exv4w1



 


Exhibit 4.1

ORBITAL SCIENCES CORPORATION



$135,000,000

9% Senior Notes due 2011



INDENTURE



Dated as of July 10, 2003



U.S. BANK NATIONAL ASSOCIATION



(as Trustee)



 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	ARTICLE I DEFINITIONS
AND
INCORPORATION BY
REFERENCE	 	 	1	 
	Section 1.1	 	Definitions
	 	 	1	 
	Section 1.2	 	Other Definitions
	 	 	22	 
	Section 1.3	 	Incorporation by Reference of Trust Indenture Act
	 	 	22	 
	Section 1.4	 	Rules of Construction
	 	 	23	 
	ARTICLE II THE NOTES	 	 	23	 
	Section 2.1	 	Form and Dating
	 	 	23	 
	Section 2.2	 	Execution and Authentication
	 	 	24	 
	Section 2.3	 	Registrar, Paying Agent and Depositary
	 	 	24	 
	Section 2.4	 	Paying Agent to Hold Money in Trust
	 	 	24	 
	Section 2.5	 	Holder Lists
	 	 	25	 
	Section 2.6	 	Transfer and Exchange
	 	 	25	 
	Section 2.7	 	Replacement Notes
	 	 	37	 
	Section 2.8	 	Outstanding Notes
	 	 	38	 
	Section 2.9	 	Treasury Notes
	 	 	38	 
	 Section 2.10	 	Temporary Notes
	 	 	38	 
	 Section 2.11	 	Cancellation
	 	 	38	 
	 Section 2.12	 	Defaulted Interest
	 	 	39	 
	 Section 2.13	 	CUSIP Numbers
	 	 	40	 
	 Section 2.14	 	Issuance of Additional Notes
	 	 	40	 
	ARTICLE III REDEMPTION	 	 	40	 
	Section 3.1	 	Notices to Trustee
	 	 	40	 
	Section 3.2	 	Selection of Notes to Be Redeemed
	 	 	40	 
	Section 3.3	 	Notice of Redemption
	 	 	41	 
	Section 3.4	 	Effect of Notice of Redemption
	 	 	41	 
	Section 3.5	 	Deposit of Redemption Price
	 	 	42	 
	Section 3.6	 	Notes Redeemed in Part
	 	 	42	 
	Section 3.7	 	Optional Redemption
	 	 	42	 
	Section 3.8	 	No Mandatory Redemption
	 	 	43	 
	ARTICLE IV COVENANTS	 	 	43	 
	Section 4.1	 	Payment of Notes
	 	 	43	 
	Section 4.2	 	Maintenance of Office or Agency
	 	 	43	 
	Section 4.3	 	SEC Reports and Reports to Holders
	 	 	44	 
	Section 4.4	 	Compliance Certificate
	 	 	44	 
	Section 4.5	 	Taxes
	 	 	45	 
	Section 4.6	 	Stay, Extension and Usury Laws
	 	 	45	 
	Section 4.7	 	Limitation on Incurrence Of Additional Indebtedness
and disqualified capital stock
	 	 	45	 
	Section 4.8	 	Limitation on Liens
	 	 	46	 
	Section 4.9	 	Limitation on Restricted Payments
	 	 	47	 
	 Section 4.10	 	Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries
	 	 	48	 
	 Section 4.11	 	Limitation on Transactions with Affiliates
	 	 	50	 
	 Section 4.12	 	Limitation on Sale Of Assets And Subsidiary Stock
	 	 	50	 



i






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 Section 4.13	 	Limitation On Sale-Leaseback Transactions
	 	 	53	 
	 Section 4.14	 	Repurchase of Notes At The Option Of The Holder upon a Change of
Control
	 	 	53	 
	 Section 4.15	 	Subsidiary Guarantors
	 	 	54	 
	 Section 4.16	 	Limitation On Status As Investment Company
	 	 	55	 
	 Section 4.17	 	Maintenance of Properties and Insurance
	 	 	55	 
	 Section 4.18	 	Corporate Existence
	 	 	55	 
	ARTICLE V SUCCESSORS	 	 	55	 
	Section 5.1	 	Merger, Consolidation or Sale of Assets
	 	 	55	 
	Section 5.2	 	Successor Corporation Substituted
	 	 	56	 
	ARTICLE VI DEFAULTS
AND REMEDIES	 	 	56	 
	Section 6.1	 	Events of Default
	 	 	56	 
	Section 6.2	 	Acceleration
	 	 	58	 
	Section 6.3	 	Other Remedies
	 	 	59	 
	Section 6.4	 	Waiver of Past Defaults
	 	 	59	 
	Section 6.5	 	Control by Majority
	 	 	59	 
	Section 6.6	 	Limitation on Suits
	 	 	60	 
	Section 6.7	 	Rights of Holders of Notes to Receive Payment
	 	 	60	 
	Section 6.8	 	Collection Suit by Trustee
	 	 	60	 
	Section 6.9	 	Trustee May File Proofs of Claim
	 	 	60	 
	 Section 6.10	 	Priorities
	 	 	61	 
	 Section 6.11	 	Undertaking for Costs
	 	 	61	 
	ARTICLE VII TRUSTEE	 	 
	 	 	62	 
	Section 7.1	 	Duties of Trustee
	 	 	62	 
	Section 7.2	 	Rights of Trustee
	 	 	63	 
	Section 7.3	 	Individual Rights of Trustee
	 	 	64	 
	Section 7.4	 	Trustee’s Disclaimer
	 	 	64	 
	Section 7.5	 	Notice of Defaults
	 	 	64	 
	Section 7.6	 	Reports by Trustee to Holders of the Notes
	 	 	64	 
	Section 7.7	 	Compensation and Indemnity
	 	 	64	 
	Section 7.8	 	Replacement of Trustee
	 	 	65	 
	Section 7.9	 	Successor Trustee by Merger, etc.
	 	 	66	 
	 Section 7.10	 	Eligibility; Disqualification
	 	 	66	 
	 Section 7.11	 	Preferential Collection of Claims Against Company
	 	 	67	 
	ARTICLE VIII LEGAL
DEFEASANCE AND
COVENANT DEFEASANCE
and satisfaction
and discharge	 	 	67	 
	Section 8.1	 	Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	67	 
	Section 8.2	 	Legal Defeasance and Discharge
	 	 	67	 
	Section 8.3	 	Covenant Defeasance
	 	 	67	 
	Section 8.4	 	Conditions to Legal or Covenant Defeasance
	 	 	68	 
	Section 8.5	 	Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions
	 	 	69	 
	Section 8.6	 	Repayment to Company
	 	 	70	 
	Section 8.7	 	Reinstatement
	 	 	70	 
	Section 8.8	 	Satisfaction and Discharge
	 	 	70	 



ii






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER	 	 	71	 
	Section 9.1	 	Without Consent of Holders of Notes
	 	 	71	 
	Section 9.2	 	With Consent of Holders of Notes
	 	 	72	 
	Section 9.3	 	Compliance with Trust Indenture Act
	 	 	73	 
	Section 9.4	 	Revocation and Effect of Consents
	 	 	74	 
	Section 9.5	 	Notation on or Exchange of Notes
	 	 	74	 
	Section 9.6	 	Trustee to Sign Amendments, etc.
	 	 	74	 
	ARTICLE X Guaranty	 	 	75	 
	 Section 10.1	 	Guarantees
	 	 	75	 
	 Section 10.2	 	Execution and Delivery of Guarantees
	 	 	76	 
	 Section 10.3	 	Guarantors May Consolidate, etc., on Certain Terms
	 	 	76	 
	 Section 10.4	 	Release of guarantors
	 	 	77	 
	 Section 10.5	 	Limitation of Guarantor’s Liability; certain bankruptcy events
	 	 	78	 
	 Section 10.6	 	Application of Certain Terms and Provisions to the Guarantors
	 	 	78	 
	ARTICLE XI MISCELLANEOUS	 	 	79	 
	 Section 11.1	 	Trust Indenture Act Controls
	 	 	79	 
	 Section 11.2	 	Notices
	 	 	79	 
	 Section 11.3	 	Communication by Holders of Notes with Other Holders of Notes
	 	 	80	 
	 Section 11.4	 	Certificate and Opinion as to Conditions Precedent
	 	 	80	 
	 Section 11.5	 	Statements Required in Certificate or Opinion
	 	 	80	 
	 Section 11.6	 	Rules by Trustee and Agents
	 	 	81	 
	 Section 11.7	 	No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	81	 
	 Section 11.8	 	Governing Law
	 	 	81	 
	 Section 11.9	 	No Adverse Interpretation of Other Agreements
	 	 	81	 
	  Section 11.10	 	Successors
	 	 	81	 
	  Section 11.11	 	Severability
	 	 	81	 
	  Section 11.12	 	Counterpart Originals
	 	 	82	 
	  Section 11.13	 	Table of Contents, Headings, Etc.
	 	 	82	 




	EXHIBIT A
	 	 	 	 
	 	FORM OF NOTE
	 	 	 	A-1
	EXHIBIT B
	 	 	 	 
	 	FORM OF CERTIFICATE OF TRANSFER
	 	 	 	B-1
	EXHIBIT C
	 	 	 	 
	 	FORM OF CERTIFICATE OF EXCHANGE
	 	 	 	C-1
	EXHIBIT D
	 	 	 	 
	 	FORM
OF CERTIFICATE FROM ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR
	 	 	 	D-1



iii






 




	 	 	 	 	 	 
	EXHIBIT E
	 	 	 	 
	 	FORM OF SUPPLEMENTAL INDENTURE TO BE
DELIVERED BY SUBSEQUENT GUARANTORS
	 	 	E-1	 



iv






 



CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA Section	 	 	Indenture Section
	
	 	 	

	310	(a)(1)	 	 	7.10
	 	a(a)(2)
	 	 	7.10
	 	(a)(3)
	 	 	N.A.
	 	(a)(4)
	 	 	N.A.
	 	(a)(5)
	 	 	7.8; 7.10
	 	(b)
	 	 	7.8; 7.10; 12.2
	 	(c)
	 	 	N.A.
	311	(a)
	 	 	7.11
	 	(b)
	 	 	7.11
	 	(c)
	 	 	N.A.
	312	(a)
	 	 	2.5
	 	(b)
	 	 	12.3
	 	(c)
	 	 	12.3
	313	(a)
	 	 	7.6
	 	(b)(1)
	 	 	N.A.
	 	(b)(2)
	 	 	7.6; 7.7
	 	(c)
	 	 	7.5; 7.6;12.2
	 	(d)
	 	 	7.6
	314	(a)
	 	 	4.3; 4.4; 12.2
	 	(b)
	 	 	10.3
	 	(c)(1)
	 	 	12.4
	 	(c)(2)
	 	 	12.4
	 	(c)(3)
	 	 	N.A.
	 	(d)
	 	 	10.5
	 	(e)
	 	 	11; 12.5
	 	(f)
	 	 	N.A.
	315	(a)
	 	 	7.1(b)
	 	(b)
	 	 	7.5; 12.2
	 	(c)
	 	 	7.57.5; 7.1(a)
	 	(d)
	 	 	7.1(a)
	 	(e)
	 	 	7.1(c)
	316	(a)(last sentence)
	 	 	2.9
	 	(a)(1)(A)
	 	 	6.5
	 	(a)(1)(B)
	 	 	6.4
	 	(a)(2)
	 	 	N.A.
	 	(b)
	 	 	6.7
	 	(c)
	 	 	9.7
	317	(a)(1)
	 	 	6.8
	 	(a)(2)
	 	 	6.9
	 	(b)
	 	 	2.4
	318	(a)
	 	 	12.1
	 	(c)
	 	 	12.1








	N.A. means not applicable
	 
	* This Cross-Reference table shall not, for any purpose, be deemed to be part of
this Indenture.


v






 






          INDENTURE, dated as of July 10, 2003, among Orbital Sciences Corporation,
a Delaware corporation (the “Company”) and U.S. Bank National Association, as
trustee (the “Trustee”).



          Each party agrees as follows for the benefit of each other and for the
equal and ratable benefit of the Holders of the 9% Series A Senior Notes due
2011 (the “Series A Notes”) and the 9% Series B Senior Notes due 2011 (the
“Series B Notes” and, together with the Series A Notes, the “Notes”):



ARTICLE I

DEFINITIONS AND INCORPORATION

BY REFERENCE



Section 1.1     Definitions



          “144A Global Note” means one or more Global Notes bearing the Private
Placement Legend, that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold in
reliance on Rule 144A.



          “Accrued Bankruptcy Interest” means, with respect to any Indebtedness, all
interest accruing thereon after the filing of a petition by or against the
Company or any of its Subsidiaries under any Bankruptcy Law, in accordance with
and at the rate (including any rate applicable upon any default or event of
default, to the extent lawful) specified in the documents evidencing or
governing such Indebtedness, whether or not the claim for such interest is
allowed as a claim after such filing in any proceeding under such Bankruptcy
Law.



          “Acquired Indebtedness” means Indebtedness (including Disqualified Capital
Stock) of any Person existing at the time such Person becomes a Subsidiary of
the Company, including by designation, or is merged or consolidated into or
with the Company or one of its Subsidiaries.



          “Acquisition” means the purchase or other acquisition of any Person (or
any business for which then current audited financial statements are available)
or all or substantially all the assets of any Person by any other Person,
whether by purchase, merger, consolidation, or other transfer, and whether or
not for consideration.



          “Additional Notes” means the issuance of additional Notes having identical
terms and conditions to the Notes offered on the Issue Date. All references to
Notes herein includes the Additional Notes.



          “Affiliate” means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term “control” means the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by
contract, or otherwise; provided, that with respect to ownership interest in
the Company and its Subsidiaries, a Beneficial Owner of 10% or more of the
total voting power normally entitled to vote in the election of directors,
managers or trustees, as applicable, shall for such purposes be deemed to
possess control. Notwithstanding the foregoing, “Affiliate” shall not include
Wholly Owned Subsidiaries.



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



1






 





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



          “Attributable Indebtedness” in respect of a sale-leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale-leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.



          “Average Life” means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (1) the sum of the
products (a) of the number of years (calculated to the nearest one-twelfth)
from the date of determination to the date or dates of each successive
scheduled principal (or redemption) payment of such security or instrument and
(b) the amount of each such respective principal (or redemption) payment by (2)
the sum of all such principal (or redemption) payments.



          “Bankruptcy Code” means the United States Bankruptcy Code, codified at 11
U.S.C. § 101-1330, as amended.



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



          “Beneficial Owner” or “beneficial owner,” for purposes of the definitions
of Change of Control and Affiliate, has the meaning attributed to it in Rules
13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date),
whether or not otherwise applicable.



          “Board of Directors” means, with respect to any Person, the board of
directors (or, if such Person is not a corporation, the equivalent board of
managers or members or body performing similar functions for such Person) of
such Person or any committee of the Board of Directors of such Person
authorized, with respect to any particular matter, to exercise the power of the
board of directors of such Person.



          “Broker-Dealer” means any broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer in exchange for Notes that were acquired
by such broker-dealer as a result of market-making or other trading activities.



          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.



          “Capitalized Lease Obligation” means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at any date shall be the capitalized amount of
such obligations at such date, determined in accordance with GAAP.



          “Capital Stock” means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself



2






 





otherwise capital stock), warrants, options, participations or other
equivalents of or interests (however designated) in stock issued by that
corporation.


          “Cash Equivalent” means:



          (1)     securities issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided,
that the full faith and credit of the United States of America is pledged in
support thereof) and securities issued by any state of the United States of
America or any political subdivision thereof having the highest rating
obtainable from either Moody’s Investors Service Inc. or Standard & Poor’s
Rating Services.



          (2)     time deposits, certificates of deposit, bankers’ acceptances and
commercial paper issued by the parent corporation of any domestic commercial
bank of recognized standing having capital and surplus in excess of
$500,000,000;



          (3)     commercial paper issued by others rated at least A-2 or the equivalent
thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent
thereof by Moody’s Investors Service, Inc.;



          (4)     repurchase obligations with a term of not more than seven days for
underlying securities of the types described in (1) and (2) above entered into
with any financial institution meeting the qualifications specified in (2)
above; or



          (5)     investment or money market funds, substantially all of the assets of
which constitute Cash Equivalents of the kinds described in (1) through (4) of
this definition;



and in the case of each of (1), (2) and (3), maturing within one year after the
date of acquisition.



          “Change of Control” means: (i) any merger or consolidation of the Company
with or into any Person or any sale, transfer or other conveyance, whether
direct or indirect, of all or substantially all of the Company’s assets, on a
consolidated basis, in one transaction or a series of related transactions, if
immediately after giving effect to such transaction(s), any Person is or
becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
aggregate Voting Equity Interests of the transferee(s) or surviving entity or
entities; (ii) any Person is or becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the voting power of the aggregate Voting Equity
Interests of the Company; (iii) the Continuing Directors cease for any reason
to constitute a majority of the Company’s Board of Directors then in office;
(iv) the Company adopts a plan of liquidation; or (v) any merger or
consolidation of the Company with or into another Person or the merger of
another Person with or into the Company, or the sale of all or substantially
all of the Company’s assets to another Person, if the Company’s securities that
are outstanding immediately prior to such transaction and which represent 100%
of the aggregate voting power of the Company’s Voting Equity Interests are
changed into or exchanged for, cash, securities or property, unless pursuant to
such transaction such securities are changed into or exchanged for, in addition
to any other consideration, securities of the Surviving Person or transferee
that represent, immediately after such transaction, a majority of the aggregate
voting power of the Voting Equity Interests of the Surviving Person or
transferee. As used in this definition, “Person” (including any group that is
deemed to be a “person”) has the meaning given by Section 13(d) of the Exchange
Act, whether or not applicable.



          “Clearstream” means Clearstream Banking Luxembourg, or its successors.



3






 





          “Consolidation” means, with respect to the Company, the consolidation of
the accounts of the Subsidiaries with those of the Company, all in accordance
with GAAP; provided, that “consolidation” will not include consolidation of the
accounts of any Unrestricted Subsidiary with the accounts of the Company. The
term “consolidated” has a correlative meaning to the foregoing.



          “Consolidated EBITDA” means, with respect to any Person, for any period,
the Consolidated Net Income of such Person for such period adjusted to add
thereto (to the extent deducted from net revenues in determining Consolidated
Net Income), without duplication, the sum of:




	 	(1)	 	Consolidated income tax expense;
	 
	 	(2)	 	Consolidated depreciation and amortization expense;
	 
	 	(3)	 	Consolidated Interest Expense;
	 
	 	(4)	 	Debt extinguishment costs resulting from the
redemption, repurchase, discharge or refinancing of
Indebtedness of the Company; and
	 
	 	(5)	 	all other non-cash expenses (excluding any such
non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a
prior period) of such Person and its Consolidated
Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were
deducted in computing Consolidated Net Income of such Person;



less the amount of all cash payments made by such Person or any of its
Subsidiaries during such period to the extent such payments relate to non-cash
charges that were added back pursuant to clauses (2) or (5) above in
determining Consolidated EBITDA for such period or any prior period; provided,
that consolidated income tax expense and depreciation and amortization of a
Subsidiary that is a less than a Wholly Owned Subsidiary shall only be added to
the extent of the equity interest of the Company in such Subsidiary.


          “Consolidated Interest Expense” of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of:



          (a)     interest expensed or capitalized, paid, accrued, or scheduled to be
paid or accrued (including, in accordance with the following sentence, interest
attributable to Capitalized Lease Obligations) of such Person and its
Consolidated Subsidiaries during such period, including (1) amortization of
original issue discount and non-cash interest payments or accruals on any
Indebtedness (excluding amortization of debt issuance costs); (2) the interest
portion of all deferred payment obligations; and (3) all commissions, discounts
and other fees and charges owed by such Person or its Consolidated Subsidiaries
and not reimbursed by third parties with respect to bankers’ acceptances and
letters of credit financings and currency and Interest Swap and Hedging
Obligations, in each case to the extent attributable to such period; and



          (b)     the amount of dividends accrued or payable (or guaranteed) by such
Person or any of its Consolidated Subsidiaries (other than dividends paid in
shares of Qualified



4






 





Capital Stock) in respect of Preferred Stock (other than by Subsidiaries
of the Company to the Company or a Guarantor).


For purposes of this definition, (x) interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined in good
faith by the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP and (y) interest expense attributable
to any Indebtedness represented by the guaranty by such Person or a Subsidiary
of such Person of an obligation of another Person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed.


          “Consolidated Net Income” means, with respect to any Person for any
period, the net income (or loss) of such Person and its Consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
such period, adjusted to exclude (only to the extent included in computing such
net income (or loss) and without duplication):



          (a)     all gains (but not losses (other than any non-cash loss resulting from
the Company’s sale of its Transportation Management Systems business)) which
are either extraordinary (as determined in accordance with GAAP) or are either
unusual or nonrecurring (including any gain from the sale or other disposition
of assets outside the ordinary course of business or from the issuance or sale
of any capital stock), together with any related provisions for taxes on any
such extraordinary, unusual or non-recurring gain; provided that gains
attributable to payments from mission success insurance policies shall not be
excluded to the extent of any offsetting loss incurred during such period
resulting from the failure to which such policy payment relates;



          (b)     the net income, if positive, of any Person, other than a Consolidated
Subsidiary, in which such Person or any of its Consolidated Subsidiaries has an
interest except to the extent of the amount of any dividends or distributions
actually paid in cash to such Person or a Consolidated Subsidiary of such
Person during such period, but in any case not in excess of such Person’s pro
rata share of such Person’s net income for such period;



          (c)     the net income, if positive, of any of such Person’s Consolidated
Subsidiaries to the extent that the declaration or payment of dividends or
similar distributions is not at the time permitted by operation of the terms of
its charter or bylaws or any other agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such Consolidated
Subsidiary;



          (d)     all dividends and distributions from any Unrestricted Subsidiary for
such period that are a net reduction in Investments of such Person made in such
Unrestricted Subsidiary;



          (e)     the cumulative effect of any change in accounting principles;



          (f)     the amortization of original issue discount on the Notes and the
amortization of debt issuance costs, in each case to the extent such amount is
not paid in cash; and



          (g)     the debt extinguishment costs resulting from the Refinancing
Transactions.



5






 





          “Consolidated Net Worth” of any Person at any date means the aggregate
consolidated stockholders’ equity of such Person (plus amounts of equity
attributable to preferred stock) and its Consolidated Subsidiaries, as would be
shown on the consolidated balance sheet of such Person prepared in accordance
with GAAP, adjusted to exclude (to the extent included in calculating such
equity) (a) the amount of any such stockholders’ equity attributable to
Disqualified Capital Stock or treasury stock of such Person and its
Consolidated Subsidiaries; (b) all upward revaluations and other write-ups in
the book value of any asset of such Person or a Consolidated Subsidiary of such
Person subsequent to the Issue Date; and (c) all investments in Subsidiaries
that are not Consolidated Subsidiaries and in Persons that are not
Subsidiaries.



          “Consolidated Subsidiary” means, for any Person, each Subsidiary of such
Person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such Person in accordance with GAAP.



          “Continuing Director” means during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved, including new directors designated in or provided for
in an agreement regarding the merger, consolidation or sale, transfer or other
conveyance, of all or substantially all of the assets of the Company, if such
agreement was approved by a vote of such majority of directors).



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



          “Credit Agreement” means that certain credit agreement to be entered into
as of the Issue Date by and among the Company, certain of its Subsidiaries,
certain financial institutions and Bank of America, N.A., as arranger and
agent, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as such credit
agreement and/or related documents may be amended, restated, supplemented,
renewed, replaced or otherwise modified from time to time whether or not with
the same agent, trustee, representative lenders or holders, and, subject to the
proviso to the next succeeding sentence, irrespective of any changes in the
terms and conditions thereof. Without limiting the generality of the foregoing,
the term “Credit Agreement” shall include one or more agreements in respect of
Interest Swap and Hedging Obligations and letter of credit facilities with
lenders (or Affiliates thereof) party to the Credit Agreement and shall also
include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to any Credit Agreement and all
refundings, refinancings and replacements of any Credit Agreement, including
any credit agreement:



          (1)     extending the maturity of any Indebtedness incurred thereunder or
contemplated thereby;



          (2)     adding or deleting borrowers or guarantors thereunder, so long as
borrowers and guarantors include one or more of the Company and its
Subsidiaries and their respective successors and assigns;



6






 





          (3)     increasing the amount of Indebtedness incurred thereunder or available
to be borrowed thereunder; provided, that on the date such Indebtedness is
incurred it would not be prohibited by Section 4.7; or



          (4)     otherwise altering the terms and conditions thereof in a manner not
prohibited by the terms of this Indenture.



          “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 one or more certificated Notes registered in the
name of the Holder thereof and issued in accordance with Section 2.6 hereof, in
the form of Exhibit A hereto except that such Note shall not include the
information called for by footnotes 3, 4 and 9 thereof.



          “Depositary” means, with respect to the Global Notes, the Person specified
in Section 2.3 hereof as the Depositary with respect to the Notes, until a
successor will have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” will mean or include
such successor.



          “Disqualified Capital Stock” means with respect to any Person, (a) any
Equity Interests of such Person that, by its terms or by the terms of any
security into which it is convertible, exercisable or exchangeable, is, or upon
the happening of an event or the passage of time or both would be, required to
be redeemed or repurchased, including at the option of the holder thereof, by
such Person or any of its Subsidiaries, in whole or in part, on or prior to 91
days following the Stated Maturity of the Notes and (b) any Equity Interests of
any Subsidiary of such Person other than any common equity with no preferences,
privileges, and no redemption or repayment provisions. Notwithstanding the
foregoing, any Equity Interests that would constitute Disqualified Capital
Stock solely because the holders thereof have the right to require the Company
to repurchase such Equity Interests upon the occurrence of a change of control
or an asset sale shall not constitute Disqualified Capital Stock if the terms
of such Equity Interests provide that the Company may not repurchase or redeem
any such Equity Interests pursuant to such provisions prior to the Company’s
purchase of the Notes as are required to be purchased pursuant to Section 4.12
and Section 4.14. Capital Stock subject to repurchase obligations pursuant to
employee benefit plans of the Company or its Subsidiaries shall not be
considered Disqualified Capital Stock.



          “Distribution Compliance Period” means the 40-day restricted period as
defined in Regulation S.



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



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



          “Event of Loss” means, with respect to any property or asset, any (1)
loss, destruction or damage of such property or asset or (2) any condemnation,
seizure or taking, by



7






 





exercise of the power of eminent domain or otherwise, of such property or
asset, or confiscation or requisition of the use of such property or asset.


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



          “Exchange Notes” means 9% Series B Senior Notes due 2011, of the Company,
including the guarantees endorsed thereon, identical in all respects to the
Notes and the Guarantees, except for references to series and restrictive
legends, issued pursuant to an Exchange Offer.



          “Exchange Offer” means an offer that may be made by the Company pursuant
to the Registration Rights Agreement to exchange Exchange Notes for Series A
Notes.



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



          “Exempted Affiliate Transaction” means (a) customary employee, director or
consultant arrangements (including employment agreements) approved by a
majority of independent (as to such transactions) members of the Board of
Directors of the Company and customary directors’ fees; (b) dividends permitted
under Section 4.9 and payable, in form and amount, on a pro rata basis to all
holders of common stock of the Company; (c) transactions solely between or
among the Company and any of its Consolidated Subsidiaries or solely among
Consolidated Subsidiaries of the Company; (d) agreements entered into that are
approved by a bankruptcy court with respect to ORBIMAGE, (e) the purchase or
sale of common stock by the Company from or to an Affiliate at a price per
share equal to or less than the average closing price for the common stock as
reported or quoted on a national securities exchange or national interdealer
quotation system during the five trading days immediately preceding the date of
such transaction and (f) Permitted Investments and Restricted Payments
permitted under Section 4.9.



          “Existing Indebtedness” means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Issue Date (after giving effect to the repayment or repurchase of the
Company’s 12% Second Priority Secured Notes due 2006), reduced to the extent
such amounts are repaid, refinanced or retired.



          “fair market value” means the price that would be paid in an arm’s-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Company.



          “GAAP” means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect from time to time.



          “Global Notes” means one or more Notes in the form of Exhibit A hereto
that includes the information referred to in footnotes 3, 4 and 9 to the form
of Note, attached hereto as Exhibit A, issued under this Indenture, that is
deposited with (or held on behalf of) and registered in the name of the
Depositary or its nominee.



          “Global Note Legend” means the legend set forth in Section 2.6(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.



8






 





          “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, of all or any part of any Indebtedness (including,
without limitation, letters of credit and reimbursement agreements in respect
thereof). When used with respect to the Notes, a “Guarantee” means a guarantee
by the Guarantors of all or any part of the Notes, in accordance with Article X
hereof.



          “Guarantor” means each of the Company’s future domestic material
Subsidiaries that at the time are guarantors of the Notes in accordance with
this Indenture. As of the Issue Date, the Company will have no Guarantors.



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



          “Indebtedness” of any Person means, without duplication,



          (a)     all liabilities and obligations, contingent or otherwise, of such
Person, to the extent such liabilities and obligations would appear as a
liability upon the consolidated balance sheet of such Person in accordance with
GAAP, (1) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof); (2) evidenced by bonds, notes, debentures or similar instruments; or
(3) representing the balance deferred and unpaid of the purchase price of any
property or services, except those incurred in the ordinary course of its
business that would ordinarily constitute a trade payable to trade creditors
(other than accounts payable or other obligations to trade creditors which have
remained unpaid for greater than 90 days past their original due date unless
such accounts payable or other obligations are being contested in good faith,
in which case they will not constitute Indebtedness pending final resolution of
such dispute);



          (b)     all liabilities and obligations, contingent or otherwise, of such
Person (1) evidenced by bankers’ acceptances or similar instruments issued or
accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit;



          (c)     all net obligations of such Person under Interest Swap and Hedging
Obligations;



          (d)     all liabilities and obligations of others of the kind described in the
preceding clauses (a), (b) or (c) that such Person has guaranteed or provided
credit support or that are otherwise its legal liability or which are secured
by any assets or property of such Person;



          (e)     any and all deferrals, renewals, extensions, refinancings and
refundings (whether direct or indirect) of, or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses (a), (b), (c) or (d), or this clause (e), whether or not between or
among the same parties; and



          (f)     all Disqualified Capital Stock of such Person (measured at the greater
of its voluntary or involuntary maximum fixed repurchase price plus accrued and
unpaid dividends);



provided, that any indebtedness which has been defeased in accordance with
GAAP or defeased pursuant to the deposit of cash or U.S. Government Obligations
(in an amount sufficient to satisfy all such indebtedness obligations at
maturity or redemption, as applicable, and all payments of


9






 


interest and premium, if any) in a trust or account created or pledged for the
sole benefit of the holders of the indebtedness, and subject to no other Liens,
and the other applicable terms of the instrument governing such indebtedness,
shall not constitute “Indebtedness.”


          For purposes hereof, the “maximum fixed repurchase price” of any
Disqualified Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Capital Stock
as if such Disqualified Capital Stock were purchased on any date on which
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 Capital Stock, such fair market value shall be determined in good
faith by the board of directors of the issuer (or managing general partner of
the issuer) of such Disqualified Capital Stock.



          The amount of any Indebtedness outstanding as of any date shall be (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount will
not be deemed to be an incurrence and (2) the principal amount thereof,
together with any interest, premium or penalties thereon that are more than 30
days past due, in the case of any other Indebtedness.



          “Indenture” means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof.



          “Indirect Participant” means an entity that, with respect to DTC, clears
through or maintains a direct or indirect custodial relationship with a
Participant.



          “Initial Purchasers” mean the initial purchasers of the Series A Notes
under the Purchase Agreement, dated July 2, 2003 with respect to the Series A
Notes.



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



          “Interest Coverage Ratio” of any Person on any date of determination (the
“Transaction Date”) means the ratio, on a pro forma basis, of (a) the aggregate
amount of Consolidated EBITDA of such Person attributable to continuing
operations and businesses (exclusive of amounts attributable to operations and
businesses permanently discontinued or disposed of) for the Reference Period to
(b) the aggregate Consolidated Interest Expense of such Person (exclusive of
amounts attributable to operations and businesses permanently discontinued or
disposed of, but only to the extent that the obligations giving rise to such
Consolidated Interest Expense would no longer be obligations contributing to
such Person’s Consolidated Interest Expense subsequent to the Transaction Date)
during the Reference Period; provided, that for purposes of such calculation:



          (1)     Acquisitions which occurred during the Reference Period or subsequent
to the Reference Period and on or prior to the Transaction Date shall be
assumed to have occurred on the first day of the Reference Period;



          (2)     transactions giving rise to the need to calculate the Interest
Coverage Ratio shall be assumed to have occurred on the first day of the
Reference Period;



10






 





          (3)     the incurrence of any Indebtedness (including issuance of any
Disqualified Capital Stock) during the Reference Period or subsequent to the
Reference Period and on or prior to the Transaction Date (and the application
of the proceeds therefrom to the extent used to refinance or retire other
Indebtedness) (other than Indebtedness incurred under any revolving credit
facility) shall be assumed to have occurred on the first day of the Reference
Period; and



          (4)     the Consolidated Interest Expense of such Person attributable to
interest on any Indebtedness or dividends on any Disqualified Capital Stock
bearing a floating interest (or dividend) rate shall be computed on a pro forma
basis as if the average rate in effect from the beginning of the Reference
Period to the Transaction Date had been the applicable rate for the entire
period, unless such Person or any of its Subsidiaries is a party to an Interest
Swap or Hedging Obligation (which shall remain in effect for the 12-month
period immediately following the Transaction Date) that has the effect of
fixing the interest rate on the date of computation, in which case such rate
(whether higher or lower) shall be used.



          “Interest Payment Date” means the stated due date of an installment of
interest on the Notes.



          “Interest Record Date” means an Interest Record Date specified in the
Notes, whether or not such date is a Business Day.



          “Interest Swap and Hedging Obligation” means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.



          “Investment” by any Person in any other Person means (without
duplication):



          (a)     the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of Equity Interests, Capital Stock, bonds, notes, debentures or
other securities, including any options or warrants, of such other Person or
any agreement to make any such acquisition;



          (b)     the making by such Person of any deposit with, or advance, loan or
other extension of credit to, such other Person (including the purchase of
property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such other Person) or any
commitment to make any such advance, loan or extension (but excluding accounts
receivable, endorsements for collection or deposits arising in the ordinary
course of business);



          (c)     other than guarantees of Indebtedness of the Company or any Guarantor
to the extent permitted by Section 4.7, the entering into by such Person of any
guarantee of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other Person;



11






 





          (d)     the making of any capital contribution by such Person to such other
Person; and



          (e)     the designation by the Board of Directors of the Company of any Person
to be an Unrestricted Subsidiary.



The Company shall be deemed to make an Investment in an amount equal to the
fair market value of the net assets of any Person (or, if neither the Company
nor any of its Subsidiaries has theretofore made an Investment in such Person,
in an amount equal to the Investments being made), at the time that such Person
is designated an Unrestricted Subsidiary, and any property transferred to an
Unrestricted Subsidiary from the Company or a Subsidiary of the Company shall
be deemed an Investment valued at its fair market value at the time of such
transfer. The Company or any of its Subsidiaries shall be deemed to have made
an Investment in a Person that is or was a Subsidiary if, upon the issuance,
sale or other disposition of any portion of the Company’s or the Subsidiary’s
ownership in the Capital Stock of such Person, such Person ceases to be a
Subsidiary. The fair market value of each Investment shall be measured at the
time made or returned, as applicable.


          “Issue Date” means the date of first issuance of the Notes under this
Indenture.



          “Legal Holiday” means a day other than a Business Day. If a payment date
is a Legal Holiday, payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.



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



          “Lien” means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable,
now owned or hereafter acquired.



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



          “Moody’s” means Moody’s Investors Service, Inc. and its successors.



          “Net Cash Proceeds” means (without duplication) the aggregate amount of
cash or Cash Equivalents received by the Company in the case of a sale of
Qualified Capital Stock and by the Company and its Subsidiaries in respect of
an Asset Sale plus, in the case of an issuance of Qualified Capital Stock upon
any exercise, exchange or conversion of securities (including options,
warrants, rights and convertible or exchangeable debt) of the Company that were
issued for cash after the Issue Date, the amount of cash originally received by
the Company upon the issuance of such securities (including options, warrants,
rights and convertible or exchangeable debt) less, in each case, the sum of all
payments, fees, commissions and (in the case of Asset Sales, reasonable and
customary), expenses (including, without limitation, the fees and expenses of
legal counsel and investment banking fees and expenses) incurred in connection
with such Asset Sale or sale of Qualified Capital Stock, and, in the case of an
Asset Sale only, less (a) the amount (estimated reasonably and in good faith by
the Company) of income, franchise, sales and other applicable taxes required to
be paid by the Company or any of its respective Subsidiaries in connection with
such Asset Sale in the taxable year that such sale is consummated or in the



12






 





immediately succeeding taxable year, the computation of which shall take
into account the reduction in tax liability resulting from any available
operating losses and net operating loss carryovers, tax credits and tax credit
carryforwards, and similar tax attributes, and (b) appropriate amounts to be
provided by the Company or any of its Subsidiaries, as the case may be, as a
reserve required in accordance with GAAP against any liability associated with
such Asset Sale and retained by the Company or any such Subsidiary, as the case
may be, after such Asset Sale, including pensions and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale, all as reflected in an Officers’ Certificate delivered to the Trustee;
provided, however, that any such amounts remaining after adjustments,
revaluations or liquidations of such reserves shall constitute Net Cash
Proceeds.


          “Non-Guarantor Subsidiaries” means each of OCC, Orbital International,
Inc., a Virginia Corporation and Orbital Holdings Corporation, a Delaware
corporation.



          “Non-U.S. Person” means any Person other than a U.S. Person.



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



          “Obligation” means any principal, premium or interest payment, or monetary
penalty, or damages, due by the Company or any Guarantor under the terms of the
Notes or this Indenture, including any Liquidated Damages due pursuant to the
terms of the Registration Rights Agreement.



          “OCC” means Orbital Communications Corporation, a Delaware corporation.



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



          “Officers’ Certificate” means the officers’ certificate to be delivered
upon the occurrence of certain events as set forth in this Indenture.



          “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Sections 12.4 and
12.5 hereof. The counsel may be an employee of or counsel to the Company or
any Subsidiary of the Company.



          “ORBIMAGE” means Orbital Imaging Corporation, a Delaware corporation.



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



          “Permitted Indebtedness” means that:



          (a)     the Company and the Guarantors may incur Indebtedness evidenced by the
Notes and the Guarantees issued pursuant to this Indenture up to the amounts
being issued on the original Issue Date less any amounts repaid or retired;



13






 





          (b)     the Company and its Subsidiaries, as applicable, may incur Refinancing
Indebtedness with respect to any Existing Indebtedness or Acquired Indebtedness
or, with respect to the Company and the Guarantors, any Indebtedness (including
Disqualified Capital Stock) described in clause (a) or incurred pursuant to the
Debt Incurrence Ratio test of Section 4.7 hereof, or which was refinanced
pursuant to this clause (b);



          (c)     the Company and its Subsidiaries may incur Indebtedness solely in
respect of bankers acceptances, letters of credit, performance bonds and
completion guarantees (to the extent that such incurrence does not result in
the incurrence of any obligation to repay any obligation relating to borrowed
money or other Indebtedness), all in the ordinary course of business consistent
with the Company’s past practices;



          (d)     (i) the Company may incur Indebtedness owed to (borrowed from) any
Guarantor; (ii) any Guarantor may incur Indebtedness owed to (borrowed from)
any other Guarantor or the Company; and (iii) any Subsidiary may incur
Indebtedness owed to (borrowed from) any Guarantor or the Company; provided,
that (x) in the case of Indebtedness of the Company, such obligations shall be
unsecured and contractually subordinated in all respects to the Company’s
obligations pursuant to the Notes and any event that causes such Guarantor no
longer to be a Guarantor (including by designation to be an Unrestricted
Subsidiary) shall be deemed to be a new incurrence by the Company of such
Indebtedness and any guarantor thereof subject to Section 4.7 hereof, (y) in
the case of Indebtedness of a Guarantor, such obligations shall be unsecured
and contractually subordinated in all respects to such Guarantor’s obligations
pursuant to such Guarantor’s Guarantee and any event that causes the Guarantor
lender no longer to be a Guarantor (including a designation as an Unrestricted
Subsidiary) shall be deemed to be a new incurrence by such Guarantor borrower
of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof,
and (z) in the case of Indebtedness of a Subsidiary pursuant to clause (iii),
such obligations shall be unsecured and any event that causes the Guarantor
lender no longer to be a Guarantor (including a designation as an Unrestricted
Subsidiary) shall be deemed to be a new incurrence by such Subsidiary borrower
of such Indebtedness and any guarantor thereof subject to Section 4.7 hereof;



          (e)     the Company and the Subsidiaries may incur Interest Swap and Hedging
Obligations that are incurred for the purpose of fixing or hedging interest
rate or currency risk with respect to any fixed or floating rate Indebtedness
that is permitted by this Indenture to be outstanding or any receivable or
liability the payment of which is determined by reference to a foreign
currency; provided, that the notional amount of any such Interest Swap and
Hedging Obligation does not exceed the principal amount of Indebtedness to
which such Interest Swap and Hedging Obligation relates;



          (f)     the Company and the Guarantors may incur Indebtedness pursuant to a
Credit Agreement in an aggregate amount incurred and outstanding at any time
pursuant to this clause (f) (plus any Refinancing Indebtedness incurred to
retire, defease, refinance, replace or refund such Indebtedness) of up to
$75,000,000 minus the amount of any such Indebtedness (i) retired with the Net
Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding
amounts or the commitments with respect to such Indebtedness pursuant to
Section 4.12(b)(1)(ii) hereof or (ii) assumed by a transferee in an Asset Sale
(to the extent not excluded under Section 4.12(a)(iii)) so long as neither the
Company nor such Guarantor continues to be an obligor under such Indebtedness;



          (g)     the Company and the Guarantors may incur Purchase Money Indebtedness
in an aggregate amount incurred and outstanding at any time pursuant to this



14






 





clause (g) (plus any Refinancing Indebtedness incurred to repay, redeem,
discharge, retire, defease, refinance, replace or refund such Indebtedness) of
up to $20,000,000; provided that, in each case, such Indebtedness shall not
constitute more than 100% of the cost of the Company or the cost of such
Guarantor (determined in accordance with GAAP in good faith by the Board of
Directors of the Company), as applicable, of the property so acquired,
constructed, installed, improved or leased with such Purchase Money
Indebtedness;


          (h)     the Company and the Guarantors may incur Acquired Indebtedness;
provided that, with respect to any Acquired Indebtedness incurred and
outstanding pursuant to this clause (h), (x) it shall have been incurred prior
to the time that the debtor thereunder was acquired by or merged into the
Company or any of the Company’s Subsidiaries, or prior to the time that the
related asset was acquired by the Company or any of the Company’s Subsidiaries,
and was not incurred in connection with, or in contemplation of, such
acquisition or merger, and (y) immediately after giving effect to such
transaction on a pro forma basis, the Company shall be able to incur an
additional $1.00 of Indebtedness under the Debt Incurrence Ratio;



          (i)     the Company and the Guarantors may incur Indebtedness not otherwise
included as “Permitted Indebtedness” herein, in an aggregate amount incurred
and outstanding at any time pursuant to this clause (i) (plus any Refinancing
Indebtedness incurred to repay, redeem, discharge, retire, defease, refinance,
replace or refund such Indebtedness) of up to $10,000,000; and



          (j)     the Subsidiaries may incur Indebtedness under clauses (g), (h) and (i)
above in an aggregate amount of $5,000,000 outstanding at any time, provided
that the incurrence of such amount, plus all other Indebtedness incurred under
such clauses, shall not exceed any of the dollar amounts referenced in such
clauses.



          “Permitted Investment” means:



          (a)     any Investment in any of the Notes;



          (b)     any Investment in Cash Equivalents;



          (c)     intercompany notes to the extent permitted under clause (i) or (ii) of
clause (d) of the definition of “Permitted Indebtedness”;



          (d)     any Investment by the Company or any Subsidiary in a Person in a
Related Business if as a result of such Investment such Person immediately
becomes a Subsidiary or such Person is immediately merged with or into the
Company or a Subsidiary;



          (e)     other Investments in any Person or Persons made after the Issue Date,
provided, that after giving pro forma effect to each such Investment, the
aggregate amount of all such Investments made on and after the Issue Date
pursuant to this clause (e) that are outstanding (after giving effect to any
such Investments or any portions thereof that are returned to the Company or
the Guarantor that made such prior Investment, without restriction, in cash on
or prior to the date of any such calculation, but only up to the amount of the
Investment made under this clause (e)) in such Person or Persons at any time
does not in the aggregate exceed $20,000,000 (measured by the value attributed
to the Investment at the time made or returned, as applicable);



15






 





          (f)     any Investment in any Person in exchange for the Company’s Qualified
Capital Stock or the Net Cash Proceeds of any substantially concurrent sale of
the Company’s Qualified Capital Stock;



          (g)     prepaid expenses and lease, utility and workers’ compensation, and
other similar deposits made in the ordinary course of business consistent with
the Company’s past practices;



          (h)     Interest Swap and Hedging Obligations to the extent permitted under
clause (e) of the definition of “Permitted Indebtedness”;



          (i)     any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.12 herein;



          (j)     stocks, obligations or securities received in satisfaction of
judgments, foreclosures of liens on settlement of debts (whether pursuant to a
plan of reorganization or otherwise;



          (k)     Investments in the form of advances to employees for travel,
relocation and like expenses, in each case, in the ordinary course of business,
consistent with the Company’s past practices;



          (l)     any Investment existing on the Issue Date or made pursuant to a
legally binding written commitment in existence on the Issue Date; and



          (m)     Investments in the Company’s 12% Second Priority Secured Notes due
2006.



          “Permitted Lien” means:



          (a)     Liens existing on the Issue Date;



          (b)     Liens imposed by governmental authorities for taxes, assessments or
other charges not yet subject to penalty or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the Company in accordance with GAAP;



          (c)     Liens securing the performance of bids, trade contracts (other than
borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;



          (d)     Liens securing the Notes and the Guarantees;



          (e)     Liens securing Indebtedness of a Person existing at the time such
Person becomes a Subsidiary or is merged with or into the Company or a
Subsidiary or Liens securing Indebtedness incurred in connection with an
Acquisition, provided, that such Liens were in existence prior to the date of
such acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets;



          (f)     Liens arising from Purchase Money Indebtedness incurred pursuant to
the second paragraph of Section 4.7 hereof or clause (g) of the definition of
“Permitted



16






 





Indebtedness”; provided such Liens relate solely to the property which is
subject to such Purchase Money Indebtedness;


          (g)     Liens securing Refinancing Indebtedness incurred to refinance any
Indebtedness that was previously so secured in a manner no more adverse to the
Holders of the Notes than the terms of the Liens securing such refinanced
Indebtedness, and provided that the Indebtedness secured is not increased and
the Lien is not extended to any additional assets or property that would not
have been security for the Indebtedness refinanced;



          (h)     Liens securing Indebtedness incurred under the Credit Agreement
incurred pursuant to clause (f) of the definition of “Permitted Indebtedness”;



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



          (j)     Liens resulting from any judgment, decree, court order or award, to
the extent not otherwise resulting in an Event of Default and any Liens that
are required to perfect or enforce any rights in any administrative,
arbitration or other court proceedings:



          (k)     Liens with respect to assets of a Guarantor granted by a Guarantor to
the Company to secure Indebtedness owing to the Company;



          (l)     Liens with respect to cash collateralized letters of credit incurred
pursuant to clause (c) of the definition of “Permitted Indebtedness”; and



          (m)     Liens encumbering customary initial deposits and margin deposits, and
other Liens that are either within the general parameters customary in the
industry and incurred in the ordinary course of business, in each case,
securing Indebtedness under Interest Swap and Hedging Obligations permitted by
clause (e) of the definition of “Permitted Indebtedness.”



          “Person” or “person” means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, limited liability
partnership, unincorporated association, governmental regulatory entity,
country, state or political subdivision thereof, trust, municipality or other
entity.



          “Preferred Stock” means any Equity Interest of any class or classes of a
Person (however designated) which is preferred as to payments of dividends, or
as to distributions upon any liquidation or dissolution, over Equity Interests
of any other class of such Person.



          “Private Placement Legend” means the legend set forth in Section 2.6(g)(1)
hereof to be placed on all Notes issued under this Indenture except where
specifically stated otherwise by the provisions of this Indenture.



          “Pro Forma” or “pro forma” shall have the meaning set forth in Regulation
S-X of the Securities Act, unless otherwise specifically stated herein.



          “Public Equity Offering” means an underwritten public offering of
Qualified Capital Stock of the Company pursuant to an effective registration
statement filed under the Securities Act.



          “Purchase Money Indebtedness” of any Person means any Indebtedness of such
Person to any seller or other Person incurred solely to finance the acquisition
(including in the



17






 





case of a Capitalized Lease Obligation, the lease), construction,
installation or improvement of any after acquired real or personal tangible
property which, in the reasonable good faith judgment of the Board of Directors
of the Company, is directly related to a Related Business of the Company and
which is incurred substantially concurrently with such acquisition,
construction, installation or improvement and is secured only by the assets so
financed.


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



          “Qualified Capital Stock” means any Capital Stock of the Company that is
not Disqualified Capital Stock.



          “Qualified Exchange” means:



          (1)     any legal defeasance, redemption, retirement, repurchase or other
acquisition of Capital Stock or Indebtedness of the Company or any Guarantor
with the Net Cash Proceeds received by the Company from the substantially
concurrent issuance or sale of its Qualified Capital Stock (other than to a
Subsidiary); or



          (2)     any issuance of Qualified Capital Stock of the Company in exchange for
any Capital Stock or Indebtedness of the Company or any Guarantor.



          “Reference Period” with regard to any Person means the four full fiscal
quarters for which financial statements are available (or such lesser period
during which such Person has been in existence) ended immediately preceding any
date upon which any determination is to be made pursuant to the terms of the
Notes or this Indenture.



          “Refinancing Indebtedness” means Indebtedness (including Disqualified
Capital Stock) (a) issued in exchange for, or the proceeds from the issuance
and sale of which are used substantially concurrently to repay, redeem,
defease, refund, refinance, replace, discharge or otherwise retire for value,
in whole or in part; or (b) constituting an amendment, modification or
supplement to, or a deferral or renewal of ((a) and (b) above are,
collectively, a “Refinancing”), any Indebtedness (including Disqualified
Capital Stock) in a principal amount or, in the case of Disqualified Capital
Stock, liquidation preference, not to exceed (after deduction of reasonable and
customary fees and expenses (including consent fees) incurred in connection
with the Refinancing plus the amount of any premium paid in connection with
such Refinancing) the lesser of (1) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness
(including Disqualified Capital Stock) so Refinanced and (2) if such
Indebtedness being Refinanced was issued with an original issue discount, the
accreted value thereof (as determined in accordance with GAAP) at the time of
such Refinancing; provided, that (A) such Refinancing Indebtedness shall only
be used to refinance outstanding Indebtedness (including Disqualified Capital
Stock) of such Person issuing such Refinancing Indebtedness; (B) such
Refinancing Indebtedness shall (x) not have an Average Life shorter than the
Indebtedness (including Disqualified Capital Stock) to be so refinanced at the
time of such Refinancing (or, if earlier, 91 days after the Stated Maturity of
the Notes), and (y) in all respects, be no less contractually subordinated or
junior, if applicable, to the rights of Holders of the Notes than was the
Indebtedness (including Disqualified Capital Stock) to be refinanced; (C) such
Refinancing Indebtedness shall have a final stated maturity or redemption date,
as applicable, no earlier than the final stated maturity or redemption date, as
applicable, of the Indebtedness (including Disqualified Capital Stock) to be so
refinanced or, if sooner, 91 days after the Stated Maturity of the Notes; and
(D) such Refinancing Indebtedness shall be secured (if secured) in a manner no
more adverse to the Holders of the Notes than the terms of the Liens (if any)
securing



18






 





such refinanced Indebtedness, including, without limitation, the amount of
Indebtedness secured shall not be increased (except to the extent of customary
fees and expenses incurred in connection with the Refinancing plus the amount
of any premium paid in connection with such Refinancing).


          “Refinancing Transactions” mean the offering of the Notes, the repurchase
or redemption of all of the Company’s 12% Second Priority Secured Notes due
2006, entering into the Credit Agreement and termination of the existing credit
facility with Foothill Capital Corporation, as arranger and agent.



          “Registration Rights Agreement” means the Registration Rights Agreement,
dated as of the Issue Date, by and among the Company and the other parties
named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.



          “Regulation S” means Regulation S promulgated under the Securities Act, as
it may be amended from time to time, and any successor provision thereto.



          “Regulation S Global Note” means a Global Note bearing the Private
Placement Legend issued pursuant to Regulation S.



          “Related Business” means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are related businesses.



          “Restricted Definitive Note” means one or more Definitive Notes bearing
the Private Placement Legend, issued under this Indenture.



          “Restricted Global Note” means one or more Global Notes bearing the
Private Placement Legend, issued under this Indenture; provided, that in no
case shall an Exchange Note issued in accordance with this Indenture and the
terms of the Registration Rights Agreement be a Restricted Global Note.



          “Restricted Investment” means, in one or a series of related transactions,
any Investment other than a Permitted Investment.



          “Restricted Payment” means, with respect to any Person:



          (a)     the declaration or payment of any dividend or other distribution in
respect of Equity Interests of such Person;



          (b)     any payment (except to the extent with Qualified Capital Stock) on
account of the purchase, redemption or other acquisition or retirement for
value of Equity Interests of such Person;



          (c)     other than with the proceeds from the substantially concurrent sale
of, or in exchange for, Refinancing Indebtedness, any purchase, redemption, or
other acquisition or retirement for value of, any payment in respect of any
amendment of the terms of or any defeasance of, any Subordinated Indebtedness
directly or indirectly, by such Person or a Subsidiary of such Person prior to
the scheduled maturity, any scheduled repayment of principal, or scheduled
sinking fund payment, as the case may be, of such Indebtedness; and



19






 





          (d)     any Restricted Investment by such Person;



provided, however, that the term “Restricted Payment” does not include (1) any
dividend, distribution or other payment on or with respect to Equity Interests
of an issuer to the extent payable solely in shares of Qualified Capital Stock
of such issuer, (2) any dividend, distribution or other payment to the Company,
or to any of the Subsidiaries, by the Company or any of its Subsidiaries and
any Investment in any Subsidiary by the Company or any Subsidiary or (3)
payments made in connection with the repurchase or redemption of the Company’s
12% Second Priority Secured Notes due 2006.


          “Rule 144” means Rule 144 promulgated under the Securities Act, as it may
be amended from time to time, and any successor provision thereto.



          “Rule 144A” means Rule 144A promulgated under the Securities Act, as it
may be amended from time to time, and any successor provision thereto.



          “SEC” means the United States Securities and Exchange Commission, or any
successor agency.



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



          “Shelf Registration Statement” shall have the meaning set forth in the
Registration Rights Agreement.



          “Significant Subsidiary” shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date.



          “Special Record Date” means, for payment of any Defaulted Interest, a date
fixed by the Paying Agent pursuant to Section 2.12 hereof.



          “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, and its successors.



          “Stated Maturity,” when used with respect to any Note, means July 15,
2011.



          “Subordinated Indebtedness” means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment by its terms or the terms of
any document or instrument relating thereto (“contractually”) to the Notes or
such Guarantee, as applicable, in any respect.



          “Subsidiary,” with respect to any Person, means (1) a corporation a
majority of whose Voting Equity Interests is at the time, directly or
indirectly, owned by such Person, by such Person and one or more Subsidiaries
of such Person or by one or more Subsidiaries of such Person, and (2) any other
Person (other than a corporation) in which such Person, one or more
Subsidiaries of such Person, or such Person and one or more Subsidiaries of
such Person, directly or indirectly, at the date of determination thereof has a
majority ownership interest, or (3) a partnership in which such Person or a
Subsidiary of such Person is, at the time, a general partner and in which such
Person, directly or indirectly, at the date of determination thereof has a
majority ownership interest. Notwithstanding the foregoing, an Unrestricted
Subsidiary shall not be a Subsidiary of the Company or of any Subsidiary of the
Company for any purpose under this



20






 





Indenture (including the definitions therein). Unless the context
requires otherwise, Subsidiary means each direct and indirect Subsidiary of the
Company. Notwithstanding the foregoing, ORBIMAGE shall not be deemed a
Subsidiary or an Unrestricted Subsidiary of the Company or its Subsidiaries.


          “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and
regulations (and, if applicable, no-action letters) of the SEC thereunder.



          “Transfer Restricted Notes” means Global Notes and Definitive Notes that
bear or are required to bear the Private Placement Legend, issued under this
Indenture.



          “Trustee” means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and
thereafter means such 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, issued
under this Indenture.



          “Unrestricted Global Note” means one or more permanent Global Notes
representing a series of Notes that does not bear and is not required to bear
the Private Placement Legend, issued under this Indenture.



          “Unrestricted Subsidiary” means (1) any subsidiary of the Company that
does not own any Capital Stock of, or own or hold any Lien on any property of,
the Company or any other Subsidiary of the Company and that, at the time of
determination, shall be an Unrestricted Subsidiary (as designated by the Board
of Directors of the Company); provided, that such Subsidiary at the time of
such designation (a) is not party to any agreement, contract, arrangement or
understanding with the Company or any Subsidiary of the Company unless the
terms of any such agreement, contract, arrangement or understanding are no less
favorable to the Company or such Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Company; (b) is a Person
with respect to which neither the Company nor any of its Subsidiaries has any
direct or indirect obligation (x) to subscribe for additional Equity Interests
or (y) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results; and (c) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Subsidiaries, and (2) any
subsidiary of any Unrestricted Subsidiary. The Board of Directors of the
Company may designate any Unrestricted Subsidiary to be a Subsidiary, provided,
that (1) no Default or Event of Default is existing or will occur as a
consequence thereof and (2) immediately after giving effect to such
designation, on a pro forma basis, the Company could incur at least $1.00 of
Indebtedness pursuant to the Debt Incurrence Ratio of Section 4.7 herein. Each
such designation shall be evidenced by filing with the Trustee a certified copy
of the resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing
conditions.



          “U.S. Government Obligations” means direct non-callable obligations of, or
noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.



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



21






 





          “Voting Equity Interests” means Equity Interests which at the time are
entitled to vote in the election of directors or members of the comparable
governing body generally.



          “Wholly Owned Subsidiary” means a Subsidiary all the Equity Interests of
which (other than directors’ qualifying shares) are owned by the Company or one
or more Wholly Owned Subsidiaries of the Company or a combination thereof.



Section 1.2      Other Definitions




	 	 	 	 	 
	Term

	 	Defined in Section
	
	 	

	“Affiliate Transaction”	 	 	
4.12	 
	“Asset Sale”	 	 	
4.13	 
	“Asset Sale Amount”	 	 	
4.13	 
	“Asset Sale Offer”	 	 	
4.13	 
	“Asset Sale Offer Amount”	 	 	
4.13	 
	“Asset Sale Offer Period”	 	 	
4.13	 
	“Authentication Order”	 	 	
2.2	 
	“Benefitted Party”	 	 	
10.8	 
	“Change of Control Offer”	 	 	
4.16	 
	“Change of Control Offer Period”	 	 	
4.16	 
	“Change of Control Purchase Date”	 	 	
4.16	 
	“Change of Control Purchase Price”	 	 	
4.16	 
	“Covenant Defeasance”	 	 	
8.3	 
	“Debt Incurrence Ratio”	 	 	
4.7	 
	“Defaulted Interest”	 	 	
2.12	 
	“DTC”	 	 	
2.3	 
	“Excess Proceeds”	 	 	
4.13	 
	“Guarantee Obligations”	 	 	
10.8	 
	“incur” or “incurrence”	 	 	
4.7	 
	“Incurrence Date”	 	 	
4.7	 
	“Legal Defeasance”	 	 	
8.2	 
	“Paying Agent”	 	 	
2.3	 
	“Registrar”	 	 	
2.3	 
	“Redemption Date”	 	 	
3.7	 



Section 1.3      Incorporation by Reference of Trust Indenture Act



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



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



          “Commission” means the Securities and Exchange Commission;



          “obligor” on the Notes means the Company, each Guarantor and any successor
obligor upon the Notes.



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

22






 




Section 1.4 Rules of Construction



          Unless the context otherwise requires:



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



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



          (3)     “or” is not exclusive;



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



          (5)     provisions apply to successive events and transactions;



          (6)     “herein,” “hereof” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision; and



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



ARTICLE II

THE NOTES



Section 2.1      Form and Dating



          (a)     General. The Notes and the Trustee’s certificate of authentication
shall be substantially in the form of Exhibit A hereto.



          The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.



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



          (b)     Global Notes. Global Notes shall be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the
“Schedule of Exchanges of Interests in the Global Note” attached thereto).
Definitive Notes 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 therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of




23










 



any increase or decrease in the aggregate principal amount of outstanding
Notes represented thereby shall be made by the Trustee or the Notes Custodian,
at the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.6 hereof.


Section 2.2 EXECUTION AND AUTHENTICATION



          Two Officers shall sign the Notes for the Company by manual or facsimile
signature. In the case of Definitive Notes, such signatures may be imprinted
or otherwise reproduced on such Notes. If an Officer whose signature is on a
Note no longer holds that office at the time a Note is authenticated, the Note
shall nevertheless be valid. A Note shall not be valid until authenticated by
the manual signature of the Trustee. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture. The
Trustee shall, upon a written order of the Company signed by an Officer (an
“Authentication Order”), authenticate Notes for issuance up to the aggregate
principal amount stated in such Authentication Order; provided that Notes
authenticated for issuance on the Issue Date shall not exceed $135,000,000 in
aggregate principal amount. The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.



Section 2.3 REGISTRAR, PAYING AGENT AND DEPOSITARY



          The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, 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 and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents.
The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any
of its Subsidiaries may act as Paying Agent or Registrar. The Company
initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes. The Company initially appoints the Trustee
to act as the Registrar and Paying Agent and to act as Notes Custodian with
respect to the Global Notes.



Section 2.4 PAYING AGENT TO HOLD MONEY IN TRUST



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

24






 





reorganization proceedings relating to the Company, the Trustee shall
serve as Paying Agent for the Notes.


Section 2.5 HOLDER LISTS



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



Section 2.6 TRANSFER AND EXCHANGE



          (a)     Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. Global Notes will not be exchanged
by the Company for Definitive Notes unless:



               (i)     the Company delivers to the Trustee notice from the Depositary that
(x) it is unwilling or unable to continue to act as Depositary and a successor
Depositary is not appointed by the Company within 90 days after the date of
such notice from the Depositary or (y) it is no longer a clearing agency
registered under the Exchange Act;



               (ii)     the Company in its sole discretion determines that the Global Notes
(in whole but not in part) should be exchanged for Definitive Notes and
delivers a written notice to such effect to the Trustee (provided, there shall
be no continuing Default or Event of Default); or



               (iii)     an Event of Default shall have occurred and be continuing with
respect to the Notes and the Trustee has received a request from the Depositary
or any Holder to issue Definitive Notes;



Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee.


          In addition, beneficial interests in a Global Note may be exchanged for a
Definitive Note upon request but only upon 20 days’ prior written notice by or
on behalf of the Depositary in accordance with its customary procedures. Upon
the occurrence of any of the events described in this Section 2.6(a),
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.7 and 2.10 hereof. Every Note, other than a
Definitive Note, authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7
or 2.10 hereof, shall be authenticated and delivered in the form of, and shall
be, a Global Note. A Global Note may be exchanged for another Note only upon
compliance with the applicable provisions of this Section 2.6(a) and Sections
2.7 and 2.10


25






 





hereof. Beneficial interests in a Global Note may be transferred and
exchanged only upon compliance with the applicable provisions of Sections
2.6(b), (c), or (f) hereof.


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



          (1)      Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the same Restricted
Global Note in accordance with the transfer restrictions set forth in the
Private Placement Legend. 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 2.6(b)(1), but the Company or the Trustee
may request an opinion of counsel.



          (2)      All Other Transfers and Exchanges of Beneficial Interests in Global
Notes (including for Definitive Notes). In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.6(b)(1)
above, the transferor of such beneficial interest must deliver to the Registrar
either (A) (1) an order from a Participant or an Indirect Participant given to
the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited with such increase or (B) (1) an 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 (B)(1) above.
Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.6(f) hereof, the requirements of this Section 2.6(b)(2) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all
of the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.6(h) hereof.



          (3)      Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a
Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements
of Section 2.6(b)(2) above and the Registrar receives the following:


26






 





               (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.



          (4)      Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note. A beneficial
interest in any Restricted Global Note may be exchanged by any holder thereof
for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.6(b)(2) above and:



               (A)     such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and Section 2.6(f) hereof,
and the holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Company;



               (B)     such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement and a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(c) thereof, is delivered by the transferor;



               (C)     such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement and a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof, is delivered by the
transferor; 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 in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof; or (2) if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; and, in each such case set forth in this subparagraph (D), an
Opinion of Counsel in form, and from legal counsel, reasonably acceptable to
the Registrar and the Company to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.



          If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 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


27






 





transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.


          (c)      Transfer and Exchange of Beneficial Interests for Definitive Notes.
Transfer and exchange of beneficial interests in the Global Notes for
Definitive Notes shall be made subject to compliance with this Section 2.6(c),
and the requesting Holder shall provide any certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.6(c). Any Definitive Note issued in exchange for a beneficial
interest in a Global Note pursuant to this Section 2.6(c) shall be registered
in such name or names and in such authorized denomination or denominations as
the Holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Notes to the Persons in whose names
such Definitive Notes are so registered.



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



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



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



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



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



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



the Trustee shall cause the aggregate principal amount of the Restricted Global
Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the
Company shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.2, the Trustee shall authenticate and deliver to the Person
designated in the instructions a Restricted Definitive Note, in the appropriate
principal amount.


28






 


Any Restricted Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.6(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.


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



               (A)     such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and Section 2.6(f) hereof,
and the holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;



               (B)     such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement and a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(c) thereof, is delivered by the transferor;



               (C)     such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement and a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof, is delivered by the
transferor; 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 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 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), an Opinion of Counsel in form, and
from legal counsel, reasonably acceptable to the Registrar and the Company to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.



          Upon receipt of such applicable documentation, the Trustee shall cause the
aggregate principal amount of the Restricted Global Note to be reduced
accordingly pursuant to Section 2.6(h) hereof, and the Company shall execute
and, upon receipt of an Authentication Order pursuant to Section 2.2, the
Trustee shall authenticate and deliver to the Person designated in the
instructions an Unrestricted Definitive Note, in the appropriate principal
amount.



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



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


29






 





interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then such holder shall satisfy the applicable
conditions set forth in Section 2.6(b)(2) hereof. Upon receipt of such
applicable documentation, the Trustee shall cause the aggregate principal
amount of the Unrestricted Global Note to be reduced accordingly pursuant to
Section 2.6(h) hereof, and the Company shall execute and, upon receipt of an
Authentication Order pursuant to Section 2.2, the Trustee shall authenticate
and deliver to the Person designated in the instructions an Unrestricted
Definitive Note, in the appropriate principal amount. Any Unrestricted
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.6(c)(3) shall not bear the Private Placement Legend.


          (d)      Transfer and Exchange of Definitive Notes for Beneficial Interests.
Transfer and exchange of Definitive Notes for beneficial interests in the
Global Notes shall be made subject to compliance with this Section 2.6(d), and
the requesting Holder shall provide any certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.6(d). Upon receipt from such Holder of such applicable
documentation and the surrender to the Registrar of 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, the Registrar shall register the transfer or
exchange of the Definitive Notes. The Trustee shall cancel such Definitive
Notes so surrendered and cause the aggregate principal amount of the applicable
Restricted Global Note or Unrestricted Global Note, as applicable, to be
increased accordingly pursuant to Section 2.6(h) hereof.



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



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



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



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



               (D)     if such Restricted Definitive Note is being transferred to an
Institutional Accredited Investor in accordance with Regulation D under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(d) thereof;



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


30






 





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



               (A)     such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and Section 2.6(f) hereof,
and the Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1)
a Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company;



               (B)     such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement and a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(c) thereof, is delivered by the transferor;



               (C)     such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement and a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof, is delivered by the
transferor; or



               (D)     the Registrar receives the following: (1) if the Holder of such
Restricted Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (1)(c) thereof;
or (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 a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; and, in each such case set forth in this subparagraph (D), an
Opinion of Counsel in form, and from legal counsel, reasonably acceptable to
the Registrar and the Company to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.



          (3)      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.



          If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) of this
Section 2.6(d) at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 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 2.6(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to


31






 





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. The Trustee shall cancel any such Definitive Notes so surrendered,
and the Company shall execute and, upon receipt of an Authentication Order
pursuant to Section 2.2, the Trustee shall authenticate and deliver to the
Person designated in the instructions a Restricted Definitive Note or an
Unrestricted Definitive Note, as applicable, in the appropriate principal
amount. Any Definitive Note issued pursuant to this Section 2.6(e) shall be
registered in such name or names and in such authorized denomination or
denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Definitive Notes are so registered. In addition,
the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions
of this Section 2.6(e).


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



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



               (B)     if 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;



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



               (D)     if such beneficial interest is being transferred to the Company or any
of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof, must be delivered by the
transferor.



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



               (A)     such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and Section 2.6(f) hereof,
and the Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1)
a Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company;

32






 




                (B)     any such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement and a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;



               (C)     any such transfer is effected by a Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement and a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof, is delivered by the
transferor; or



               (D)     the Registrar receives the following: (1) if the Holder of such
Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such Holder 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 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), an Opinion of Counsel in form, and
from legal counsel, reasonably acceptable to the Registrar and the Company to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.



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



          (f)
     Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2 and an
Opinion of Counsel for the Company as to certain matters discussed in this
Section 2.6(f), the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the sum of (A) the
principal amount of the beneficial interests in the Restricted Global Notes
exchanged or transferred for beneficial interests in Unrestricted Global Notes
in connection with the Exchange Offer pursuant to Section 2.6(b)(4) and (B) the
principal amount of Restricted Definitive Notes exchanged or transferred for
beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(d)(2), in each case tendered for
acceptance by Persons that certify in the applicable Letters of Transmittal
that (x) they are not Broker-Dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Company, and accepted for exchange in the Exchange Offer,
and (ii) one or more Unrestricted Definitive Notes in an aggregate principal
amount equal to the sum of (A) the principal amount of the Restricted
Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in
connection with the Exchange Offer pursuant to Section 2.6(e)(2) and (B) the
principal amount of the beneficial interests in the Restricted Global Notes
exchanged or transferred for Unrestricted Definitive Notes in connection with
the Exchange Offer pursuant to Section 2.6(c)(2), in each case tendered for
acceptance by Persons that certify in the applicable Letters of Transmittal
that (x) they are not Broker-Dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Company, and accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cancel any
Definitive Notes so


33






 





surrendered and shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company
shall execute and, upon receipt of an Authentication Order pursuant to Section
2.2, the Trustee shall authenticate and deliver to the Persons designated by
the Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.


          The Opinion of Counsel for the Company referenced above shall state
substantially as follows:



               (A)     the Exchange Notes have been duly authorized and, when executed by the
Company and authenticated by the Trustee in accordance with the provisions of
this Indenture and delivered in exchange for Series A Notes in accordance with
this Indenture and the Exchange Offer, will be entitled to the benefits of this
Indenture, and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws affecting creditors’
rights (including, without limitation, the effect of statutory and other laws
regarding fraudulent conveyances, fraudulent transfers and preferential
transfers) and as may be limited by the exercise of judicial discretion and the
application of principles of equity including, without limitation, requirements
of good faith, fair dealing, conscionability and materiality (regardless of
whether the enforceability of the Exchange Notes is considered in a proceeding
in equity or at law); and



               (B)     when the Exchange Notes are issued and executed by the Company and
authenticated by the Trustee in accordance with the provisions of this
Indenture and delivered in exchange for Series A Notes in accordance with this
Indenture and the Exchange Offer, the Guarantees by the Guarantors endorsed
thereon will be entitled to the benefits of this Indenture, and will constitute
valid and binding obligations of the Guarantors, enforceable against the
Guarantors in accordance with their terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting creditors’ rights (including, without
limitation, the effect of statutory and other laws regarding fraudulent
conveyances, fraudulent transfers and preferential transfers) and as may be
limited by the exercise of judicial discretion and the application of
principles of equity including, without limitation, requirements of good faith,
fair dealing, conscionability and materiality (regardless of whether the
enforceability of the Guarantees is considered in a proceeding in equity or at
law).



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



          (1)      Private Placement Legend.



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




	 	 	“THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION



34






 





	 	 	THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT, (c) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
TO THE TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH CAN
BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (d) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED
HEREBY.”



               (B)     Notwithstanding the foregoing, any Global Note or Definitive Note
issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3),
(e)(2), (e)(3) or (f) to this Section 2.6 (and all Notes issued in exchange
therefor or substitution thereof) shall not bear the Private Placement Legend.



          (2)      Global Note Legend. To the extent required by the Depositary, each
Global Note shall bear legends in substantially the following forms:




	 	 	“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



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	 	 	THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.”
	 
	 	 	“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



          (h)      Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a Person who 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 may 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 may 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 Company shall
execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon receipt of an Authentication Order.



                (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



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exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.6, 4.13 or 4.16 hereof).


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



               (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 Company, evidencing the same Indebtedness, 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 Company shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening
of business 15 days before the day of any selection of Notes for redemption
under Section 3.2 hereof and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Note so selected
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part or (C) to register the transfer of or to exchange a Note
between an Interest Record Date and the next succeeding Interest Payment Date.



               (vi)     Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.



               (vii)     None of the Company, the Trustee, the Paying Agent or the Registrar
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of
the Global Notes or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.



               (viii)     The Trustee shall authenticate Global Notes and Definitive Notes in
accordance with the provisions of Section 2.2 hereof.



               (ix)     All certifications, certificates and Opinions of Counsel required to
be submitted to the Registrar pursuant to this Section 2.6 to effect a
registration of transfer or exchange may be submitted by facsimile.



          Notwithstanding anything herein to the contrary, as to any certifications
and certificates delivered to the Registrar pursuant to this Section 2.6, the
Registrar’s duties shall be limited to confirming that any such certifications
and certificates delivered to it are in the form of Exhibits A, B, C, D and E
attached hereto. The Registrar shall not be responsible for confirming the
truth or accuracy of representations made in any such certifications or
certificates.



Section 2.7 REPLACEMENT NOTES



          If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee and the Company receive evidence (which evidence may be from the
Trustee) to their

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satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee’s and the Company’s requirements
are met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note. Every
replacement Note is an additional obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.


Section 2.8 OUTSTANDING NOTES



          The Notes outstanding at any time are all the Notes authenticated by the
Trustee (including any Note represented by a Global Note) except for those
cancelled by it or at its direction, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.8
as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company
holds the Note. If a Note is replaced pursuant to Section 2.7 hereof, such
Note, together with the Guarantee of that particular Note endorsed thereon,
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser. If the principal
amount of any Note is considered paid under Section 4.1 hereof, it ceases to be
outstanding and interest on it ceases to accrue. If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or the 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 2.9 TREASURY NOTES



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



Section 2.10 TEMPORARY NOTES



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



Section 2.11 CANCELLATION



          The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent 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



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


Section 2.12 DEFAULTED INTEREST



          Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date plus, to the extent lawful, any
interest payable on the defaulted interest at the rate and in the manner
provided in Section 4.1 hereof and in the Note (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the
relevant Interest Record Date, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:



          (1)     The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Notes are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee and the
Paying Agent in writing of the amount of Defaulted Interest proposed to be paid
on each Note and the date of the proposed payment, and at the same time the
Company shall deposit with the Paying Agent an amount of cash equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Paying Agent for such
deposit prior to the date of the proposed payment, such cash when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this clause (1). Thereupon the Paying Agent shall fix
a “Special Record Date” for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Paying
Agent of the notice of the proposed payment. The Paying Agent shall promptly
notify the Company and the Trustee of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at its address as it appears in the
Note register maintained by the Registrar not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the persons in whose names the Notes (or
their respective predecessor Notes) are registered on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).



          (2)     The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee and the
Paying Agent of the proposed payment pursuant to this clause, such manner shall
be deemed practicable by the Trustee and the Paying Agent.



          Subject to the foregoing provisions of this Section 2.12, 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.

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Section 2.13 CUSIP NUMBERS



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



Section 2.14 ISSUANCE OF ADDITIONAL NOTES



          The Company may, subject to Section 4.7 hereof and applicable law, issue
Additional Notes under this Indenture. The Notes issued on the Issue Date and
any additional Notes subsequently issued shall be treated as a single class for
all purposes under this Indenture.



ARTICLE III

REDEMPTION



Section 3.1 NOTICES TO TRUSTEE



          If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least 30
days (unless a shorter period is acceptable to the Trustee) but not more than
60 days (unless a longer period is acceptable to the Trustee) before a
Redemption Date, an Officers’ Certificate setting forth (i) the clause of this
Indenture pursuant to which the redemption shall occur, (ii) the Redemption
Date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price.



Section 3.2 SELECTION OF NOTES TO BE REDEEMED



          If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes or portions thereof to be redeemed among the Holders of
the Notes in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not so listed, on a pro rata basis, by lot or in accordance with any other
method the Trustee considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed 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.



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



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Section 3.3 NOTICE OF REDEMPTION



          Subject to the provisions of Section 3.7 hereof, at least 30 days but not
more than 60 days before a Redemption Date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.



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



          (a)     the Redemption Date;



          (b)     the redemption price;



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



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



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



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



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



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



          At the Company’s request, the Trustee shall give the notice of redemption
in the Company’s name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the Redemption
Date (unless a shorter period shall be acceptable to the Trustee), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.



          Failure to send such notice in the manner herein provided to the Holder of
any particular Note designated for redemption as a whole or in part, or any
defect in the notice to such Holder, shall not affect the validity of the
proceedings for the redemption of any other Notes or portions thereof.



Section 3.4 EFFECT OF NOTICE OF REDEMPTION



          Once notice of redemption is mailed in accordance with Section 3.3 hereof,
Notes called for redemption become irrevocably due and payable on the
Redemption Date at the redemption price. A notice of redemption may not be
conditional.



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Section 3.5 DEPOSIT OF REDEMPTION PRICE



          On or prior to the Redemption Date, the Company shall deposit with the
Trustee or with the Paying Agent immediately available funds sufficient to pay
the redemption price of and accrued and unpaid interest (and Liquidated
Damages, if any) on all Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary
to pay the redemption price of, and accrued and unpaid interest (and Liquidated
Damages, if any) on, all Notes to be redeemed.



          If the Company complies with the provisions of the preceding paragraph, on
and after the Redemption Date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an Interest Record Date but on or prior to the related Interest Payment Date,
then any accrued and unpaid interest (and Liquidated Damages, if any) shall be
paid to the Person in whose name such Note was registered at the close of
business on such Interest Record Date. If any Note called for redemption shall
not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the Redemption Date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.1 hereof.



Section 3.6 NOTES REDEEMED IN PART



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



Section 3.7 OPTIONAL REDEMPTION



          (a)     Except as set forth in clause (b) of this Section 3.7, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.7
prior to July 15, 2007. The Notes shall be redeemable for cash at the option
of the Company, in whole or in part, at any time on or after July 15, 2007,
upon not less than 30 days nor more than 60 days prior notice mailed by first
class mail to each Holder at its last registered address, at the following
redemption prices (expressed as percentages of the principal amount) if
redeemed during the 12-month period commencing July 15 of the years indicated
below, in each case, together with accrued and unpaid interest (and Liquidated
Damages, if any) thereon, to the date of redemption of the Notes (the
“Redemption Date”) (subject to the right of Holders of record on an Interest
Record Date to receive the corresponding interest due (and the corresponding
Liquidated Damages, if any) on the corresponding Interest Payment Date that is
on or prior to such Redemption Date):




	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2007
	 	 	104.500	%
	2008
	 	 	102.250	%
	2009 and thereafter
	 	 	100.000	%



          (b)     Notwithstanding the provisions of clause (a) of this Section 3.7, at
any time or from time to time prior to July 15, 2006, upon a Public Equity
Offering of the Company’s common stock for cash, up to 35% of the aggregate
principal amount of the Notes issued pursuant



42






 



to this Indenture (only as necessary to avoid any duplication, excluding
any replacement Notes) may be redeemed at the Company’s option within 90 days
of the closing of any such Public Equity Offering, on not less than 30 days,
but not more than 60 days, notice to each Holder of the Notes to be redeemed,
with cash received by the Company from the Net Cash Proceeds of such Public
Equity Offering, at a redemption price equal to 109.000% of the principal
amount of the Notes (or portion thereof) to be redeemed, together with accrued
and unpaid interest (and Liquidated Damages, if any) thereon, to the Redemption
Date (subject to the right of Holders of record on an Interest Record Date to
receive the corresponding interest due (and the corresponding Liquidated
Damages, if any) on the corresponding Interest Payment Date that is on or prior
to such Redemption Date); provided, however, that immediately following such
redemption not less than 65% of the aggregate principal amount of the Notes
originally issued pursuant to this Indenture on the Issue Date remain
outstanding (only as necessary to avoid any duplication, excluding any
replacement Notes).


          (c)     Any redemption pursuant to this Section 3.7 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 hereof.


Section 3.8 NO MANDATORY REDEMPTION



          The Company shall not be required to make mandatory redemption payments
with respect to the Notes (however, the Company is required to offer to
repurchase Notes in accordance with the provisions of Sections 4.12 and 4.14
below). The Notes shall not have the benefit of any sinking fund.



ARTICLE IV

COVENANTS



Section 4.1 PAYMENT OF NOTES



          The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest and Liquidated Damages, if any,
shall be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 12:00 noon Eastern time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest and Liquidated Damages, if any, then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement and herein.



          The Company shall pay interest (including Accrued Bankruptcy Interest in
any proceeding under any Bankruptcy Law) on overdue principal at the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace period) at the same rate to the
extent lawful.



Section 4.2 MAINTENANCE OF OFFICE OR AGENCY



          The Company and the Guarantors shall maintain in the Borough of Manhattan,
The City of New York, an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of


43






 





transfer or for exchange and where notices and demands to or upon the
Company and the Guarantors in respect of the Notes and this Indenture may be
served. The Company and the Guarantors shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company and the Guarantors 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 Company and the Guarantors 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 additional
designations; provided that no such designation or rescission shall in any
manner relieve the Company and the Guarantors of their obligation to maintain
an office or agency in the Borough of Manhattan, The City of New York. The
Company and the Guarantors shall give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any
such other office or agency.



          The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.3 hereof.



Section 4.3 SEC REPORTS AND REPORTS TO HOLDERS



          Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company will deliver to the
Trustee and to each Holder of Notes, within 15 days after the Company is or
would have been (if the Company was subject to such reporting obligations)
required to file such with the SEC, (i) annual and quarterly financial
statements substantially equivalent to financial statements that would have
been included in reports on Forms 10-K or 10-Q (including, with respect to
annual information only, a report thereon by the Company’s certified
independent public accountants as such would be required in such reports to the
SEC, and, in each case, together with a management’s discussion and analysis of
financial condition and results of operations which would be so required) and
(ii) all information that would have been included in current reports on Form
8-K filed with the SEC, if the Company were subject to the requirements of
Section 13 or 15(d) of the Exchange Act, and, unless the SEC will not accept
such reports, file with the SEC the annual, quarterly and other reports which
it is or would have been required to file with the SEC. In addition, the
Company and the Guarantors agree that, prior to consummation of the Exchange
Offer, they will make available to the holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.



Section 4.4 COMPLIANCE CERTIFICATE



          (a)     The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company and its Subsidiaries have kept, observed,
performed and fulfilled their obligations under this Indenture (without regard
to any period of grace or requirement of notice), and further stating, as to
each such Officer signing such certificate, that to his or her knowledge the
Company and its Subsidiaries are not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred and be continuing,
describing all such Defaults

44






 





or Events of Default of which he or she may have knowledge and what action
the Company is taking or proposes to take with respect thereto) and that to his
or her knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest, if any, on the Notes
is prohibited or if such event has occurred, a description of the event and
what action the Company is taking or proposes to take with respect thereto.
The Company shall provide the Trustee with timely written notice of any change
in its fiscal year end, which is currently December 31.


          (b)     The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, within three Business Days of any Officer becoming
aware of any Default or Event of Default, an Officers’ Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.



Section 4.5 TAXES



          The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment would not have a material adverse
effect on the ability of the Company and the Guarantors to satisfy their
obligations under the Notes, the Guarantees and this Indenture.



Section 4.6 STAY, EXTENSION AND USURY LAWS



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



Section 4.7 LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND
DISQUALIFIED CAPITAL STOCK


          Except as set forth in this Section 4.7, the Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, issue, assume,
guaranty, incur, become directly or indirectly liable with respect to
(including as a result of an Acquisition), or otherwise become responsible for,
contingently or otherwise (individually and collectively, to “incur” or, as
appropriate, an “incurrence”), any Indebtedness (including Disqualified Capital
Stock and Acquired Indebtedness), other than Permitted Indebtedness.



          Notwithstanding the foregoing, if:



          (1)     no Default or Event of Default shall have occurred and be continuing
at the time of, or would occur after giving effect on a pro forma basis to,
such incurrence of Indebtedness; and



          (2)     on the date of such incurrence (the “Incurrence Date”), the Company’s
Interest Coverage Ratio for the Reference Period immediately preceding the
Incurrence Date, after giving effect on a pro forma basis to such incurrence of
such Indebtedness and, to the extent

45






 





set forth in the definition of Interest Coverage Ratio, the use of
proceeds thereof, would be at least 2.0 to 1.0 (the “Debt Incurrence Ratio”);


then the Company and the Guarantors may incur such Indebtedness (including
Disqualified Capital Stock and Acquired Indebtedness).


          Indebtedness (including Disqualified Capital Stock) of any Person which is
outstanding at the time such Person becomes one of the Company’s Subsidiaries
(including upon designation of any Person as a Subsidiary) or is merged with or
into or consolidated with the Company or one of its Subsidiaries shall be
deemed to have been incurred at the time such Person becomes or is designated
one of the Company’s Subsidiaries or is merged with or into or consolidated
with the Company or one of its Subsidiaries, as applicable.



          Notwithstanding any other provision of this Section 4.7, but only to avoid
duplication, a guarantee by a Guarantor of the Company’s Indebtedness or of the
Indebtedness of another Guarantor incurred in accordance with the terms of this
Indenture (other than guarantees with respect to Indebtedness incurred pursuant
to clause (b) of the definition of Permitted Indebtedness) made at the time
such Indebtedness was incurred or, if later, at the time the guarantor thereof
became a Guarantor will not constitute a separate incurrence, or amount
outstanding, of Indebtedness. Upon each incurrence, the Company may designate
pursuant to which provision of this Section 4.7 (including which portion of the
definition of Permitted Indebtedness) such Indebtedness is being incurred and
the Company may subdivide an amount of Indebtedness and such Indebtedness shall
not be deemed to have been incurred or outstanding under any other provision of
this Section 4.7 (or other portion of the definition of Permitted Indebtedness)
(except that all Indebtedness outstanding under the Credit Agreement on the
original Issue Date shall be deemed to have been incurred pursuant to clause
(f) of the definition of Permitted Indebtedness and all Indebtedness under the
Notes, the Guarantees and this Indenture shall be deemed to have been incurred
pursuant to clause (a) of the definition of Permitted Indebtedness).



Section 4.8 LIMITATION ON LIENS



          The Company shall not and shall not permit any of its Subsidiaries to,
create, incur, assume or suffer to exist any Lien of any kind securing
Indebtedness, other than Permitted Liens, upon any of their respective assets
(including, without limitation, all real, tangible or intangible property) now
owned or acquired on or after the date of this Indenture or upon any income or
profits therefrom or convey any right to receive income therefrom unless the
Company provides, and causes its Subsidiaries to provide, concurrently
therewith, that the Notes and the applicable Guarantees are equally and ratably
so secured; provided that if such Indebtedness is Subordinated Indebtedness,
the Lien securing such Subordinated Indebtedness shall be contractually
subordinate and junior to the Lien securing the Notes (and any related
applicable Guarantees) with the same relative priority as such Subordinated
Indebtedness shall have with respect to the Notes (and any related applicable
Guarantees) and provided, further, that this clause shall not be applicable to
any Liens securing any such Indebtedness which became the Company’s
Indebtedness pursuant to a transaction subject to Section 5.1 or which
constitutes Acquired Indebtedness and which in either case were in existence at
the time of such transaction (unless such Indebtedness was incurred or such
Lien created in connection with or in contemplation of, such transaction), so
long as such Liens do not extend to or cover any of the Company’s property or
assets or any property or assets of any of the Company’s Subsidiaries other
than property or assets acquired in such transaction.

46






 





Section 4.9 LIMITATION ON RESTRICTED PAYMENTS



          The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make any Restricted Payment if, after giving effect to
such Restricted Payment on a pro forma basis:



          (1)     a Default or an Event of Default shall have occurred and be
continuing;



          (2)     the Company is not permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt Incurrence Ratio in Section 4.7 hereof; and



          (3)     the aggregate amount of all Restricted Payments made by the Company
and its Subsidiaries, on and after the Issue Date, would exceed, without
duplication, the sum of:



	 	 
	 	     (a)     50% of the Company’s aggregate Consolidated Net Income
for the period (taken as one accounting period), commencing on the
first day of the fiscal quarter in which the Issue Date occurs, to
and including the last day of the fiscal quarter ended immediately
prior to the date of each such calculation for which the Company’s
consolidated financial statements are required to be delivered to
the Trustee or, if sooner, filed with the SEC (or, in the event
Consolidated Net Income for such period is a deficit, then minus
100% of such deficit), plus
	 
	 	     (b)     100% of the aggregate Net Cash Proceeds received by the
Company from the issuance or sale of the Company’s Qualified
Capital Stock, (other than (i) to one of the Company’s
Subsidiaries, (ii) to the extent applied in connection with a
Qualified Exchange or, to avoid duplication, otherwise given
credit for in any provision of this or the following paragraph or
(iii) used as consideration to make a Permitted Investment), after
the Issue Date, plus
	 
	 	     (c)     except in each case, in order to avoid duplication, to
the extent any such payment or proceeds have been included in the
calculation of Consolidated Net Income, an amount equal to the net
reduction in Investments (other than returns of or from Permitted
Investments) in any Person (including an Unrestricted Subsidiary)
resulting from cash distributions on or cash repayments of any
Investments, including payments of interest on Indebtedness,
dividends, repayments of loans or advances, or other distributions
or other transfers of assets, in each case to the Company or any
Subsidiary or from the Net Cash Proceeds from the sale of any such
Investment or from redesignations of Unrestricted Subsidiaries as
Subsidiaries (valued in each case as provided in the definition of
“Investments”), not to exceed, in each case, the amount of
Investments previously made by the Company or any Subsidiary in
such Person, including, if applicable, such Unrestricted
Subsidiary, less the cost of disposition.



            The foregoing clauses (2) and (3) of the immediately preceding paragraph
of this Section 4.9, however, shall not prohibit:




		
	 	     (w)     repurchases, redemptions, or other retirements or acquisitions
of Capital Stock from the Company’s employees, directors or managers (or
their heirs or estates) or employees, directors or managers (or their
heirs or estates) of the Company’s Subsidiaries upon the death,
disability or termination of employment or pursuant to the terms of any



47






 







		
	 	subscription, stockholder or other agreement or plan approved by the
Company’s Board of Directors in an aggregate amount pursuant to this
clause (w) to all employees, directors or managers (or their heirs or
estates) not to exceed (i) $500,000 per year on and after the Issue
Date, or (ii) $2,000,000 in the aggregate pursuant to this clause (w);
provided that the Company’s purchase of shares of its common stock from
employees to pay for income tax obligations which arise in connection
with the vesting of restricted stock awards shall not count for purposes
of the limits contained in clauses (i) and (ii) hereof.



The foregoing clauses (1), (2) and (3) of the immediately preceding paragraph
of this Section 4.9 shall not prohibit:



		
	 	     (x)     any dividend, distribution or other payment by any of the
Company’s Subsidiaries on the Company’s Equity Interests that is paid pro
rata to all holders of such Equity Interests;
	 
	 	     (y)     a Qualified Exchange; or
	 
	 	     (z)     the payment of any dividend on Qualified Capital Stock within 60
days after the date of its declaration if such dividend could have been
made on the date of such declaration in compliance with the foregoing
provisions.



          The full amount of any Restricted Payment made pursuant to the foregoing
clauses (w), (x) and (z) (but not pursuant to clause (y)) of the immediately
preceding sentence, however, shall be counted as Restricted Payments made for
purposes of the calculation of the aggregate amount of Restricted Payments
available to be made referred to in clause (3) of the first paragraph of this
Section 4.9.



          For purposes of this Section 4.9, the amount of any Restricted Payment
made or returned, if other than in cash, shall be the fair market value
thereof, as determined in the good faith reasonable judgment of the Company’s
Board of Directors, at the time made or returned, as applicable. Additionally,
within 10 Business Days of each Restricted Payment in excess of $500,000 that
is not a Restricted Investment, the Company shall deliver an Officers’
Certificate to the Trustee describing in reasonable detail the nature of such
Restricted Payment, stating the amount of such Restricted Payment, stating in
reasonable detail the provisions of this Indenture pursuant to which such
Restricted Payment was made and certifying that such Restricted Payment was
made in compliance with the terms of this Indenture.



Section 4.10 LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES


          The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, assume or suffer to exist any consensual
restriction on the ability of any of their Subsidiaries to pay dividends or
make other distributions to or on behalf of, or to pay any obligation to or on
behalf of, or otherwise to transfer assets or property to or on behalf of, or
make or pay loans or advances to or on behalf of, the Company or any of its
Subsidiaries, except:



          (1)     restrictions imposed by the Notes, the Guarantees or this Indenture or
by the Company’s other Indebtedness (which may also be guaranteed by the
Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable;
provided, that such restrictions are no


48






 





more restrictive in any material respect than those imposed by this
Indenture, the Guarantees and the Notes;


          (2)     restrictions imposed by applicable law;



          (3)     existing restrictions as of the Issue Date, including those under
Existing Indebtedness;



          (4)     restrictions under any Acquired Indebtedness or Capital Stock of a
Person acquired by the Company or any Subsidiary not incurred in violation of
this Indenture or any agreement relating to any property, asset, or business
acquired by the Company, or any of its Subsidiaries, which restrictions, in
each case, existed at the time of acquisition, were not put in place in
connection with or in anticipation of such acquisition and are not applicable
to any Person, other than the Person acquired, or to any property, asset or
business, other than the property, assets and business so acquired;



          (5)     any restriction imposed by Indebtedness incurred under the Credit
Agreement pursuant to clause (f) of the definition of “Permitted Indebtedness;”
provided, that such restriction or requirement is no more restrictive in any
material respect than that imposed by the Credit Agreement on the Issue Date;



          (6)     restrictions with respect solely to any of the Company’s Subsidiaries
imposed pursuant to a binding agreement which has been entered into for the
sale or disposition of all of the Equity Interests or assets of such
Subsidiary; provided, that such restrictions apply solely to the Equity
Interests or assets of such Subsidiary which are being sold;



          (7)     restrictions on transfer contained in Purchase Money Indebtedness
incurred pursuant to Section 4.7 hereof or clause (g) of the definition of
“Permitted Indebtedness;” provided, that such restrictions relate only to the
transfer of the property acquired, constructed, installed, improved or leased
with the proceeds of such Purchase Money Indebtedness;



          (8)     in connection with and pursuant to permitted refinancings, the
replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7)
or this clause (8) of this paragraph that are not more restrictive in any
material respect than those being replaced and do not apply to any other Person
or assets than those that would have been covered by the restrictions in the
Indebtedness so refinanced; and



          (9)     any other customary provisions arising or agreed to in the ordinary
course of business consistent with past practice, not relating to Indebtedness
or Capital Stock, that do not individually or in the aggregate detract from the
value of the assets of the Company or any Guarantor.



          Notwithstanding the foregoing, (a) leases, licenses or contracts entered
into in the ordinary course of business, consistent with industry practice may
be subject to customary restrictions on subletting or assignment, and (b) any
asset subject to a Lien which is not prohibited to exist with respect to such
asset pursuant to the terms of this Indenture, may be subject to customary
restrictions on the transfer or disposition thereof pursuant to such Lien.



          Nothing contained in this Section 4.10 shall prevent the Company or any
Subsidiary from creating, incurring, assuming or suffering to exist any Lien
otherwise permitted pursuant to Section 4.8 hereof.




49










 



Section 4.11 LIMITATION ON TRANSACTIONS WITH AFFILIATES


          Neither the Company nor any of its Subsidiaries shall be permitted on or
after the Issue Date to enter into any contract, agreement, arrangement or
transaction with any Affiliate (an “Affiliate Transaction”), or any series of
related Affiliate Transactions (other than Exempted Affiliate Transactions and
transactions subject to written agreements to which the Company or any
Subsidiary is a party as of the Issue Date), unless (1) it is determined that
the terms of such Affiliate Transaction are fair and reasonable to the Company,
and no less favorable to the Company than could have been obtained in an arm’s
length transaction with a non-Affiliate, and (2) if involving consideration to
either party of $5,000,000 or more, such Affiliate Transaction(s) has been
approved by a majority of the members of the Company’s Board of Directors that
are disinterested in such transaction, and (3) if involving consideration to
either party of $10,000,000 or more (or if no members of the Board of Directors
of the Company are disinterested in such transaction), the Company and/or its
applicable Subsidiaries, prior to the consummation thereof, obtain a written
favorable opinion as to the fairness of such transaction to the Company from a
financial point of view from an independent investment banking firm of national
reputation in the United States or, if pertaining to a matter for which such
investment banking firms do not customarily render such opinions, an appraisal
or valuation firm of national reputation in the United States.



Section 4.12 LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK


          (a) The Company shall not, and shall not permit any of the Company’s
Subsidiaries to, in one or a series of related transactions, convey, sell,
transfer, assign or otherwise dispose of, directly or indirectly, any of their
property, business or assets, including by merger or consolidation (in the case
of a Subsidiary of the Company), and including any sale or other transfer or
issuance (but not an issuance, in the case of an Unrestricted Subsidiary) of
any Equity Interests of any of the Company’s Subsidiaries or Unrestricted
Subsidiaries, whether by the Company or one of its Subsidiaries and including
any sale-leaseback transaction (any of the foregoing, an “Asset Sale”), unless,
with respect to any Asset Sale or related series of Asset Sales involving
securities, property or assets with an aggregate fair market value in excess of
$5,000,000 (an Asset Sale (including a series of related Asset Sales) of less
than $5,000,000 shall not be subject to this Section 4.12), (a) at least 75%
(or 50%, in the case of the sale of the Transportation Management System
business of the Company) of the total consideration for such Asset Sale or
series of related Asset Sales consists of cash or Cash Equivalents, and (b) the
Company’s Board of Directors determines in good faith that the Company will be
receiving or such Subsidiary will be receiving, as applicable, fair market
value for such Asset Sale. Solely for purposes of the preceding sentence,
“cash and Cash Equivalents” shall include (i) any of the Company’s or the
Company’s Subsidiaries liabilities (as shown on the Company’s or the Company’s
Subsidiaries’ most recent balance sheet) other than (x) Indebtedness under the
Company’s Credit Agreement, (y) contingent liabilities and (z) liabilities that
are by their terms subordinated to the Notes or any Guarantee assumed by the
purchaser; provided, that, in each case, the Company and its Subsidiaries are
fully released from obligations in connection therewith, (ii) assets for use in
a Related Business or Equity Interests of a Person that becomes a Subsidiary
which is primarily engaged in a Related Business, (iii) Indebtedness incurred
under the Credit Agreement that is assumed by a transferee; provided that the
Company and its Subsidiaries are fully released from obligations in connection
with the amounts assumed and the assumed Indebtedness permanently reduced the
Indebtedness under the Credit Agreement (and in the case of a revolver or
similar arrangement that makes credit available, such commitment is
permanently reduced by such amount) provided further, that if Indebtedness
under the Credit Agreement in the form of letters of credit are assumed by the
purchaser in connection with the



50






 





sale of the Transportation Management Systems
business of the Company, and the Company and the Company’s Subsidiaries are
fully released from obligations in connection with such letters of credit, then
the Credit Agreement need not be permanently reduced by the amount of such
assumed letters of credit, and (iv) property that within 30 days of such Asset
Sale is converted into cash or Cash Equivalents; provided, that such cash and
Cash Equivalents shall be treated as Net Cash Proceeds attributable to the
original Asset Sale for which such property was received.


          (b) Within 365 days following such Asset Sale, Net Cash Proceeds therefrom
(the “Asset Sale Amount”) shall be:



          (1) used (i) to retire Purchase Money Indebtedness secured by the asset
which was the subject of the Asset Sale; or (ii) to retire and permanently
reduce Indebtedness incurred under the Credit Agreement; provided, that in the
case of a revolver or similar arrangement that makes credit available, such
commitment is permanently reduced by such amount; or



          (2) used to make (i) capital expenditures or (ii) investments in assets
and property (other than notes, bonds, obligations and securities, except in
connection with the acquisition of a Person in a Related Business that becomes
a Subsidiary that, if required under this Indenture, becomes a Guarantor) which
in the good faith reasonable judgment of the Company’s Board of Directors will
immediately constitute or be a part of or useful in a Related Business of the
Company or such Subsidiary (if it continues to be a Subsidiary) immediately
following such transaction; or the Company shall, within such 365-day period,
enter into a legally binding agreement to apply such Net Cash Proceeds as
described in this clause (b) within six months after such agreement is entered
into and apply such Net Cash Proceeds in accordance with the provisions of this
clause (b); provided, that if such agreement terminates, the Company shall have
until the later of (i) 90 days after the date of such termination and (ii) 365
days after the date of the Asset Sale resulting in such Net Cash Proceeds to
effect such application.



          (c) The accumulated Net Cash Proceeds from Asset Sales and from any Event
of Loss not applied as set forth in Section 4.12(b) shall constitute “Excess
Proceeds.” Pending the final application of any Net Cash Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest or use
for general corporate purposes (other than Restricted Payments that are not
solely Restricted Investments) the Net Cash Proceeds in any manner that is not
prohibited by this Indenture.



          (d) When the Excess Proceeds equal or exceed $15,000,000, within 20
Business Days the Company shall offer to repurchase the Notes, together with
any other Indebtedness ranking on a parity with the Notes and with similar
provisions requiring the Company to make an offer to purchase such Indebtedness
with the proceeds from such Asset Sale pursuant to a cash offer (subject only
to conditions required by applicable law, if any), pro rata in proportion to
the respective principal amounts of such Indebtedness (or accreted values in
the case of Indebtedness issued with an original issue discount) and the Notes
(the “Asset Sale Offer”) at a purchase price of 100% of the principal amount
(or accreted value in the case of Indebtedness issued with an original issue
discount) (the “Asset Sale Offer Price”) together with accrued and unpaid
interest and Liquidated Damages, if any, to the date of payment. The Asset
Sale Offer shall remain open for at least 20 Business Days following its
commencement (the “Asset Sale Offer Period”).



          (e) Upon expiration of the Asset Sale Offer Period, the Company shall
apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”)
plus an amount equal to



51






 





accrued and unpaid interest and Liquidated Damages, if
any, to the purchase of all Indebtedness properly tendered in accordance with
the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is
insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer
Price (together with accrued and unpaid interest and Liquidated Damages, if
any, to the day of payment). To the extent that the aggregate amount of Notes
and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Asset Sale Offer Amount, the Company may use any remaining Net
Cash Proceeds as otherwise permitted by this Indenture. Following the
consummation of each Asset Sale Offer, the Excess Proceeds amount shall be
reset to zero.


          (f) Notwithstanding, and without complying with, the provisions of this
Section 4.12:



          (1) the Company may and its Subsidiaries may, in the ordinary course of
business, (a) convey, sell, transfer, assign or otherwise dispose of inventory
and other assets acquired and held for resale in the ordinary course of
business and (b) liquidate Cash Equivalents;



          (2) the Company may and its Subsidiaries may convey, sell, transfer,
assign or otherwise dispose of assets pursuant to and in accordance with
Section 5.1;



          (3) the Company may and its Subsidiaries may sell or dispose of damaged,
worn out or other obsolete personal property in the ordinary course of business
so long as such property is no longer necessary for the proper conduct of the
Company’s business or the business of such Subsidiary, as applicable;



          (4) the Company may and its Subsidiaries may convey, sell, transfer,
assign or otherwise dispose of assets to the Company or any of the
Subsidiaries;



          (5) the Company may and each of its Subsidiaries may surrender or waive
contract rights or may settle, release or surrender tort or other litigation
claims in the ordinary course of business or grant Liens not prohibited by this
Indenture; and



          (6) the Company may and its Subsidiaries may make Permitted Investments
(other than pursuant to clause (a) of the definition thereof) and Restricted
Investments that are not prohibited by Section 4.9 hereof.



          (g) All Net Cash Proceeds from an Event of Loss (other than the proceeds
of any business interruption insurance) shall be reinvested or used as
otherwise provided above in clauses (1) or (2) of Section 4.12(b).



          (h) Any Asset Sale Offer shall be made in compliance with all applicable
laws, rules, and regulations, including, if applicable, Regulation 14E of the
Exchange Act and the rules and regulations thereunder and all other applicable
federal and state securities laws. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.12, the Company’s compliance or the compliance of any of its Subsidiaries
with such laws and regulations shall not in and of itself cause a breach of the
Company’s obligations under this Section 4.12.



          If the payment date in connection with an Asset Sale Offer hereunder is on
or after an Interest Record Date and on or before the associated Interest
Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any,
due on such Interest Payment Date) will be



52






 





paid to the Person in whose name a
Note is registered at the close of business on such Interest Record Date.


Section 4.13 LIMITATION ON SALE-LEASEBACK TRANSACTIONS


          The Company will not, and will not permit any of its Subsidiaries to,
enter into any sale-leaseback transaction (other than a sale-leaseback
transaction between the Company and one or more Guarantors or among
Guarantors); provided that the Company and the Guarantors may enter into a
sale-leaseback transaction if:



          (1) the Company or such Guarantor could have (a) incurred Indebtedness in
an amount equal to the Attributable Indebtedness relating to such
sale-leaseback transaction under the Debt Incurrence Ratio in the second
paragraph of Section 4.7 hereof and (b) incurred a Lien to secure such
Indebtedness pursuant to Section 4.8 hereof;



          (2) the gross cash proceeds of such sale-leaseback transaction are at
least equal to the fair market value, as determined in good faith by the Board
of Directors and set forth in an Officers’ Certificate delivered to the
Trustee, of the property that is the subject of such sale-leaseback
transaction; and



          (3) the transfer of assets in such sale-leaseback transaction is permitted
by, and the Company applies the proceeds of such transaction in compliance
with, Section 4.12 hereof.



Section 4.14 REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL


          In the event that a Change of Control has occurred, each Holder of Notes
will have the right, at such Holder’s option, pursuant to an offer (subject
only to conditions required by applicable law, if any) by the Company (the
“Change of Control Offer”), to require the Company to repurchase all or any
part of such Holder’s Notes (provided, that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) at a cash price equal to 101%
of the principal amount thereof (the “Change of Control Purchase Price”), in
each case, together with accrued and unpaid interest (and Liquidated Damages,
if any) thereon, to the Change of Control Purchase Date.



          The Change of Control Offer shall be made within 30 Business Days
following a Change of Control and shall remain open for at least 20 Business
Days and not more than 30 Business Days following its commencement (the “Change
of Control Offer Period”). Upon expiration of the Change of Control Offer
Period, the Company promptly shall purchase all Notes properly tendered in
response to the Change of Control Offer.



          On or before the Change of Control Purchase Date, the Company shall:



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



          (2) deposit with the Paying Agent cash sufficient to pay the Change of
Control Purchase Price (together with accrued and unpaid interest and
Liquidated Damages, if any) of all Notes so tendered; and



53






 





          (3) deliver to the Trustee the Notes so accepted together with an
Officers’ Certificate listing the Notes or portions thereof being purchased by
the Company.



          The Paying Agent promptly will pay the Holders of Notes so accepted an
amount equal to the Change of Control Purchase Price (together with accrued and
unpaid interest and Liquidated Damages, if any) and the Trustee promptly will
authenticate and deliver to such Holders a new Note equal in principal amount
to any unpurchased portion of the Note surrendered. Any Notes not so purchased
will be delivered promptly by the Company to the Holder thereof. The Company
publicly will announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Purchase Date.



          Any Change of Control Offer will be made in compliance with all applicable
laws, rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable federal and
state securities laws. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.14, the
Company’s compliance with such laws and regulations shall not in and of itself
cause a breach of its obligations under this Section 4.14.



          If the Change of Control Purchase Date is on or after an Interest Record
Date and on or before the associated Interest Payment Date, any accrued and
unpaid interest (and Liquidated Damages, if any) due on such Interest Payment
Date will be paid to the Person in whose name a Note is registered at the close
of business on such Interest Record Date.



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



Section 4.15 SUBSIDIARY GUARANTORS


          All of the Company’s present and future domestic Subsidiaries (other than
the Non-Guarantor Subsidiaries unless and until the revenue of the
Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the revenue of the
Company and its Consolidated Subsidiaries, or the book value of the assets of
the Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the book value
of the assets of the Company and its Consolidated Subsidiaries) jointly and
severally will guaranty all principal, premium, if any, and interest on the
Notes on a senior basis and deliver to the Trustee an opinion of counsel that
such guaranty has been duly authorized, executed and delivered if (1) any of
the Company’s Subsidiaries that is not a Guarantor guarantees any of the
Company’s other Indebtedness or any other Indebtedness of any Subsidiary, or
the Company or any of the Company’s Subsidiaries, individually or collectively,
pledges more than 65% of the Voting Equity Interests of any Subsidiary that is
not a Guarantor to a lender to secure the Company’s Indebtedness or any
Indebtedness of any Subsidiary or (2) any individual domestic Subsidiary has
revenue that, in the aggregate, exceeds 1% of the revenue of the Company and
its Consolidated Subsidiaries, taken as a whole, or the book value of the
assets of any individual domestic Subsidiary, in the aggregate, exceeds 1% of
the book value of the assets of the Company and its Consolidated Subsidiaries,
taken as a whole).



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Section 4.16 LIMITATION ON STATUS AS INVESTMENT COMPANY


          The Company and its Subsidiaries shall be prohibited from being required
to register as an “investment company” (as that term is defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”)), or
from otherwise becoming subject to regulation under the Investment Company Act.



Section 4.17 MAINTENANCE OF PROPERTIES AND INSURANCE


          The Company and the Guarantors shall cause all material properties used or
useful to the conduct of their business and the business of each of their
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in their reasonable
judgment may be necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.17 shall prevent the Company or any Guarantor from
discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a) (i) in the
judgment of the Board of Directors of the Company, desirable in the conduct of
the business of such entity and (ii) would not have a material adverse effect
on the ability of the Company and the Guarantors to satisfy their obligations
under the Notes, the Guarantees and this Indenture, or, to the extent
applicable, (b) as otherwise permitted under Section 4.12 hereof.



          The Company and Guarantors shall maintain, or cause to be maintained, for
themselves and each of their Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Board of Directors of the Company is adequate and
appropriate for the conduct of the business of the Company, the Guarantors and
such Subsidiaries.



Section 4.18 CORPORATE EXISTENCE


          Subject to Article V hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof would not have a material adverse
effect on the ability of the Company and the Guarantors to satisfy their
obligations under the Notes, the Guarantees and this Indenture.



ARTICLE V

SUCCESSORS



Section 5.1 MERGER, CONSOLIDATION OR SALE OF ASSETS


          The Company will not consolidate with or merge with or into another Person
or, directly or indirectly, sell, lease, convey or transfer all or
substantially all of its assets (such



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amounts to be computed on a consolidated basis), whether in a single
transaction or a series of related transactions, to another Person or group of
affiliated Persons unless:


          (1) either (a) the Company is the continuing entity or (b) the resulting,
surviving or transferee entity is a corporation organized under the laws of the
United States, any state thereof or the District of Columbia and expressly
assumes by supplemental indenture all of the Company’s Obligations in
connection with the Notes and this Indenture;



          (2) no Default or Event of Default shall exist or shall occur immediately
after giving effect on a pro forma basis to such transaction;



          (3) unless such transaction is solely the merger of the Company and one of
the Company’s Wholly Owned Subsidiaries in a transaction which is not for the
purpose of evading this provision and not in connection with any other
transaction, immediately after giving effect to such transaction on a pro forma
basis, the Consolidated Net Worth of the consolidated, resulting, surviving or
transferee entity is at least equal to the Consolidated Net Worth of the
Company immediately prior to such transaction;



          (4) unless such transaction is solely the merger of the Company and one of
the Company’s Wholly Owned Subsidiaries in a transaction which is not for the
purpose of evading this provision and not in connection with any other
transaction, immediately after giving effect to such transaction on a pro forma
basis, the consolidated, resulting, surviving or transferee entity would
immediately thereafter be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.7
herein; and



          (5) each Guarantor, shall have, if required by the terms of this
Indenture, confirmed in writing that its Guarantee shall apply to the
obligations of the Company or the surviving entity in accordance with the Notes
and this Indenture.



Section 5.2 SUCCESSOR CORPORATION SUBSTITUTED


          Upon any consolidation or merger in accordance with Section 5.1 hereof,
the successor corporation formed by such consolidation or into which the
Company is merged shall succeed to and (except in the case of a lease or any
transfer of all or substantially all of the Company’s assets) be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor corporation had been named
therein as the Company.



          For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, the Company’s interest in which constitutes all or
substantially all of the Company’s properties and assets shall be deemed to be
the transfer of all or substantially all of the Company’s properties and
assets.



ARTICLE VI

DEFAULTS AND REMEDIES



Section 6.1 EVENTS OF DEFAULT


          “Event of Default,” wherever used herein, means any one of the following
events:



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          (a) the failure of the Company to pay any installment of interest (or
Liquidated Damages, if any) on the Notes as and when the same becomes due and
payable and the continuance of any such failure for 30 days;



          (b) the failure of the Company to pay all or any part of the principal, or
premium, if any, on the Notes when and as the same becomes due and payable at
maturity, redemption, by acceleration or otherwise, including, without
limitation, payment of the Change of Control Purchase Price or the Asset Sale
Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a
Change of Control Offer or Asset Sale Offer, as applicable;



          (c) the failure of the Company or the failure by any of the Guarantors to
observe or perform any other covenant or agreement contained in the Notes or
this Indenture and, except for Sections 4.12 and 4.14 and Article V hereof,
which failure continues for a period of 30 days after written notice is given
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Notes outstanding;



          (d) a default occurs and is continuing (after giving effect to any
waivers, amendments, applicable grace periods or any extension of any maturity
date) under the Indebtedness of the Company or the Indebtedness of any the
Company’s Subsidiaries with an aggregate amount outstanding in excess of
$10,000,000 (i) resulting from the failure to pay principal of or interest on
such Indebtedness; or (ii) if as a result of such default, the maturity of such
Indebtedness has been accelerated prior to its stated maturity;



          (e) final nonappealable unsatisfied judgments not covered by insurance
aggregating in excess of $10,000,000, at any one time rendered against the
Company or any of its Subsidiaries and not stayed, bonded or discharged within
60 days;



          (f) any Guarantee of a Guarantor ceases to be in full force and effect or
becomes unenforceable or invalid or is declared null and void (other than in
accordance with the terms of the Guarantee and this Indenture) or any Guarantor
denies or disaffirms its Obligations under its Guarantee;



          (g) a court having jurisdiction in the premises enters a decree or order
for (A) relief in respect of the Company or any Significant Subsidiary in an
involuntary case under any applicable Bankruptcy Law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or any Significant
Subsidiary or for all or substantially all of the property and assets of the
Company or any Significant Subsidiary or (C) the winding up or liquidation of
the affairs of the Company or any Significant Subsidiary and, in each case,
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or



          (h) the Company or any Significant Subsidiary (A) commences a voluntary
case under any applicable Bankruptcy Law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case under any
such law, (B) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary or for all or
substantially all of the property and assets of the Company or any Significant
Subsidiary or (C) effects any general assignment for the benefit of creditors;



          If a Default occurs and is continuing, the Trustee must, within 90 days
after the occurrence of such Default, give to the Holders notice of such
Default, but the Trustee shall be



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protected in withholding such notice if it in good faith determines that
the withholding of such notice is in the interest of the Holders, except in the
case of a Default in the payment of the principal of, premium, if any, or
interest on any of the Notes when due or in the payment of any redemption or
repurchase obligation.


Section 6.2 ACCELERATION


          (a) If an Event of Default occurs and is continuing (other than an Event
of Default specified in clause (g) or (h) of Section 6.1 under this Indenture)
then in every such case, unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding, by written
notice to the Company (and to the Trustee if such notice is given by the
Holders), may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued interest (and Liquidated
Damages, if any) on the Notes to be due and payable immediately. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest (and Liquidated Damages, if any) on the Notes shall be immediately due
and payable. If an Event of Default specified in clause (g) or (h) of Section
6.1 occurs, all principal and accrued interest (and Liquidated Damages, if any)
thereon will be immediately due and payable on all outstanding Notes without
any declaration or other act on the part of the Trustee or the Holders. In the
event a declaration of acceleration because of an Event of Default set forth in
clause (d) of Section 6.1 solely by virtue of a default under any Indebtedness
has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (d) of Section 6.1 shall be remedied, or
cured or waived by the holders of the relevant Indebtedness, within 60 days
after such event of default, provided that no judgment or decree for the
payment of money due on the Notes has been obtained by the Trustee.



          (b) Except as provided in Section 6.2(c), at any time after a declaration
of acceleration has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter provided in this
Article VI, the Holders of not less than a majority in aggregate principal
amount of then outstanding Notes, by written notice to the Company and the
Trustee, may rescind, on behalf of all Holders, any such declaration of
acceleration if:



          (1) the Company has paid or deposited with the Trustee cash sufficient to
pay: (a) all overdue interest and Liquidated Damages, if any, on all Notes;
(b) the principal of (and premium, if any, applicable to) any Notes which would
become due other than by reason of such declaration of acceleration, and
interest thereon at the rate borne by the Notes; (c) to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate borne by
the Notes; and (d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee
and its agents and counsel, and all other amounts due the Trustee under Section
7.7 hereof; and



          (2) all Events of Default, other than the non-payment of the principal of,
premium, if any, and interest (and Liquidated Damages, if any) on the Notes
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.4 hereof.



          (c) Notwithstanding clause (b) of this Section 6.2, no waiver shall be
effective against any Holder for any Event of Default or event which with
notice or lapse of time or both would be an Event of Default with respect to
any covenant or provision which cannot be



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modified or amended without the consent of the Holder of each outstanding
Note affected thereby, unless all such affected Holders agree, in writing, to
waive such Event of Default or other event. No such waiver shall cure or waive
any subsequent default or impair any right consequent thereon.


Section 6.3 OTHER REMEDIES


          If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any,
Liquidated Damages, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.



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



Section 6.4 WAIVER OF PAST DEFAULTS


          Subject to Section 6.7 hereof, the Holders of a majority in principal
amount of the outstanding Notes by written notice to the Company and to the
Trustee, may, on behalf of all Holders, waive any existing or past Default or
Event of Default hereunder and its consequences under this Indenture, except a
default:



          (1) with respect to any provision of this Indenture requiring a
supermajority approval to amend, which Default may only be waived by such a
supermajority;



          (2) in the payment of principal of, premium, if any, Liquidated Damages,
if any, or interest on any Note not yet cured as specified in clauses (a) and
(b) of Section 6.1 hereof;



          (3) in respect of a covenant or provision hereof which, under Article IX,
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected, unless all such affected Holders agree, in writing,
to waive such default; or



          (4) the rescission of which would conflict with any judgment or decree of
a court of competent jurisdiction.



          Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right arising therefrom.



Section 6.5 CONTROL BY MAJORITY


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



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the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of the Notes.


Section 6.6 LIMITATION ON SUITS


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



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



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



          (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any costs,
liability or expense;



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



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



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


Section 6.7 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT


          Notwithstanding any other provision of this Indenture and subject to
Article XI, except as permitted by Section 9.2 hereof, the right of any Holder
of a Note to receive payment of the principal of, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase) or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



Section 6.8 COLLECTION SUIT BY TRUSTEE


          If an Event of Default specified in Section 6.1 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.



Section 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM


          The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative



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to the Company (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.7 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 7.7 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding; provided, however that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and may be a member of the creditor’s committee.


Section 6.10 PRIORITIES


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



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



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



          Third: without duplication, to the Holders for any other Obligations
owing to the Holders under the Notes or this Indenture; and



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



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



Section 6.11 UNDERTAKING FOR COSTS


          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good



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faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


ARTICLE VII

TRUSTEE



Section 7.1 DUTIES OF TRUSTEE


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



          (b) Except during the continuance of an Event of Default of which the
Trustee has knowledge:



               (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, 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 (c) does not limit the effect of paragraph (b) of this
Section 7.1;



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



               (iii) the Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.5 hereof.



          (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to Sections 7.1 and
7.2 hereof.



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



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



Section 7.2 RIGHTS OF TRUSTEE


          (a) In connection with the Trustee’s rights and duties under this
Indenture, the Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.



          (b) Before the Trustee acts or refrains from acting under this Indenture,
it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers’ Certificate or Opinion of Counsel. The
Trustee may consult with counsel and the 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 appointed with due
care.



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



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



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



          (g) Except with respect to Section 4.1 hereof, the Trustee shall have no
duty to inquire as to the performance of the Company’s covenants in Article IV
hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Sections 6.1(a), 6.1(b) and 4.1 hereof or (ii) any Default or Event of
Default of which the Trustee shall have received written notification in the
manner set forth in this Indenture or an Officer in the Corporate Trust Office
of the Trustee shall have obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under Section 4.3 is for informational
purposes only and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
their covenants thereunder (as to which the Trustee is entitled to rely
exclusively on an Officer’s Certificate).



          (h) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other



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paper or document, but the Trustee may, in its discretion, make such
further inquiry or investigation into such facts or matters as it may see fit.


Section 7.3 INDIVIDUAL RIGHTS OF TRUSTEE


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



Section 7.4 TRUSTEE’S DISCLAIMER


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



Section 7.5 NOTICE OF DEFAULTS


          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice in
the manner and to the extent provided by Section 313(c) of the TIA of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any,
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Officers in good faith
determines that withholding the notice is in the interests of the Holders of
the Notes.



Section 7.6 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 TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the 12 months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA §
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA § 313(c).



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



Section 7.7 COMPENSATION AND INDEMNITY


          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee’s



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


          The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses (including reasonable attorneys’ fees) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.7) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence, bad faith or willful
misconduct. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder, except to the
extent the Company has been prejudiced thereby. The Company shall defend the
claim and the Trustee shall cooperate in the defense. In the event of a
conflict of interest between the Company and the Trustee, the Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.



          The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.



          To secure the Company’s payment obligations in this Section 7.7, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.



          When the Trustee incurs expenses or renders services after an Event of
Default specified in Sections 6.1(i) or 6.1(j) 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 TIA § 313(b)(2) to the
extent applicable.



Section 7.8 REPLACEMENT OF TRUSTEE


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



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



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



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



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



          (d) the Trustee becomes incapable of acting.



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



          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes 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 of a Note who has been
a Holder of a Note for at least six months, fails to comply with Section 7.10
hereof, such Holder of a Note may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.



          A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. 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 7.7 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.



Section 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC.


          If the Trustee 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 or
trust company (or a member of a bank holding company) 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 (or the bank holding company of which it is a member has) a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition.



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



Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY


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



ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

AND SATISFACTION AND DISCHARGE



Section 8.1 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE


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



Section 8.2 LEGAL DEFEASANCE AND DISCHARGE


          Upon the Company’s exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, each of the Company and the Guarantors, as
applicable, shall, subject to the satisfaction of the applicable conditions set
forth in Section 8.4 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes and Guarantees, as
applicable, on and after the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means
that the Company shall be deemed to have paid and discharged all amounts owed
under the outstanding Notes and the Guarantors shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Guarantees,
which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.5 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such
Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.4 hereof,
and as more fully set forth in Section 8.4, payments in respect of the
principal of, premium, if any, and interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company’s obligations with
respect to such Notes under Article II and Section 4.2 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith and (d) this Article VIII.
Subject to compliance with this Article VIII, the Company may exercise its
option under this Section 8.2 notwithstanding the prior exercise of its option
under Section 8.3 hereof.



Section 8.3 COVENANT DEFEASANCE


          Upon the Company’s exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the satisfaction of the applicable
conditions set forth in Section 8.4 hereof, the Company and the Guarantors
shall be released from their respective obligations under Sections 4.3, 4.4,
4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 5.1(3) and
5.1(4)



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hereof and Article X hereof on and after the date the conditions set forth
below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes and the
Guarantees 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 Company and the Guarantors may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, subject to the satisfaction of the applicable conditions set forth
in Section 8.4 hereof, (x) Sections 6.1(c) through 6.1(h) hereof and Section
6.1(k) hereof shall not constitute Events of Default to the extent such events
occur thereafter and (y) Sections 6.1(i) and 6.1(j) hereof shall not constitute
an Event of Default to the extent they occur after the 91st day following the
occurrence of the Company’s exercise of Covenant Defeasance; provided, however
that for all other purposes as set forth herein, such Covenant Defeasance
provisions shall be effective.


Section 8.4 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE


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



          In order to exercise either Legal Defeasance or Covenant Defeasance:



          (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, United States legal tender, U.S. Government
Obligations, or a combination thereof, in amounts that will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and Liquidated Damages, if any, and
interest on the outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be, and the Trustee must have,
for the benefit of Holders of the Notes, a valid, perfected exclusive security
interest in such trust;



          (b) in the case of an election under Section 8.2 hereof, the Company must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee from United States legal counsel confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, the
Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;



          (c) in the case of an election under Section 8.3 hereof, the Company must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee from United States legal counsel confirming that Holders of the
outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be



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subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Covenant Defeasance had
not occurred;


          (d) in the case of an election under Section 8.2 or 8.3 hereof, (x) no
Default or Event of Default shall have occurred and be continuing on the date
of the deposit, and (y) no Event of Default specified in Section 6.1(i) or (j)
hereof shall have occurred at any time from the date of the deposit to the 91st
calendar day thereafter (it being understood that this condition to Legal
Defeasance or Covenant Defeasance may not be satisfied until such 91st calendar
day after the date of deposit);



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



          (f) the Company must deliver to the Trustee an Officers’ Certificate
stating that the deposit was not made by the Company with the intent to hinder,
delay or defraud any other of the Company’s creditors;



          (g) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that after the 91st day following the deposit, the trust funds
(except as to trust funds that would be payable to holders of Notes who are
“Insiders” as that term is defined by the Bankruptcy Code) will not be subject
to Section 547 of the Bankruptcy Code; and



          (h) the Company must deliver to the Trustee an Officers’ Certificate
confirming the satisfaction of the conditions in clauses (a) through (g) above,
and an Opinion of Counsel, confirming the satisfaction of the conditions in
clauses (a) (with respect to the validity and perfection of the security
interest), (b), (c) and (e).



          Legal Defeasance and Covenant Defeasance shall be deemed to occur on the
date all of the applicable conditions set forth in this Section 8.4 are
satisfied.



Section 8.5 DEPOSITED MONEY AND
GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS

                   PROVISIONS


          Subject to Section 8.6 hereof, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the
“Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest (and
Liquidated Damages, if any), but such money need not be segregated from other
funds except to the extent required by law.



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



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          Anything in this Article VIII to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or U.S. Government Obligations held by it as provided in
Section 8.4 hereof which, in the opinion of a firm of independent public
accountants nationally recognized in the United States expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.



Section 8.6 REPAYMENT TO COMPANY


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



Section 8.7 REINSTATEMENT


          If the Trustee or Paying Agent is unable to apply any United States legal
tender or U.S. Government Obligations in accordance with Section 8.2 or 8.3
hereof, as the case may be, by reason of any order directing the repayment of
the deposited money to the Company or otherwise making the deposit unavailable
to make payments under the Notes when due, or if any court enters an order
avoiding the deposit of money with the Trustee or Paying Agent or otherwise
requires the payment of the money so deposited to the Company or to a fund for
the benefit of its creditors, then (so long as the insufficiency exists or the
order remains in effect) the Company’s and the Guarantors’ obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, Liquidated
Damages, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.



Section 8.8 SATISFACTION AND DISCHARGE


          This Indenture will be discharged and will cease to be of further effect
(except as to surviving rights of registration of transfer of the Notes) as to
all outstanding Notes when either:



          (a) all the Notes previously authenticated and delivered (except lost,
stolen or destroyed Notes which have been replaced and Notes for whose payment
money has theretofore been deposited with the Trustee or the paying agent in
trust or segregated and held in



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trust by the Company and thereafter repaid to the Company or a Guarantor)
have been delivered to the Trustee for cancellation; or


          (b) (i) all Notes have been called for redemption pursuant Section 3.7 by
mailing to holders a notice of redemption or all Notes otherwise have become
due and payable;;



               (ii) the Company has irrevocably deposited or caused to be irrevocably
deposited with the Trustee funds in an amount sufficient to pay and discharge
the entire Indebtedness on the Notes not theretofore delivered to the Trustee
for cancellation, for principal of, and interest and Liquidated Damages, if
any, on the Notes to the date of redemption or maturity, as the case may be,
together with irrevocable instructions from the Company directing the Trustee
to apply such funds to the payment thereof at maturity or redemption, as the
case may be;



               (iii) each of the Company and the Guarantors has paid all other sums
payable by it under the Indenture, the Notes and the Guarantees;



               (iv) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit);



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



               (vi) the Company shall have delivered to the Trustee an Officers
Certificate and an Opinion of Counsel confirming the satisfaction of all
conditions set forth in clauses (i) through (v) above.



ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER



Section 9.1 WITHOUT CONSENT OF HOLDERS OF NOTES


          Notwithstanding Section 9.2 hereof, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Notes or any Guarantee, in
each case without the consent of any Holder of a Note:



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



          (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article II hereof in a manner
that does not adversely affect any Holder;



          (c) to provide for the assumption of the Company’s obligations to the
Holders of the Notes in the case of a merger or consolidation pursuant to
Article V hereof;



          (d) to provide for additional Guarantors as set forth in Section 4.15
hereof or for the release or assumption of a Guarantee in compliance with this
Indenture;



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



          (f) to comply with the provisions of the Depositary, Euroclear or
Clearstream or the Trustee with respect to the provisions of this Indenture or
the Notes relating to transfers and exchanges of Notes or beneficial interests
therein;



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



          (h) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Notes; or



          (i) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date hereof..



          Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, Notes or Guarantees, and upon receipt by the Trustee of the
documents described in Section 9.6 hereof, the Trustee shall join with the
Company in the execution of any amended or supplemental Indenture, Notes or
Guarantees 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 agreements
that adversely affects its own rights, duties or immunities under this
Indenture or otherwise.



Section 9.2 WITH CONSENT OF HOLDERS OF NOTES


          Except as expressly stated otherwise in this Section 9.2, and subject to
Sections 6.4 and 6.7 hereof, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture, the Notes and the Guarantees, with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Notes or the Guarantees may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes).



          The Company, the Guarantors and the Trustee may not amend or waive any
provision of this Indenture or the Notes, without the consent of each Holder
adversely affected thereby, to:



          (a) (i) change the Stated Maturity on any Note, or reduce the principal
amount thereof or the rate (or extend the time for payment) of interest thereon
or any premium payable upon the redemption thereof at the option of the
Company, or change the city of payment where, or the coin or currency in which,
any Note or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption at the option of the
Company, on or



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after the Redemption Date), or (ii) reduce the Change of Control Purchase
Price or the Asset Sale Offer Price after the corresponding Asset Sale or
Change of Control has occurred or (iii) alter the provisions regarding the
Company’s right to redeem the Notes, in a manner adverse to the Holders; or


          (b) reduce the percentage in principal amount of the outstanding Notes,
the consent of whose Holders is required for any such amendment, supplemental
indenture or waiver provided for in this Indenture; or



          (c) modify any of the waiver provisions, except to increase any required
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each outstanding
Note affected thereby; or



          (d) cause the Notes or any Guarantee to become contractually subordinate
in right of payment to any other Indebtedness.



          Except as expressly stated otherwise in paragraph (a)(ii) above, Sections
4.12 and 4.14 hereof may be amended, waived or modified in accordance with the
first paragraph of this Section 9.2, without the consent of each Holder
affected.



          In connection with any amendment, supplement or waiver under this Article
IX, the Company may, but shall not be obligated to, offer to any Holder who
consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder’s consent to such amendment, supplement or
waiver.



          Upon the request of the Company 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 Section 9.6 hereof, the Trustee
shall join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental Indenture adversely 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 9.2 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 9.2 becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.



Section 9.3 COMPLIANCE WITH TRUST INDENTURE ACT


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



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Section 9.4 REVOCATION AND EFFECT OF CONSENTS


          Until an amendment, supplement or waiver becomes effective (as determined
by the Company and which may be prior to any such amendment, supplement or
waiver becoming operative), 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 Indebtedness 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 (as determined by the Company and which may be prior to any such
amendment, supplement or waiver becoming operative).



          The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.



          After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it makes a change described in any of clauses (a) through
(e) of Section 9.2 hereof, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the consenting Holder’s Note; provided, that any such waiver shall not
impair or affect the right of any Holder to receive payment of principal and
premium of and interest (and Liquidated Damages, if any) on a Note, on or after
the respective dates set for such amounts to become due and payable expressed
in such Note, or to bring suit for the enforcement of any such payment on or
after such respective dates.



Section 9.5 NOTATION ON OR EXCHANGE OF NOTES


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



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



Section 9.6 TRUSTEE TO SIGN AMENDMENTS, ETC.


          The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The
Company may not sign an amended or supplemental Indenture until the Board of
Directors approves it. In executing any amended or supplemental Indenture, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and to receive and (subject to Section 7.1 hereof) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.



74






 





ARTICLE X

GUARANTY



Section 10.1 GUARANTEES


          By its execution hereof, each of the Guarantors acknowledges and agrees
that it receives substantial benefits from the Company and that such party is
providing its Guarantee for good and valuable consideration, including, without
limitation, such substantial benefits and services. Accordingly, subject to
the provisions of this Article X, each Guarantor, jointly and severally, hereby
unconditionally guarantees on a senior subordinated basis to each Holder of a
Note authenticated and delivered by the Trustee and its successors and assigns
that: (i) the principal of, premium, if any, and interest and Liquidated
Damages, if any, on the Notes shall be duly and punctually paid in full when
due, whether at maturity, by acceleration, call for redemption, upon a Change
of Control Offer, an Asset Sale Offer, or otherwise, and interest on overdue
principal, premium, if any, Liquidated Damages, if any, and (to the extent
permitted by law) interest on any interest, if any, on the Notes and all other
obligations of the Company to the Holders or the Trustee under the Notes, this
Indenture and the Registration Rights Agreement (including fees, expenses or
other) shall be promptly paid in full or performed, all in accordance with the
terms hereof; and (ii) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations under the Notes or the
Registration Rights Agreement, the 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, call for redemption, upon a Change of
Control, an Asset Sale Offer, or otherwise, subject, however, in the case of
clauses (i) and (ii) above, to the limitations set forth in Section 10.5 hereof
(collectively, the “Guarantee Obligations”).



          Subject to the provisions of this Article X, each Guarantor hereby agrees
that its Guarantee hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes, this Indenture, the
Registration Rights Agreement or the absence of any action to enforce the same,
the entry of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby waives and
relinquishes (to the extent it may lawfully do so): (a) any right to require
the Trustee, the Holders or the Company (each, a “Benefitted Party”) to proceed
against the Company, the Subsidiaries or any other Person or to proceed against
or exhaust any security held by a Benefitted Party at any time or to pursue any
other remedy in any secured party’s power before proceeding against the
Guarantors; (b) any defense that may arise by reason of the incapacity, lack of
authority, death or disability of any other Person or Persons or the failure of
a Benefitted Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person or
Persons; (c) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the
existence, creation or incurring of any new or additional Indebtedness or
obligation or of any action or non-action on the part of the Guarantors, the
Company, the Subsidiaries, any Benefitted Party, any creditor of the
Guarantors, the Company or the Subsidiaries or on the part of any other Person
whomsoever in connection with any obligations the performance of which are
hereby guaranteed; (d) any defense based upon an election of remedies by a
Benefitted Party, including but not limited to an election to proceed against
the Guarantors for reimbursement; (e) any defense based upon any statute or
rule of law which provides that the obligation of a surety must be neither
larger in amount nor in other respects more burdensome than that of the
principal; (f) any defense arising because of a Benefitted Party’s election, in
any proceeding instituted under the Bankruptcy Law, of the application of
Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any



75






 





borrowing or grant of a security interest under Section 364 of the
Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise
provided therein, the Guarantees shall not be discharged except by payment in
full of all Guarantee Obligations, including the principal, premium, if any,
and interest on the Notes and all other costs provided for under this Indenture
or as provided in Article VIII.


          If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or the Guarantors, or any trustee or similar
official acting in relation to either the Company or the Guarantors, any amount
paid by the Company or the Guarantors to the Trustee or such Holder, the
Guarantees, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each of the Guarantors agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
Guarantee Obligations hereby until payment in full of all such obligations
guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand,
and the Holders of Notes and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article
VI hereof for the purposes hereof, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guarantee
Obligations, and (y) in the event of any acceleration of such obligations as
provided in Article VI hereof, such Guarantee Obligations (whether or not due
and payable) shall forthwith become due and payable by such Guarantor for the
purpose of the Guarantee.



Section 10.2 EXECUTION AND DELIVERY OF GUARANTEES


          To evidence the Guarantees set forth in Section 10.1 hereof, each of the
Guarantors agrees that a notation of the Guarantees substantially in the form
included in Exhibit A hereto shall be endorsed on each Note authenticated and
delivered by the Trustee and that this Indenture shall be executed on behalf of
each of the Guarantors by an Officer of each of the Guarantors.



          Each of the Guarantors agree that the Guarantees set forth in this Article
X shall remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of the
Guarantees.



          If an Officer whose facsimile signature is on a Note or a notation of
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which the Guarantees are endorsed, the Guarantees shall be valid
nevertheless.



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



Section 10.3 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS


          (a) Nothing contained in this Indenture or in the Notes shall prevent any
consolidation or merger of any Guarantor with or into each other or with or
into the Company. Upon any such consolidation or merger, the Guarantee of the
Guarantor that does not survive the consolidation or merger shall no longer be
of any force or effect.



          (b) Except for a merger or consolidation in which a Guarantor is sold and
its Guarantee is released in compliance with the provisions of Section 10.4
hereof, no Guarantor shall consolidate or merge with or into (whether or not
such Guarantor is the surviving Person)



76






 





another Person unless, subject to the provisions of the last sentence if
this Section 10.3(b) and the other provisions of this Indenture, (i) the Person
formed by or surviving any such consolidation or merger (if other than such
Guarantor) assumes all the obligations of such Guarantor pursuant to a
supplemental indenture in form reasonably satisfactory to the Trustee, pursuant
to which such Person shall guarantee, on a senior basis, all of such
Guarantor’s obligations under such Guarantor’s Guarantee on the terms set forth
in this Indenture, and deliver to the Trustee an Opinion of Counsel that such
guaranty has been duly authorized, executed and delivered; and (ii) immediately
before and immediately after giving effect to such transaction on a pro forma
basis, no Default or Event of Default shall have occurred or be continuing. In
case of any such consolidation or merger and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and reasonably satisfactory in form to the Trustee, of the Guarantees
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by such Guarantor,
such successor corporation shall succeed to and be substituted for such
Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor corporation thereupon may cause to be signed any or all of the
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Guarantees so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Guarantees had been issued at the date of the execution hereof. The
provisions of this Section 10.3(b) shall not apply to the merger of any
Guarantors with and into each other or with or into the Company.


          (c) The Trustee, subject to the provisions of Section 11.4 hereof, shall
be entitled to receive an Officers’ Certificate as conclusive evidence that any
such consolidation or merger, and any such assumption of Guarantee Obligations,
comply with the provisions of this Section 10.3. Such Officers’ Certificate
shall comply with the provisions of Section 11.5 hereof.



Section 10.4 RELEASE OF GUARANTORS


          Notwithstanding Section 10.3(b) hereof, upon the sale or disposition
(including by merger or stock purchase) of a Guarantor (as an entirety) to an
entity which is not and is not required to become a Guarantor, the designation
of a Subsidiary as an Unrestricted Subsidiary, or the liquidation or
dissolution of a Guarantor, which transaction is otherwise in compliance with
this Indenture (including, without limitation, Section 4.12), such Guarantor
will be deemed released from its Obligations under its Guarantee of the Notes;
provided, however, that any such termination shall occur only to the extent
that all obligations of such Guarantor under all of its guarantees of any of
the Company’s Indebtedness of any other of its Subsidiaries shall also
terminate upon such release, sale or transfer and none of its Equity Interests
are pledged for the benefit of any holder of any of the Company’s Indebtedness
or any Indebtedness of any of its Subsidiaries.



          Upon delivery by the Company to the Trustee of an Officer’s Certificate,
to the effect that such sale or other disposition or that such designation or
that such liquidation or dissolution was made by the Company in accordance with
the provisions of this Indenture, the Trustee shall execute any documents
reasonably required in order to evidence the release of any such Guarantor from
its obligations under its Guarantee and any Liens in favor of the Notes.
Except as provided in Section 10.3(a) hereof, any Guarantor not released from
its obligations under its Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article X.



77






 





          Notwithstanding the foregoing provisions of this Article X, (i) any
Guarantor whose Guarantee would otherwise be released pursuant to the
provisions of this Section 10.4 may elect, at its sole discretion, by written
notice to the Trustee, to maintain such Guarantee in effect notwithstanding the
event or events that otherwise would cause the release of such Guarantee (which
election to maintain such Guarantee in effect may be conditional or for a
limited period of time), and (ii) any Subsidiary of the Company which is not a
Guarantor may elect, at its sole discretion, by written notice to the Trustee,
to become a Guarantor (which election may be conditional or for a limited
period of time).



Section 10.5 LIMITATION OF GUARANTOR’S LIABILITY; CERTAIN BANKRUPTCY EVENTS


          (a) Each Guarantor, and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee
Obligation of such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the Guarantee
Obligations of such Guarantor under this Article X shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from
or payments made by or on behalf of any other Guarantor in respect of the
Guarantee Obligations of such other Guarantor under this Article X, result in
the Guarantee Obligations of such Guarantor under the Guarantee of such
Guarantor not constituting a fraudulent transfer or conveyance.



          (b) Each Guarantor hereby covenants and agrees, to the fullest extent that
it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the Bankruptcy Law or otherwise.



Section 10.6 APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS


          (a) For purposes of any provision of this Indenture which provides for the
delivery by any Guarantor of an Officers’ Certificate and/or an Opinion of
Counsel, the definitions of such terms in Section 1.1 hereof shall apply to
such Guarantor as if references therein to the Company were references to such
Guarantor.



          (b) Any request, direction, order or demand which by any provision of this
Indenture is to be made by any Guarantor, shall be sufficient if evidenced as
described in Section 11.2 hereof as if references therein to the Company were
references to such Guarantor.



          (c) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Notes to or on any Guarantor may be given or served as described in Section
11.2 hereof as if references therein to the Company were references to such
Guarantor.



          (d) Upon any demand, request or application by any Guarantor to the
Trustee to take any action under this Indenture, such Guarantor shall furnish
to the Trustee such



78






 





certificates and opinions as are required in Section 11.4 hereof as if all
references therein to the Company were references to such Guarantor.


ARTICLE XI

MISCELLANEOUS



Section 11.1 TRUST INDENTURE ACT CONTROLS


          If any provision of this Indenture limits, qualifies or conflicts with any
provision of the TIA which is required or deemed to be included in this
Indenture, such required or deemed provision shall control.



Section 11.2 NOTICES


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



If to the Company

or the Guarantors:




	 	 	 
	 	 	
Orbital Sciences Corporation
	 	 	
21839 Atlantic Blvd.
	 	 	
Dulles, VA 20166
	 	 	
Attention: Legal Department
	 	 	 
	 	 	
Telecopier No.: (703) 406-5572



with copies (which

shall not constitute

notice) to:




	 	 	 
	 	 	
Hogan & Hartson L.L.P.
	 	 	
555 Thirteenth Street, NW
	 	 	
Washington D.C. 20004
	 	 	
Attention: Eve N. Howard, Esq.
	 	 	 
	 	 	
Telecopier No.: (202) 637-5910



If to the Trustee:




	 	 	 
	 	 	
U.S. Bank National Association
	 	 	
180 East 5th Street
	 	 	
St. Paul, MN 55101
	 	 	
Attention: Corporate Trust Department
	 	 	 
	 	 	
Telecopier No.: (651) 244-0711



          The Company 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: (i) at the time delivered by hand, if
personally delivered;



79






 





(ii)  when answered back, if telexed; (iii) when receipt acknowledged, if
telecopied; and (iv) the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.


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



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



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



Section 11.3 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES


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

312(c).



Section 11.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT


          Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:



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



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



Section 11.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION


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



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



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



80






 





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



          (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied; provided, however, that with respect
to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate
or certificate of public officials.



Section 11.6 RULES BY TRUSTEE AND AGENTS


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



Section 11.7 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS


          No past, present or future, direct or indirect, stockholder, employee,
officer, director, agent or representative of the Company, the Guarantors or
any successor entity, as such, shall have any liability for any Obligations of
the Company 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, except in their capacity as an obligor or Guarantor of the
Notes in accordance with this Indenture. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



Section 11.8 GOVERNING LAW


          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).



Section 11.9 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS


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



Section 11.10 SUCCESSORS


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



Section 11.11 SEVERABILITY


          In case any one or more of the provisions of this Indenture or in the
Notes or in the Guarantees shall be held invalid, illegal or unenforceable, in
any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the



81






 





remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.


Section 11.12 COUNTERPART ORIGINALS


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



Section 11.13 TABLE OF CONTENTS, HEADINGS, ETC.


          The Table of Contents 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.



[Signatures on following page]



82






 


SIGNATURES



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




	 	 	 	 	 
	 	 	THE COMPANY:
	 	 	ORBITAL SCIENCES CORPORATION
	 	 	 	 	 
	 	 	 By: 	 	 /s/ MICHAEL R. WILLIAMS
	 	 	 	 	

	 	 	 	 	Name: Michael R. Williams
	 	 	 	 	Title: Senior Vice President and Treasurer
	 	 	 	 	 
	 	 	THE TRUSTEE:
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	 By:	 	  /s/ FRANK P. LESLIE 
	 	 	 	 	

	 	 	 	 	Name: Frank P.
Leslie III
	 	 	 	 	Title: Vice President




 









 



EXHIBIT A



[FORM OF NOTE]



ORBITAL SCIENCES CORPORATION



9% [SERIES A] [SERIES B]1 SENIOR NOTE



Due 2011



	 	 	 	 
	 	 	
CUSIP: 	 
	 	 	 	


	No.	 	
$	 
	 	 	 	




          Orbital Sciences Corporation, a Delaware corporation (hereinafter called
the “Company;” which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co, or registered assigns, the principal sum of
          Dollars, on July 15,
2011.



          Interest Payment Dates: January 15 and July 15, commencing January 15,
2004.



          Interest Record Dates: January 1 and July 1.



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








	1	 	 Series A should be replaced with Series B in the Exchange Notes.


A-1






 




          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.




	 	 	 	 	 
	 	 	ORBITAL SCIENCES CORPORATION,
	 	 	
a Delaware corporation
	 	 	 	 	 
	 	 	
By: 	 	 
	 	 	 	
	 
	 	 	 	
Name:	 
	 	 	 	
Title:	 
	 	 	 	 	 
	 	 	
By: 	 	 
	 	 	 	
	 
	 	 	 	
Name:	 
	 	 	 	
Title:	 
	 	 	 	 	 
	 	 	
TRUSTEE’S CERTIFICATE OF AUTHENTICATION



          This is one of the Notes described in the within-mentioned Indenture.




	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	 	
	 
	 	 	 	Authorized Signatory	 



Dated: July   __, 2003



 






 





(Reverse of Note)



9% [Series A] [Series B]2 Senior Note due 2011



[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.]3


[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


[THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN







	2	 	 Series A should be replaced with Series B in the Exchange Notes.
	 
	3	 	 To be included only on Global Notes deposited with DTC as Depositary.
	 
	4	 	 To be included only on Global Notes deposited with DTC as Depositary.


A-2






 




RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED
STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM
OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT
OF AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (d) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS
TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE
SECURITY EVIDENCED HEREBY.]5


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



          1.   Interest. Orbital Sciences Corporation, a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note at 9%
per annum from the Issue Date until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually in arrears on 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”). The first Interest Payment Date shall
be January 15, 2004. Interest on the Notes will accrue from the most recent
date on which interest has been paid or, if no interest has been paid, from the
Issue Date; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between an Interest Record Date
(defined below) referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date. The Company shall pay interest (including Accrued Bankruptcy Interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at the rate then in effect; it shall pay
interest (including Accrued Bankruptcy Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any








	5	 	 To be included only on Transfer Restricted Notes.


A-3






 






applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.


          2.   Method of Payment. The Company will pay interest on the Notes and
Liquidated Damages, if any, to the Persons who are registered Holders of Notes
at the close of business on the January 1 or July 1 next preceding the Interest
Payment Date (each an “Interest Record Date”), even if such Notes are cancelled
after such Interest Record Date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture (as defined below) with
respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest (and Liquidated Damages, if any), at the office
or agency of the Company maintained within the City and State of New York for
such purpose, or, at the option of the Company, payment of interest shall be
made by wire transfer to the accounts specified by the Holders or, if no
account is specified, by check mailed to a Holder at its address set forth in
the register of Holders, provided that payment by wire transfer of immediately
available funds to an account within the United States will be required with
respect to principal of, premium, if any and interest (and Liquidated Damages,
if any), on all Global Notes. 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, U.S. Bank National Association,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.



          4.   Indenture. The Company issued the Notes under an Indenture, dated as
of July 10, 2003 (“Indenture”), by and among the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.



          5.   Optional Redemption.



               (a)   Except as set forth in clause (b) of this Section 5, the Company shall
not have the option to redeem the Notes pursuant to this Section 5 prior to
July 15, 2007. The Notes shall be redeemable for cash at the option of the
Company, in whole or in part, at any time on or after July 15, 2007, upon not
less than 30 days nor more than 60 days prior notice mailed by first class mail
to each Holder at its last registered address, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during
the 12-month period commencing July 15 of the years indicated below, in each
case, together with accrued and unpaid interest (and Liquidated Damages, if
any) thereon, to the date of redemption of the Notes (the “Redemption Date”)
(subject to the right of Holders of record on an Interest Record Date to
receive the corresponding interest due (and the corresponding Liquidated
Damages, if any) on the corresponding Interest Payment Date that is on or prior
to such Redemption Date):




	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2007
	 	 	104.500	%
	2008
	 	 	102.250	%
	2009 and thereafter
	 	 	100.000	%



A-4






 



               (b)   Notwithstanding the provisions of clause (a) of this Section 5, at any
time or from time to time prior to July 15, 2006, upon a Public Equity Offering
of the Company’s common stock for cash, up to 35% of the aggregate principal
amount of the Notes issued pursuant to this Indenture (only as necessary to
avoid any duplication, excluding any replacement Notes) may be redeemed at the
Company’s option within 90 days of the closing of any such Public Equity
Offering, on not less than 30 days, but not more than 60 days, notice to each
Holder of the Notes to be redeemed, with cash received by the Company from the
Net Cash Proceeds of such Public Equity Offering, at a redemption price equal
to 109.000% of the principal amount of the Notes (or portion thereof) to be
redeemed, together with accrued and unpaid interest (and Liquidated Damages, if
any) thereon, to the Redemption Date (subject to the right of Holders of record
on an Interest Record Date to receive the corresponding interest due (and the
corresponding Liquidated Damages, if any) on the corresponding Interest Payment
Date that is on or prior to such Redemption Date); provided, however, that
immediately following such redemption not less than 65% of the aggregate
principal amount of the Notes originally issued pursuant to this Indenture on
the Issue Date remain outstanding (only as necessary to avoid any duplication,
excluding any replacement Notes).



               (c)   Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in integral multiples of
$1,000, 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 unless the Company defaults in the redemption
payment due on the Redemption Date.



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



          7.   Offers to Purchase.



               (a)   Change of Control. In the event that a Change of Control has
occurred, each Holder of Notes will have the right, at such Holder’s option,
pursuant to an offer (subject only to conditions required by applicable law, if
any) by the Company (the “Change of Control Offer”), to require the Company to
repurchase all or any part of such Holder’s Notes (provided, that the principal
amount of such Notes must be $1,000 or an integral multiple thereof) at a cash
price equal to 101% of the principal amount (the “Change of Control Purchase
Price”), together with accrued and unpaid interest and Liquidated Damages, if
any, thereon to the Change of Control Purchase Date.



               The Change of Control Offer shall be made within 30 Business Days
following a Change of Control and shall remain open for at least 20 Business
Days and not more than 30 Business Days following its commencement (the “Change
of Control Offer Period”). Upon expiration of the Change of Control Offer
Period, the Company promptly shall purchase all Notes properly tendered in
response to the Change of Control Offer.



               On or before the Change of Control Purchase Date, the Company shall: (i)
accept for payment Notes or portions thereof properly tendered pursuant to the
Change of Control Offer; (ii) deposit with the Paying Agent cash sufficient to
pay the Change of Control Purchase Price (together with accrued and unpaid
interest and Liquidated Damages, if any) of all Notes so tendered; and (iii)
deliver to the Trustee the Notes so accepted together with an Officers’



A-5






 





Certificate listing the Notes or portions thereof being purchased by the
Company. The Paying Agent promptly will pay the Holders of Notes so accepted
an amount equal to the Change of Control Purchase Price (together with accrued
and unpaid interest and Liquidated Damages, if any) and the Trustee promptly
will authenticate and deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
purchased will be delivered promptly by the Company to the Holder thereof. The
Company publicly will announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Purchase Date.


               If the Change of Control Purchase Date is on or after an Interest Record
Date and on or before the associated Interest Payment Date, any accrued and
unpaid interest (and Liquidated Damages, if any) due on such Interest Payment
Date will be paid to the Person in whose name a Note is registered at the close
of business on such Interest Record Date.



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



               (b)   Asset Sale. Subject to certain exceptions set forth in the Indenture,
the Company shall not, and shall not permit any of the Company’s Subsidiaries
to, in one or a series of related transactions, convey, sell, transfer, assign
or otherwise dispose of, directly or indirectly, any of their property,
business or assets, including by merger or consolidation (in the case of a
Subsidiary of the Company), and including any sale or other transfer or
issuance (but not an issuance in the case of an Unrestricted Subsidiary) of any
Equity Interests of any of the Company’s Subsidiaries or Unrestricted
Subsidiaries, whether by the Company or one of its Subsidiaries and including
any sale-leaseback transaction (any of the foregoing, an “Asset Sale”), unless,
with respect to any Asset Sale or related series of Asset Sales involving
securities, property or assets with an aggregate fair market value in excess of
$5,000,000 (an Asset Sale (including a series of related Asset Sales) of less
than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% (or
50%, in the case of the sale of the Transportation Management System business
of the Company) of the total consideration for such Asset Sale or series of
related Asset Sales consists of cash or Cash Equivalents, and (b) the Company’s
Board of Directors determines in good faith that the Company will be receiving
or such Subsidiary will be receiving, as applicable, fair market value for such
Asset Sale. Solely for purposes of the preceding sentence, “cash and Cash
Equivalents” shall include (i) any of the Company’s or the Company’s
Subsidiaries liabilities (as shown on the Company’s or the Company’s
Subsidiaries’ most recent balance sheet) other than (x) Indebtedness under the
Company’s Credit Agreement, (y) contingent liabilities and (z) liabilities that
are by their terms subordinated to the Notes or any Guarantee assumed by the
purchaser; provided, that, in each case, the Company and its Subsidiaries are
fully released from obligations in connection therewith, (ii) assets for use in
a Related Business or Equity Interests of a Person that becomes a Subsidiary
which is primarily engaged in a Related Business, (iii) Indebtedness incurred
under the Credit Agreement that is assumed by a transferee; provided that the
Company and its Subsidiaries are fully released from obligations in connection
with the amounts assumed and the assumed Indebtedness permanently reduced the
Indebtedness under the Credit Agreement (and in the case of a revolver or
similar arrangement that makes credit available, such commitment is permanently
reduced by such amount); provided further, that if Indebtedness under the
Credit Agreement in the form of letters of credit are assumed by the purchaser
in connection with the sale of the Transportation Management Systems business
of the Company, and the Company and the Company’s


A-6






 



Subsidiaries are fully released from obligations in connection with such
letters of credit, then the Credit Agreement need not be permanently reduced by
the amount of such assumed letters of credit, and, (iv) property that within 30
days of such Asset Sale is converted into cash or Cash Equivalents; provided,
that such cash and Cash Equivalents shall be treated as Net Cash Proceeds
attributable to the original Asset Sale for which such property was received.


               Within 365 days following such Asset Sale, Net Cash Proceeds therefrom
(the “Asset Sale Amount”) shall be: (a) used (i) to retire Purchase Money
Indebtedness secured by the asset which was the subject of the Asset Sale; or
(ii) to retire and permanently reduce Indebtedness incurred under the Credit
Agreement; provided, that in the case of a revolver or similar arrangement that
makes credit available, such commitment is permanently reduced by such amount;
or (b) used to make (i) capital expenditures or (ii) investments in assets and
property (other than notes, bonds, obligations and securities, except in
connection with the acquisition of a Person in a Related Business that becomes
a Subsidiary that, if required under the Indenture, becomes a Guarantor) which
in the good faith reasonable judgment of the Company’s Board of Directors will
immediately constitute or be a part of, or useful in a Related Business of the
Company or such Subsidiary (if it continues to be a Subsidiary) immediately
following such transaction; or the Company shall, within such 365-day period,
enter into a legally binding agreement to apply such Net Cash Proceeds as
described in this clause (b) within six months after such agreement is entered
into and apply such Net Cash Proceeds in accordance with the provisions of this
clause (b); provided, that if such agreement terminates, the Company shall have
until the later of (i) 90 days after the date of such termination and (ii) 365
days after the date of the Asset Sale resulting in such Net Cash Proceeds to
effect such application.



               The accumulated Net Cash Proceeds from Asset Sales and from any Event of
Loss not applied as set forth in the preceding paragraph shall constitute
“Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
or use for general corporate purposes (other than Restricted Payments that are
not solely Restricted Investments) the Net Cash Proceeds in any manner that is
not prohibited by the Indenture. When the Excess Proceeds equal or exceed
$15,000,000, within 20 Business Days the Company shall offer to repurchase the
Notes, together with any other Indebtedness ranking on a parity with the Notes
and with similar provisions requiring the Company to make an offer to purchase
such Indebtedness with the proceeds from such Asset Sale pursuant to a cash
offer (subject only to conditions required by applicable law, if any), pro rata
in proportion to the respective principal amounts of such Indebtedness (or
accreted values in the case of Indebtedness issued with an original issue
discount) and the Notes (the “Asset Sale Offer”) at a purchase price of 100% of
the principal amount (or accreted value in the case of Indebtedness issued with
an original issue discount) (the “Asset Sale Offer Price”) together with
accrued and unpaid interest and Liquidated Damages, if any, to the date of
payment. The Asset Sale Offer shall remain open for at least 20 Business Days
following its commencement (the “Asset Sale Offer Period”). Upon expiration of
the Asset Sale Offer Period, the Company shall apply an amount equal to the
Excess Proceeds (the “Asset Sale Offer Amount”) plus an amount equal to accrued
and unpaid interest and Liquidated Damages, if any, to the purchase of all
Indebtedness properly tendered in accordance with the provisions hereof (on a
pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all
Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued
and unpaid interest and Liquidated Damages, if any, to the date of payment).
To the extent that the aggregate amount of Notes and such other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset
Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as
otherwise permitted by the Indenture. Following the consummation of each Asset
Sale Offer, the Excess Proceeds amount shall be reset to zero.


A-7






 



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



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



          10.   Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture, the Notes or the Guarantees may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture, the Notes, or the
Guarantees may be amended or supplemented to cure any ambiguity, defect or
inconsistency; to provide for uncertificated Notes in addition to or in place
of certificated Notes or to alter the provisions of Article II of the Indenture
in a manner that does not adversely affect any Holder; to provide for the
assumption of the Company’s obligations to the Holders of the Notes in the case
of a merger or consolidation pursuant to Article V of the Indenture; to provide
for additional Guarantors as set forth in Section 4.15 of the Indenture or for
the release or assumption of a Guarantee in compliance with the Indenture; to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the rights under the
Indenture of any Holder of the Notes; to comply with the provisions of the
Depositary, Euroclear or Clearstream or the Trustee with respect to the
provisions of this Indenture or the Notes relating to transfers and exchanges
of Notes or beneficial interests therein; to comply with requirements of the
SEC in order to effect or maintain the qualification of this Indenture under
the TIA; or to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Notes.



          11.   Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default: (a) the failure of the Company to
pay any installment of interest (or Liquidated Damages, if any) on the Notes as
and when the same becomes due and payable and the continuance of any such
failure for 30 days; (b) the failure of the Company to pay all or any part of
the principal, or premium, if any, on the Notes when and as the same becomes
due and payable at maturity, redemption, by acceleration or otherwise,
including, without limitation, payment of the Change of Control Purchase Price
or the Asset Sale Offer Price, on Notes validly tendered and not properly
withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as
applicable; (c) the failure of the Company or the failure by any of the
Guarantors to observe or perform any other covenant or agreement contained in
the Notes or the Indenture and, except for Sections 4.12 and 4.14 and Article V
thereof, which failure continues for a period of 30 days after written notice
is given to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes outstanding;
(d) a default occurs and is continuing (after giving effect to any waivers,
amendments, applicable grace periods or any extension of any maturity date)
under the Indebtedness of the Company or the Indebtedness of any the Company’s
Subsidiaries with an aggregate amount outstanding in excess


A-8






 



of $10,000,000 (i) resulting from the failure to pay principal of or
interest on such Indebtedness; or (ii) if as a result of such default, the
maturity of such Indebtedness has been accelerated prior to its stated
maturity; (e) final nonappealable unsatisfied judgments not covered by
insurance aggregating in excess of $10,000,000, at any one time rendered
against the Company or any of its Subsidiaries and not stayed, bonded or
discharged within 60 days; (f) any Guarantee of a Guarantor ceases to be in
full force and effect or becomes unenforceable or invalid or is declared null
and void (other than in accordance with the terms of the Guarantee and the
Indenture) or any Guarantor denies or disaffirms its Obligations under its
Guarantee; (g) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable Bankruptcy Law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or any Significant
Subsidiary or for all or substantially all of the property and assets of the
Company or any Significant Subsidiary or (C) the winding up or liquidation of
the affairs of the Company or any Significant Subsidiary and, in each case,
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (h) the Company or any Significant Subsidiary (A)
commences a voluntary case under any applicable Bankruptcy Law now or hereafter
in effect, or consents to the entry of an order for relief in an involuntary
case under any such law, (B) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary
or for all or substantially all of the property and assets of the Company or
any Significant Subsidiary or (C) effects any general assignment for the
benefit of creditors.


               If a Default occurs and is continuing, the Trustee must, within 90 days
after the occurrence of such Default, give to the Holders notice of such
Default, but the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders, except in the case of a Default in the payment of the principal
of, premium, if any, or interest on any of the Notes when due or in the payment
of any redemption or repurchase obligation.



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



          13.   No Recourse Against Others. No past, present or future, direct or
indirect, stockholder, employee, officer, director agent or representative of
the Company, the Guarantors or any successor entity, as such, shall have any
liability for any Obligations of the Company or the Guarantors under the Notes,
the Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such Obligations or their creation, except in their capacity as an
obligor or Guarantor of the Notes in accordance with the Indenture. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.



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



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



A-9






 




          16.   Additional Rights of Holders of Transfer Restricted Notes.6 In
addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, by and
among the Company, the Guarantors and the Initial Purchasers (the “Registration
Rights Agreement”).



          17.   CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is
made as to the accuracy of such numbers either as 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, and any such redemption shall not
be affected by any defect in or omission of such numbers.



          18.   Governing Law. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b).



               The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture [and/or the Registration Rights Agreement].7
Requests may be made to:




	 
	ORBITAL SCIENCES CORPORATION
	21839 Atlantic Blvd.
	Dulles, VA 20166
	Attention: Chief Financial Officer








	6	 	 To be included only on Transfer Restricted Notes.
	 
	7	 	 To be included only on Transfer Restricted Notes.


A-10






 






Assignment Form



To assign this Note, fill in the form below: (I) or (We) assign and transfer
this Note to






(Insert assignee’s soc. sec. or tax I.D. no.)


















(Print or type assignee’s name, address and zip code)



	 	 
	and irrevocably appoint	 





to transfer this Note on the books of the Company. The agent may substitute
another to act for it.







	 	 
	Date: 	





	 	 	 
	 	Your Signature:	 
	 	 	





(Sign exactly as your name appears
on the face of this Note)


Signature Guarantee*







*NOTICE: The Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


A-11






 


Option of Holder to Elect Purchase



          If you want to elect to have this Note purchased by the Company pursuant
to Section 4.12 or Section 4.14 of the Indenture, check the box below:




	 	 	 
	o Section 4.12	 	
o Section 4.14



          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.12 or Section 4.14 of the Indenture, state the
amount you elect to have purchased (in denominations of $1,000 only, except if
you have elected to have all of your Notes purchased):

	$	 
	 	





	 	 	 	 	 
	Date: 	 	
Your Signature:
	 	 
	 	
	 	




(Sign exactly as your name appears
on the Note)      

	 	 
	Social Security or Tax Identification No.:  	 
	 	





Signature Guarantee*





*NOTICE: The Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


A-12






 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE8



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




	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal Amount of	 	Signature of
	 	 	Decrease in	 	Increase in	 	this Global Note	 	Authorized Officer
	 	 	Principal Amount of	 	Principal Amount of	 	Following Such Decrease	 	of Trustee or Note
	Date of Exchange	 	this Global Note	 	this Global Note	 	or Increase	 	Custodian
	
	 	
	 	
	 	
	 	










	8	 	 This should be included only if the Note is issued in global form.


A-13






 






EXHIBIT B



FORM OF CERTIFICATE OF TRANSFER


Orbital Sciences Corporation

21839 Atlantic Blvd.

Dulles, VA 20166



U.S. Bank National Association

180 East 5th Street 55101

St. Paul, Minnesota 55101


          Re: 9% Senior Notes due 2011



Dear Sirs:



          Reference is hereby made to the Indenture, dated as of July 10, 2003 (the
“Indenture”), among Orbital Sciences Corporation, as issuer (the “Company”),
the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.                   , (the “Transferor”) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of $               in such Note[s] or interests (the
“Transfer”), to                (the “Transferee”), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:



[CHECK ALL THAT APPLY]



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



          2.   o   Check if Transferee will take delivery of a beneficial interest in
the Regulation S Global Note or a Definitive Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither


B-1






 



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 Distribution Compliance Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture
and the Securities Act.


          3.   o   Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any State of the United States, and accordingly the Transferor hereby
further certifies that (check one):




		
	 	(a)   o   Such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act; or




		
	 	(b)   o   Such Transfer is being effected to the Company or a subsidiary
thereof; or




		
	 	(c)   o   Such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act.




		
	 	(d)   o   such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a Restricted Global Note or
Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed
by the Transferee in a form of Exhibit D to the Indenture and (2) if such
Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached
to this certification and provided to the Company, which has confirmed
its acceptability), to the effect that such Transfer is in compliance
with the Securities Act. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the Definitive Note will be
subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Definitive Notes and in the Indenture and
the Securities Act.



B-2






 




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



               (a)   o   Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer 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 and the Securities
Act.



               (b)   o   Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture and the Securities Act.



               (c)   o   Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


B-3






 





This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.



	 	 	 	 	 
	
	Dated:
	 	 	 
	[Insert Name of Transferor]	
	 	 	 




	 	 	 
	By:	 	 
	 	

	 
	 	
Name:	 
	 	
Title:	 



B-4






 



ANNEX A TO CERTIFICATE OF TRANSFER



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


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



          (a)   o   a beneficial interest in:



               (i)    o   144A Global Note, or



               (ii)   o   Regulation S Global Note; or



          (b)   o   a Restricted Definitive Note.



2.        After the Transfer the Transferee will hold:


[CHECK ONE]



          (a)   o   a beneficial interest in:



               (i)     o   144A Global Note, or



               (ii)    o   Regulation S Global Note; or



               (iii)   o   the Unrestricted Global Note; or



          (b)   o   a Restricted Definitive Note; or



          (c)   o   an Unrestricted Definitive Note,



in accordance with the terms of the Indenture.



B-5






 





EXHIBIT C



FORM OF CERTIFICATE OF EXCHANGE


Orbital Sciences Corporation

21839 Atlantic Blvd.

Dulles, VA 20166



U.S. Bank National Association

180 East 5th Street 55101

St. Paul, Minnesota 55101



          Re: 9% Senior Notes due 2011



Dear Sirs:



          Reference is hereby made to the Indenture, dated as of July 10, 2003 (the
“Indenture”), between Orbital Sciences Corporation, as issuer (the “Company”),
the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.



                       , (the “Owner”) owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of
$               in such Note[s] or interests (the “Exchange”). In connection
with the Exchange, the Owner hereby certifies that:



1.   Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note.


               (a)   o   Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in an Unrestricted Global Note. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Note for
a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted 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)   o   Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted


C-1






 



Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any State of the United States.


               (c)   o   Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any State of the United States.



               (d)   o   Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note. In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any State of the United States.



2.   Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes.



		
	 	(a)   o   Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note
for a Restricted Definitive Note with an equal principal amount, the
Owner hereby certifies that (i) the Restricted Definitive Note 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 Restricted Definitive Note issued will continue to be
subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.




		
	 	(b)   o   Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of
the Owner’s Restricted Definitive Note for a beneficial interest in:
[CHECK ONE] o 144A Global Note, or o 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



C-2






 





		
	 	to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.



C-3






 





		
	 	This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.






[Insert Name of
Owner]

	 	 	 
	By:	 	 
	 	

	 
	 	
Name:	 
	 	
Title:	 
	 
	
 	 
	Dated:	 	 
	 	

	 




C-4






 





EXHIBIT D



FORM OF CERTIFICATE FROM ACQUIRING


INSTITUTIONAL ACCREDITED INVESTOR


Orbital Sciences Corporation

21839 Atlantic Blvd.

Dulles, VA 20166



U.S. Bank National Association

180 East 5th Street 55101

St. Paul, Minnesota 55101


          Re: [ ]% Senior Notes due 2011



Dear Sirs:



          Reference is hereby made to the Indenture, dated as of July [ ], 2003
(the “Indenture”), between Orbital Sciences Corporation, as issuer (the
“Company”), the Guarantors party thereto and U.S. Bank National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.



          In connection with our proposed purchase of $               aggregate
principal amount of: (a) a beneficial interest in a Global Note, or (b) a
Definitive Note, we confirm that:




	1.	 	We understand and acknowledge that the Notes have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or
any other applicable securities law, and may not be offered, sold or
otherwise transferred except in compliance with the registration
requirements of the Securities Act or any other applicable securities law
or pursuant to an exemption therefrom and in each case in compliance with
the conditions for transfer set forth below.
	 
	2.	 	We are an institutional “accredited investor” under the Securities Act
within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
under the Securities Act (“Rule 501”) or, if the Notes are to be purchased
for one or more accounts (“investor accounts”) for which we are acting as
fiduciary or agent, each such investor account is an institutional
“accredited investor” on a like basis. We have such knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of purchasing the Notes and invest in or
purchase securities similar to the Notes in the normal course of our
business. We and any accounts for which we are acting are each aware that
we may be required, and are each able, to bear the economic risk of our or
its investment in the Notes for an indefinite period of time.
	 
	3.	 	We are purchasing the Notes for our own account, or for one or more
investor accounts for which we are acting as a fiduciary or agent, in each
case for investment, and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities
Act, subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all
times within our or their control and subject to our or their ability to
resell such Notes pursuant to Rule 144A



D-1






 





	 	 	under the Securities Act (“Rule 144A”) or any exemption from registration
available under the Securities Act.
	 
	4.	 	We agree on our own behalf and on behalf of any investor account for
which we are purchasing Notes to offer, sell or otherwise transfer such
Notes prior to the date which is two years (or such other period that may
hereafter be provided under Rule 144(k) under the Securities Act as
permitting resales of restricted securities by non-affiliates without
restriction) after the later of the date of original issue and the last
date on which the Company or any affiliate of the Company was the owner of
such Notes (or any predecessor thereof) (the “Resale Restriction
Termination Date”) only (a) to the Company, (b) pursuant to a registration
statement which has been declared effective under the Securities Act, (c)
for so long as the Notes are eligible for resale pursuant to Rule 144A to
a person we reasonably believe is a “qualified institutional buyer” as
defined in Rule 144A (a “QIB”) that purchases for its own account or for
the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) outside the United States in an
offshore transaction in accordance with Rule 904 under the Securities Act,
(e) to an institutional “accredited investor” within the meaning of
subparagraph (a)(1), (2), (3) or (7) of Rule 501 that is purchasing the
Notes for its own account or for the account of such an institutional
“accredited investor” for investment purposes only, and not with a view
to, or for offer or sale in connection with, any distribution in violation
of the Securities Act, or (f) pursuant to any other available exemption
from the registration requirements of the Securities Act, subject in each
of the foregoing cases to any requirement of law that the disposition of
our property or the property of such investor account or accounts be at
all times within our, its or their control and in each case in compliance
with any applicable securities laws of any U.S. state or any other
applicable jurisdiction. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any
resale or other transfer of the Notes is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide,
among other things, that the transferee is an institutional “accredited
investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of
Rule 501 and that it is acquiring such Notes for investment purposes and
not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to
the offer, sale or other transfer made prior to the Resale Termination
Date to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Company and the Trustee.
	 
	5.	 	We understand that the Notes will be delivered in registered form only
and that the certificates delivered to us in respect of the Notes will
contain a legend substantially to the following effect:
	 
	 	 	THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT



D-2






 





	 	 	PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED
HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A
FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THE SECURITY
EVIDENCED HEREBY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (d) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF APPLICABLE) OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY
SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.
	 
	6.	 	If we are acquiring any of the Notes as a fiduciary or agent for one or
more investor accounts, we represent that we have sole investment
discretion with respect to each such account and we have full power to
make the foregoing acknowledgments, representations, warranties and
agreements on behalf of each such investor account.



D-3






 




          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.




	 	 	 	 	 	 	 
	
	 	Dated:	 	 	 	 
	[Insert Name of Accredited Investor]	 	 	 	

	,	






	 	 
	By:	 
	 	

	Name:
	Title:




D-4






 





EXHIBIT E



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
Orbital Sciences Corporation (or its permitted successor), a Delaware
corporation (the “Company”), the Company and U.S. Bank National Association, as
trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H



          WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of July 10, 2003, providing for the
issuance of 9% Senior Notes due 2011 (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 any newly-acquired or created Guarantor shall
unconditionally guarantee all of the Company’s obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the “Subsidiary
Guarantee”); and



          WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.



          NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders 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 irrevocably and
unconditionally guarantees the Guarantee Obligations, which include (i) the due
and punctual payment of interest on the overdue principal and premium, if any,
and (to the extent permitted by law) interest on any interest on the Notes, and
the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee under the Notes, the Indenture and the Registration
Rights Agreement, all in accordance with the terms set forth in Article X of
the Indenture, and (ii) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations under the Notes, the Indenture
and the Registration Rights Agreement, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration, call for redemption, upon
a Change of Control Offer, an Asset Sale Offer, or otherwise, subject, however,
in the case of clauses (i) and (ii) above, to the limitations set forth in
Section 10.5 of the Indenture.


E-1






 



          The obligations of Guaranteeing Subsidiary to the Holders and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article X of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee.



          No past, present or future, direct or indirect, stockholder, employee,
officer, director, agent or representative of the Company, the Guarantors or
any such successor entity, as such, shall have any liability for any
Obligations of the Company or the Guarantors under the Notes, the Guarantees or
the Indenture or for any claim based on, in respect of, or by reason of, such
Obligations or their creation, except in their capacity as an obligor or
Guarantor of the Notes in accordance with the Indenture.



          This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon the Guaranteeing Subsidiary and its successors and
assigns until full and final payment of all of the Company’s obligations under
the Notes and Indenture or until released or defeased in accordance with the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a
Guarantee of payment and performance and not of collectibility.



          The obligations of the Guaranteeing Subsidiary under its Subsidiary
Guarantee shall be limited to the extent necessary to insure that it does not
constitute a fraudulent conveyance under applicable law.



          THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.



          3.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.



          4.   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.



          5.   Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.


E-2






 



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




	 	 	 	 	 
	 	 	THE COMPANY:
	 	 	
ORBITAL SCIENCES CORPORATION
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	
	 
	 	 	 	
Name:	 
	 	 	 	
Title:	 




	 	 	 	 	 
	 	 	GUARANTEEING SUBSIDIARY:
	 	 	
NAME:	 	 
	 	 	 	 	 
	 	 	
By:
	 	 
	 	 	 	
	 
	 	 	 	Name:	 
	 	 	 	Title:	 




	 	 	 	 	 
	 	 	THE TRUSTEE:
	 	 	
U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By: 	 	 
	 	 	 	
	 
	 	 	 	
Name:	 
	 	 	 	
Title: