an acceleration and its
        consequences, including any related payment default that resulted from such
        acceleration. Upon any such waiver, such Default shall cease to exist, and
        any
        Event of Default arising therefrom shall be deemed to have been cured for
        every
        purpose of this Indenture; but no such waiver shall extend to any subsequent
        or
        other Default or impair any right consequent thereon.

    

     

    
      	Section
              6.05  	
                
                Control by Majority.

            


    

     

    Holders
      of a majority in principal amount of the then total outstanding Notes may direct
      the time, method and place of conducting any proceeding for any remedy available
      to the Trustee or of exercising any trust or power conferred on the Trustee.
      The
      Trustee, however, may refuse to follow any direction that conflicts with law
      or
      this Indenture or that the Trustee determines is unduly prejudicial to the
      rights of any other Holder of a Note or that would involve the Trustee in
      personal liability.

     

    
      	Section
              6.06  	
                
                Limitation on Suits.

            


    

     

    Subject
      to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect
      to this Indenture or the Notes:

     

    (1)  such
      Holder has previously given the Trustee notice that an Event of Default is
      continuing;

     

    (2)  Holders
      of at least 30% in principal amount of the total outstanding Notes have
      requested the Trustee to pursue the remedy;

     

    (3)  Holders
      of the Notes have offered the Trustee reasonable security or indemnity against
      any loss, liability or expense;

     

    (4)  the
      Trustee has not complied with such request within 60 days after the receipt
      thereof and the offer of security or indemnity; and

     

    (5)  Holders
      of a majority in principal amount of the total outstanding Notes have not given
      the Trustee a direction inconsistent with such request within such 60-day
      period.

     

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

     

    
      	Section
              6.07  	
                
                Rights of Holders of Notes to Receive
                Payment.

            


    

     

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

     

    
      	Section
              6.08  	
                
                Collection Suit by Trustee.

            


    

     

    If
      an
      Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is
      continuing, the Trustee is authorized to recover judgment in its own name and
      as
      trustee of an express 

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        
trust
        against the Issuer for the whole amount of principal of, premium, if any,
        and
        Special Interest, if any, and interest remaining unpaid on the Notes and
        interest on overdue principal and, to the extent lawful, interest and such
        further amount as shall be sufficient to cover the costs and expenses of
        collection, including the reasonable compensation, expenses, disbursements
        and
        advances of the Trustee, its agents and counsel.

    

     

    
      	Section
              6.09  	
                
                Restoration of Rights and
                Remedies.

            


    

     

    If
      the
      Trustee or any Holder has instituted any proceeding to enforce any right or
      remedy under this Indenture and such proceeding has been discontinued or
      abandoned for any reason, or has been determined adversely to the Trustee or
      to
      such Holder, then and in every such case, subject to any determination in such
      proceedings, the Issuer, the Trustee and the Holders shall be restored severally
      and respectively to their former positions hereunder and thereafter all rights
      and remedies of the Trustee and the Holders shall continue as though no such
      proceeding has been instituted.

     

    
      	Section
              6.10  	
                
                Rights and Remedies
                Cumulative.

            


    

     

    Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy
      herein conferred upon or reserved to the Trustee or to the Holders is intended
      to be exclusive of any other right or remedy, and every right and remedy shall,
      to the extent permitted by law, be cumulative and in addition to every other
      right and remedy given hereunder or now or hereafter existing at law or in
      equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.

     

    
      	Section
              6.11  	
                
                Delay or Omission Not
                Waiver.

            


    

     

    No
      delay
      or omission of the Trustee or of any Holder of any Note to exercise any right
      or
      remedy accruing upon any Event of Default shall impair any such right or remedy
      or constitute a waiver of any such Event of Default or an acquiescence therein.
      Every right and remedy given by this Article or by law to the Trustee or to
      the
      Holders may be exercised from time to time, and as often as may be deemed
      expedient, by the Trustee or by the Holders, as the case may be.

     

    
      	Section
              6.12  	
                
                Trustee May File Proofs of
                Claim.

            


    

     

    The
      Trustee is authorized to file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and counsel) and the Holders of the
      Notes allowed in any judicial proceedings relative to the Issuer (or any other
      obligor upon the Notes including the Guarantors), its creditors or its property
      and shall be entitled and empowered to participate as a member in any official
      committee of creditors appointed in such matter and to collect, receive and
      distribute any money or other property payable or deliverable on any such claims
      and any custodian in any such judicial proceeding is hereby authorized by each
      Holder to make such payments to the Trustee, and in the event that the Trustee
      shall consent to the making of such payments directly to the Holders, to pay
      to
      the Trustee any amount due to it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any
      other
      amounts due the Trustee under Section 7.07 hereof. To the extent that the
      payment of any such compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 7.07 hereof out of the estate in any such proceeding, shall be denied
      for any reason, payment of the same shall be secured by a Lien on, and shall
      be
      paid out of, any and all 

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        
distributions,
        dividends, money, securities and other properties that the Holders may be
        entitled to receive in such proceeding whether in liquidation or under any
        plan
        of reorganization or arrangement or otherwise. Nothing herein contained shall
        be
        deemed to authorize the Trustee to authorize or consent to or accept or adopt
        on
        behalf of any Holder any plan of reorganization, arrangement, adjustment
        or
        composition affecting the Notes or the rights of any Holder, or to authorize
        the
        Trustee to vote in respect of the claim of any Holder in any such
        proceeding.

    

     

    
      	Section
              6.13  	
                
                Priorities.

            


    

     

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

     

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

     

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

     

    (iii)  to
      the
      Issuer or to such party as a court of competent jurisdiction shall direct
      including a Guarantor, if applicable.

     

    The
      Trustee may fix a record date and payment date for any payment to Holders of
      Notes pursuant to this Section 6.13.

     

    
      	Section
              6.14  	
              Undertaking
                for Costs.

            


    

     

    In
      any
      suit for the enforcement of any right or remedy under this Indenture or in
      any
      suit against the Trustee for any action taken or omitted by it as a Trustee,
      a
      court in its discretion may require the filing by any party litigant in the
      suit
      of an undertaking to pay the costs of the suit, and the court in its discretion
      may assess reasonable costs, including reasonable attorneys’ fees, against any
      party litigant in the suit, having due regard to the merits and good faith
      of
      the claims or defenses made by the party litigant. This Section 6.14 does not
      apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section
      6.07 hereof, or a suit by Holders of more than 10% in principal amount of the
      then outstanding Notes.

     

    ARTICLE
      7


     

    TRUSTEE

     

    
      	Section
              7.01  	
                
                Duties of Trustee.

            


    

     

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

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

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

     

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

     

    (ii)  in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture. However, in the case of any such certificates
      or
      opinions which by any provision hereof are specifically required to be furnished
      to the Trustee, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

     

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

     

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

     

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

     

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

     

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

     

    (e)  The
      Trustee shall be under no obligation to exercise any of its rights or powers
      under this Indenture at the request or direction of any of the Holders of the
      Notes unless the Holders have offered to the Trustee reasonable indemnity or
      security 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.

     

    
      	Section
              7.02  	
                
                Rights of Trustee.

            


    

     

    (a)  The
      Trustee may conclusively rely upon any document believed by it to be genuine
      and
      to have been signed or presented by the proper Person. The Trustee need not
      investigate any fact or matter stated in the document, but the Trustee, in
      its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Issuer, personally or by agent or attorney at the
      sole cost of the Issuer and shall incur no liability or additional liability
      of
      any kind by reason of such inquiry or investigation.

     

    (b)  Before
      the Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on such
      Officer’s Certificate or Opinion of Counsel. The Trustee 

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        
may
        consult with counsel of its selection and the written advice of such counsel
        or
        any Opinion of Counsel shall be full and complete authorization and protection
        from liability in respect of any action taken, suffered or omitted by it
        hereunder in good faith and in reliance thereon.

    

     

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

     

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

     

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

     

    (f)  None
      of
      the provisions of this Indenture shall require the Trustee to expend or risk
      its
      own funds or otherwise to incur any liability, financial or otherwise, in the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers if it shall have reasonable grounds for believing that
      repayment of such funds or indemnity satisfactory to it against such risk or
      liability is not assured to it.

     

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

     

    (h)  In
      no
      event shall the Trustee be responsible or liable for special, indirect, or
      consequential loss or damage of any kind whatsoever (including, but not limited
      to, loss of profit) irrespective of whether the Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action.

     

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

     

    (j)  In
      the
      event the Issuer is required to pay Special Interest, the Issuer will provide
      written notice to the Trustee of the Issuer’s obligation to pay Special Interest
      no later than 15 days prior to the next Interest Payment Date, which notice
      shall set forth the amount of the Special Interest to be paid by the Issuer.
      The
      Trustee shall not at any time be under any duty or responsibility to any Holders
      to determine whether the Special Interest is payable and the amount
      thereof.

     

    
      	Section
              7.03  	
                
                Individual Rights of
                Trustee.

            


    

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may otherwise deal with the 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 it must eliminate such
      conflict within 90 days, apply to the SEC for permission to continue as trustee
      or resign. Any Agent may do the same with like rights and duties. The Trustee
      is
      also subject to Sections 7.10 and 7.11 hereof.

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

    
      	Section
              7.04  	
                
                Trustee’s Disclaimer.

            


    

     

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

     

    
      	Section
              7.05  	
                
                Notice of Defaults.

            


    

     

    If
      a
      Default occurs and is continuing and if it is known to the Trustee, the Trustee
      shall mail to Holders of Notes a notice of the Default within 90 days after
      it
      occurs. Except in the case of a Default relating to the payment of principal,
      premium, if any, or interest on any Note, the Trustee may withhold from the
      Holders notice of any continuing Default if and so long as a committee of its
      Responsible Officers in good faith determines that withholding the notice is
      in
      the interests of the Holders of the Notes. The Trustee shall not be deemed
      to
      know of any Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is such a Default
      is received by the Trustee at the Corporate Trust Office of the
      Trustee.

     

    
      	Section
              7.06  	
                
                Reports by Trustee to Holders of the
                Notes.

            


    

     

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

     

    A
      copy of
      each report at the time of its mailing to the Holders of Notes shall be mailed
      to the Issuer and filed with the SEC and each stock exchange on which the Notes
      are listed in accordance with Trust Indenture Act Section 313(d). The Issuer
      shall promptly notify the Trustee when the Notes are listed on any stock
      exchange.

     

    
      	Section
              7.07  	
                
                Compensation and Indemnity.

            


    

     

    The
      Issuer and the Guarantors, jointly and severally, shall pay to the Trustee
      from
      time to time such compensation for its acceptance of this Indenture and services
      hereunder as the parties shall agree in writing 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 and the Guarantors, jointly and severally, shall
      reimburse the Trustee promptly upon request for all reasonable disbursements,
      advances and expenses incurred or made by it in addition to the compensation
      for
      its services. Such expenses shall include the reasonable compensation,
      disbursements and expenses of the Trustee’s agents and counsel.

     

    The
      Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee
      for, and hold the Trustee harmless against, any and all loss, damage, claims,
      liability or expense (including attorneys’ fees) incurred by it in connection
      with the acceptance or administration of this trust and the performance of
      its
      duties hereunder (including the costs and expenses of enforcing this Indenture
      against 

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        
the
        Issuer or any of the Guarantors (including this Section 7.07) or defending
        itself against any claim whether asserted by any Holder, the Issuer or any
        Guarantor, or liability in connective with the acceptance, exercise or
        performance of any of its powers or duties hereunder). 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 Issuer shall defend the claim and the Trustee may have separate
        counsel and the Issuer shall pay the fees and expenses of such counsel. The
        Issuer need not reimburse any expense or indemnify against any loss, liability
        or expense incurred by the Trustee through the Trustee’s own willful misconduct,
        negligence or bad faith.

    

     

    The
      obligations of the Issuer under this Section 7.07 shall survive the satisfaction
      and discharge of this Indenture or the earlier resignation or removal of the
      Trustee.

     

    Notwithstanding
      anything contrary in Section 4.12 hereto, to secure the payment obligations
      of
      the Issuer and the Guarantors in this Section 7.07, the Trustee shall have
      a
      Lien prior to the Notes on all money or property held or collected by the
      Trustee, except that held in trust to pay principal and interest on particular
      Notes. Such Lien shall survive the satisfaction and discharge of this Indenture
      or the earlier resignation or removal of the Trustee.

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation
      for the services (including the fees and expenses of its agents and counsel)
      are
      intended to constitute expenses of administration under any Bankruptcy
      Law.

     

    The
      Trustee shall comply with the provisions of Trust Indenture Act Section
      313(b)(2) to the extent applicable.

     

    
      	Section
              7.08  	
                
                Replacement of Trustee.

            


    

     

    A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section 7.08. The Trustee may resign in writing
      at any time and be discharged from the trust hereby created by so notifying
      the
      Issuer. 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.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      	Section
              7.09  	
                
                Successor Trustee by Merger,
                etc.

            


    

     

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

     

    
      	Section
              7.10  	
                
                Eligibility;
                Disqualification.

            


    

     

    There
      shall at all times be a Trustee hereunder that is a corporation organized and
      doing business under the laws of the United States of America or of any state
      thereof that is authorized under such laws to exercise corporate trustee power,
      that is subject to supervision or examination by federal or state authorities
      and that has a combined capital and surplus of at least $50,000,000 as set
      forth
      in its most recent published annual report of condition.

     

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

     

    
      	Section
              7.11  	
                
                Preferential Collection of Claims Against
                Issuer.

            


    

     

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

     

    ARTICLE
      8  


     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

     

    
      	Section
              8.01  	
                
                Option to Effect Legal Defeasance or Covenant
                Defeasance.

            


    

     

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

     

    
      
        
        

      

      
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      	Section
              8.02  	
                
                Legal Defeasance and
                Discharge.

            


    

     

    Upon
      the
      Issuer’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction
      of the conditions set forth in Section 8.04 hereof, be deemed to have been
      discharged from their obligations with respect to all outstanding Notes and
      Guarantees on the date the conditions set forth below are satisfied
      (“Legal
      Defeasance”).
      For
      this purpose, Legal Defeasance means that the Issuer shall be deemed to have
      paid and discharged the entire Indebtedness represented by the outstanding
      Notes, which shall thereafter be deemed to be “outstanding” only for the
      purposes of Section 8.05 hereof and the other Sections of this Indenture
      referred to in (a) and (b) below, and to have satisfied all its other
      obligations under such Notes and this Indenture including that of the Guarantors
      (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 Notes issued under this Indenture to receive payments
      in
      respect of the principal of, premium, if any, and interest on the Notes when
      such payments are due solely out of the trust created pursuant to this Indenture
      referred to in Section 8.04 hereof;

     

    (b)  the
      Issuer’s obligations with respect to Notes concerning issuing temporary notes,
      registration of such Notes, mutilated, destroyed, lost or stolen Notes and
      the
      maintenance of an office or agency for payment and money for security payments
      held in trust;

     

    (c)  the
      rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
      obligations in connection therewith; and

     

    (d)  this
      Section 8.02.

     

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

     

    
      	Section
              8.03  	
                
                Covenant Defeasance.

            


    

     

    Upon
      the
      Issuer’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction
      of the conditions set forth in Section 8.04 hereof, be released from their
      obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07,
      4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and
      (5)
      of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the
      outstanding Notes on and after the date the conditions set forth in Section
      8.04
      hereof are satisfied (“Covenant
      Defeasance”),
      and
      the Notes shall thereafter be deemed not “outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Notes shall not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to
      the
      outstanding Notes, the Issuer may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in any
      such
      covenant, whether directly or indirectly, by reason of any reference elsewhere
      herein to any such covenant or by reason of any reference in any such covenant
      to any other provision herein or in any other document and such omission to
      comply shall not constitute a Default or an Event of Default under Section
      6.01
      hereof, but, except as specified above, the remainder of this Indenture and
      such
      Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under
      Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
      subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
      Sections 6.01(3), 6.01(4), 6.01(5), 

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        
6.01(6)
        (solely with respect to Restricted Subsidiaries that are Significant
        Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that
        are
        Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events
        of
        Default.

    

     

    
      	Section
              8.04  	
                
                Conditions to Legal or Covenant
                Defeasance.

            


    

     

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

     

    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance with respect to
      the
      Notes:

     

              (1)  the
      Issuer must irrevocably deposit with the Trustee, in trust, for the benefit
      of
      the Holders of the Notes, cash in U.S. dollars, Government Securities, or a
      combination thereof, in such amounts as will be sufficient, in the opinion
      of a
      nationally recognized firm of independent public accountants, to pay the
      principal of, premium, if any, and interest due on the Notes issued under this
      Indenture on the stated maturity date or on the redemption date, as the case
      may
      be, of such principal, premium, if any, or interest on such Notes and the Issuer
      must specify whether such Notes are being defeased to maturity or to a
      particular redemption date;

     

              (2)  in
      the
      case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
      Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject
      to customary assumptions and exclusions,

     

    (a)    the
      Issuer has received from, or there has been published by, the United States
      Internal Revenue Service a ruling, or

     

    (b)    since
      the
      original issuance of the Notes, there has been a change in the applicable U.S.
      federal income tax law,

     

    in
      either
      case to the effect that, and based thereon such Opinion of Counsel shall confirm
      that, subject to customary assumptions and exclusions, the Holders of the Notes
      will not recognize income, gain or loss for U.S. federal income tax purposes,
      as
      applicable, as a result of such Legal Defeasance and will be subject to U.S.
      federal income tax on the same amounts, in the same manner and at the same
      times
      as would have been the case if such Legal Defeasance had not
      occurred;

     

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

     

              (4)  no
      Default (other than that resulting from borrowing funds to be applied to make
      such deposit and any similar and simultaneous deposit relating to other
      Indebtedness and, in each case, the granting of Liens in connection therewith)
      shall have occurred and be continuing on the date of such deposit;

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

              (5)  such
      Legal Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute a default under the Senior Credit Facilities the
      Senior Subordinated Indenture, the Senior Subordinated Notes or any other
      material agreement or instrument (other than this Indenture) to which the Issuer
      or any Guarantor is a party or by which the Issuer or any Guarantor is bound
      (other than that resulting from borrowing funds to be applied to make the
      deposit required to effect such Legal Defeasance or Covenant Defeasance and
      any
      similar and simultaneous deposit relating to other Indebtedness and, in each
      case, the granting of Liens in connection therewith);

     

              (6)  the
      Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
      that, as of the date of such opinion and subject to customary 

       assumptions
      and
      exclusions following the deposit, the trust funds will not be subject to the
      effect of Section 547 of Title 11 of the United States Code;

     

              (7)  the
      Issuer shall have delivered to the Trustee an Officer’s Certificate stating that
      the deposit was not made by the Issuer with the intent of 

       defeating,
      hindering, delaying or defrauding any creditors of the Issuer or any Guarantor
      or others; and

     

              (8)  the
      Issuer shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel (which Opinion of Counsel may be subject to 

        customary
      assumptions and exclusions) each stating that all conditions precedent provided
      for or relating to the Legal Defeasance or the Covenant Defeasance,


        as
      the case
      may be, have been complied with.

     

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

            


    

     

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

     

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

     

    
      
        
        

      

      
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      	Section
              8.06  	
                
                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 and Special Interest, if
      any,
      or interest on any Note and remaining unclaimed for two years after such
      principal, and premium and Special Interest, if any, or interest has become
      due
      and payable shall be paid to the Issuer on its request or (if then held by
      the
      Issuer) shall be discharged from such trust; and the Holder of such Note shall
      thereafter 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.

     

    
      	Section
              8.07  	
                
                Reinstatement.

            


    

     

    If
      the
      Trustee or Paying Agent is unable to apply any United States dollars or
      Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
      case may be, by reason of any order or judgment of any court or governmental
      authority enjoining, restraining or otherwise prohibiting such application,
      then
      the Issuer’s obligations under this Indenture and the Notes shall be revived and
      reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
      hereof until such time as the Trustee or Paying Agent is permitted to apply
      all
      such money in accordance with Section 8.02 or 8.03 hereof, as the case may
      be;
provided
      that, if
      the Issuer makes any payment of principal of, premium and Special Interest,
      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
      9 


     

    AMENDMENT,
      SUPPLEMENT AND WAIVER

     

    
      	Section
              9.01  	
                
                Without Consent of Holders of
                Notes.

            


    

     

    Notwithstanding
      Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee
      or
      this Indenture) and the Trustee may amend or supplement this Indenture, any
      Guarantee or Notes without the consent of any Holder:

     

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

     

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

     

    (3)  to
      comply
      with Section 5.01 hereof;

     

    (4)  to
      provide for the assumption of the Issuer’s or any Guarantor’s obligations to the
      Holders;

     

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

     

    (6)  to
      add
      covenants for the benefit of the Holders or to surrender any right or power
      conferred upon the Issuer or any Guarantor;

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

    (7)  to
      comply
      with requirements of the SEC in order to effect or maintain the qualification
      of
      this Indenture under the Trust Indenture Act;

     

    (8)  to
      evidence and provide for the acceptance and appointment under this Indenture
      of
      a successor Trustee thereunder pursuant to the requirements
      thereof;

     

    (9)  to
      provide for the issuance of Exchange Notes or private exchange notes, which
      are
      identical to Exchange Notes except that they are not freely
      transferable;

     

    (10)  to
      add a
      Guarantor under this Indenture;

     

    (11)  to
      conform the text of this Indenture, Guarantees or the Notes to any provision
      of
      the “Description of Senior Notes” section of the Offering Circular to the extent
      that such provision in such “Description of Senior Notes” section was intended
      to be a verbatim recitation of a provision of this Indenture, Guarantee or
      Notes; and

     

    (12)  to
      make
      any amendment to the provisions of this Indenture relating to the transfer
      and
      legending of Notes as permitted by this Indenture, including, without limitation
      to facilitate the issuance and administration of the Notes; provided,
      however,
      that
      (i) compliance with this Indenture as so amended would not result in Notes
      being
      transferred in violation of the Securities Act or any applicable securities
      law
      and (ii) such amendment does not materially and adversely affect the rights
      of
      Holders to transfer Notes;

     

    Upon
      the
      request of the Issuer accompanied by a resolution of its board of directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon receipt by the Trustee of the documents described in Section 7.02 hereof,
      the Trustee shall join with the Issuer and the Guarantors in the execution
      of
      any amended or supplemental indenture authorized or permitted by the terms
      of
      this Indenture and to make any further appropriate agreements and stipulations
      that may be therein contained, but the Trustee shall not be obligated to enter
      into such amended or supplemental indenture that affects its own rights, duties
      or immunities under this Indenture or otherwise. Notwithstanding the foregoing,
      no Opinion of Counsel shall be required in connection with the addition of
      a
      Guarantor under this Indenture upon execution and delivery by such Guarantor
      and
      the Trustee of a supplemental indenture to this Indenture, the form of which
      is
      attached as Exhibit
      D
      hereto,
      and delivery of an Officer’s Certificate.

     

    
      	Section
              9.02  	
                
                With Consent of Holders of
                Notes.

            


    

     

    Except
      as
      provided below in this Section 9.02, the Issuer and the Trustee may amend or
      supplement this Indenture, the Notes and the Guarantees with the consent of
      the
      Holders of at least a majority in principal amount of the Notes (including
      Additional Notes, if any) then outstanding voting as a single class (including,
      without limitation, consents obtained in connection with a tender offer or
      exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
      and 6.07 hereof, any existing Default or Event of Default (other than a Default
      or Event of Default in the payment of the principal of, premium and Special
      Interest, if any, or interest on the Notes, except a payment default resulting
      from an acceleration that has been rescinded) or compliance with any provision
      of this Indenture, the Guarantees or the Notes may be waived with the consent
      of
      the Holders of a majority in principal amount of the then outstanding Notes
      (including Additional Notes, if any) voting as a single class (including
      consents obtained in connection with a tender offer or exchange offer for,
      or
      purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall
      determine which Notes are considered to be “outstanding” for the purposes of
      this Section 9.02.

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

    Upon
      the
      request of the Issuer accompanied by a resolution of its board of directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon the filing with the Trustee of evidence satisfactory to the Trustee of
      the
      consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
      of
      the documents described in Sections 7.02 and 12.04 hereof, the Trustee
      shall join with the Issuer in the execution of such amended or supplemental
      indenture unless such amended or supplemental indenture directly affects the
      Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
      which case the Trustee may in its discretion, but shall not be obligated to,
      enter into such amended or supplemental indenture.

     

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

     

    After
      an
      amendment, supplement or waiver under this Section 9.02 becomes effective,
      the
      Issuer shall mail to the Holders of Notes affected thereby a notice briefly
      describing the amendment, supplement or waiver. Any failure of the Issuer to
      mail such notice, or any defect therein, shall not, however, in any way impair
      or affect the validity of any such amended or supplemental indenture or
      waiver.

     

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

     

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

     

    (2)  reduce
      the principal of or change the fixed final maturity of any such Note or alter
      or
      waive the provisions with respect to the redemption of such Notes (other than
      provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to
      the
      extent that any such amendment or waiver does not have the effect of reducing
      the principal of or changing the fixed final maturity of any such Note or
      altering or waiving the provisions with respect to the redemption of such
      Notes);

     

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

     

    (4)  waive
      a
      Default in the payment of principal of or premium, if any, or interest on the
      Notes, except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount of the Notes and a waiver of
      the
      payment default that resulted from such acceleration, or in respect of a
      covenant or provision contained in this Indenture or any Guarantee which cannot
      be amended or modified without the consent of all Holders;

     

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

     

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

     

    (7)  make
      any
      change in these amendment and waiver provisions;

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

    (8)  impair
      the right of any Holder to receive payment of principal of, or interest on
      such
      Holder’s Notes on or after the due dates therefor or to institute suit for the
      enforcement of any payment on or with respect to such Holder’s
      Notes;

     

    (9)  make
      any
      change to or modify the ranking of the Notes that would adversely affect the
      Holders; or

     

    (10)  except
      as
      expressly permitted by this Indenture, modify the Guarantees of any Significant
      Subsidiary in any manner adverse to the Holders of the Notes.

     

    
      	Section
              9.03  	
                
                Compliance with Trust Indenture
                Act.

            


    

     

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

     

    
      	Section
              9.04  	
                
                Revocation and Effect of
                Consents.

            


    

     

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

     

    The
      Issuer may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to consent to any amendment, supplement, or
      waiver. If a record date is fixed, then, notwithstanding the preceding
      paragraph, those Persons who were Holders at such record date (or their duly
      designated proxies), and only such Persons, shall be entitled to consent to
      such
      amendment, supplement, or waiver or to revoke any consent previously given,
      whether or not such Persons continue to be Holders after such record date.
      No
      such consent shall be valid or effective for more than 120 days after such
      record date unless the consent of the requisite number of Holders has been
      obtained.

     

    
      	Section
              9.05  	
                
                Notation on or Exchange of
                Notes.

            


    

     

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

     

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

     

    
      	Section
              9.06  	
                
                Trustee to Sign Amendments,
                etc.

            


    

     

    The
      Trustee shall sign any amendment, supplement or waiver authorized pursuant
      to
      this Article 9 if the amendment or supplement does not adversely affect the
      rights, duties, liabilities or immunities of the Trustee. The Issuer may not
      sign an amendment, supplement or waiver until the board of directors approves
      it. In executing any amendment, supplement or waiver, the Trustee shall be
      entitled to receive and (subject to Section 7.01 hereof) shall be fully
      protected in relying upon, in addition 

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        
to
        the
        documents required by Section 12.04 hereof, an Officer’s Certificate and an
        Opinion of Counsel stating that the execution of such amended or supplemental
        indenture is authorized or permitted by this Indenture and that such amendment,
        supplement or waiver is the legal, valid and binding obligation of the Issuer
        and any Guarantors party thereto, enforceable against them in accordance
        with
        its terms, subject to customary exceptions, and complies with the provisions
        hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion
        of
        Counsel will be required for the Trustee to execute any amendment or supplement
        adding a new Guarantor under this Indenture.

    

     

    
      	Section
              9.07  	
                
                Payment for Consent.

            


    

     

    Neither
      the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay
      or
      cause to be paid any consideration, whether by way of interest, fee or
      otherwise, to any Holder for or as an inducement to any consent, waiver or
      amendment of any of the terms or provisions of this Indenture or the Notes
      unless such consideration is offered to all Holders and is paid to all Holders
      that so consent, waive or agree to amend in the time frame set forth in
      solicitation documents relating to such consent, waiver or
      agreement.

     

    ARTICLE
      10


     

    GUARANTEES

     

    
      	Section
              10.01    	
                
                 Guarantee.

            


    

     

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

     

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

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

    Each
      Guarantor also agrees to pay any and all costs and expenses (including
      reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing
      any rights under this Section 10.01.

     

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

     

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

     

    Each
      Guarantee shall remain in full force and effect and continue to be effective
      should any petition be filed by or against the Issuer for liquidation,
      reorganization, should the Issuer become insolvent or make an assignment for
      the
      benefit of creditors or should a receiver or trustee be appointed for all or
      any
      significant part of the Issuer’s assets, and shall, to the fullest extent
      permitted by law, continue to be effective or be reinstated, as the case may
      be,
      if at any time payment and performance of the Notes are, pursuant to applicable
      law, rescinded or reduced in amount, or must otherwise be restored or returned
      by any obligee on the Notes or Guarantees, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance
      had not been made. In the event that any payment or any part thereof, is
      rescinded, reduced, restored or returned, the Notes shall, to the fullest extent
      permitted by law, be reinstated and deemed reduced only by such amount paid
      and
      not so rescinded, reduced, restored or returned.

     

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

     

    The
      Guarantee issued by any Guarantor shall be a senior unsecured obligation of
      such
      Guarantor. The Guarantees shall rank equally in right of payment with all
      existing and future Senior Indebtedness of the Guarantor but, to the extent
      of
      the value of the collateral, will be effectively senior to all of the
      Guarantor’s unsecured Senior Indebtedness and, to the extent of the collateral,
      will be effectively subordinated to the Guarantor’s Obligations under the Senior
      Credit Facilities. The Guarantees will be senior in right of payment to all
      existing and future Subordinated Indebtedness of each Guarantor. The Notes
      will
      be structurally subordinated to Indebtedness and other liabilities of
      Subsidiaries of the Issuer that do not Guarantee the Notes.

     

    Each
      payment to be made by a Guarantor in respect of its Guarantee shall be made
      without set-off, counterclaim, reduction or diminution of any kind or
      nature.

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

    
      	Section 10.02  	
              Limitation
                on Guarantor Liability.

            


    

     

    Each
      Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
      it
      is the intention of all such parties that the Guarantee of such Guarantor not
      constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
      the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
      or
      any similar federal or state law to the extent applicable to any Guarantee.
      To
      effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
      hereby irrevocably agree that the obligations of each Guarantor shall be limited
      to the maximum amount as will, after giving effect to such maximum amount and
      all other contingent and fixed liabilities of such Guarantor that are relevant
      under such laws and after giving effect to any collections from, rights to
      receive contribution from or payments made by or on behalf of any other
      Guarantor in respect of the obligations of such other Guarantor under this
      Article 10, result in the obligations of such Guarantor under its Guarantee
      not
      constituting a fraudulent conveyance or fraudulent transfer under applicable
      law. Each Guarantor that makes a payment under its Guarantee shall be entitled
      upon payment in full of all guaranteed obligations under this Indenture to
      a
      contribution from each other Guarantor in an amount equal to such other
      Guarantor’s pro
      rata
      portion
      of such payment based on the respective net assets of all the Guarantors at
      the
      time of such payment determined in accordance with GAAP.

     

    
      	Section 10.03  	
              Execution
                and Delivery.

            


    

     

    To
      evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby
      agrees that this Indenture shall be executed on behalf of such Guarantor by
      its
      President, one of its Vice Presidents or one of its Assistant Vice
      Presidents.

     

    Each
      Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof
      shall remain in full force and effect notwithstanding the absence of the
      endorsement of any notation of such Guarantee on the Notes.

     

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

     

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

     

    If
      required by Section 4.15 hereof, the Issuer shall cause any newly created or
      acquired Restricted Subsidiary to comply with the provisions of Section 4.15
      hereof and this Article 10, to the extent applicable.

     

    
      	Section 10.04   	
              Subrogation.

            


    

     

    Each
      Guarantor shall be subrogated to all rights of Holders of Notes against the
      Issuer in respect of any amounts paid by any Guarantor pursuant to the
      provisions of Section 10.01 hereof; provided
      that, if
      an Event of Default has occurred and is continuing, no Guarantor shall be
      entitled to enforce or receive any payments arising out of, or based upon,
      such
      right of subrogation until all amounts then due and payable by the Issuer under
      this Indenture or the Notes shall have been paid in full.

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

    
      	Section 10.05   	
              Benefits
                Acknowledged.

            


    

     

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

     

    
      	Section 10.06  	
              Release
                of Guarantees.

            


    

     

    A
      Guarantee by a Guarantor shall be automatically and unconditionally released
      and
      discharged, and no further action by such Guarantor, the Issuer or the Trustee
      is required for the release of such Guarantor’s Guarantee, upon:

     

    (1)    (A)
      any
      sale, exchange or transfer (by merger or otherwise) of the Capital Stock of
      such
      Guarantor (including any sale, exchange or transfer), after which the applicable
      Guarantor is no longer a Restricted Subsidiary or all or substantially all
      the
      assets of such Guarantor which sale, exchange or transfer is made in compliance
      with the applicable provisions of this Indenture;

     

    (B)    the
      release or discharge of the guarantee by such Guarantor of the Senior Credit
      Facilities or such other guarantee that resulted in the creation of such
      Guarantee, except a discharge or release by or as a result of payment under
      such
      guarantee;

     

    (C)    the
      designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted
      Subsidiary in compliance with Section 4.07 hereof and the definition of
“Unrestricted Subsidiary” hereunder; or

     

    (D)    the
      exercise by Issuer of its Legal Defeasance option or Covenant Defeasance option
      in accordance with Article 8 hereof or the Issuer’s obligations under this
      Indenture being discharged in accordance with the terms of this Indenture;
      and

     

    (2)    such
      Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of
      Counsel, each stating that all conditions precedent provided for in this
      Indenture relating to such transaction have been complied with.

     

    ARTICLE
      11  


     

    SATISFACTION
      AND DISCHARGE

     

    
      	Section 11.01   	
              Satisfaction
                and Discharge.

            


    

     

    This
      Indenture shall be discharged and shall cease to be of further effect as to
      all
      Notes, when either:

     

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

     

    (2)    (A)
      all
      Notes not theretofore delivered to the Trustee for cancellation have become
      due
      and payable by reason of the making of a notice of redemption or otherwise,
      shall become due and payable within one year or may be called for redemption
      within one year under arrangements satisfactory to the Trustee for the giving
      of
      notice of redemption by the Trustee in 

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        
the
        name,
        and at the expense, of the Issuer, and the Issuer or any Guarantor has
        irrevocably deposited or caused to be deposited with the Trustee as trust
        funds
        in trust solely for the benefit of the Holders of the Notes, cash in U.S.
        dollars, Government Securities, or a combination thereof, in such amounts
        as
        will be sufficient without consideration of any reinvestment of interest
        to pay
        and discharge the entire indebtedness on the Notes not theretofore delivered
        to
        the Trustee for cancellation for principal, premium, if any, and accrued
        interest to the date of maturity or redemption;

    

     

    (B)    no
      Default (other than that resulting from borrowing funds to be applied to make
      such deposit and any similar and simultaneous deposit relating to other
      Indebtedness and, in each case, the granting of Liens in connection therewith)
      with respect to this Indenture or the Notes shall have occurred and be
      continuing on the date of such deposit or shall occur as a result of such
      deposit and such deposit will not result in a breach or violation of, or
      constitute a default, under the Senior Credit Facilities or any other material
      agreement or instrument (other than this Indenture) to which the Issuer or
      any
      Guarantor is a party or by which the Issuer or any Guarantor is bound (other
      than that resulting from borrowing funds to be applied to make such deposit
      and
      any similar and simultaneous deposit relating to other Indebtedness and in
      each
      case, the granting of Liens in connection therewith);

     

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

     

    (D)    the
      Issuer has delivered irrevocable instructions to the Trustee to apply the
      deposited money toward the payment of the Notes at maturity or the redemption
      date, as the case may be.

     

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

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, if money shall have been
      deposited with the Trustee pursuant to subclause (A) of clause (2) of this
      Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall
      survive.

     

    
      	
              Section 11.02  

            	
              Application
                of Trust Money.

            


    

     

             Subject
      to the provisions of Section
      8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01
      hereof shall be held in trust and applied by it, in accordance with the
      provisions of the Notes and this Indenture, to the payment, either directly
      or
      through any Paying Agent (including the Issuer acting as its own Paying Agent)
      as the Trustee may determine, to the Persons entitled thereto, of the principal
      (and premium and Special Interest, if any) and interest for whose payment such
      money has been deposited with the Trustee; but such money need not be segregated
      from other funds except to the extent required by law.

     

             If
      the Trustee or Paying Agent is
      unable to apply any money or Government Securities in accordance with Section
      11.01 hereof by reason of any legal proceeding or by reason of any order or
      judgment of any court or governmental authority enjoining, restraining or
      otherwise prohibiting such application, the Issuer’s and any Guarantor’s
      obligations under this Indenture and the Notes shall be revived and reinstated
      as though no deposit had occurred pursuant to Section 11.01 hereof; provided
      that if
      the Issuer has made any payment of principal of, premium and Special Interest,
      if any, or interest on any Notes because of the reinstatement of its
      obligations, the Issuer shall be subrogated to the rights of the 

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

    Holders
      of such Notes to receive such payment from the money or Government Securities
      held by the Trustee or Paying Agent.

     

    ARTICLE
      12  

     

    MISCELLANEOUS

     

    
      	Section
              12.01  	
              Trust
                Indenture Act Controls.

            


    

     

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

     

    
      	Section
              12.02  	
              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), fax or
      overnight air courier guaranteeing next day delivery, to the others’
address:

     

    If
      to the
      Issuer and/or any Guarantor:

     

    c/o
      Dollar General Corporation 

    100
      Mission Ridge

    Goodletsville,
      Tennessee 37072

    Fax
      No.:
      615-855-5180

     

    Attention:
      General Counsel

     

    If
      to the
      Trustee:

     

    Wells
      Fargo Bank, National Association

    Corporate
      Trust Department

    707
      Wilshire Blvd, 17th
      Floor

    Los
      Angeles, CA 90017

    Fax
      No.:
      213-614-3355

     

    Attention:
      Madeliena Hall 

     

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

     

    All
      notices and communications (other than those sent to Holders) shall be deemed
      to
      have been duly given: at the time delivered by hand, if personally delivered;
      five calendar days after being deposited in the mail, postage prepaid, if mailed
      by first-class mail; when receipt acknowledged, if faxed; and the next Business
      Day after timely delivery to the courier, if sent by overnight air courier
      guaranteeing next day delivery; provided
      that any
      notice or communication delivered to the Trustee shall be deemed effective
      upon
      actual receipt thereof.

     

    Any
      notice or communication to a Holder shall be mailed by first-class mail,
      certified or registered, return receipt requested, or by overnight air courier
      guaranteeing next day delivery to its address shown on the register kept by
      the
      Registrar. Any notice or communication shall also be so mailed to any Person
      described in Trust Indenture Act Section 313(c), to the extent required by
      the
      Trust 

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        
Indenture
        Act. Failure to mail a notice or communication to a Holder or any defect
        in it
        shall not affect its sufficiency with respect to other
        Holders.

    

     

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

     

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

     

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

            


    

     

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

     

    
      	Section
              12.04  	
              Certificate
                and Opinion as to Conditions
                Precedent.

            


    

     

    (a)  Upon
      any
      request or application by the Issuer or any of the Guarantors to the Trustee
      to
      take any action under this Indenture, the Issuer or such Guarantor, as the
      case
      may be, shall furnish to the Trustee:

     

    (b)  An
      Officer’s Certificate in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 12.05 hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been satisfied; and

     

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

     

    
      	Section
              12.05  	
              Statements
                Required in Certificate or
                Opinion.

            


    

     

    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply
      with
      the provisions of Trust Indenture Act Section 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
      complied with (and, in the case of an Opinion of Counsel, may be limited to
      reliance on an Officer’s Certificate as to matters of fact); and

     

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

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

    
      	Section
              12.06  	
              Rules
                by Trustee and Agents.

            


    

     

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

     

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

            


    

     

    No
      director, officer, employee, incorporator or stockholder of the Issuer or any
      Guarantor or any of their parent companies (other than the Issuer and the
      Guarantors) shall have any liability for any obligations of the Issuer or the
      Guarantors under the Notes, the Guarantees or this Indenture or for any claim
      based on, in respect of, or by reason of such obligations or their creation.
      Each Holder by accepting the Notes waives and releases all such liability.
      The
      waiver and release are part of the consideration for issuance of the
      Notes.

     

    
      	Section
              12.08  	
              Governing
                Law.

            


    

     

    THIS
      INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    
      	Section
              12.09  	
              Waiver
                of Jury Trial.

            


    

     

    EACH
      OF
      THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
      IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
      OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    
      	Section
              12.10  	
              Force
                Majeure.

            


    

     

    In
      no
      event shall the Trustee be responsible or liable for any failure or delay in
      the
      performance of its obligations under this Indenture arising out of or caused
      by,
      directly or indirectly, forces beyond its reasonable control, including without
      limitation strikes, work stoppages, accidents, acts of war or terrorism, civil
      or military disturbances, nuclear or natural catastrophes or acts of God, and
      interruptions, loss or malfunctions of utilities, communications or computer
      (software or hardware) services.

     

    
      	Section
              12.11  	
              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 Restricted Subsidiaries or of any other Person.
      Any such indenture, loan or debt agreement may not be used to interpret this
      Indenture.

     

    
      	Section
              12.12  	
              Successors.

            


    

     

    All
      agreements of the Issuer in this Indenture and the Notes shall bind its
      successors. All agreements of the Trustee in this Indenture shall bind its
      successors. All agreements of each Guarantor in this Indenture shall bind its
      successors, except as otherwise provided in Section 10.06 hereof.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

    
      	Section
              12.13  	
              Severability.

            


    

     

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

     

    
      	Section
              12.14  	
              Counterpart
                Originals.

            


    

     

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

     

    
      	Section
              12.15  	
              Table
                of Contents, Headings, etc.

            


    

     

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

     

    
      	Section
              12.16  	
              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 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 pages]

     

     

     

     

     

     

     

     

     

     

    
 


    
      
        
           

          


          


        

        
        

      

      
        109

        
          

        

      

      
        
        

        
          


        

      

    



                    BUCK
      ACQUISITION
      CORP.

     

                    By: /s/
      Raj Agrawal                 

                    Name: Raj
      Agrawal

                    Title: Vice
      President

    


    


    


                   DOLLAR
      GENERAL
      CORPORATION

     

                   By: /s/
      Wade Smith                 

                    Name: Wade
      Smith

                    Title: Vice
      President and Treasurer

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
          Signature
            Page to Indenture

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



                    Each
      of the
      GUARANTORS

                    listed
      on Schedule I
      hereto

    


    


    


                    By: /s/
      Wade Smith                    

                    Name: Wade
      Smith

                    Title:
 Treasurer

     

     

     

     

     

    
 

     

     

     

     

     

     

    
 

    



    
      
        
          Signature
            Page to Indenture

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



                    WELLS
      FARGO BANK,
      NATIONAL ASSOCIATION

               as
      Trustee

     

                    By: /s/
      Maddy Hall                         

                    Name: Maddy
      Hall

                    Title: Assistant
      Vice President

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      I

     

    Guarantors

     

    


    DG
      Retail, LLC

    Dolgencorp,
      Inc.

    Dolgencorp
      of New York, Inc.

    Dolgencorp
      of Texas, Inc.

    DG
      Transportation, Inc.

    DG
      Logistics LLC

    DGC
      Properties LLC

    South
      Boston Holdings, Inc.

    Sun
      Dollar, L.P.

    South
      Boston FF&E, LLC

    DG
      Promotions, Inc. [f/k/a Nations Title Company, Inc.]

    Dollar
      General Investment, Inc.

    Dollar
      General Merchandising, Inc. [f/k/a Lonestar Administrative Services,
      Inc.]

    Dollar
      General Partners

    DGC
      Properties of Kentucky, LLC

    


     

    


    



    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

     

    [Face
      of
      Note]

     

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

     

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

     

    


     


    
      
         

        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    CUSIP
      [         ]

    ISIN
      [         ]

     

    
      	 	
               

            


    

     

     

    


     

    [[RULE
      144A][REGULATION
      S] GLOBAL
      NOTE

    10.625%
      Senior Notes due 2015

    


    No.
      ___                                                                               [$______________]

     

    BUCK
      ACQUISITION CORP.

     

    promises
      to pay to CEDE & CO. or registered assigns, the principal sum [set forth on
      the Schedule of Exchanges of Interests in the Global Note attached hereto]
      [of
      ________________________ United States Dollars] on July 15, 2015.

     

    Interest
      Payment Dates: January 15 and July 15

     

    Record
      Dates: January 1 and July 1

     

     

     

     

     

     

     

     

     

     

     

      
        

      

    

     

    1    Rule
      144A Note CUSIP: [     ]

         
Rule
      144A Note ISIN: [     ]

                 
      Regulation
      S Note CUSIP: [     ]

                 
      Regulation S Note ISIN: [    ]

    
           
        Exchange Note CUSIP: [     ]

           
        Exchange Note ISIN: [     ]

    

     

     

     


    
      
         

      

      
        A-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS HEREOF, the Issuer has caused this instrument to be duly
      executed.

     

    Dated:
      July 6, 2007

                    BUCK
      ACQUISITION
      CORP.

     

                    By:                          

                    Name: 

                    Title: 

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


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

     

                WELLS
      FARGO BANK,
      NATIONAL ASSOCIATION,

                as
      Trustee

     

                 By:                                 

                    Authorized
      Signatory

     

     

     

     

     

     

     

     

     

     

     

     

    
 


    
      
         

        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    [Back
      of
      Note]

     

    


     

    10.625%
      Senior Notes due 2015

     

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

     

    1.    INTEREST.
      Buck Acquisition Corp., a Tennessee corporation, promises to pay interest on
      the
      principal amount of this Note at 10.625% per annum from July 6, 2007 until
      maturity and shall pay the Special Interest, if any, payable pursuant to the
      Registration Rights Agreement referred to below. The Issuer will pay interest
      and Special Interest, if any, semi-annually in arrears on January 15 and July
      15
      of each year, or if any such day is not a Business Day, on the next succeeding
      Business Day (each, an “Interest
      Payment Date”).
      Interest on the Notes will accrue from the most recent date to which interest
      has been paid or, if no interest has been paid, from the date of issuance;
      provided
      that the
      first Interest Payment Date shall be January 15, 2008. The Issuer will pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue principal and premium, if any, from time to time
      on
      demand at the interest rate on the Notes; it shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on overdue
      installments of interest and Special Interest, if any, (without regard to any
      applicable grace periods) from time to time on demand at the interest rate
      on
      the Notes. Interest will be computed on the basis of a 360-day year comprised
      of
      twelve 30-day months.

     

    2.    METHOD
      OF
      PAYMENT. The Issuer will pay interest on the Notes and Special Interest, if
      any,
      to the Persons who are registered Holders of Notes at the close of business
      on
      January 1 and July 1 (whether or not a Business Day), as the case may be, next
      preceding the Interest Payment Date, even if such Notes are canceled after
      such
      record date and on or before such Interest Payment Date, except as provided
      in
      Section 2.12 of the Indenture with respect to defaulted interest. Payment of
      interest and Special Interest, if any, may be made by check mailed to the
      Holders at their addresses set forth in the register of Holders, provided
      that
      payment by wire transfer of immediately available funds will be required with
      respect to principal of and interest, premium and Special Interest, if any,
      on,
      all Global Notes and all other Notes the Holders of which shall have provided
      wire transfer instructions to the Issuer or the Paying Agent. Such payment
      shall
      be in such coin or currency of the United States of America as at the time
      of
      payment is legal tender for payment of public and private debts.

     

    3.    PAYING
      AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the
      Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer
      may change any Paying Agent or Registrar without notice to the Holders. The
      Issuer or any of its Subsidiaries may act in any such capacity.

     

    4.    INDENTURE.
      The Issuer issued the Notes under an Indenture, dated as of July 6, 2007 (the
      “Indenture”),
      among
      Buck Acquisition Corp., Dollar General Corporation, the Guarantors named therein
      and the Trustee. This Note is one of a duly authorized issue of notes of the
      Issuer designated as its 10.625% Senior Notes due 2015. The Issuer shall be
      entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of
      the Indenture. The terms of the Notes include those stated in the Indenture
      and
      those made part of the Indenture by reference to the Trust Indenture Act of
      1939, as amended (the “Trust
      Indenture Act”).
      The
      Notes are subject to all such terms, and Holders are referred to the Indenture
      and such Act for a statement of such terms. To the extent any provision of
      this
      Note conflicts with the express provisions of the Indenture, the provisions
      of
      the Indenture shall govern and be controlling.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    5.    OPTIONAL
      REDEMPTION.

     

    (a)    Except
      as
      set forth below, the Issuer will not be entitled to redeem Notes at its option
      prior to July 15, 2011.

     

    (b)    At
      any
      time prior to July 15, 2011, the Issuer may redeem all or a part of the Notes,
      upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
      mail to the registered address of each Holder of Notes or otherwise in
      accordance with the procedures of DTC, at a redemption price equal to 100%
      of
      the principal amount of the Notes redeemed plus the Applicable Premium as of,
      and accrued and unpaid interest and Special Interest, if any, to the date of
      redemption (the “Redemption
      Date”),
      subject to the rights of Holders of Notes on the relevant record date to receive
      interest due on the relevant interest payment date.

     

    (c)    On
      and
      after July 15, 2011, the Issuer may redeem the Notes, in whole or in part,
      upon
      not less than 30 nor more than 60 days’ prior notice mailed by first-class mail
      to the registered address of each Holder of Notes or otherwise in accordance
      with the procedures of DTC, at the redemption prices (expressed as percentages
      of principal amount of the Notes to be redeemed) set forth below, plus accrued
      and unpaid interest thereon and Special Interest, if any, to the applicable
      Redemption Date, subject to the right of Holders of Notes of record on the
      relevant record date to receive interest due on the relevant interest payment
      date, if redeemed during the twelve-month period beginning on July 15 of each
      of
      the years indicated below:

     

    
      	
              Year

            	
              Percentage

            
	
              2011

            	
              105.313%

            
	
              2012

            	
              102.656%

            
	
              2013
                and thereafter

            	
              100.000%

            


    

    


    (d)    In
      addition, until July 15, 2010, the Issuer may, at its option, on one or more
      occasions redeem up to 35% of the aggregate principal amount of Notes at a
      redemption price equal to 110.625% of the aggregate principal amount thereof,
      plus accrued and unpaid interest thereon and Special Interest, if any, to the
      applicable Redemption Date, subject to the right of Holders of Notes of record
      on the relevant Record Date to receive interest due on the relevant Interest
      Payment Date, with the net cash proceeds of one or more Equity Offerings;
provided
      that at
      least 50% of the sum of the original aggregate principal amount of Notes issued
      under the Indenture and the original principal amount of any Additional Notes
      that are Notes issued under the Indenture after the Issue Date remains
      outstanding immediately after the occurrence of each such redemption;
provided further
      that
      each such redemption occurs within 90 days of the date of closing of each such
      Equity Offering.

     

    (e)    Any
      notice of any redemption may be given prior to the redemption thereof, and
      any
      such redemption or notice may, at the Issuer’s discretion, be subject to one or
      more conditions precedent, including, but not limited to, completion of an
      Equity Offering or other corporate transaction.

     

    (f)    If
      the
      Issuer redeems less than all of the outstanding Notes, the Trustee shall select
      the Notes to be redeemed in the manner described under Section 3.02 of the
      Indenture.

     

    (g)    Any
      redemption pursuant to this paragraph 5 shall be made pursuant to the
      provisions of Sections 3.01 through 3.06 of the Indenture.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

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

     

    7.    NOTICE
      OF
      REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption
      will
      be mailed by first-class mail at least 30 days but not more than 60 days before
      the redemption date (except that redemption notices may be mailed more than
      60
      days prior to a redemption date if the notice is issued in connection with
      Article 8 of the Indenture) 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 whole 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 Notes or portions thereof called for
      redemption.

     

    8.    OFFERS
      TO
      REPURCHASE.

     

    (a)    Upon
      the
      occurrence of a Change of Control, the Issuer shall make an offer (a
“Change
      of Control Offer”)
      to
      each Holder to repurchase all or any part (equal to $2,000 or an integral
      multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price
      equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
      interest and Special Interest thereon, if any, to the date of purchase (the
      “Change
      of Control Payment”).
      The
      Change of Control Offer shall be made in accordance with Section 4.14 of the
      Indenture.

     

    (b)    If
      the
      Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within
      10 Business Days of each date that the aggregate amount of Excess Proceeds
      exceeds $75.0 million, the Issuer shall make an offer to all Holders of the
      Notes and, if required or permitted by the terms of any Senior Indebtedness,
      to
      the holders of such Senior Indebtedness (an “Asset
      Sale Offer”),
      to
      purchase the maximum aggregate principal amount of the Notes and such Senior
      Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000
      in
      excess thereof that may be purchased out of the Excess Proceeds at an offer
      price in cash in an amount equal to 100% of the principal amount thereof, plus
      accrued and unpaid interest and Special Interest, if any, to the date fixed
      for
      the closing of such offer, in accordance with the procedures set forth in the
      Indenture. To the extent that the aggregate amount of Notes and such Senior
      Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
      Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate
      purposes, subject to other covenants contained in the Indenture. If the
      aggregate principal amount of Notes or Senior Indebtedness surrendered by such
      holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
      the Notes and such Senior Indebtedness to be purchased on a pro
      rata
      basis
      based on the accreted value or principal amount of the Notes or such Senior
      Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount
      of Excess Proceeds shall be reset at zero.

     

    (c)    The
      Issuer may, at its option, make an Asset Sale Offer using proceeds from any
      Asset Sale at any time after consummation of such Asset Sale; provided
      that
      such
      Asset Sale Offer shall be in an aggregate amount of not less than
      $75.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds
      not required to be used to purchase Notes shall not be deemed Excess
      Proceeds.

     

    9.    DENOMINATIONS,
      TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
      denominations of $2,000 and integral multiples of $1,000 in excess thereof.
      The
      transfer of Notes may be registered and Notes may be exchanged as provided
      in
      the Indenture. The Registrar and the Trustee may require a Holder, among other
      things, to furnish appropriate endorsements and transfer documents and the
      Issuer may require a Holder to pay any taxes and fees required by law or
      permitted by the Indenture. The Issuer need not exchange or register the
      transfer of any Notes or portion 

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        
of
        Notes
        selected for redemption, except for the unredeemed portion of any Notes being
        redeemed in part. Also, the Issuer need not exchange or register the transfer
        of
        any Notes for a period of 15 days before a selection of Notes to be
        redeemed.

    

     

    10.    PERSONS
      DEEMED OWNERS. The registered Holder of Notes may be treated as its owner for
      all purposes.

     

    11.    AMENDMENT,
      SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended
      or supplemented as provided in the Indenture.

     

    12.    DEFAULTS
      AND REMEDIES. The Events of Default relating to the Notes are defined in Section
      6.01 of the Indenture. If any Event of Default occurs and is continuing, the
      Trustee or the Holders of at least 30% in principal amount of the then
      outstanding Notes may declare the principal, premium, if any, interest and
      any
      other monetary obligations on all the then outstanding Notes to be due and
      payable immediately. Notwithstanding the foregoing, in the case of an Event
      of
      Default arising from certain events of bankruptcy or insolvency, all outstanding
      Notes will become due and payable immediately without further action or notice.
      Holders may not enforce the Indenture, the Notes or the Guarantees except as
      provided in the Indenture. Subject to certain limitations, Holders of a majority
      in aggregate principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold from
      Holders of the Notes notice of any continuing Default (except a Default relating
      to the payment of principal, premium, if any, Special Interest, if any, or
      interest) if it determines that withholding notice is in their interest. The
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding by notice to the Trustee may on behalf of the Holders of all of
      the
      Notes waive any existing Default or and its consequences under the Indenture
      except a continuing Default in payment of the principal of, premium, if any,
      Special Interest, if any, or interest on, any of the Notes held by a
      non-consenting Holder. The Issuer and each Guarantor (to the extent that such
      Guarantor is so required under the Trust Indenture Act) is required to deliver
      to the Trustee annually a statement regarding compliance with the Indenture,
      and
      the Issuer is required within five (5) Business Days after becoming aware of
      any
      Default, to deliver to the Trustee a statement specifying such Default and
      what
      action the Issuer proposes to take with respect thereto.

     

    13.    AUTHENTICATION.
      This Note shall not be entitled to any benefit under the Indenture or be valid
      or obligatory for any purpose until authenticated by the manual signature of
      the
      Trustee.

     

    14.    ADDITIONAL
      RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
      In
      addition to the rights provided to Holders of Notes under the Indenture, Holders
      of Restricted Global Notes and Restricted Definitive Notes shall have all the
      rights set forth in the Registration Rights Agreement, dated as of July 6,
      2007,
      among Buck Acquisition Corp., Dollar General Corporation, the Guarantors named
      therein and the other parties named on the signature pages thereof (the
“Registration
      Rights Agreement”),
      including the right to receive Special Interest (as defined in the Registration
      Rights Agreement).

     

    15.    GOVERNING
      LAW. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    16.    CUSIP/ISIN
      NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
      Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers
      to


     

    
      
        
        

      

      
        A-8

        
          

        

      

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

    

     

    The
      Issuer will furnish to any Holder upon written request and without charge a
      copy
      of the Indenture and/or the Registration Rights Agreement. Requests may be
      made
      to the Issuer at the following address:

     

    c/o
      Dollar General Corporation

    100
      Mission Ridge

    Goodletsville,
      Tennessee 37072

    Fax
      No.:
      615-855-5180

     

    Attention:
      General Counsel

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         

        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Note, fill in the form below:

     

    (I)
      or
      (we) assign and transfer this Note to:                                                                       

                                        (Insert
      assignee’s legal name)

     

     

      
        

      

    

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

     

      
        

      

      
        

      

      
        

      

      
        

      

    

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

    and
      irrevocably appoint                                                      

    to
      transfer this Note on the books of the Issuer. The agent may substitute another
      to act for him.

     

    Date:
      _____________________

     

    Your
      Signature:                          

    (Sign
      exactly as your name appears on 

                                              the
      face of this Note)

     

     

    Signature
      Guarantee*: __________________________________

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or
      other

    signature
      guarantor acceptable to the Trustee).

     

     

     

     

     

     

     

     

    
 

    
      
         

        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    


    OPTION
      OF
      HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have this Note purchased by the Issuer pursuant to
      Section 4.10 or 4.14 of the Indenture, check the appropriate box
      below:

     

    [   ]
      Section 4.10             [   ]
      Section 4.14

     

    If
      you
      want to elect to have only part of this Note purchased by the Issuer pursuant
      to
      Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to
      have purchased:

     

    $_______________

     

    Date:
      _____________________

     

                Your
      Signature:                              

                (Sign
      exactly as your
      name appears on 

                the
      face of this
      Note)

                  
      Tax Identification No.:                         


     

    Signature
      Guarantee*: __________________________________

     

    *
      Participant in a recognized Signature Guarantee Medallion Program (or
      other

    signature
      guarantor acceptable to the Trustee).

     

     

     

     

     

     

     

     

    
 

    
      
         

        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     

    The
      initial outstanding principal amount of this Global Note is $__________. The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      or Definitive Note for an interest in this Global Note, have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease

              in
                Principal Amount

            	
              Amount
                of increase

              in
                Principal

              Amount
                of this

              Global
                Note

            	
              Principal
                Amount of

              this
                Global Note

              following
                such

              decrease
                or increase

            	
              Signature
                of

              authorized
                officer

              of
                Trustee or 

              Custodian

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    


    __________________

    *This
      schedule should be included only if the Note is issued in global
      form

    


      
        
          
             

          

          
          

        

        
          A-12

          
            

          

        

        
          
          

          
            


            


          

        

      




    


    EXHIBIT
      B

     

    FORM
      OF
      CERTIFICATE OF TRANSFER

     

    c/o
      Dollar General Corporation

    100
      Mission Ridge

    Goodletsville,
      Tennessee 37072

    Fax
      No.:
      615-855-5180

     

    Attention:
      General Counsel

     

    Wells
      Fargo Bank, National Association

    Corporate
      Trust Department

    707
      Wilshire Blvd, 17th
      Floor

    Los
      Angeles, CA 90017

    Fax
      No.:
      213-614-3355

     

    Attention:
      Madeliena Hall

     

    Re:
      10.625% Notes due 2015

     

    Reference
      is hereby made to the Indenture, dated as of July 6, 2007 (the “Indenture”),
      among
      Buck Acquisition Corp., Dollar General Corporation, the Guarantors named therein
      and the Trustee. Capitalized terms used but not defined herein shall have the
      meanings given to them in the Indenture.

     

    _______________
      (the “Transferor”)
      owns
      and proposes to transfer the Note[s] or interest in such Note[s] specified
      in
      Annex A hereto, in the principal amount of $___________ in such Note[s] or
      interests (the “Transfer”),
      to
      _______________ (the “Transferee”),
      as
      further specified in Annex A hereto. In connection with the Transfer, the
      Transferor hereby certifies that:

     

    [CHECK
      ALL THAT APPLY]

     

    1. [  ]
      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A
      GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being
      effected pursuant to and in accordance with Rule 144A under the United States
      Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, the Transferor hereby further certifies that the beneficial
      interest or Definitive Note is being transferred to a Person that the Transferor
      reasonably believes is purchasing the beneficial interest or Definitive Note
      for
      its own account, or for one or more accounts with respect to which such Person
      exercises sole investment discretion, and such Person and each such account
      is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
      meeting the requirements of Rule 144A and such Transfer is in compliance with
      any applicable blue sky securities laws of any state of the United
      States.

     

    2.     [  ]
      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
      REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and, accordingly, the Transferor hereby further
      certifies that (i) the Transfer is not being made to a person in the United
      States and (x) at the time the buy order was originated, the 

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        
Transferee
        was outside the United States or such Transferor and any Person acting on
        its
        behalf reasonably believed and believes that the Transferee was outside the
        United States or (y) the transaction was executed in, on or through the
        facilities of a designated offshore securities market and neither such
        Transferor nor any Person acting on its behalf knows that the transaction
        was
        prearranged with a buyer in the United States, (ii) no directed selling efforts
        have been made in contravention of the requirements of Rule 903(b) or Rule
        904(b) of Regulation S under the Securities Act (iii) the transaction is
        not
        part of a plan or scheme to evade the registration requirements of the
        Securities Act and (iv) if the proposed transfer is being made prior to the
        expiration of the Restricted Period, the transfer is not being made to a
        U.S.
        Person or for the account or benefit of a U.S. Person (other than an Initial
        Purchaser). Upon consummation of the proposed transfer in accordance with
        the
        terms of the Indenture, the transferred beneficial interest or Definitive
        Note
        will be subject to the restrictions on Transfer enumerated in the Indenture
        and
        the Securities Act.

    

     

    3.     [  ]
      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
      IN
      THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN
      RULE 144A OR REGULATION S. The Transfer is being effected in compliance with
      the
      transfer restrictions applicable to beneficial interests in Restricted Global
      Notes and Restricted Definitive Notes and pursuant to and in accordance with
      the
      Securities Act and any applicable blue sky securities laws of any state of
      the
      United States, and accordingly the Transferor hereby further certifies that
      (check one):

     

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

     

    or

     

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

     

    or

     

    (c)     [  ]
      such
      Transfer is being effected pursuant to an effective registration statement
      under
      the Securities Act and in compliance with the prospectus delivery requirements
      of the Securities Act.

     

    4.     [  ]
      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
      UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

     

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

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    (b)     [  ]
      CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being
      effected pursuant to and in accordance with Rule 903 or Rule 904 under the
      Securities Act and in compliance with the transfer restrictions contained in
      the
      Indenture and any applicable blue sky securities laws of any state of the United
      States and (ii) the restrictions on transfer contained in the Indenture and
      the
      Private Placement Legend are not required in order to maintain compliance with
      the Securities Act. Upon consummation of the proposed Transfer in accordance
      with the terms of the Indenture, the transferred beneficial interest or
      Definitive Note will no longer be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes, on Restricted Definitive Notes and in the Indenture.

     

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

     


    
      
         

        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


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

     

    [Insert
      Name of Transferor]

     

                    By:                              

                    Name: 

                    Title: 

    


     

    Dated:
      _______________________

     


    
      
         

        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    ANNEX
      A
      TO CERTIFICATE OF TRANSFER

     

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

     

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

     

    (a)     [  ]
      a beneficial interest in the:

     

    (i)     [  ]
      144A Global Note (CUSIP [     ]2 
      [     ]    ),
      or

     

    (ii)    [  ]
      Regulation S Global Note (CUSIP [     ]1
      [     ]2 [     ]),
      or

     

    (b)    [  ]
      a Restricted Definitive Note.

     

    2. After
      the
      Transfer the Transferee will hold:

     

    [CHECK
      ONE]

     

    (a)    [  ]
      a beneficial interest in the:

     

    (i)    [  ]
      144A Global Note (CUSIP [     ]1 [     ]),
      or

     

    (ii)    [  ]
      Regulation S Global Note (CUSIP [     ]1
      [     ]), or

     

    (iii)    [  ]
      Unrestricted Global Note (CUSIP [     ]1
      [     ]);
      or

     

    (b)    [  ]
      a Restricted Definitive Note; or

     

    
      	 	
              (c)

            	
              [  ]
                an Unrestricted Definitive Note, in accordance with the terms of
                the
                Indenture.

            


    

     

     

     

    


    
 


    
      
        
           

        

        
        

      

      
        B-5

        
          

        

      

      
        
        

        
          


          


        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      CERTIFICATE OF EXCHANGE

     

    c/o
      Dollar General Corporation

    100
      Mission Ridge

    Goodletsville,
      Tennessee 37072

    Fax
      No.:
      615-855-5180

     

    Attention:
      General Counsel

     

    Wells
      Fargo Bank, National Association

    Corporate
      Trust Department

    707
      Wilshire Blvd, 17th
      Floor

    Los
      Angeles, CA 90017

    Fax
      No.:
      213-614-3355

     

    Attention:
      Madeliena Hall

     

    Re:
      10.625% Notes due 2015

     

    Reference
      is hereby made to the Indenture, dated as of July 6, 2007 (the “Indenture”),
      among
      Buck Acquisition Corp., Dollar General Corporation, the Guarantors named therein
      and the Trustee. Capitalized terms used but not defined herein shall have the
      meanings given to them in the Indenture.

     

    ___________
      (the “Owner”)
      owns
      and proposes to exchange the Note[s] or interest in such Note[s] specified
      herein, in the principal amount of $__________ in such Note[s] or interests
      (the
“Exchange”).
      In
      connection with the Exchange, the Owner hereby certifies that:

     

    1) EXCHANGE
      OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
      NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
      UNRESTRICTED GLOBAL NOTE

     

    a)    [  ]
      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
      BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
      Exchange of the Owner’s beneficial interest in a Restricted Global Note for a
      beneficial interest in an Unrestricted Global Note in an equal principal amount,
      the Owner hereby certifies (i) the beneficial interest is being acquired for
      the
      Owner’s own account without transfer, (ii) such Exchange has been effected in
      compliance with the transfer restrictions applicable to the Global Notes and
      pursuant to and in accordance with the United States Securities Act of 1933,
      as
      amended (the “Securities
      Act”),
      (iii)
      the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
      is being acquired in compliance with any applicable blue sky securities laws
      of
      any state of the United States.

     

    b)    [  ]
      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
      UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s
      beneficial interest in a Restricted Global 

     

    
      
        
        

      

      
        C-1

        
          

        

      

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

    

     

    c)    [  ]
      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST
      IN
      AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a
      Restricted Definitive Note for a beneficial interest in an Unrestricted Global
      Note, the Owner hereby certifies (i) the beneficial interest is being acquired
      for the Owner’s own account without transfer, (ii) such Exchange has been
      effected in compliance with the transfer restrictions applicable to Restricted
      Definitive Notes and pursuant to and in accordance with the Securities Act,
      (iii) the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest is being acquired in compliance
      with any applicable blue sky securities laws of any state of the United
      States.

     

    d)    [  ]
      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
      NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note
      for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
      Unrestricted Definitive Note is being acquired for the Owner’s own account
      without transfer, (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to Restricted Definitive Notes and pursuant
      to
      and in accordance with the Securities Act, (iii) the restrictions on transfer
      contained in the Indenture and the Private Placement Legend are not required
      in
      order to maintain compliance with the Securities Act and (iv) the Unrestricted
      Definitive Note is being acquired in compliance with any applicable blue sky
      securities laws of any state of the United States.

     

    2)    EXCHANGE
      OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
      NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
      GLOBAL NOTES

     

    a)    [  ]
      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
      RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s
      beneficial interest in a Restricted Global Note for a Restricted Definitive
      Note
      with an equal principal amount, the Owner hereby certifies that the Restricted
      Definitive Note is being acquired for the Owner’s own account without transfer.
      Upon consummation of the proposed Exchange in accordance with the terms of
      the
      Indenture, the Restricted Definitive Note issued will continue to be subject
      to
      the restrictions on transfer enumerated in the Private Placement Legend printed
      on the Restricted Definitive Note and in the Indenture and the Securities
      Act.

     

    b)    [  ]
      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST
      IN A
      RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s
      Restricted Definitive Note for a beneficial 

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

       

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

    

     

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

     

                    [Insert
      Name of
      Transferor]

     

                    By:                        

                    Name: 

                    Title: 

    


     

    Dated:
      _______________________

     

     

     

     

     

     

     

    
 


    
      
        
           

        

        
        

      

      
        C-3

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

    [FORM
      OF
      SUPPLEMENTAL INDENTURE

     

    TO
      BE
      DELIVERED BY SUBSEQUENT GUARANTORS]

     

    Supplemental
      Indenture (this “Supplemental
      Indenture”),
      dated
      as of __________, among __________________ (the “Guaranteeing
      Subsidiary”),
      a
      subsidiary of Dollar General Corporation, a Tennessee Corporation (the
“Issuer”),
      and
      Wells Fargo Bank, National Association, as trustee (the “Trustee”).

     

    W
      I T N E
      S S E T H

     

    WHEREAS,
      each of Dollar General Corporation, Buck Acquisition Corp., and the Guarantors
      (as defined in the Indenture referred to below) has heretofore executed and
      delivered to the Trustee an indenture (the “Indenture”),
      dated
      as of July 6, 2007, providing for the issuance of an unlimited aggregate
      principal amount of 10.625% Notes due 2015 (the “Notes”);

     

    WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiary shall execute and deliver to the Trustee a supplemental indenture
      pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
      all of the Issuer’s Obligations under the Notes and the Indenture on the terms
      and conditions set forth herein and under the Indenture (the “Guarantee”);
      and

     

    WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
      and deliver this Supplemental Indenture.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties mutually
      covenant and agree for the equal and ratable benefit of the Holders of the
      Notes
      as follows:

     

    (1)    Capitalized
      Terms.
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

     

    (2)    Agreement
      to Guarantee.
      The
      Guaranteeing Subsidiary hereby agrees as follows:

     

    (a)    Along
      with all Guarantors named in the Indenture, to jointly and severally
      unconditionally guarantee to each Holder of a Note authenticated and delivered
      by the Trustee and to the Trustee and its successors and assigns, irrespective
      of the validity and enforceability of the Indenture, the Notes or the
      obligations of the Issuer hereunder or thereunder, that:

     

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

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

    (ii)    in
      case
      of any extension of time of payment or renewal of any Notes or any of such
      other
      obligations, that same will be promptly paid in full when due or performed
      in
      accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise. Failing payment when due of any amount
      so guaranteed or any performance so guaranteed for whatever reason, the
      Guarantors and the Guaranteeing Subsidiary shall be jointly and severally
      obligated to pay the same immediately. This is a guarantee of payment and not
      a
      guarantee of collection.

     

    (b)    The
      obligations hereunder shall be unconditional, irrespective of the validity,
      regularity or enforceability of the Notes or the Indenture, the absence of
      any
      action to enforce the same, any waiver or consent by any Holder of the Notes
      with respect to any provisions hereof or thereof, the recovery of any judgment
      against the Issuer, any action to enforce the same or any other circumstance
      which might otherwise constitute a legal or equitable discharge or defense
      of a
      guarantor.

     

    (c)    The
      following is hereby waived: diligence, presentment, demand of payment, filing
      of
      claims with a court in the event of insolvency or bankruptcy of the Issuer,
      any
      right to require a proceeding first against the Issuer, protest, notice and
      all
      demands whatsoever.

     

    (d)    This
      Guarantee shall not be discharged except by complete performance of the
      obligations contained in the Notes, the Indenture and this Supplemental
      Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
      Guarantor under the Indenture.

     

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

     

    (f)    The
      Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.

     

    (g)    As
      between the Guaranteeing Subsidiary, on the one hand, and the Holders and the
      Trustee, on the other hand, (x) the maturity of the obligations guaranteed
      hereby may be accelerated as provided in Article 6 of the Indenture for the
      purposes of this Guarantee, notwithstanding any stay, injunction or other
      prohibition preventing such acceleration in respect of the obligations
      guaranteed hereby, and (y) in the event of any declaration of acceleration
      of
      such obligations as provided in Article 6 of the Indenture, such obligations
      (whether or not due and payable) shall forthwith become due and payable by
      the
      Guaranteeing Subsidiary for the purpose of this Guarantee.

     

    (h)    The
      Guaranteeing Subsidiary shall have the right to seek contribution from any
      non-paying Guarantor so long as the exercise of such right does not impair
      the
      rights of the Holders under this Guarantee.

     

    (i)    Pursuant
      to Section 10.02 of the Indenture, after giving effect to all other contingent
      and fixed liabilities that are relevant under any applicable Bankruptcy or
      fraudulent 

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        
conveyance
        laws, and after giving effect to any collections from, rights to receive
        contribution from or payments made by or on behalf of any other Guarantor
        in
        respect of the obligations of such other Guarantor under Article 10 of the
        Indenture, this new Guarantee shall be limited to the maximum amount permissible
        such that the obligations of such Guaranteeing Subsidiary under this Guarantee
        will not constitute a fraudulent transfer or conveyance.

    

     

    (j)    This
      Guarantee shall remain in full force and effect and continue to be effective
      should any petition be filed by or against the Issuer for liquidation,
      reorganization, should the Issuer become insolvent or make an assignment for
      the
      benefit of creditors or should a receiver or trustee be appointed for all or
      any
      significant part of the Issuer’s assets, and shall, to the fullest extent
      permitted by law, continue to be effective or be reinstated, as the case may
      be,
      if at any time payment and performance of the Notes are, pursuant to applicable
      law, rescinded or reduced in amount, or must otherwise be restored or returned
      by any obligee on the Notes and Guarantee, whether as a “voidable preference”,
“fraudulent transfer” or otherwise, all as though such payment or performance
      had not been made. In the event that any payment or any part thereof, is
      rescinded, reduced, restored or returned, the Note shall, to the fullest extent
      permitted by law, be reinstated and deemed reduced only by such amount paid
      and
      not so rescinded, reduced, restored or returned.

     

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

     

    (l)    This
      Guarantee shall be a general senior obligation of such Guaranteeing Subsidiary,
      ranking equally in right of payment with all existing and future senior
      Indebtedness of the Guaranteeing Subsidiary but, to the extent of the value
      of
      the collateral, will be effectively senior to all of the Guaranteeing
      Subsidiary’s unsecured senior Indebtedness. The Guarantees will be senior in
      right of payment to all existing and future Subordinated Indebtedness of each
      Guarantor. The Notes will be structurally subordinated to Indebtedness and
      other
      liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes,
      if
      any.

     

    (m)    Each
      payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee
      shall be made without set-off, counterclaim, reduction or diminution of any
      kind
      or nature.

     

    (3)    Execution
      and Delivery.
      The
      Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force
      and
      effect notwithstanding the absence of the endorsement of any notation of such
      Guarantee on the Notes.

     

    (4)    Merger,
      Consolidation or Sale of All or Substantially All Assets.

     

    (a)    Except
      as
      otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing
      Subsidiary may not consolidate or merge with or into or wind up into (whether
      or
      not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or
      sell, assign, transfer, lease, convey or otherwise dispose of all or
      substantially all of its properties or assets, in one or more related
      transactions, to any Person unless:

     

    
      
        
        

      

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

     

    (ii)    the
      Successor Person, if other than such Guarantor, expressly assumes all the
      obligations of such Guarantor under the Indenture and such Guarantor’s related
      Guarantee pursuant to supplemental indentures or other documents or instruments
      in form reasonably satisfactory to the Trustee;

     

    (iii)    immediately
      after such transaction, no Default exists; and

     

    (iv)    the
      Issuer shall have delivered to the Trustee an Officer’s Certificate, each
      stating that such consolidation, merger or transfer and such supplemental
      indentures, if any, comply with the Indenture; or

     

    (v)    the
      transaction is made in compliance with Section 4.09 of the
      Indenture.

     

    (b)    Subject
      to certain limitations described in the Indenture, the Successor Person will
      succeed to, and be substituted for, such Guarantor under the Indenture and
      such
      Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may
      (i) merge into or transfer all or part of its properties and assets to
      another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer
      solely for the purpose of reincorporating the Guarantor in the United States,
      any state thereof, the District of Columbia or any territory thereof or (iii)
      convert into a corporation, partnership, limited partnership, limited liability
      corporation or trust organized or existing under the laws of the jurisdiction
      of
      organization of such Guarantor.

     

    (5)    Releases.

     

    The
      Guarantee of the Guaranteeing Subsidiary shall be automatically and
      unconditionally released and discharged, and no further action by the
      Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release
      of the Guaranteeing Subsidiary’s Guarantee, upon:

     

    (1)    (A)
      any
      sale, exchange or transfer (by merger or otherwise) of the Capital Stock of
      such
      Guarantor (including any sale, exchange or transfer), after which the applicable
      Guarantor is no longer a Restricted Subsidiary or all or substantially all
      the
      assets of such Guarantor which sale, exchange or transfer is made in compliance
      with the applicable provisions of this Indenture;

     

    (B)    the
      release or discharge of the guarantee by such Guarantor of the Senior Credit
      Facilities or such other guarantee that resulted in the creation of such
      Guarantee, except a discharge or release by or as a result of payment under
      such
      guarantee;

     

    (C)    the
      designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted
      Subsidiary in compliance with Section 4.07 hereof; or

     

    
      
        
        

      

      
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    (D)    the
      exercise by Issuer of its Legal Defeasance option or Covenant Defeasance option
      in accordance with Article 8 hereof or the Issuer’s obligations under this
      Indenture being discharged in accordance with the terms of this Indenture;
      and

     

    (2)    such
      Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of
      Counsel, each stating that all conditions precedent provided for in this
      Indenture relating to such transaction have been complied with.

     

    (6)    No
      Recourse Against Others.
      No
      director, officer, employee, incorporator or stockholder of the Guaranteeing
      Subsidiary shall have any liability for any obligations of the Issuer or the
      Guarantors (including the Guaranteeing Subsidiary) under the Notes, any
      Guarantees, the Indenture or this Supplemental Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. Each
      Holder by accepting Notes waives and releases all such liability. The waiver
      and
      release are part of the consideration for issuance of the Notes.

     

    (7)    Governing
      Law.
      THIS
      SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF NEW YORK.

     

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

     

    (9)    Effect
      of Headings.
      The
      Section headings herein are for convenience only and shall not affect the
      construction hereof.

     

    (10)    The
      Trustee.
      The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Supplemental Indenture or for or in respect
      of the recitals contained herein, all of which recitals are made solely by
      the
      Guaranteeing Subsidiary.

     

    (11)    Subrogation.
      The
      Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes
      against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary
      pursuant to the provisions of Section 2 hereof and Section 10.01 of the
      Indenture; provided
      that, if
      an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary
      shall not be entitled to enforce or receive any payments arising out of, or
      based upon, such right of subrogation until all amounts then due and payable
      by
      the Issuer under the Indenture or the Notes shall have been paid in
      full.

     

    (12)    Benefits
      Acknowledged.
      The
      Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set
      forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will
      receive direct and indirect benefits from the financing arrangements
      contemplated by the Indenture and this Supplemental Indenture and that the
      guarantee and waivers made by it pursuant to this Guarantee are knowingly made
      in contemplation of such benefits.

     

    (13)    Successors.
      All
      agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall
      bind its Successors, except as otherwise provided in Section 2(k) hereof or
      elsewhere in this Supplemental Indenture. All agreements of the Trustee in
      this
      Supplemental Indenture shall bind its successors.

     


    
      
         

         

         

        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    


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

     

                        [GUARANTEEING
      SUBSIDIARY]

     

                        By:                              

                        Name: 

                        Title: 

     

                        WELLS
      FARGO BANK,
      NATIONAL ASSOCIATION,

                                                       as
      Trustee

     

                        By:                                  

                        Name: 

                        Title: 

    



     

     

     

    D-6