Exhibit 4.2








 









 




INDENTURE




 




Dated

as of August 6, 2003




 




Among




 




EURAMAX

INTERNATIONAL, INC. and




EURAMAX

INTERNATIONAL HOLDINGS B.V.,




as

Issuers,




 




the

Guarantors named herein




 




and




 




JPMORGAN

CHASE BANK,




as

Trustee




 






















 




81⁄2%

Senior Subordinated Notes due 2011








 









 





























 




CROSS-REFERENCE TABLE




 




	

  Trust Indenture Act Section


  	

   


  	

  Indenture


  Section


  
	

  § 310(a)(1)


  	

   


  	

  7.10


  
	

   


  	

  (a)(2)


  	

   


  	

  7.10


  
	

   


  	

  (a)(3)


  	

   


  	

  N.A.


  
	

   


  	

  (a)(4)


  	

   


  	

  N.A.


  
	

   


  	

  (a)(5)


  	

   


  	

  N.A.


  
	

   


  	

  (b)


  	

   


  	

  7.08; 7.10; 13.02


  
	

   


  	

  (c)


  	

   


  	

  N.A.


  
	

  § 311(a)


  	

   


  	

  7.11


  
	

   


  	

  (b)


  	

   


  	

  7.11


  
	

   


  	

  (c)


  	

   


  	

  N.A.


  
	

  § 312(a)


  	

   


  	

  2.05


  
	

   


  	

  (b)


  	

   


  	

  13.03


  
	

   


  	

  (c)


  	

   


  	

  13.03


  
	

  § 313(a)


  	

   


  	

  7.06


  
	

   


  	

  (b)(1)


  	

   


  	

  N.A.


  
	

   


  	

  (b)(2)


  	

   


  	

  7.06


  
	

   


  	

  (c)


  	

   


  	

  7.06, 13.02


  
	

   


  	

  (d)


  	

   


  	

  7.06


  
	

  § 314(a)


  	

   


  	

  4.11; 4.12; 13.02


  
	

   


  	

  (b)


  	

   


  	

  N.A.


  
	

   


  	

  (c)(1)


  	

   


  	

  13.04


  
	

   


  	

  (c)(2)


  	

   


  	

  13.04


  
	

   


  	

  (c)(3)


  	

   


  	

  N.A.


  
	

   


  	

  (d)


  	

   


  	

  N.A.


  
	

   


  	

  (e)


  	

   


  	

  13.05


  
	

   


  	

  (f)


  	

   


  	

  N.A.


  
	

  § 315(a)


  	

   


  	

  7.01(b)


  
	

   


  	

  (b)


  	

   


  	

  7.05; 13.02


  
	

   


  	

  (c)


  	

   


  	

  7.01(a)


  
	

   


  	

  (d)


  	

   


  	

  7.01(c)


  
	

   


  	

  (e)


  	

   


  	

  6.11


  
	

  § 316(a)(last sentence)


  	

   


  	

  2.09


  
	

   


  	

  (a)(1)(A)


  	

   


  	

  6.05


  
	

   


  	

  (a)(1)(B)


  	

   


  	

  6.04


  
	

   


  	

  (a)(2)


  	

   


  	

  N.A.


  
	

   


  	

  (b)


  	

   


  	

  6.07


  
	

   


  	

  (c)


  	

   


  	

  10.04


  
	

  § 317(a)(1)


  	

   


  	

  6.08


  
	

   


  	

  (a)(2)


  	

   


  	

  6.09


  
	

   


  	

  (b)


  	

   


  	

  2.04


  
	

  § 318(a)


  	

   


  	

  13.01


  





 






















N.A. 

means Not Applicable.




NOTE:   This Cross-Reference Table shall not, for

any purpose, be deemed to be a part of the Indenture.




 




i





























 




TABLE OF CONTENTS




 




	

  ARTICLE ONE


  
	

   


  
	

  DEFINITIONS

  AND INCORPORATION BY REFERENCE


  
	

   


  
	

  SECTION 1.01.


  	

  DEFINITIONS.


  
	

  SECTION 1.02.


  	

  OTHER DEFINITIONS.


  
	

  SECTION 1.03.


  	

  INCORPORATION BY REFERENCE OF TRUST

  INDENTURE ACT.


  
	

  SECTION 1.04.


  	

  RULES OF CONSTRUCTION.


  
	

   


  
	

  ARTICLE TWO


  
	

   


  
	

  THE SECURITIES


  
	

   


  
	

  SECTION 2.01.


  	

  FORM AND DATING.


  
	

  SECTION

  2.02.


  	

  EXECUTION

  AND AUTHENTICATION.


  
	

  SECTION 2.03.


  	

  REGISTRAR AND

  PAYING AGENT.


  
	

  SECTION

  2.04.


  	

  PAYING

  AGENT TO HOLD MONEY IN TRUST.


  
	

  SECTION 2.05.


  	

  SECURITYHOLDER

  LISTS.


  
	

  SECTION 2.06.


  	

  TRANSFER AND

  EXCHANGE.


  
	

  SECTION 2.07.


  	

  REPLACEMENT

  SECURITIES.


  
	

  SECTION 2.08.


  	

  OUTSTANDING

  SECURITIES.


  
	

  SECTION 2.09.


  	

  TREASURY SECURITIES.


  
	

  SECTION 2.10.


  	

  TEMPORARY

  SECURITIES.


  
	

  SECTION 2.11.


  	

  CANCELLATION.


  
	

  SECTION 2.12.


  	

  DEFAULTED INTEREST.


  
	

  SECTION 2.13.


  	

  CUSIP OR ISIN

  NUMBER.


  
	

  SECTION 2.14.


  	

  DEPOSIT OF MONEYS.


  
	

  SECTION 2.15.


  	

  PAYMENTS OF

  INTEREST.


  
	

   


  
	

  ARTICLE THREE


  
	

   


  
	

  REDEMPTION


  
	

   


  
	

  SECTION 3.01.


  	

  NOTICES TO TRUSTEE.


  
	

  SECTION

  3.02.


  	

  SELECTION

  OF SECURITIES TO BE REDEEMED.


  
	

  SECTION 3.03.


  	

  NOTICE OF

  REDEMPTION.


  
	

  SECTION

  3.04.


  	

  EFFECT OF

  NOTICE OF REDEMPTION.


  
	

  SECTION

  3.05.


  	

  DEPOSIT OF

  REDEMPTION PRICE.


  
	

  SECTION

  3.06.


  	

  SECURITIES

  REDEEMED IN PART.


  
	

  SECTION 3.07.


  	

  RIGHT OF REDEMPTION.


  





 




ii





























 




	

  ARTICLE FOUR


  
	

   


  
	

  COVENANTS


  
	

   


  
	

  SECTION 4.01.


  	

  PAYMENT OF

  SECURITIES.


  
	

  SECTION

  4.02.


  	

  MAINTENANCE

  OF OFFICE OR AGENCY.


  
	

  SECTION

  4.03.


  	

  LIMITATION

  ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS.


  
	

  SECTION 4.04.


  	

  LIMITATION ON

  INDEBTEDNESS.


  
	

  SECTION

  4.05.


  	

  LIMITATION

  ON CERTAIN ASSET DISPOSITIONS.


  
	

  SECTION

  4.06.


  	

  LIMITATION

  ON RESTRICTED PAYMENTS.


  
	

  SECTION 4.07.


  	

  CORPORATE EXISTENCE.


  
	

  SECTION

  4.08.


  	

  PAYMENT

  OF TAXES AND OTHER CLAIMS.


  
	

  SECTION 4.09.


  	

  NOTICE OF DEFAULTS.


  
	

  SECTION 4.10.


  	

  MAINTENANCE OF

  PROPERTIES.


  
	

  SECTION 4.11.


  	

  COMPLIANCE

  CERTIFICATE.


  
	

  SECTION

  4.12.


  	

  REPORTS.


  
	

  SECTION 4.13.


  	

  WAIVER OF STAY, EXTENSION OR USURY LAWS.


  
	

  SECTION 4.14.


  	

  CHANGE OF CONTROL.


  
	

  SECTION

  4.15.


  	

  LIMITATION

  ON SENIOR SUBORDINATED INDEBTEDNESS.


  
	

  SECTION 4.16.


  	

  LIMITATIONS

  CONCERNING DISTRIBUTIONS AND TRANSFERS BY RESTRICTED SUBSIDIARIES.


  
	

  SECTION 4.17.


  	

  LIMITATION

  ON ISSUANCE AND SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES.


  
	

  SECTION 4.18.


  	

  LIMITATION ON LIENS.


  
	

  SECTION 4.19.


  	

  PAYMENT OF ADDITIONAL AMOUNTS.


  
	

  SECTION 4.20.


  	

  ADDITIONAL

  GUARANTEES.


  
	

   


  
	

  ARTICLE FIVE


  
	

   


  
	

  MERGERS; SUCCESSOR

  CORPORATION


  
	

   


  
	

  SECTION 5.01.


  	

  RESTRICTION ON MERGERS, CONSOLIDATIONS AND

  CERTAIN SALES OF ASSETS.


  
	

  SECTION 5.02.


  	

  SUCCESSOR CORPORATION SUBSTITUTED.


  
	

   


  
	

  ARTICLE SIX


  
	

   


  
	

  DEFAULT

  AND REMEDIES


  
	

   


  
	

  SECTION 6.01.


  	

  EVENTS OF DEFAULT.


  
	

  SECTION 6.02.


  	

  ACCELERATION.


  
	

  SECTION 6.03.


  	

  OTHER REMEDIES.


  
	

  SECTION 6.04.


  	

  WAIVER OF PAST

  DEFAULT.


  
	

  SECTION 6.05.


  	

  CONTROL BY MAJORITY.


  
	

  SECTION 6.06.


  	

  LIMITATION ON SUITS.


  
	

  SECTION

  6.07.


  	

  RIGHTS

  OF HOLDERS TO RECEIVE PAYMENT.


  
	

  SECTION 6.08.


  	

  COLLECTION

  SUIT BY TRUSTEE.


  
	

  SECTION

  6.09.


  	

  TRUSTEE

  MAY FILE PROOFS OF CLAIM.


  
	

  SECTION 6.10.


  	

  PRIORITIES.


  





 




iii





























 




	

  SECTION 6.11.


  	

  UNDERTAKING FOR

  COSTS.


  
	

   


  
	

  ARTICLE SEVEN


  
	

   


  
	

  TRUSTEE


  
	

   


  
	

  SECTION 7.01.


  	

  DUTIES OF TRUSTEE.


  
	

  SECTION 7.02.


  	

  RIGHTS OF TRUSTEE.


  
	

  SECTION

  7.03.


  	

  INDIVIDUAL

  RIGHTS OF TRUSTEE.


  
	

  SECTION 7.04.


  	

  TRUSTEE’S

  DISCLAIMER.


  
	

  SECTION 7.05.


  	

  NOTICE OF DEFAULTS.


  
	

  SECTION

  7.06.


  	

  REPORTS BY

  TRUSTEE TO HOLDERS.


  
	

  SECTION 7.07.


  	

  COMPENSATION

  AND INDEMNITY.


  
	

  SECTION 7.08.


  	

  REPLACEMENT OF

  TRUSTEE.


  
	

  SECTION

  7.09.


  	

  SUCCESSOR

  TRUSTEE BY MERGER, ETC.


  
	

  SECTION

  7.10.


  	

  ELIGIBILITY;

  DISQUALIFICATION.


  
	

  SECTION

  7.11.


  	

  PREFERENTIAL

  COLLECTION OF CLAIMS AGAINST THE ISSUERS.


  
	

   


  
	

  ARTICLE EIGHT


  
	

   


  
	

  SUBORDINATION OF SECURITIES


  
	

   


  
	

  SECTION

  8.01.


  	

  SECURITIES

  SUBORDINATED TO SENIOR DEBT.


  
	

  SECTION

  8.02.


  	

  NO

  PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.


  
	

  SECTION

  8.03.


  	

  PAYMENT

  OVER OF PROCEEDS UPON DISSOLUTION, ETC.


  
	

  SECTION 8.04.


  	

  SUBROGATION.


  
	

  SECTION

  8.05.


  	

  OBLIGATIONS

  OF ISSUERS UNCONDITIONAL.


  
	

  SECTION 8.06.


  	

  NOTICE TO TRUSTEE.


  
	

  SECTION

  8.07.


  	

  RELIANCE

  ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.


  
	

  SECTION

  8.08.


  	

  TRUSTEE’S

  RELATION TO SENIOR DEBT.


  
	

  SECTION 8.09.


  	

  SUBORDINATION

  RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE ISSUERS OR HOLDERS OF SENIOR

  DEBT.


  
	

  SECTION

  8.10.


  	

  SECURITYHOLDERS

  AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.


  
	

  SECTION

  8.11.


  	

  THIS

  ARTICLE NOT TO PREVENT EVENTS OF DEFAULT.


  
	

  SECTION

  8.12.


  	

  TRUSTEE’S

  COMPENSATION NOT PREJUDICED.


  
	

  SECTION

  8.13.


  	

  NO

  WAIVER OF SUBORDINATION PROVISIONS.


  
	

  SECTION

  8.14.


  	

  SUBORDINATION

  PROVISIONS NOT APPLICABLE TO MONEY HELD IN TRUST FOR SECURITYHOLDERS;

  PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.


  
	

  SECTION 8.15.


  	

  ACCELERATION OF

  SECURITIES.


  
	

  SECTION 8.16.


  	

  MISCELLANEOUS.


  





 




iv





























 




	

  ARTICLE NINE


  
	

   


  
	

  DISCHARGE

  OF INDENTURE


  
	

   


  
	

  SECTION

  9.01.


  	

  TERMINATION

  OF ISSUERS’ OBLIGATIONS.


  
	

  SECTION 9.02.


  	

  APPLICATION

  OF TRUST MONEY.


  
	

  SECTION 9.03.


  	

  REPAYMENT TO

  ISSUERS.


  
	

  SECTION 9.04.


  	

  REINSTATEMENT.


  
	

   


  
	

  ARTICLE TEN


  
	

   


  
	

  AMENDMENTS, SUPPLEMENTS

  AND WAIVERS


  
	

   


  
	

  SECTION

  10.01.


  	

  WITHOUT

  CONSENT OF HOLDERS.


  
	

  SECTION 10.02.


  	

  WITH CONSENT OF

  HOLDERS.


  
	

  SECTION

  10.03.


  	

  COMPLIANCE

  WITH TRUST INDENTURE ACT.


  
	

  SECTION

  10.04.


  	

  REVOCATION

  AND EFFECT OF CONSENTS.


  
	

  SECTION

  10.05.


  	

  NOTATION

  ON OR EXCHANGE OF SECURITIES.


  
	

  SECTION 10.06.


  	

  TRUSTEE TO SIGN AMENDMENTS, ETC.


  
	

   


  
	

  ARTICLE ELEVEN


  
	

   


  
	

  GUARANTEES


  
	

   


  
	

  SECTION 11.01.


  	

  UNCONDITIONAL

  GUARANTEE.


  
	

  SECTION 11.02.


  	

  SEVERABILITY.


  
	

  SECTION 11.03.


  	

  RELEASE OF

  GUARANTORS.


  
	

  SECTION

  11.04.


  	

  LIMITATION

  OF GUARANTORS’ LIABILITY.


  
	

  SECTION 11.05.


  	

  EXECUTION OF

  GUARANTEE.


  
	

  SECTION

  11.06.


  	

  SUBORDINATION

  OF SUBROGATION AND OTHER RIGHTS.


  
	

   


  
	

  ARTICLE TWELVE


  
	

   


  
	

  SUBORDINATION OF GUARANTEES


  
	

   


  	

   


  
	

  SECTION

  12.01.


  	

  GUARANTEE

  OBLIGATIONS SUBORDINATED TO GUARANTOR SENIOR DEBT.


  
	

  SECTION

  12.02.


  	

  NO

  PAYMENT ON GUARANTEE IN CERTAIN CIRCUMSTANCES.


  
	

  SECTION

  12.03.


  	

  PAYMENT

  OVER OF PROCEEDS UPON DISSOLUTION, ETC.


  
	

  SECTION 12.04.


  	

  SUBROGATION.


  
	

  SECTION

  12.05.


  	

  OBLIGATIONS

  OF GUARANTOR UNCONDITIONAL.


  
	

  SECTION 12.06.


  	

  NOTICE TO TRUSTEE.


  
	

  SECTION

  12.07.


  	

  RELIANCE

  ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.


  
	

  SECTION

  12.08.


  	

  TRUSTEE’S

  RELATION TO GUARANTOR SENIOR DEBT.


  
	

  SECTION 12.09.


  	

  SUBORDINATION

  RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF ANY GUARANTOR OR HOLDERS OF

  GUARANTOR SENIOR DEBT.


  
	

  SECTION 12.10.


  	

  SECURITYHOLDERS

  AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF GUARANTEE.


  





 




v





























 




	

  SECTION 12.11.


  	

  THIS ARTICLE NOT TO PREVENT EVENTS OF

  DEFAULT.


  
	

  SECTION

  12.12.


  	

  TRUSTEE’S

  COMPENSATION NOT PREJUDICED.


  
	

  SECTION

  12.13.


  	

  NO

  WAIVER OF GUARANTEE SUBORDINATION PROVISIONS.


  
	

  SECTION

  12.14.


  	

  PAYMENTS

  MAY BE PAID PRIOR TO DISSOLUTION.


  
	

   


  
	

  ARTICLE

  THIRTEEN


  
	

   


  
	

  MISCELLANEOUS


  
	

   


  
	

  SECTION

  13.01.


  	

  TRUST

  INDENTURE ACT CONTROLS.


  
	

  SECTION

  13.02.


  	

  NOTICES.


  
	

  SECTION

  13.03.


  	

  COMMUNICATIONS

  BY HOLDERS WITH OTHER HOLDERS.


  
	

  SECTION

  13.04.


  	

  CERTIFICATE

  AND OPINION AS TO CONDITIONS PRECEDENT.


  
	

  SECTION

  13.05.


  	

  STATEMENTS

  REQUIRED IN CERTIFICATE OR OPINION.


  
	

  SECTION 13.06.


  	

  RULES BY TRUSTEE, PAYING AGENT,

  REGISTRAR.


  
	

  SECTION 13.07.


  	

  GOVERNING LAW.


  
	

  SECTION

  13.08.


  	

  NO RECOURSE

  AGAINST OTHERS.


  
	

  SECTION 13.09.


  	

  SUCCESSORS.


  
	

  SECTION 13.10.


  	

  COUNTERPART

  ORIGINALS.


  
	

  SECTION 13.11.


  	

  SEVERABILITY.


  
	

  SECTION

  13.12.


  	

  NO

  ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


  
	

  SECTION 13.13.


  	

  LEGAL HOLIDAYS.


  
	

  SECTION

  13.14.


  	

  AGENT

  FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.


  
	

   


  
	

  SIGNATURES


  
	

   


  
	

  EXHIBIT A – Form of Global Initial Security


  
	

  EXHIBIT B – Form of Unrestricted Global

  Security


  
	

  EXHIBIT C – Form of Certificate of Transfer


  
	

  EXHIBIT D – Form of Certificate From

  Acquiring Accredited Institutional Investor


  
	

  EXHIBIT E – Form of Certificate of Exchange


  





 






















NOTE: 

This Table of Contents shall not, for any purpose, be deemed to be a

part of the Indenture.




 




vi





























 




INDENTURE dated as of August

6, 2003, among EURAMAX INTERNATIONAL, INC., a Delaware corporation (the “Company”),

EURAMAX INTERNATIONAL HOLDINGS B.V., a Dutch registered company (“Euramax

B.V.” and together with the Company, the “Issuers”), the guarantors

party hereto from time to time (the “Guarantors”), and JPMORGAN CHASE

BANK (the “Trustee”).




 




Each party hereto agrees as

follows for the benefit of each other party and for the equal and ratable

benefit of the Holders of the Issuers’ 81/2% Senior

Subordinated Notes due 2011:




 




ARTICLE ONE




 




DEFINITIONS

AND INCORPORATION BY REFERENCE




 




SECTION 1.01.                                    Definitions.




 




“1996 Notes” means

the 111/4% Senior Subordinated Notes due 2006 of Euramax

International Limited, Euramax European Holdings Limited and Euramax European

Holdings, B.V., each Wholly Owned Subsidiaries of the Company.




 




“2003 Stock Transaction”

means the acquisition of common stock of the Company on June 12, 2003 by

Citigroup Venture Capital Equity Partners, L.P. (“CVCEP”) and its

affiliates from CVC European Equity Partners, L.P., CVC European Equity

Partners (Jersey), L.P. and BNP Paribas and certain other stockholders.




 




“Acquired Indebtedness”

means, with respect to any Person, Indebtedness of such Person (i) existing at

the time such Person becomes a Restricted Subsidiary or (ii) assumed in

connection with the acquisition of assets from another Person, including

Indebtedness Incurred in connection with, or in contemplation of, such Person

becoming a Restricted Subsidiary or such acquisition, as the case may be.




 




“Additional Interest”

means the additional interest on the Securities which the Issuers have agreed

to pay, as liquidated damages, under the circumstances and to the extent set

forth in Section 4 of the Registration Rights Agreement.




 




“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled

by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control”

when used with respect to any Person means the power to direct the management

and policies of such Person, directly or indirectly, whether through the

ownership of voting securities, by contract or otherwise; and the terms

“controlling” and “controlled” have meanings correlative to the foregoing.




 




“Agent” means any

Registrar, Paying Agent or co-Registrar or in connection with the Credit

Agreement, the agent thereunder.  See

Section 2.03.




 




“Applicable Premium”

means, with respect to any Security on any applicable redemption date, the

greater of:




 




(1)           1.0% of the then

outstanding principal amount of the Security; and




 




(2)           the excess of:




 




(a)           the present value at

such redemption date of (i) the redemption price of the Security at August 15,

2007 as set forth in Section 3.07(b) plus (ii) all remaining required




 





























 




interest

payments due on the Security through August 15, 2007 (excluding accrued but

unpaid interest), computed using a semi-annual discount rate equal to the

Treasury Rate as of such redemption date plus 50 basis points; over




 




(b)           the then outstanding

principal amount of the Security.




 




 “Applicable Procedures” means with respect to any transfer

or exchange of Book-Entry Interests, the rules and procedures of the

Depositary, DTC, Euroclear or Clearstream that apply to such transfer or

exchange.




 




“Asset Disposition”

means any sale, transfer or other disposition (including, without limitation,

by merger, consolidation or sale-and-leaseback transaction) of




 




(i)            shares of Capital

Stock of a Subsidiary of the Company (other than directors’ qualifying shares

and shares owned by foreign shareholders to the extent required by applicable

local law in foreign countries), or




 




(ii)           property or assets

of the Company or any Subsidiary of the Company;




 




provided, however, that an Asset Disposition

shall not include




 




(a)           any sale, transfer, pledge or other

disposition of shares of Capital Stock, property or assets by a Restricted

Subsidiary of the Company to the Company or to any Wholly Owned Subsidiary of

the Company;




 




(b)           any sale, transfer or other

disposition of defaulted receivables for collection or any sale, transfer or

other disposition of property or assets in the ordinary course of business;




 




(c)           any isolated sale, transfer or other

disposition that does not involve aggregate consideration in excess of $2.5

million individually;




 




(d)           the grant in the ordinary course of

business of any nonexclusive license of patents, trademarks, registrations

therefor and other similar intellectual property;




 




(e)           any Lien (or foreclosure thereon)

securing Indebtedness to the extent that such Lien is a Permitted Lien or

otherwise granted in compliance with Section 4.18;




 




(f)            any Restricted Payment permitted by

Section 4.06;




 




(g)           any disposition of assets or property

in the ordinary course of business to the extent such property or assets are

obsolete, worn-out or no longer useful in the Company’s or any of its

Restricted Subsidiaries’ business;




 




(h)           the sale, lease, conveyance or

disposition or other transfer of all or substantially all of the assets of the

Issuers as permitted under Section 5.01; provided that the assets not so

sold, leased, conveyed, disposed of or otherwise transferred shall be deemed an

Asset Disposition; or




 




(i)            any disposition that constitutes a

Change of Control.




 




Notwithstanding the

foregoing, the term “Asset Disposition” shall not include a disposition that

constitutes a Permitted Investment or a Restricted Payment permitted by Section

4.06.




 




2





























 




“Average Life” means,

as of the date of determination, with respect to any Indebtedness for borrowed

money or Preferred Stock, the quotient obtained by dividing (i) the sum of the

products of the number of years from the date of determination to the dates of

each successive scheduled principal or liquidation value payments of such

Indebtedness or Preferred Stock, respectively, and the amount of such principal

or liquidation value payments, by (ii) the sum of all such principal or

liquidation value payments.




 




“Bankruptcy Law”

means (i) Title 11 of the U.S. Code, (ii) the “Faillissementswet” or (iii) any

other law of the United States, The Netherlands, any political subdivision

thereof or any other jurisdiction relating to bankruptcy, insolvency, winding

up, liquidation, reorganization or relief of debtors.




 




“Board of Directors”

means the Board of Directors of any of the Issuers or the Guarantors, as the

case may be, or any authorized committee of that Board.




 




“Board Resolution”

means, with respect to any Person, a duly adopted resolution of the Board of

Directors of such Person.




 




“Book-Entry Interest”

means a beneficial interest in a Global Security shown on and only transferred

through records maintained in book-entry form by DTC (with respect to the

Participants) and its Participants.




 




“Business Day” means

each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which

banking institutions in the City of New York are authorized or obligated by

law, resolution or executive order to close.




 




“Capital Lease

Obligations” of any Person means the obligations to pay rent or other

amounts under a lease of (or other Indebtedness arrangements conveying the

right to use) real or personal property of such Person which are required to be

classified and accounted for as a capital lease or liability on the face of a

balance sheet of such Person in accordance with GAAP.  The amount of such obligations shall be the capitalized amount

thereof in accordance with GAAP and the stated maturity thereof shall be the

date of the last payment of rent or any other amount due under such lease prior

to the first date upon which such lease may be terminated by the lessee without

payment of a penalty.




 




“Capital Stock” of

any Person means any and all shares, interests, participations or other

equivalents (however designated) of corporate stock of such Person (including

any Preferred Stock outstanding on the Issue Date).




 




“Change of Control”

means the occurrence of any of the following events after the Issue Date:




 




(i)            any Person or any

Persons acting together that would constitute a group (for purposes of Section

13(d) of the Exchange Act, or any successor provision thereto) (a “Group”),

together with any Affiliates or Related Persons thereof, other than Permitted

Holders, shall “beneficially own” (as defined in Rule 13d-3 under the Exchange

Act, or any successor provision thereto) at least a majority of the voting

power of the outstanding Voting Stock of the Company;




 




(ii)           any sale, lease or

other transfer (in one transaction or a series of related transactions) is made

by the Company or its Restricted Subsidiaries of all or substantially all of

the consolidated assets of the Company and its Restricted Subsidiaries to any

Person;




 




3





























 




(iii)          the Company

consolidates with or merges with or into another Person or any Person

consolidates with, or merges with or into, the Company, in any such event

pursuant to a transaction in which immediately after the consummation thereof

Persons owning a majority of the voting stock of the Company immediately prior to

such consummation shall cease to own a majority of the voting stock of the

Company or the surviving entity if other than the Company;




 




(iv)          Continuing Directors

cease to constitute at least a majority of the Board of Directors of the

Company; or




 




(v)           the stockholders of

the Company approve any plan or proposal for the liquidation or dissolution of

the Company.




 




“Claim” means any

claim arising from the rescission of the purchase of the Securities, for damage

arising from the purchase of the Securities or for reimbursement or

contribution on account of such a claim.




 




“Clearstream” means

Clearstream Banking, société anonyme, Luxembourg, or any successor securities

clearing agency.




 




“Code” means the

Internal Revenue Code of 1986, as amended.




 




“Common Stock” of any

Person means Capital Stock of such Person that does not rank prior, as to the

payment of dividends or as to the distribution of assets upon any voluntary or

involuntary liquidation, dissolution or winding up of such Person, to shares of

Capital Stock of any other class of such Person.




 




“Company” means the

Person named as the “Company” in the first paragraph of this indenture until a

successor shall have become such pursuant to the applicable provisions of this

Indenture, and thereafter “Company” shall mean such successor.




 




“Company Request”

means a written request or order signed in the name of the Company by its

Chairman of the Board, its Vice Chairman of the Board, its President or a Vice

President, and by its Treasurer, an Assistant Treasurer, its Secretary or an

Assistant Secretary, and delivered to the Trustee.




 




“Consolidated Cash Flow

Available for Fixed Charges” of any Person means for any period the

Consolidated Net Income of such Person for such period increased (to the extent

Consolidated Net Income for such period has been reduced thereby) by the sum of

(without duplication):




 




(i)            Consolidated

Interest Expense of such Person for such period, plus




 




(ii)           Consolidated Income

Tax Expense of such Person for such period, plus




 




(iii)          the consolidated

depreciation and amortization expense included in the income statement of such

Person prepared in accordance with GAAP for such period, plus




 




(iv)          any other non-cash

charges (including, without limitation, charges relating to the issuance or

vesting of Capital Stock (other than Disqualified Stock) to Permitted Holders

or the issuance or exercise of options to acquire Capital Stock (other than

Disqualified Stock) to or by Permitted Holders) to the extent deducted from or

reflected in Consolidated Net Income except for any non-cash charges that

represent accruals of, or reserves for, cash disbursements to be made in any

future accounting period, plus




 




4





























 




(v)           to the extent not

capitalized, fees and expenses related to the Securities issued on the Issue

Date, the Tender Offer and the 2003 Stock Transaction.




 




“Consolidated Cash Flow

Ratio” of any Person means for any period the ratio of:




 




(i)            Consolidated Cash

Flow Available for Fixed Charges of such Person for such period to




 




(ii)           the sum of




 




(A)          Consolidated Interest Expense of such

Person for such period, plus




 




(B)           the annual interest expense with

respect to any Indebtedness proposed to be Incurred by such Person or its

Restricted Subsidiaries, minus




 




(C)           Consolidated Interest Expense of such

Person to the extent included in clause (ii)(A) with respect to any

Indebtedness that will no longer be outstanding as a result of the Incurrence

of the Indebtedness proposed to be Incurred, plus




 




(D)          the annual interest expense with

respect to any other Indebtedness Incurred by such Person or its Restricted

Subsidiaries since the end of such period to the extent not included in clause

(ii)(A), minus




 




(E)           Consolidated Interest Expense of such

Person to the extent included in clause (ii)(A) with respect to any

Indebtedness that no longer is outstanding as a result of the Incurrence of the

Indebtedness referred to in clause (ii)(D);




 




provided, however, that in making such

computation, the Consolidated Interest Expense of such Person attributable to

interest on any  Indebtedness

bearing a floating interest rate shall be computed on a pro forma basis as if

the rate in effect on the date of computation (after giving effect to any hedge

in respect of such Indebtedness that will, by its terms, remain in effect until

the earlier of the maturity of such Indebtedness or the date one year after the

date of such determination) had been the applicable rate for the entire period;

provided, further, however, that, in the event such Person

or any of its Restricted Subsidiaries has made any Asset Dispositions or

acquisitions of assets not in the ordinary course of business (including

acquisitions of other Persons by merger, consolidation or purchase of Capital

Stock) during or after such period and on or prior to the date of measurement,

such computation shall be made on a pro forma basis as if the Asset

Dispositions or acquisitions had taken place on the first day of such

period.  Calculations of pro forma amounts

in accordance with this definition shall be done in accordance with Article 11

of Regulation S-X under the Securities Act or any successor provision and may

include reasonably ascertainable cost savings.




 




“Consolidated Income Tax

Expense” of any Person means for any period the consolidated provision for

income taxes of such Person and its Restricted Subsidiaries for such period

calculated on a consolidated basis in accordance with GAAP.




 




“Consolidated Interest

Expense” for any Person means for any period, without duplication, (a) the

consolidated interest expense included in a consolidated income statement

(without deduction of interest or finance charge income) of such Person and its

Restricted Subsidiaries for such period calculated on a consolidated basis in

accordance with GAAP and (b) dividend requirements of such Person and its

Restricted Subsidiaries with respect to Disqualified Stock and with respect to

all other Preferred Stock of Restricted Subsidiaries of such Person (in each

case whether in cash or otherwise (except dividends 




 




5





























 




payable solely in shares of Capital Stock of

such Person or such Restricted Subsidiary)) paid, declared, accrued or

accumulated during such period times a fraction the numerator of which is one

and the denominator of which is one minus the then effective consolidated

non-United States national, state and local tax rate of such Person, expressed

as a decimal.




 




“Consolidated Net Income”

of any Person means for any period the consolidated net income (or loss) of

such Person and its Restricted Subsidiaries for such period determined on a

consolidated basis in accordance with GAAP; provided, however,

that there shall be excluded therefrom (a) the net income (but not net loss) of

any Restricted Subsidiary of such Person which is subject to restrictions which

prevent or limit the payment of dividends or the making of distributions to

such Person to the extent of such restrictions (regardless of any waiver

thereof), (b) non-cash gains and losses due solely to fluctuations in currency

values, (c) the net income of any Person that is not a Restricted Subsidiary of

such Person, except to the extent of the amount of dividends or other

distributions representing such Person’s proportionate share of such other

Person’s net income for such period actually paid in cash to such Person by

such other Person during such period, (d) gains but not losses on Asset

Dispositions by such Person or its Restricted Subsidiaries, (e) all gains and

losses classified as extraordinary, unusual or non-recurring in accordance with

GAAP, (f) in the case of a successor to the referent Person by consolidation or

merger or as a transferee of the referent Person’s assets, any earnings (or

losses) of the successor corporation prior to such consolidation, merger or

transfer of assets, and (g) any losses arising from the repayment, repurchase

or redemption of the Securities, the 1996 Notes or the obligations under the

Credit Agreement.




 




“Continuing Director”

means a director who either was a member of the Board of Directors of the

Company on the Issue Date or who became a director of the Company subsequent to

the Issue Date and whose election, or nomination for election by the Company’s

stockholders, was duly approved by a majority of the Continuing Directors then

on the Board of Directors of the Company, either by a specific vote or by

approval of the proxy statement issued by the Company on behalf of the entire

Board of Directors of the Company in which such individual is named as nominee

for director.




 




“Corporate Trust Office

of the Trustee” shall be at the address of the Trustee specified in Section

13.02 or such other address as the Trustee may give notice to the Company.




 




“Credit Agreement”

means the Second Amended and Restated Credit Agreement, dated as of March 15,

2002, among the Company and certain of its Subsidiaries, as borrowers, the

financial institutions party thereto from time to time, as lenders, the issuer

of the Letters of Credit referred to therein, and BNP Paribas and its

successors and assigns, as agent (the “Agent”) on behalf of itself, such

issuer and such lenders party thereto from time to time, including any

deferrals, renewals, extensions, replacements, refinancings or refundings

thereof from time to time, or amendments, modifications or supplements thereto

(including, without limitation, any amendment increasing the amount borrowed

thereunder), any agreement or agreements providing therefor or any part thereof

whether by or with the same or any other lender, creditor, group of lenders or

group of creditors and including related notes, guarantee agreements,

collateral documents and other instruments and agreements executed in

connection therewith and any currency swap agreement entered into by the

Company or any of its Subsidiaries and the Agent or any such lender as the same

may be deferred, renewed, extended, replaced, refinanced, refunded, amended,

modified or supplemented from time to time.




 




“Default” means any

event that is, or after notice or lapse of time or both would become, an Event

of Default.




 




“Definitive Security”

means Securities other than Securities in global form.




 




6





























 




“Depositary” shall

mean DTC, or a successor thereto registered as a clearing agency under the

Exchange Act or other applicable statute or regulation.




 




“Designated Senior Debt”

means (i) so long as the Credit Agreement is in effect, the Senior Debt or

Guarantor Senior Debt incurred thereunder and (ii) thereafter, any other Senior

Debt or Guarantor Senior Debt which has at the time of initial issuance an

aggregate outstanding principal amount in excess of $25 million which has been

so designated as Designated Senior Debt by the Board of Directors of the

Company at the time of initial issuance in a resolution delivered to the

Trustee.  For purposes of Article Eight,

“Designated Senior Debt” shall be defined in terms of Senior Debt and for

purposes of Article Twelve, “Designated Senior Debt” shall be defined in terms

of Guarantor Senior Debt.




 




“Disqualified Stock”

of any Person means any Capital Stock of such Person which, by its terms (or by

the terms of any security into which it is convertible or for which it is

exchangeable), or upon the happening of any event, matures or is mandatorily

redeemable, pursuant to a sinking fund obligation or otherwise, or is

redeemable at the option of the holder thereof, in whole or in part, on or

prior to the final maturity of the Securities.




 




“DTC” means The

Depository Trust Company or its successors.




 




“Euroclear” means

Euroclear Bank, S.A./N.V., as operator of the Euroclear System, or any

successor securities clearing agency.




 




“Exchange Act” means

the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated by the SEC thereunder.




 




“Exchange Registration

Statement” shall have the meaning set forth in the Registration Rights

Agreement.




 




“Expiration Date” has

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




 




“fair market value”

means, with respect to any asset or property, the price which could be

negotiated in an arms’-length free market transaction, for cash, between a

willing seller and a willing buyer, neither of whom is under undue pressure or

compulsion to complete the transaction.




 




“Foreign Subsidiary”

means any Restricted Subsidiary of the Company which is not organized under the

laws of the United States or any state thereof or the District of Columbia.




 




“GAAP” means

generally accepted accounting principles, consistently applied, as in effect on

the Issue Date in the United States of America, as set forth (i) 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 (ii) in such other statements by

such other entity as have been approved by a significant segment of the

accounting profession in the United States.




 




“Global Security”

means a global security, representing all or a part of the Securities

registered in the name of the Depositary or its nominee, substantially in the

form of Exhibit A and B attached hereto.




 




“guarantee” by any

Person means any obligation, contingent or otherwise, of such Person

guaranteeing any Indebtedness of any other Person (the “primary obligor”)

in any manner, whether directly




 




7





























 




or indirectly, and including, without

limitation, any obligation of such Person (i) to purchase or pay (or advance or

supply funds for the purchase or payment of) such Indebtedness or to purchase

(or to advance or supply funds for the purchase of) any security for the

payment of such Indebtedness, (ii) to purchase property, securities or services

for the purpose of assuring the holder of such Indebtedness of the payment of

such Indebtedness, or (iii) to maintain working capital, equity capital or

other financial statement condition or liquidity of the primary obligor so as

to enable the primary obligor to pay such Indebtedness (and “guaranteed,”

“guaranteeing” and “guarantor” shall have meanings correlative to

the foregoing); provided, however, that the guarantee by any

Person shall not include endorsements by such Person for collection or deposit,

in either case, in the ordinary course of business.




 




“Guarantee” means the

guarantee of the Securities by the Guarantors under this Indenture.




 




“Guarantor” means

each Subsidiary of the Issuers that executes a Guarantee of the Securities

pursuant to this Indenture.




 




“Guarantor Senior Debt”

means, with respect to any Guarantor, the principal of, premium, if any, and

interest (including any interest accruing subsequent to the filing of a

petition of bankruptcy at the rate provided for in the documentation with

respect thereto, whether or not such interest is an allowed claim under

applicable law) on any Indebtedness of such Guarantor, whether outstanding on

the Issue Date or thereafter created, incurred or assumed, unless, in the case

of any particular Indebtedness, the instrument creating or evidencing the same

or pursuant to which the same is outstanding expressly provides that such

Indebtedness shall not be senior in right of payment to the Securities.




 




Without limiting the

generality of the foregoing, “Guarantor Senior Debt” shall also include the

principal of, premium, if any, interest (including any interest accruing

subsequent to the filing of a petition of bankruptcy at the rate provided for

in the documentation with respect thereto, whether or not such interest is an

allowed claim under applicable law) on, and all other amounts owing in respect

of:




 




(i)            all monetary

obligations of every nature of such Guarantor under, or with respect to, the

Credit Agreement, including, without limitation, obligations to pay principal

and interest, reimbursement obligations under letters of credit, fees, expenses

and indemnities (and guarantees thereof); and




 




(ii)           all Hedging

Obligations in respect of the Credit Agreement;




 




in each case whether outstanding on the Issue

Date or thereafter incurred.




 




Notwithstanding the

foregoing, “Guarantor Senior Debt” shall not include:




 




(i)            any Indebtedness of

such Guarantor to the Issuers or any of their Subsidiaries;




 




(ii)           Indebtedness to, or

guaranteed on behalf of, any director, officer or employee of the Issuers or

any of their Subsidiaries (including, without limitation, amounts owed for

compensation);




 




(iii)          obligations to

trade creditors and other amounts incurred (but not under the Credit Agreement)

in connection with obtaining goods, materials or services;




 




(iv)          Indebtedness

represented by Disqualified Stock;




 




8





























 




(v)           any liability for

taxes owed or owing by such Guarantor;




 




(vi)          that portion of any

Indebtedness incurred in violation of Section 4.04 (but, as to any such

obligation, no such violation shall be deemed to exist for purposes of this

clause (vi) if the holder(s) of such obligation or their representative shall

have received an Officers’ Certificate of such Guarantor to the effect that the

incurrence of such Indebtedness does not (or, in the case of revolving credit

indebtedness, that the incurrence of the entire committed amount thereof at the

date on which the initial borrowing thereunder is made would not) violate

Section 4.04);




 




(vii)         Indebtedness which,

when incurred and without respect to any election under Section 1111(b) of

Title 11, United States Code, is without recourse to such Guarantor;




 




(viii)        any Indebtedness

which is, by its express terms, subordinated in right of payment to any other

Indebtedness of such Guarantor; and




 




(ix)           the guarantees under

the 1996 Notes.




 




“Hedging Obligations”

means, with respect to any specified Person, the obligations of such Person

under (i) currency exchange, interest rate or commodity swap agreements,

currency exchange, interest rate or commodity cap agreements and currency

exchange, interest rate or commodity collar agreements and (ii) other

agreements or arrangements designed to protect such Person against fluctuations

in currency exchange, interest rates or commodity prices.




 




“Holder” or “Securityholder”

means the Person in whose name a Security is registered on the books of the

Registrar or any co-Registrar.




 




“Incur” means, with

respect to any Indebtedness or other obligation of any Person, to create,

issue, incur (including by conversion, exchange or otherwise), assume,

guarantee or otherwise become liable in respect of such Indebtedness or other

obligation or the recording, as required pursuant to GAAP or otherwise, of any

such Indebtedness or other obligation on the balance sheet of such Person (and

“Incurrence,” “Incurred” and “Incurring” shall have

meanings correlative to the foregoing). 

Indebtedness of any Person or any of its Subsidiaries existing at the

time such Person becomes a Restricted Subsidiary of the Company (or is merged

into or consolidates with the Company or any of its Restricted Subsidiaries),

whether or not such Indebtedness was incurred in connection with, or in

contemplation of, such Person becoming a Restricted Subsidiary of the Company

(or being merged into or consolidated with the Company or any of its Restricted

Subsidiaries), shall be deemed Incurred at the time any such Person becomes a

Restricted Subsidiary of the Company or merges into or consolidates with the

Company or any of its Restricted Subsidiaries.




 




“Indebtedness” means

(without duplication), with respect to any Person, whether recourse is to all

or a portion of the assets of such Person and whether or not contingent, (i)

every obligation of such Person for money borrowed, (ii) every obligation of

such Person evidenced by bonds, debentures, notes or other similar instruments,

including obligations incurred in connection with the acquisition of property,

assets or businesses, (iii) every reimbursement obligation of such Person with

respect to letters of credit, bankers’ acceptances or similar facilities issued

for the account of such Person, (iv) every obligation of such Person issued or

assumed as the deferred purchase price of property or services (but excluding

trade accounts payable or accrued liabilities arising in the ordinary course of

business which are not overdue or which are being contested in good faith), (v)

every Capital Lease Obligation of such Person, (vi) every net obligation under

interest rate swap or similar agreements or foreign currency hedge, exchange or

similar agreements of such Person and (vii) every obligation of the type

referred to in clauses (i) through (vi) of another Person and all dividends of

another Person the payment of which, in either 




 




9





























 




case, such Person has guaranteed or is

responsible or liable for, directly or indirectly, as obligor, guarantor or

otherwise.  Indebtedness shall include

the liquidation preference and any mandatory redemption payment obligations in

respect of any Disqualified Stock of the Company, and any Preferred Stock of a

Subsidiary of the Company.  Indebtedness

shall never be calculated taking into account any cash and cash equivalents

held by such Person.  Indebtedness shall

not include obligations arising from agreements of the Company or a Restricted

Subsidiary of the Company to provide for indemnification, adjustment of

purchase price, earn-out or other similar obligations, in each case, incurred

or assumed in connection with the disposition of any business or assets of a Restricted

Subsidiary of the Company.




 




“Indenture” means

this Indenture as amended or supplemented from time to time.




 




“Interest Payment Date”

means the stated maturity of an installment of interest on the Securities.




 




“Initial Global

Securities” means the Regulation S Global Security, the 144A Global

Security and the IAI Global Security substantially in the form of Exhibit A

hereto.




 




“Initial Purchasers”

means UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital

Markets, LLC, ABN AMRO Incorporated and Fleet Securities, Inc.




 




“Initial Securities”

means the Securities containing a Securities Act legend as set forth in Section

2.06(f) hereto.




 




“Institutional Accredited

Investor” shall mean an institution that is an “accredited investor” as

that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under

the Securities Act.




 




“Investment” by any

Person means any direct or indirect loan, advance, guarantee or other extension

of credit or capital contribution to (by means of transfers of cash or other

property to others or payments for property or services for the account or use

of others, or otherwise), or purchase or acquisition of Capital Stock, bonds,

notes, debentures or other securities or evidence of Indebtedness issued by any

other Person.




 




“Issue Date” means

August 6, 2003.




 




“Issuers” means the

parties named as the “Issuers” in the first paragraph of this Indenture until a

successor to one or more such parties replaces such party pursuant to the

applicable provisions of this Indenture, and thereafter “Issuers” shall mean

such successor(s).




 




“Lien” means, with

respect to any property or assets, any mortgage or deed of trust, pledge,

hypothecation, assignment, security interest, lien, charge, easement (other

than any easement (or other restriction on the use of real property) not

materially impairing usefulness or marketability), encumbrance, preference,

priority or other security agreement with respect to such property or assets

(including, without limitation, any conditional sale or other title retention

agreement having substantially the same economic effect as any of the

foregoing).




 




“Management Investors”

means full time officers or employees of the Company or a Subsidiary of the

Company and any of their Permitted Transferees.




 




“Maturity Date” means

the date, which is set forth on the face of the Securities, on which the

Securities will mature.




 




10





























 




“Moody’s” means

Moody’s Investors Service, Inc. and its successors.




 




“Net Available Proceeds”

from any Asset Disposition by any Person means cash or readily marketable cash

equivalents received (including by way of sale or discounting of a note,

installment receivable or other receivable, but excluding any other

consideration received in the form of assumption by the acquiror of

Indebtedness or other obligations relating to such properties or assets)

therefrom by such Person, including any cash received by way of deferred

payment or upon the monetization or other disposition of any non-cash

consideration (including notes or other securities) received in connection with

such Asset Disposition, net of (i) all legal, title and recording tax expenses,

commissions and other fees and expenses incurred and all federal, state,

foreign and local taxes required to be accrued as a liability as a consequence

of such Asset Disposition, (ii) all payments made by such Person or its

Restricted Subsidiaries on any Indebtedness which is secured by such assets in

accordance with the terms of any Lien upon or with respect to such assets or

which must by the terms of such Lien, or in order to obtain a necessary consent

to such Asset Disposition or by applicable law, be repaid out of the proceeds

from such Asset Disposition, (iii) all payments made with respect to

liabilities associated with the assets which are the subject of the Asset

Disposition, including, without limitation, trade payables and other accrued

liabilities, (iv) appropriate amounts to be provided by such Person or any

Subsidiary thereof, as the case may be, as a reserve in accordance with GAAP

against any liabilities associated with such assets and retained by such Person

or any Restricted Subsidiary thereof, as the case may be, after such Asset

Disposition, including, without limitation, liabilities under any

indemnification obligations and severance and other employee termination costs

associated with such Asset Disposition, until such time as such amounts are no

longer reserved or such reserve is no longer necessary (at which time any

remaining amounts will become Net Available Proceeds to be allocated in

accordance with the provisions of Section 4.05(a)(iii)) and (v) all

distributions and other payments made to minority interest holders in

Restricted Subsidiaries of such Person or joint ventures as a result of such

Asset Disposition.




 




“Obligations” means,

with respect to any indebtedness, any principal, interest, penalties, fees,

indemnifications, reimbursements, and other liabilities payable under the

documentation governing such Indebtedness.




 




“Offer” has the

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




 




“Offer to Purchase”

means a written offer (the “Offer”) sent by either Issuer by first class

mail, postage prepaid, to each Holder at his address appearing in the register

for the Securities, on the date of the Offer offering to purchase up to the

principal amount of Securities specified in such Offer at the purchase price

specified in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law,

the Offer shall specify an expiration date (the “Expiration Date”) of

the Offer to Purchase which shall be not less than 30 days nor more than 60

days after the date of such Offer and a settlement date (the “Purchase Date”)

for purchase of Securities within five Business Days after the Expiration

Date.  The Issuers shall notify the

Trustee at least 15 Business Days (or such shorter period as is acceptable to

the Trustee) prior to the mailing of the offer of the Issuers’ obligation to

make an Offer to Purchase, and the Offer shall be mailed by either Issuer or,

on a Company Request, by the Trustee in the name and at the expense of the

Issuers.  The Offer shall contain all

the information required by applicable law to be included therein.  The Offer shall contain all instructions and

materials necessary to enable such Holders to tender Securities pursuant to the

Offer to Purchase.  The Offer shall also

state:




 




(1)           the Section of this

Indenture pursuant to which the Offer to Purchase is being made;




 




(2)           the Expiration Date

and the Purchase Date;




 




11





























 




(3)           the aggregate

principal amount of the outstanding Securities offered to be purchased by the

Issuers pursuant to the Offer to Purchase (including, if less than 100%, the

manner by which such amount has been determined pursuant to the Section of this

Indenture requiring the Offer to Purchase) (the “Purchase Amount”);




 




(4)           the purchase price

to be paid by the Issuers for each $1,000 aggregate principal amount of

Securities accepted for payment (as specified pursuant to this Indenture) (the

“Purchase Price”);




 




(5)           that the Holders may

tender all or any portion of their Securities and that any portion of a

Security tendered must be tendered in an integral multiple of $1,000 principal

amount;




 




(6)           the place or places

where Securities are to be surrendered for tender pursuant to the Offer to

Purchase;




 




(7)           that interest on any

Security not tendered or tendered but not purchased by the Issuers pursuant to

the Offer to Purchase will continue to accrue;




 




(8)           that on the Purchase

Date the Purchase Price will become due and payable upon each Security being

accepted for payment pursuant to  the

Offer to Purchase and that interest thereon shall cease to accrue on and after the

Purchase Date;




 




(9)           that each Holder

electing to tender all or any portion of a Security pursuant to the Offer to

Purchase will be required to surrender such Security at the place or places

specified in the Offer prior to the close of business on the Expiration Date

(such Security being, if the Issuers or the Trustee so requires, duly endorsed

by, or accompanied by a written instrument of transfer in form satisfactory to

the Issuers and the Trustee duly executed by, the Holder thereof or his

attorney duly authorized in writing);




 




(10)         that Holders will be

entitled to withdraw all or any portion of Securities tendered if the Issuers

(or their Paying Agent) receive, not later than the close of business on the

fifth Business Day next preceding the Expiration Date, a telegram, facsimile

transmission or letter setting forth the name of the Holder, the principal

amount of the Security the Holder tendered, the certificate number of the

Security the Holder tendered and a statement that such Holder is withdrawing all

or a portion of his tender;




 




(11)         that (a) if

Securities in an aggregate principal amount less than or equal to the Purchase

Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase,

the Issuers shall purchase all such Securities and (b) if Securities in an

aggregate principal amount in excess of the Purchase Amount are tendered and

not withdrawn pursuant to the Offer to Purchase, the Issuers shall purchase

Securities having an aggregate principal amount equal to the Purchase Amount on

a pro rata basis (with such adjustments as may be deemed appropriate so that

only Securities in denominations of $1,000 or integral multiples thereof shall

be purchased); and




 




(12)         that in the case of

any Holder whose Security is purchased only in part, the Company shall execute

and the Trustee shall authenticate and deliver to the Holder of such Security

without service charge, a new Security or Securities, of any authorized

denomination as requested by such Holder, in an aggregate principal amount equal

to and in exchange for the unpurchased portion of the Security so tendered; provided,

that the Holder of a Global Security whose Global Security is purchased only in

part will have its Global Security returned with a notation on Schedule A

thereof which will adjust the principal amount of such Global Security to be

equal to 




 




12





























 




the

unpurchased portion of the Global Security surrendered, which unpurchased

portion must be in an authorized denomination.




 




An Offer to Purchase shall

be governed by and effected in accordance with the provisions above pertaining

to any Offer.




 




“Officer” means with

respect to any Issuer or Guarantor, the Chairman, the President, any Vice

President, the Chief Financial Officer, the Treasurer, the Secretary or any

director of such Issuer or Guarantor, as the case may be.




 




“Officers’ Certificate”

means, with respect to the Company or a Guarantor, a certificate signed by two

Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of

the Company or such Guarantor and, with respect to Euramax B.V., a certificate

signed by one Officer of Euramax B.V., each complying with Sections 13.04 and

13.05, to the extent applicable.  A signature

by a duly appointed attorney-in-fact of an Officer shall be valid.




 




“Opinion of Counsel”

means a written opinion from legal counsel who is reasonably acceptable to the

Trustee.  The counsel may be an employee

of or counsel to the Company or the Trustee.




 




“Participant” means,

with respect to DTC, Euroclear or Clearstream, a Person who has an account with

DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall

include Euroclear and Clearstream).




 




“Permitted Asset Swap”

means any one or more transactions in which the Company or any of its

Restricted Subsidiaries exchanges assets for consideration consisting of cash

and/or assets used or useful in the Permitted Business or other assets in an

amount less than 15% of the fair market value of such transaction or

transactions.




 




“Permitted Business”

means a business, the majority of whose revenues are derived from lines of

business similar to those carried on by the Company and its Restricted

Subsidiaries on the Issue Date, other fabricated products or fabricated

products-related businesses and businesses or activities in each case

representing a reasonable extension, development or expansion thereof or

ancillary thereto.




 




“Permitted Holder”

means any of (i) the Principals and their Related Persons and Affiliates and

(ii) the Management Investors.




 




“Permitted Investments”

means:




 




(i)            Investments in

marketable direct obligations issued or guaranteed by the United States of

America, or any governmental entity or agency or political subdivision thereof

(provided that the full faith and credit of the United States of America

is pledged in support thereof), maturing within one year of the date of

purchase;




 




(ii)           Investments in

commercial paper issued by corporations or financial institutions, maturing

within 180 days from the date of the original issue thereof and rated “P-1” or

better by Moody’s or “A-1” or better by Standard & Poor’s Corporation or an

equivalent rating or better by any other nationally recognized securities

rating agency;




 




(iii)          Investments in

certificates of deposit issued or acceptances accepted or guaranteed by any

bank or trust company organized under the laws of the United States of America

or 




 




13





























 




any

state thereof or the District of Columbia, in each case having capital, surplus

and undivided profits totaling more than $500,000,000, maturing within one year

of the date of purchase;




 




(iv)          Investments

representing Capital Stock or obligations issued to the Company or any of its

Restricted Subsidiaries in the course of the good faith settlement of claims

against any other Person or by reason of a composition or readjustment of debt

or a reorganization of any debtor of the Company or any of its Restricted

Subsidiaries;




 




(v)           deposits, including

interest-bearing deposits, maintained in the ordinary course of business in

banks;




 




(vi)          any acquisition of

the Capital Stock or all or substantially all of the assets of any Person; provided,

however, that after giving effect to any such acquisition such Person

shall become a Restricted Subsidiary of the Company or such Person’s assets are

transferred or conveyed, or liquidated into, a Restricted Subsidiary;




 




(vii)         trade receivables

and prepaid expenses in each case arising in the ordinary course of business; provided,

however, that such receivables and prepaid expenses would be recorded as

assets of such Person in accordance with GAAP;




 




(viii)        endorsements for

collection or deposit in the ordinary course of business by such Person of bank

drafts and similar negotiable instruments of such other Person received as

payment for ordinary course of business trade receivables;




 




(ix)           any Hedging

Obligation otherwise permitted by this Indenture;




 




(x)            Investments

received as consideration for an Asset Disposition in compliance with the

provisions of Section 4.05;




 




(xi)           Investments in the

Issuers or Restricted Subsidiaries;




 




(xii)          loans and advances

to employees made in the ordinary course of business;




 




(xiii)         Investments

outstanding on the Issue Date and replacements or refinancings thereof in an

aggregate amount not to exceed the amount of such Investment being replaced or

refinanced; provided that the new Investment is on terms and conditions

no less favorable to the Company than the Investment being replaced or

refinanced;




 




(xiv)        Investments the sole

consideration for which consists of Capital Stock of the Company; and




 




(xv)         Investments in an

aggregate amount, valued at the time each such Investment is made, not

exceeding $20.0 million for all such Investments from and after the Issue Date;

provided that the amount available for Investments to be made pursuant

to this clause (xv) shall be increased from time to time to the extent any

return on capital is actually received by the Company or a Restricted

Subsidiary on any Permitted Investment previously made in reliance on this

clause (xv).




 




14





























 




“Permitted Liens”

means:




 




(i)            Liens existing on

the Issue Date securing Indebtedness existing on the Issue Date;




 




(ii)           Liens securing

Senior Debt or Guarantor Senior Debt (including Liens securing Indebtedness

outstanding under the Credit Agreement);




 




(iii)          Liens securing the

Securities and any obligations under this Indenture;




 




(iv)          Liens in favor of an

Issuer or any Guarantor;




 




(v)           Liens to secure

Indebtedness Incurred for the purpose of financing all or any part of the

purchase price or the cost of construction or improvement of the property (or

any other capital expenditure financing) subject to such Liens; provided,

however, that:




 




(a)           the aggregate principal amount of any

Indebtedness secured by such a Lien does not exceed 100% of such purchase price

or cost,




 




(b)           such Lien does not extend to or cover

any other property other than such item of property and any improvements on

such item,




 




(c)           the Indebtedness secured by such Lien

is Incurred by an Issuer or any Restricted Subsidiary within 180 days of the

acquisition, construction or improvement of such property, and




 




(d)           the Incurrence of such Indebtedness

is permitted by Section 4.04;




 




(vi)          Liens on property

existing immediately prior to the time of acquisition thereof (and not created

in anticipation or contemplation of the financing of such acquisition);




 




(vii)         Liens on property of

a Person existing at the time such Person is merged with or into or consolidated

with an Issuer or any such Restricted Subsidiary (and not created in

anticipation or contemplation thereof);




 




(viii)        Liens on property of

an Issuer or any Restricted Subsidiary in favor of any national, state or local

government, or any instrumentality thereof, to secure payments pursuant to any

contract or statute;




 




(ix)           Liens to secure

Indebtedness Incurred to extend, renew, refinance or refund (or successive

extensions, renewals, refinancings or refundings), in whole or in part, any

Indebtedness secured by Liens referred to in the foregoing clauses (i)-(viii)

so long as such Liens do not extend to any other property and the principal

amount of Indebtedness so secured is not increased except for the amount of any

premium required to be paid in connection with such renewal, refinancing or

refunding pursuant to the terms of the Indebtedness renewed, refinanced or

refunded or the amount of any premium reasonably determined by the Company as

necessary to accomplish such renewal, refinancing or refunding by means of a

tender offer, exchange offer or privately negotiated repurchase, plus the

expenses of the issuer of such Indebtedness reasonably incurred in connection

with such renewal, refinancing or refunding;




 




15





























 




(x)            Liens in favor of

the Trustee as provided for in this Indenture on money or property held or

collected by the Trustee in its capacity as Trustee and Liens in favor of the

trustee under the indenture for the 1996 Notes as provided for in said indenture

on money or property held or collected by such trustee in its capacity as such;




 




(xi)           Liens arising by

operation of law in favor of materialmen, mechanics, warehousemen, carriers,

lessors or other similar Persons incurred by either Issuer or any Restricted

Subsidiary in the ordinary course of business which secure its obligations to

such Person and Liens for taxes, assessments or other governmental charges or

obligations, and any other liens imposed by operation of law; provided

that:




 




(a)           such Issuer or any Restricted

Subsidiary is not more than 10 days in default with respect to such payment

obligation to such Person,




 




(b)           such Issuer or any Restricted

Subsidiary is in good faith and by appropriate proceedings diligently

contesting such obligation and adequate provision is made for the payment

thereof, or




 




(c)           all such failures by the Issuers and

the Restricted Subsidiaries in the aggregate have not had a material adverse

effect on the Company and its Restricted Subsidiaries, taken as a whole;




 




(xii)          Liens on assets

(other than Capital Stock) incurred or pledges and deposits made in the

ordinary course of business in connection with workers’ compensation,

unemployment insurance, old-age pensions and other social security benefits;




 




(xiii)         Liens on assets

(other than Capital Stock) securing the performance of bids, tenders, leases,

contracts (other than for the repayment of borrowed money), statutory

obligations, surety and appeal bonds and other obligations of like nature,

incurred as an incident to and in the ordinary course of business, and judgment

liens; provided, however, that such Liens do not secure directly

or indirectly judgments in excess of $5.0 million;




 




(xiv)        Liens in favor of

landlords securing operating leases;




 




(xv)         Liens securing assets

not having a fair market value in excess of $5.0 million;




 




(xvi)        easements, rights of

way, zoning restrictions and other similar charges or encumbrances in respect

of real property not interfering in any material respect with the ordinary

conduct of the business of the Issuers and any of their Restricted

Subsidiaries;




 




(xvii)       Liens upon specific

items of inventory or other goods and proceeds of any Person securing such

Person’s obligations in respect of bankers’ acceptances issued or created for

the account of such Person to facilitate the purchase, shipment or storage of

such inventory or other goods;




 




(xviii)      Liens encumbering

deposits made to secure obligations arising from statutory, regulatory,

contractual or warranty requirements of the Company or any of its Restricted

Subsidiaries, including rights of offset and set-off;




 




(xix)         Liens securing

Hedging Obligations permitted to be Incurred pursuant to clause (iv) of Section

4.04; and




 




16





























 




(xx)          Liens securing

Indebtedness permitted to be Incurred pursuant to clause (xiv) of Section 4.04.




 




“Permitted Transferee”

means, with respect to any Management Investor, (i) any spouse or lineal

descendant (including by adoption and stepchildren) of such management Investor

and (ii) any trust, corporation or partnership the beneficiaries, stockholders

or partners of which consist entirely of one or more Management Investors or

individuals described in clause (i) above.




 




“Person” means any

individual, corporation, limited or general partnership, limited liability

company, joint venture, association, joint-stock company, trust, unincorporated

organization or government or any agency or political subdivision thereof.




 




“Preferred Stock,” as

applied to the capital stock of any Person, means Capital Stock of such Person

of any class or classes (however designated) that ranks prior, as to the

payment of dividends or as to the distribution of assets upon any voluntary or

involuntary liquidation, dissolution or winding up of such Person, to shares of

Capital Stock of any other class of such Person.




 




“principal” of a debt

security means the principal of the security plus, when appropriate, the

premium, if any, on the security.




 




“Principals” means

any of CVCEP, Court Square Capital Limited, Citigroup Inc. or any fund managed

by CVC Management LLC.




 




“Purchase Amount” has

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




 




“Purchase Date” has

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




 




“Purchase Price” has

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




 




“QIB” means a

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




 




“redemption date,”

when used with respect to any Security to be redeemed, means the date fixed for

such redemption pursuant to this Indenture.




 




“Regular Record Date”

means February 1 and August 1.




 




“redemption price,”

when used with respect to any Security to be redeemed, means the price fixed

for such redemption pursuant to this Indenture as set forth in the form of

Security annexed as Exhibit A or B.




 




“Registration Rights

Agreement” means the Registration Rights Agreement dated the date hereof

among the Issuers, the Guarantors and the Initial Purchasers.




 




“Regulation S” means

Regulation S promulgated under the Securities Act (including any successor

regulation thereto) as it may be amended from time to time.




 




“Related Person” of

any Person means any other Person directly or indirectly owning (a) 5% or more

of the outstanding Common Stock of such Person (or, in the case of a Person

that is not a corporation, 5% or more of the equity interest in such Person) or

(b) 5% or more of the combined voting power of the Voting Stock of such Person.




 




17





























 




“relevant jurisdiction”

means any jurisdiction in which any Issuer is organized or is otherwise

resident for tax purposes.




 




“Restricted Book-Entry

Interest” means a beneficial interest in the 144A Global Security, the

Regulation S Global Security and the IAI Global Security shown on and only

transferred through, records maintained in book-entry form by DTC (with respect

to the Participants) and its Participants.




 




“Restricted Subsidiary”

means (i) any Subsidiary of the Company other than an Unrestricted Subsidiary,

(ii) any Subsidiary of the Company on the Issue Date and (iii) any successor to

a substantial portion of the assets of any Subsidiary referred to in clause (i)

or (ii) of this definition.




 




“Rule 144” shall have

the meaning set forth in the Registration Rights Agreement.




 




“Rule 144A” shall

have the meaning set forth in the Registration Rights Agreement.




 




“SEC” means the

Securities and Exchange Commission.




 




“Securities” means

the 81/2% Senior Subordinated Notes due 2011, as amended

or supplemented from time to time pursuant to the terms of this Indenture, that

are issued from time to time under this Indenture.




 




“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations

promulgated by the SEC thereunder.




 




“Senior Debt” means,

with respect to any Person at any date,




 




(i)            in the case of an

Issuer or any Restricted Subsidiary, all Indebtedness under the Credit

Agreement, including principal, premium, if any, and interest on such

Indebtedness and all other amounts due on or in connection with such

Indebtedness including all charges, fees and expenses and other obligations

thereunder of the Issuers and their Subsidiaries party thereto,




 




(ii)           all other

Indebtedness of such Person for borrowed money, including principal, premium,

if any, and interest on such Indebtedness, unless the instrument under which

such Indebtedness for money borrowed is created, incurred, assumed or

guaranteed expressly provides that such Indebtedness for money borrowed is not

senior or superior in right of payment to the Securities, and all renewals,

extensions, modifications, amendments or refinancing thereof, and




 




(iii)          all interest at the

rate therein specified on any Indebtedness referred to in clauses (i) and (ii)

accruing during the pendency of any bankruptcy or insolvency proceeding,

whether or not allowed thereunder.




 




Notwithstanding the foregoing, Senior Debt

shall not include (a) Indebtedness which is pursuant to its terms or any

agreement relating thereto or by operation of law subordinated or junior in right

of payment or otherwise to any other Indebtedness of such Person; provided,

however, that no Indebtedness shall be deemed to be subordinate or

junior in right of payment or otherwise to any other Indebtedness of a Person

solely by reason of such other Indebtedness being secured and such Indebtedness

not being secured, (b) the Securities, (c) any Indebtedness of such Person to

any of its Subsidiaries, (d) any Indebtedness which, when incurred and without

respect to any election under Section 1111(b) of the Bankruptcy Code, is

without recourse to the Company and (e) the 1996 Notes.




 




18





























 




“Shelf Registration

Statement” shall have the meaning set forth in the Registration Rights

Agreement.




 




“Significant Subsidiary”

means, as of any date of determination, for any Person, each Restricted

Subsidiary of such Person which (i) for the most recent fiscal year of such

Person (on or prior to the fiscal period beginning on the Issue Date and ending

on the most recently completed fiscal quarter of such Person) accounted for

more than 5% of consolidated revenues or consolidated net income of such Person

or (ii) as at the end of such fiscal year (on or prior to the fiscal period

beginning on the Issue Date and ending on the most recently completed fiscal

quarter of such Person) was the owner of more than 5% of the consolidated

assets of such Person.




 




“Stated Maturity,”

when used with respect to any Security or any installment of interest thereon,

means the date specified in such Security as the fixed date on which the

principal of such Security or such installment of interest is due and payable.




 




“Subordinated

Indebtedness” means any Indebtedness (whether outstanding on the date

hereof or hereafter incurred) which is by its terms expressly subordinate or

junior in right of payment to the Securities.




 




“Subsidiary” of any

Person means (i) a corporation more than 50% of the outstanding Voting Stock of

which is owned, directly or indirectly, by such Person or by one or more other

Subsidiaries of such Person or by such Person and one or more other

Subsidiaries thereof, or (ii) any other Person (other than a corporation) in

which such Person, or one or more other Subsidiaries of such Person or such

Person and one or more other Subsidiaries thereof, directly or indirectly, has

at least a majority ownership and voting power relating to the policies,

management and affairs thereof.




 




“Tangible Assets”

means the total amount of assets of the Company and the Restricted Subsidiaries

after deducting therefrom all goodwill, trade names, trademarks, patents,

unamortized debt discount and expense and other like intangible assets, all as

set forth on the most recent balance sheet of the Company and its Subsidiaries

and computed in accordance with GAAP.




 




“Tender Offer” means

the tender offer and consent solicitation relating to the 1996 Notes commenced

on July 10, 2003.




 




“TIA” means the Trust

Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date

of this Indenture, except as provided in Section 10.03.




 




“Treasury Rate”

means, as of the applicable redemption date, the yield to maturity as of such

redemption date of United States Treasury securities with a constant maturity

(as compiled and published in the most recent Federal Reserve Statistical

Release H.15 (519) that has become publicly available at least three Business

Days prior to such redemption date (or, if such Statistical Release is no

longer published, any publicly available source of similar market data)) most

nearly equal to the period from such redemption date to August 15, 2007; provided,

however, that if the period from such redemption date to August 15, 2007

is less than one year, the weekly average yield on actually traded United

States Treasury securities adjusted to a constant maturity of one year will be

used.




 




“Trust Officer” means

any officer within the corporate trust department (or any successor group) of

the Trustee, including any vice president, assistant vice president, senior

trust officer, trust officer, assistant secretary or any other officer or

assistant officer of the Trustee customarily performing functions similar to

those performed by the persons who at that time shall be such officers, and

also means, 




 




19





























 




with respect to a particular corporate trust

matter, any other officer to whom such trust matter is referred because of his

knowledge of and familiarity with the particular subject.




 




“Trustee” means the

party named as such in this Indenture until a successor replaces it in

accordance with the provisions of this Indenture and thereafter means such

successor.




 




“Unrestricted Book-Entry

Interest” means any Book-Entry Interest which is not a Restricted

Book-Entry Interest.




 




“Unrestricted Global

Securities” means one or more Global Securities that do not and are not

required to bear the legend set forth in Section 2.06(f) hereof in

substantially the form of Exhibit B hereto.




 




“Unrestricted Subsidiary”

means (i) any Subsidiary of the Company formed or acquired after the Issue Date

that at the time of determination is designated an Unrestricted Subsidiary by

the Board of Directors of the Company in the manner provided below and (ii) any

Subsidiary of an Unrestricted Subsidiary. 

Any such designation by the Board of Directors of the Company will be

evidenced to the Trustee by promptly filing with the Trustee a copy of the

board resolution giving effect to such designation and an Officers’ Certificate

certifying that such designation complied with the foregoing provisions.  The Board of Directors of the Company may

not designate any Subsidiary of the Company to be an Unrestricted Subsidiary

if, after such designation, (a) the Company or any other Restricted Subsidiary

(i) provides credit support for, or a guarantee of, any Indebtedness of such

Subsidiary (including any undertaking, agreement or instrument evidencing such

Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of

such Subsidiary, (b) a default with respect to any Indebtedness of such

Subsidiary (including any right which the holders thereof may have to take

enforcement action against such Subsidiary) would permit (upon notice, lapse of

time or both) any holder of any other Indebtedness of the Company or any

Restricted Subsidiary to declare a default on such other Indebtedness or cause

the payment thereof to be accelerated or payable prior to its final scheduled

maturity or (c) such Subsidiary owns any Capital Stock of, or owns or holds any

Lien on any property of, any Restricted Subsidiary which is not a Subsidiary of

the Subsidiary to be so designated.




 




“Voting Stock” of any

Person means the Capital Stock of such Person which ordinarily has voting power

for the election of directors (or persons performing similar functions) of such

Person, whether at all times or only so long as no senior class of securities

has such voting power by reason of any contingency.




 




“Wholly Owned Subsidiary”

of any Person means a Restricted Subsidiary of such Person all of the

outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) shall at the time be owned by such Person or by

one or more Wholly Owned Subsidiaries of such Person or by such Person and one

or more Wholly Owned Subsidiaries of such Person.




 




SECTION 1.02.                                    Other Definitions.




 




	

  Term


  	

   


  	

  Defined

  in Section


  
	

  “Additional Amounts”


  	

   


  	

  4.19


  
	

  “Additional Securities”


  	

   


  	

  2.02


  
	

  “Authentication Order”


  	

   


  	

  2.02


  
	

  “Bankruptcy Law”


  	

   


  	

  6.01


  
	

  “Change of Control”


  	

   


  	

  4.14


  
	

  “Custodian”


  	

   


  	

  6.01


  





 




20





























 




	

  “Event of Default”


  	

   


  	

  6.01


  
	

  “Guarantor Blockage

  Period”


  	

   


  	

  12.02(a)


  
	

  “Guarantor Payment

  Blockage Notice”


  	

   


  	

  12.02(a)


  
	

  “IAI Global Security”


  	

   


  	

  2.01(a)


  
	

  “144A Global Security”


  	

   


  	

  2.01(a)


  
	

  “Paying Agent”


  	

   


  	

  2.03


  
	

  “Payment Blockage Notice”


  	

   


  	

  8.02(a)


  
	

  “Payment Blockage Period”


  	

   


  	

  8.02(a)


  
	

  “Regulation S Global

  Security”


  	

   


  	

  2.01(a)


  
	

  “Registrar”


  	

   


  	

  2.03


  
	

  “Required Filing Date”


  	

   


  	

  4.12


  
	

  “Restricted Payment”


  	

   


  	

  4.06


  
	

  “Securities Act Legend”


  	

   


  	

  2.06(f)


  
	

  “Taxes”


  	

   


  	

  4.19


  
	

  “United States Government

  Obligation”


  	

   


  	

  9.01


  





 




SECTION 1.03.                                    Incorporation by Reference of Trust Indenture

Act.




 




Whenever this Indenture

refers to a provision of the TIA, the provision is incorporated by reference in

and made a part of this Indenture.  The

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




 




“Commission” means

the SEC.




 




“indenture securities”

means the Securities.




 




“indenture security

holder” means a Securityholder.




 




“indenture to be

qualified” means this Indenture.




 




“indenture trustee”

or “institutional trustee” means the Trustee.




 




“obligor” on the

indenture securities means the Company or any other obligor on the Securities.




 




All other TIA terms used in

this Indenture that are defined by the TIA, defined by TIA reference to another

statute or defined by Commission rule and not otherwise defined herein have the

meanings assigned to them therein.




 




SECTION 1.04.                                    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

generally accepted accounting principles in effect from time to time, and any

other reference in this Indenture to “generally accepted accounting principles”

refers to GAAP;




 




(3)           “or” is not

exclusive;




 




21





























 




(4)           words in the

singular include the plural, and words in the plural include the singular;




 




(5)           provisions apply to

successive events and transactions; and




 




(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.




 




ARTICLE TWO




 




THE SECURITIES




 




SECTION 2.01.                                    Form and Dating.




 




(a)           Global Securities.  Securities offered and sold to QIBs in

reliance on Rule 144A shall be issued initially substantially in the form of

Exhibit A hereto in the form of a Global Security registered in the name of the

Depositary or its nominee and shall be deposited on behalf of the purchasers of

the Securities represented thereby with the Trustee, as custodian for the

Depositary, at its New York corporate trust office, duly executed by the

Issuers and authenticated by the Trustee as hereinafter provided.  Such Security shall be referred to herein as

the “144A Global Security.” 

Securities offered and sold in reliance on Regulation S shall be issued

initially substantially in the form of Exhibit A hereto in the form of a Global

Security registered in the name of the Depositary or its nominee and shall be

deposited on behalf of the purchasers of the Securities represented thereby

with the Trustee, as custodian for the Depositary, at its New York corporate

trust office, duly executed by the Issuers and authenticated by the Trustee as

hereinafter provided.  Such Security shall

be referred to herein as the “Regulation S Global Security.”  Securities offered and sold to Institutional

Accredited Investors who are not also QIBs shall be issued initially

substantially in the form of Exhibit A hereto in the form of a Global Security

registered in the name of the Depositary or its nominee and shall be deposited

on behalf of the purchasers of the Securities represented thereby with the

Trustee, as custodian for the Depositary, at its New York corporate trust

office, duly executed by the Issuers and authenticated by the Trustee as

hereinafter provided.  Such Security

shall be referred to herein as the “IAI Global Security.”  Unrestricted Global Securities representing

Unrestricted Book-Entry Interests shall be issued initially in accordance with

Sections 2.06(b)(iv), 2.06(c)(ii) and 2.06(e) and shall be deposited with the

Trustee, as custodian for the Depositary, at its New York corporate trust

office, duly executed by the Issuers and authenticated by the Trustee as

hereinafter provided.  The aggregate

principal amount of each of the Global Securities may from time to time be

increased or decreased by adjustments made on the records of the Trustee as

hereinafter provided.




 




Each Global Security shall

represent such of the outstanding Securities as shall be specified therein and

each shall provide that it shall represent the aggregate principal amount of

outstanding Securities from time to time endorsed thereon and that the

aggregate principal amount of outstanding Securities represented thereby may

from time to time be reduced or increased, as appropriate, to reflect

exchanges, redemptions and transfers of interests therein in accordance with

the terms of this Indenture.  Any

endorsement of a Global Security to reflect the amount of any increase or

decrease in the principal amount of outstanding Securities represented thereby

shall be made by the Trustee in accordance with instructions given by the

Holder thereof as required by Section 2.06 hereof.




 




The provisions of the

“Operating Procedures of the Euroclear System” and “Terms and Conditions

Governing Use of Euroclear” and the “General Terms and Conditions of

Clearstream” and “Customer Handbook” of Clearstream shall be applicable to

interests in the Regulation S Global Security that are held by the Participants

through Euroclear or Clearstream.




 




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Except as set forth in

Section 2.06(a) hereof, a Global Security may not be transferred except as a

whole by the Depositary for such Global Security to a nominee of such

Depositary or by a nominee of such Depositary to such Depositary or another

nominee of such Depositary.




 




(b)           Book-Entry

Provisions.  The Issuers shall

execute and the Trustee shall, in accordance with Section 2.02 hereof,

authenticate and deliver the Global Securities.




 




Neither DTC nor its

Participants shall have any rights either under this Indenture or under any

Global Security with respect to such Global Security, and the Depositary may be

treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee

as the absolute owner of such Global Security for the purpose of receiving

payment of or on account of the principal of and, subject to the provisions of

this Indenture, interest and Additional Interest, if any, on the Global

Securities and for all other purposes. 

Notwithstanding the foregoing, nothing herein shall prevent the Issuers,

the Trustee or any agent of the Issuers or the Trustee from giving effect to

any written certification, proxy or other authorization furnished by the

Depositary or impair, as between the Depositary and its Participants, the

operation of customary practices of DTC governing the exercise of the rights of

an owner of a beneficial interest in any Global Security.  None of the Issuers, the Guarantors, the

Trustee nor any agent of the Issuers, the Guarantors or the Trustee will have

any responsibility or liability for any aspect of the records relating to or

payments made on account of beneficial ownership interests of a Global Security

or maintaining, supervising or reviewing any records relating to such

beneficial ownership interests.




 




(c)           Securities.  The provisions of the forms of Securities

contained in Exhibits A and B hereto are incorporated herein by reference.  The Securities and the Trustee’s

Certificates of Authentication shall be substantially in the form of Exhibit A,

in the case of an Initial Global Security, and Exhibit B, in the case of an

Unrestricted Global Security.  The

Securities may have notations, legends or endorsements required by law, stock

exchange rule or usage.  The Company

shall approve the form of the Securities and any notation, legend or

endorsement (including notations relating to the Guarantees) on them.  Each Security shall be dated the date of its

authentication.  The terms and

provisions contained in the Securities shall constitute, and are hereby

expressly made, a part of this Indenture.




 




SECTION 2.02.                                    Execution and Authentication.




 




Two Officers of the Company

and one Officer of Euramax B.V. shall sign the Securities for the Issuers by

manual or facsimile signature.  A

signature by a duly appointed attorney-in-fact of an Officer shall be valid.




 




If an Officer whose

signature is on a Security no longer holds that office at the time the Trustee

authenticates the Security, the Security shall be valid nevertheless.




 




A Security shall not be

valid until an authorized officer of the Trustee manually signs the certificate

of authentication on the Security.  The

signature shall be conclusive evidence that the Security has been authenticated

under this Indenture.




 




The Trustee shall

authenticate (i) Initial Securities for issue on the Issue Date in the

aggregate principal amount of up to $200,000,000, and (ii) Unrestricted Global

Securities from time to time in exchange for a like principal amount of Initial

Securities issued under this Indenture upon a written order signed by an

Officer of each Issuer (an “Authentication Order.”).  A signature by a duly appointed

attorney-in-fact of an Officer shall be valid. 

Subject to compliance with Section 4.04, the Trustee may authenticate

Securities thereafter for issuance upon an Authentication Order in an aggregate

principal amount as specified in such Authentication Order (the “Additional

Securities”).  Any references to

“Securities” in this Indenture (other than Section 4.04) shall include

Additional Securities, if any.  The

Authentication




 




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Order shall be based upon a Board Resolution

of each Issuer to similar effect filed with the Trustee and shall specify the

amount of Securities to be authenticated and the date on which the original

issue of Securities is to be authenticated. 

The Authentication Order shall also provide instructions concerning

registration, amounts for each Holder and delivery.  Securities issued in exchange for interests in a Global Security

in accordance with Section 2.06 may be issued in the form of Definitive

Securities substantially in the form set forth in Exhibit A or Exhibit B, as

applicable.  The Securities shall be

issued serially numbered, in registered form without coupons and only in

denominations of U.S. $1,000 principal amount or any integral multiple thereof.




 




The Trustee may appoint an

authenticating agent acceptable to the Issuers to authenticate Securities.  The Issuers shall pay all fees payable to

the authenticating agent.  Any

authenticating agent appointed hereunder shall be entitled to the benefits of

Section 7.07.  Unless limited by the

terms of such appointment, any authenticating agent may authenticate Securities

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 the Issuers

or an Affiliate as provided in Section 7.03.




 




SECTION 2.03.                                    Registrar and Paying Agent.




 




The Company shall maintain

an office or agency (which shall be located in the Borough of Manhattan in The

City of New York) where Securities may be presented for registration of

transfer or for exchange (“Registrar”), an office or agency (which shall

be located in the Borough of Manhattan in The City of New York and any city in

which such an agency is required to be maintained under the rules of any stock

exchange on which the Securities are listed) where Securities may be presented

for payment (“Paying Agent”) and an office or agency where notices and

demands to or upon each Issuer and the Guarantors in respect of the Securities,

the Guarantees and this Indenture may be served (the “Notice Agent”).  The Registrar shall keep a register of the

Securities and of their transfer and exchange. 

The Company may have one or more co-Registrars and one or more

additional paying agents.  The term “Paying

Agent” includes any additional paying agent.




 




The Issuers shall enter into

an appropriate agency agreement with any Agent not a party to this

Indenture.  The agreement shall

implement the provisions of this Indenture that relate to such Agent and shall,

if required, incorporate the provisions of the TIA.  The Company shall promptly notify the Trustee of the name and

address and of any change in name and address of any such Agent and Notice

Agent.  If the Company fails to maintain

a Registrar or Paying Agent or Notice Agent, the Trustee shall act as such and

shall be entitled to appropriate compensation in accordance with the provisions

of Section 7.07; provided that the Trustee shall not be required to act

as Paying Agent for Securities outside the United States, but shall be

authorized to appoint such a Paying Agent for Securities outside the United

States if the Company has failed to maintain such a Paying Agent, if required.




 




The Issuers initially

appoint the Trustee as Registrar, Paying Agent and Notice Agent.  The Company shall give written notice to the

Trustee in the event that the Company decides to act as Registrar or Notice

Agent.




 




SECTION 2.04.                                    Paying Agent To Hold Money in Trust.




 




The Issuers shall require

each Paying Agent not a party to this Indenture to agree in writing to hold in

trust for the benefit of Securityholders or the Trustee all money held by the

Paying Agent for the payment of principal of or interest on the Securities

(whether such money has been paid to it by the Issuers or any other obligor on

the Securities), and the Company and the Paying Agent shall each notify the

Trustee of any default by the Issuers (or any other obligor on the Securities)

in making any such 




 




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payment. 

Neither the Company nor any of its Subsidiaries may act as Paying

Agent.  The Issuers at any time may

require a Paying Agent to pay all money held by it to the Trustee and account

for any funds disbursed and the Trustee may at any time during the continuance

of any payment default, upon written request to a Paying Agent, require such Paying

Agent to pay all money held by it to the Trustee and to account for any funds

disbursed.  Upon making such payment the

Paying Agent shall have no further liability for the money delivered to the

Trustee.




 




SECTION 2.05.                                    Securityholder 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 Holders.  If the Trustee is not the Registrar, the

Company shall furnish to the Trustee at least five Business Days before each

Interest Payment Date and at such other times as the Trustee may request in

writing a list in such form and as of such date as the Trustee may reasonably

require of the names and addresses of Holders.




 




SECTION 2.06.                                    Transfer and Exchange.




 




(a)           Transfer and

Exchange of Global Securities. 

(i)  Global Securities will be

exchanged by the Company for Definitive Securities only in the circumstances

set forth in this Section 2.06.  Upon

the occurrence of any of the events specified therein, Definitive Securities

shall be issued in such names as the Depositary shall instruct the Trustee and

the Trustee shall cause the aggregate principal amount of the applicable Global

Security to be reduced accordingly, and the Issuers shall execute and the

Trustee shall authenticate and deliver to the Person designated in the

instructions a Definitive Security in the appropriate principal amount.  The Trustee shall deliver such Definitive

Securities to the Persons in whose names such Securities are so

registered.  Definitive Securities

issued in exchange for a Book-Entry Interest pursuant to this Section 2.06(a)

shall bear the legends set forth in Section 2.06(f) hereof, if applicable, and

shall be subject to all restrictions on transfer contained therein to the same

extent as the Global Security so exchanged. 

Global Securities may also be exchanged or replaced, in whole or in

part, as provided in Sections 2.07 and 2.10. 

Every Security authenticated and delivered in exchange for, or in lieu

of, a Global Security or any portion thereof, pursuant to Section 2.07 or 2.10

hereof, shall be authenticated and delivered in the form of, and shall be, a

Global Security.  A Global Security may

not be exchanged for another Security other than as provided in this Section

2.06(a).  Notwithstanding any other

provision in this Indenture or the Securities, no Global Security may be

exchanged in whole or in part for Securities registered, and no transfer of a

Global Security in whole or in part may be registered, in the name of any

Person other than the Depositary for such Global Security or a nominee unless

(A) such Depositary (i) has notified the Company that it is unwilling or unable

to continue as Depositary for such Global Security and a successor Depositary

has not been appointed by the Company within 90 days of receipt by the Company

of such notification or (ii) has ceased to be a clearing agency registered

under the Exchange Act and a successor Depositary has not been appointed by the

Company within 60 days after the Company became aware of such cessation or (B)

the Company notifies the Trustee that it elects to cause the issuance of

Securities in definitive form under this Indenture.




 




(ii)           To the extent any Definitive

Securities are issued hereunder, procedures similar to those set forth in this

Section 2.06 and Exhibit C will apply.




 




(b)           Transfer and

Exchange of Book-Entry Interests. 

The transfer and exchange of Book-Entry Interests shall be effected

through DTC, in accordance with this Indenture and the procedures of DTC

therefor.  Book-Entry Interests in

Initial Global Securities shall be subject to restrictions on transfer

comparable to those set forth herein to the extent required by the Securities

Act.  The Trustee shall have no

obligation to ascertain DTC’s compliance with any such restrictions on

transfer.  




 




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Transfers of Book-Entry

Interests shall also require compliance with subparagraph (i) below, as well as

one or more of the other following subparagraphs as applicable:




 




(i)            All Transfers

and Exchanges of Book-Entry Interests. 

In connection with all transfers and exchanges of Book-Entry Interests

(other than transfers of Book-Entry Interests in a Global Security to Persons

who take delivery thereof in the form of a Book-Entry Interest in the same

Global Security), the transferor of such Book-Entry Interest must deliver to

the Registrar either (A) (1) instructions given in accordance with the

Applicable Procedures from a Participant or an indirect Participant directing

DTC to credit or cause to be credited a Book-Entry Interest in the specified

Global Security in an amount equal to the Book-Entry Interest to be transferred

or exchanged, (2) a written order given in accordance with the Applicable

Procedures containing information regarding the Participant account to be

credited with such increase and (3) instructions given by the Holder of the

Global Security to effect the transfer referred to in (1) and (2) above or B

(l) instructions given in accordance with the Applicable Procedures from a

Participant or an indirect Participant directing DTC to cause to be issued a

Definitive Security in an amount equal to the Book-Entry Interest to be

transferred or exchanged and (2) instructions given by the Holder of the Global

Security to effect the transfer referred to in (1) above.




 




(ii)           Transfer of

Book-Entry Interests in the Same Initial Global Security.  Book-Entry Interests in any Initial Global

Security may be transferred to Persons who take delivery thereof in the form of

a Book-Entry Interest in the same Initial Global Security in accordance with

the transfer restrictions set forth in Section 2.06(f) hereof; provided,

however, that transfer of a Book-Entry Interest in the IAI Global Security

to another Institutional Accredited Investor shall be effected pursuant to

Section 2.06(b)(iii)(C) hereof, and not this Section 2.06(b)(ii).




 




(iii)          Transfer of

Book-Entry Interests to Another Initial Global Security.  Book-Entry Interests in any Initial Global

Security may be transferred to Persons who take delivery thereof in the form of

a Book-Entry Interest in another Initial Global Security if the Registrar

receives the following:




 




(A)          if the transferee will take delivery

in the form of a Book-Entry Interest in the 144A Global Security, then the

transferor must deliver a certificate in the form of Exhibit C hereto,

including the certifications in item (1) thereof;




 




(B)           if the transferee will take delivery

in the form of a Book-Entry Interest in the Regulation S Global Security, then

the transferor must deliver a certificate in the form of Exhibit C hereto,

including the certifications in item (2) thereof; and




 




(C)           if the transferee will take delivery

in the form of a Book-Entry Interest in the IAI Global Security, then the

transferor must deliver (x) a certificate in the form of Exhibit C hereto,

including the certification in item (3) thereof, (y) to the extent required by

item 3(d) of Exhibit C hereto, an Opinion of Counsel in form reasonably

acceptable to the Company to the effect that such transfer is in compliance

with the Securities Act and (z) if the transfer is being made to an

Institutional Accredited Investor and effected pursuant to an exemption from

the registration requirements of the Securities Act other than Rule 144A, Rule

144 under the Securities Act or Rule 904 under the Securities Act, a

certificate from the transferee in the form of Exhibit D hereto.




 




(iv)          Transfer and

Exchange of Book-Entry Interests in Initial Global Security for Book-Entry

Interests in Unrestricted Global Security. 

Book-Entry Interests in any Initial Global Security may be exchanged by

the holder thereof for a Book-Entry Interest in the Unrestricted 




 




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Global

Security or transferred to a Person who takes delivery thereof in the form of a

Book-Entry Interest in the Unrestricted Global Security if:




 




(A)          such exchange or transfer is effected

pursuant to the Exchange Registration Statement in accordance with the

Registration Rights Agreement;




 




(B)           any such transfer is effected

pursuant to the Shelf Registration Statement in accordance with the

Registration Rights Agreement; and




 




(C)           the Registrar receives the following:




 




(1)           if the holder of

such Book-Entry Interest in a Initial Global Security proposes to exchange such

Book-Entry Interest for a Book-Entry Interest in the Unrestricted Global

Security, a certificate from such holder in the form of Exhibit E hereto,

including the certifications in item (1)(a) thereof;




 




(2)           if the holder of

such Book-Entry Interest in a Initial Global Security proposes to transfer such

Book-Entry Interest to a Person who shall take delivery thereof in the form of

a Book-Entry Interest in the Unrestricted Global Security, a certificate in the

form of Exhibit C hereto, including the certification in item (4) thereof; and




 




(3)           in each such case

set forth in this paragraph (C), an Opinion of Counsel in form reasonably

acceptable to the Company, to the effect that such exchange or transfer is in

compliance with the Securities Act and that the restrictions on transfer

contained herein and in Section 2.06(f) hereof are not required in order to

maintain compliance with the Securities Act.




 




If any such transfer is

effected pursuant to paragraph (A) or (B) above at a time when an Unrestricted

Global Security has not yet been issued, the Issuers shall issue and, upon

receipt of an authentication order in accordance with Section 2.02, the Trustee

shall authenticate one or more Unrestricted Global Securities in an aggregate

principal amount equal to the principal amount of Book-Entry Interests

transferred pursuant to paragraph (B) above.




 




(v)           Notation by the

Trustee of Transfer of Book-Entry Interests Among Global Securities.  Upon satisfaction of the requirements for

transfer of Book-Entry Interests pursuant to clause (iii) or (iv) above, the

Trustee, as Registrar, shall reduce or cause to be reduced the aggregate

principal amount of the relevant Global Security from which the Book-Entry

Interest is being transferred, and increase or cause to be increased the

aggregate principal amount of the Global Security to which the Book-Entry

Interest is being transferred, in each case, by the principal amount of the

Book-Entry Interest being transferred. 

No transfer of Book-Entry Interests shall be effected until, and any

transferee pursuant thereto shall succeed to the rights of a holder of

Book-Entry Interests only when, the Registrar has made appropriate adjustments

to the applicable Global Security in accordance with this paragraph.




 




(c)           Transfer or

Exchange of Definitive Securities for Book-Entry Interests.




 




(i)            If any holder of

Definitive Securities required to contain the legend set forth in Section

2.06(f) hereto proposes to exchange such Securities for a Book-Entry Interest

in an Initial Global Security or to transfer such Definitive Securities to a

Person who takes delivery thereof in 




 




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the

form of a Book-Entry Interest in an Initial Global Security, then, upon receipt

by the Registrar of the following documentation (all of which may be submitted

by facsimile):




 




(A)          if the holder of such Restricted

Definitive Securities proposes to exchange such Securities for a Book-Entry

Interest in an Initial Global Security, a certificate from such holder in the

form of Exhibit E hereto, including the certifications in item 2(b) thereof;




 




(B)           if such Definitive Securities are

being transferred to a QIB in accordance with Rule 144A under the Securities

Act, a certificate to the effect set forth in Exhibit C hereto, including the

certifications in item (1) thereof;




 




(C)           if such Definitive Securities are

being transferred to a Non-U.S. Person (as defined in Regulation S) in an

offshore transaction in accordance with Rule 903 or 904 under the Securities

Act, a certificate to the effect set forth in Exhibit C hereto, including the

certifications in item (2) thereof;




 




(D)          if such Definitive Securities are

being transferred pursuant to an exemption from registration in accordance with

Rule 144 under the Securities Act, a certificate to the effect set forth in

Exhibit C hereto, including the certifications in item (3)(a) thereof;




 




(E)           if such Definitive Securities are

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) through (D) above, a certificate to the

effect set forth in Exhibit C hereto, including the certifications in item

(3)(d) thereof, a certificate from the transferee to the effect set forth in

Exhibit D hereof and, to the extent required by item (3)(d) of Exhibit C, an

Opinion of Counsel from the transferee or the transferor reasonably acceptable

to the Company to the effect that such transfer is in compliance with the

Securities Act;




 




(F)           if such Definitive Securities are

being transferred to the Company or one of its Subsidiaries, a certificate to

the effect set forth in Exhibit C hereto, including the certifications in item

(3)(b) thereof; or




 




(G)           if such Definitive Securities are being

transferred pursuant to an effective registration statement under the

Securities Act, a certificate to the effect set forth in Exhibit C hereto,

including the certifications in item (3)(c) thereof,




 




the Trustee shall cancel the

Definitive Securities and increase or cause to be increased the aggregate

principal amount of, in the case of clause (B) above, the 144A Global Security,

in the case of clause (C) above, the Regulation S Global Security, and in all

other cases, the IAI Global Security.




 




(ii)           A holder of

Definitive Securities required to contain the legend set forth in Section

2.06(f) hereof may exchange such Securities for a Book-Entry Interest in the

Unrestricted Global Security or transfer such Restricted Definitive Securities

to a Person who takes delivery thereof in the form of a Book-Entry Interest in

the Unrestricted Global Security only:




 




(A)          if such exchange or transfer is

effected pursuant to the Exchange Registration Statement in accordance with the

Registration Rights Agreement;




 




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(B)           any such transfer is effected

pursuant to the Shelf Registration Statement in accordance with the

Registration Rights Agreement;




 




(C)           upon receipt by the Registrar of the

following documentation (all of which may be submitted by facsimile):




 




(1)           if the holder of

such Definitive Securities proposes to exchange such Securities for a

Book-Entry Interest in the Unrestricted Global Security, a certificate from

such holder in the form of Exhibit E hereto, including the certifications in

item 1(c) thereof;




 




(2)           if the holder of

such Definitive Securities proposes to transfer such Securities to a Person who

shall take delivery thereof in the form of a Book-Entry Interest in the

Unrestricted Global Security, a certificate in the form of Exhibit C hereto,

including the certifications in item (4) thereof; and




 




(3)           in each such case

set forth in this paragraph (C), an Opinion of Counsel in form reasonably

acceptable to the Company, to the effect that such exchange or transfer is in

compliance with the Securities Act and that the restrictions on transfer

contained herein and in Section 2.06(f) hereof are not required in order to

maintain compliance with the Securities Act.




 




If any such transfer is

effected pursuant to paragraph (A) or (B) above at a time when an Unrestricted

Global Security has not yet been issued, the Issuers shall issue and, upon

receipt of an authentication order in accordance with Section 2.02, the Trustee

shall authenticate one or more Unrestricted Global Securities in an aggregate

principal amount equal to the principal amount of Definitive Securities

transferred pursuant to paragraph (B) above.




 




(d)           Transfer and

Exchange of Securities.  When

Securities are presented by a Holder to the Registrar with a request to

register the transfer of the Securities or to exchange such Securities for an

equal principal amount of Securities of other authorized denominations, the

Registrar shall register the transfer or make the exchange as requested only if

the Securities are presented or surrendered for registration of transfer or

exchange and are endorsed or accompanied by a written instrument of transfer in

form satisfactory to the Registrar duly executed by such Holder or by his

attorney duly authorized in writing and upon receipt of such certificates and

Opinions of Counsel as shall be necessary to evidence compliance with the

restrictions on transfer contained in Section 2.06(f) hereto and this

Indenture.




 




(e)           Exchange Offer.  Upon the occurrence of the Exchange Offer

(as defined in the Registration Rights Agreement) in accordance with the

Registration Rights Agreement, the Issuers shall issue and, upon receipt of an

authentication order in accordance with Section 2.02, the Trustee shall

authenticate one or more Unrestricted Global Securities in an aggregate

principal amount equal to the principal amount of the Book-Entry Interests

tendered for acceptance by Persons participating therein.  Concurrently with the issuance of such

Securities, the Trustee shall cause the aggregate principal amount of the

applicable Initial Global Securities to be reduced accordingly.




 




(f)            Legends.  Each Initial Global Security and each

Restricted Definitive Security shall bear the legend (the “Securities Act

Legend”) in substantially the following form:




 




“THIS NOTE HAS NOT BEEN

REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND, ACCORDINGLY, MAY 




 




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NOT BE OFFERED OR SOLD

WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,

EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. 

BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A

“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES

ACT), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE

501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN

“INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS

ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S

UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER

THE INITIAL ISSUANCE OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE

EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED

STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER

THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED

INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER

CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION

OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE

TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF

NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT

SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED

STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE

SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY

RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT

IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY

TO THE EFFECT OF THIS LEGEND.  IN

CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER ORIGINAL

ISSUANCE OF THIS NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON

THE TRANSFER CERTIFICATE RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT

THIS CERTIFICATE TO THE TRUSTEE.  AS

USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.

PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES

ACT.  THE INDENTURE CONTAINS A PROVISION

REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN

VIOLATION OF THE FOREGOING RESTRICTIONS.”




 




(g)           Global Security

Legend.  Each Global Security shall

bear a legend in substantially the following form:




 




“THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS

REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE

OR IN PART FOR A SECURITY REGISTERED AND NO TRANSFER OF THIS SECURITY IN WHOLE

OR IN PARTY MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH

DEPOSITARY




 




30





























 




OR A NOMINEE THEREOF, EXCEPT

IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.”




 




(h)           Cancellation

and/or Adjustment of Global Securities. 

At such time as all Book-Entry Interests have been exchanged for

Definitive Securities, all Global Securities 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 Book-Entry Interest is exchanged for an interest in another Global Security

or for Definitive Securities, the principal amount of Securities represented by

such Global Security shall be reduced accordingly and an endorsement shall be

made on such Global Security, by the Trustee to reflect such reduction.




 




(i)            General

Provisions Relating to All Transfers and Exchanges.




 




(i)            To permit registrations of transfers

and exchanges, the Issuers shall execute and the Trustee shall authenticate

Securities upon a written order signed by an Officer of each Issuer or at the

Registrar’s request.




 




(ii)           No service charge shall be made to a

Holder for any registration of transfer or exchange, but the Company may

require payment of a sum sufficient to cover any stamp or transfer tax or

similar governmental charge payable in connection therewith (other than any

such stamp or transfer taxes or similar governmental charge payable upon

exchange or transfer pursuant to Sections 2.10, 3.06, 4.05, 4.14 and 10.05 hereof).




 




(iii)          All Securities issued upon any

registration of transfer or exchange of Securities shall be the valid

obligations of the Issuers, evidencing the same debt, and entitled to the same

benefits under this Indenture, as the Securities surrendered upon such

registration of transfer or exchange.




 




(iv)          The Issuers shall not be required (A)

to issue, to register the transfer of or to exchange Securities during a period

beginning at the opening of business 15 days before the day of any selection of

Securities for redemption under Section 3.02 hereof and ending at the close of

business on the day of selection, (B) to register the transfer of or to

exchange any Security so selected for redemption in whole or in part, except

the unredeemed portion of any Security being redeemed in part, or (C) to

register the transfer of or to exchange a Security between a record date and

the next succeeding Interest Payment Date.




 




(v)           Prior to due presentment for the

registration of a transfer of any Security, the Trustee, any Agent and the

Issuers (subject to paragraph 2 of the forms of Security) may deem and treat

the Person in whose name any Security is registered as the absolute owner of

such Security for the purpose of receiving payment of principal of and interest

on such Security and for all other purposes, and none of the Trustee, any Agent

or the Issuers shall be affected by notice to the contrary.




 




(vi)          The Trustee shall authenticate Global

Securities and Definitive Securities in accordance with the provisions of

Section 2.02 hereof.




 




SECTION 2.07.                                    Replacement Securities.




 




If a mutilated Security is

surrendered to the Registrar or the Trustee, or if the Holder of a Security

claims that the Security has been lost, destroyed or wrongfully taken, the

Issuers shall issue and the Trustee shall authenticate a replacement Security

if the Trustee’s requirements are met. 

An indemnity bond in an amount sufficient in the judgment of the

Issuers, the Registrar and the Trustee to protect the Issuers, the Registrar,

the Trustee or any Agent from any loss which any of them may suffer if a

Security 




 




31





























 




is replaced may be required by the Trustee,

the Registrar or the Company.  The

Issuers and the Trustee each may charge such Holder for their expenses in

replacing such Security.




 




Every replacement Security

is an obligation of the Issuers.  The

provisions of this Section 2.07 are exclusive and shall preclude (to the extent

lawful) all other rights and remedies with respect to the replacement of

mutilated, lost, destroyed or wrongfully taken Securities.




 




SECTION 2.08.                                    Outstanding Securities.




 




Securities outstanding at

any time are all Securities that have been authenticated by the Trustee except

for those cancelled by it, those delivered to it for cancellation and those

described in this Section as not outstanding. 

A Security does not cease to be outstanding because an Issuer or one of

its Affiliates holds the Security.




 




If a Security is replaced

pursuant to Section 2.07, it ceases to be outstanding unless the Trustee

receives proof satisfactory to it that the replaced Security is held by a bona

fide purchaser.




 




If the Paying Agent holds on

a redemption date, Purchase Date or Maturity Date money sufficient to pay the

principal of, and interest on Securities payable on that date, then on and

after that date such Securities cease to be outstanding and interest on them

ceases to accrue.




 




SECTION 2.09.                                    Treasury Securities.




 




In determining whether the

Holders of the required principal amount of Securities have concurred in any

direction, waiver or consent, Securities owned by any Issuer, the Guarantors or

any of their respective Affiliates shall be disregarded, except that for

purposes of determining whether the Trustee shall be protected in relying on

any such direction, waiver or consent, only Securities that the Trustee

actually knows are so owned shall be so disregarded.




 




The Trustee may require an

Officers’ Certificate listing Securities owned by any Issuer, the Guarantors or

any of their respective Affiliates.




 




SECTION 2.10.                                    Temporary Securities.




 




Until definitive Definitive

Securities are ready for delivery, the Issuers may prepare and the Trustee

shall authenticate temporary Securities. 

Temporary Securities shall be substantially in the form of definitive

Definitive Securities but may have variations that the Issuers consider

appropriate for temporary Securities. 

Without unreasonable delay, the Issuers shall prepare and the Trustee

shall authenticate definitive Definitive Securities in exchange for temporary

Securities.  Until such exchange,

temporary Securities shall be entitled to the same rights, benefits and

privileges as Definitive Securities.




 




SECTION 2.11.                                    Cancellation.




 




The Issuers at any time may

deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee

any Securities surrendered to them for transfer, exchange or payment.  The Trustee and no one else shall cancel all

Securities surrendered for transfer, exchange, payment or cancellation.  The Issuers may not issue new Securities to

replace, or reissue or resell, Securities which the Issuers have redeemed,

paid, purchased on the open market or otherwise, or otherwise acquired or which

have been delivered to the Trustee for cancellation.  The Trustee (subject to the record-retention requirements of the

Exchange Act) may, but shall not be required to, destroy cancelled Securities.




 




32





























 




SECTION 2.12.                                    Defaulted Interest.




 




If the Issuers default in a

payment of interest on Securities, they shall pay the defaulted interest, plus

any interest payable on the defaulted interest pursuant to Section 4.01 hereof,

to the Persons who are Holders of Securities on a subsequent special record

date, and such term, as used in this Section 2.12 with respect to the payment

of any defaulted interest, shall mean the fifteenth day next preceding the date

fixed by the Company for the payment of defaulted interest, whether or not such

day is a Business Day.  At least 15 days

before such special record date, the Company shall mail to Holders of the

Securities and the Trustee, a notice that states such special record date, the

payment date and the amount of defaulted interest to be paid.




 




SECTION 2.13.                                    CUSIP or ISIN Number.




 




The Issuers in issuing the

Securities may use a “CUSIP” or “ISIN” number, and if so, such CUSIP or ISIN

number shall be included in notices of redemption or exchange as a convenience

to Holders; provided that any such notice may state that no representation

is made as to the correctness or accuracy of the CUSIP or ISIN number printed

in the notice or on the Securities, and that reliance may be placed only on the

other identification numbers printed on the Securities.  The Company will promptly notify the Trustee

of any change in the CUSIP or ISIN number.




 




SECTION 2.14.                                    Deposit of Moneys.




 




On each Interest Payment

Date and Maturity Date and on any Business Day immediately following any

acceleration of the Securities pursuant to Section 6.02, the Issuers shall

deposit with the Paying Agent in immediately available funds money (in United

States dollars) sufficient to make cash payments, if any, due on such Interest

Payment Date, Maturity Date or Business Day, as the case may be, in a timely

manner which permits the Trustee to remit payment to the Holders on such

Interest Payment Date, Maturity Date or Business Day, as the case may be.




 




SECTION 2.15.                                    Payments of Interest.




 




The Holder of a Security at

the close of business on the Regular Record Date with respect to any Interest

Payment Date shall be entitled to receive the interest and Additional Interest,

if any, payable on such Interest Payment Date notwithstanding any transfer or

exchange of such Security subsequent to the Regular Record Date and prior to

such Interest Payment Date, except if and to the extent the Issuers shall

default in the payment of the interest or Additional interest due on such

Interest Payment Date, in which case such defaulted interest and Additional

Interest, if any, shall be paid in accordance with Section 2.12; provided

that, in the event of an exchange of a Definitive Security for a beneficial

interest in any Global Security subsequent to a Regular Record Date or any

special record date and prior to or on the related Interest Payment Date or

other payment date under Section 2.12, any payment of the interest and

Additional Interest payable on such payment date with respect to any such

Definitive Security shall be made to the Person in whose name such Definitive

Security was registered on such record date; provided  further

that, in the event of an exchange of all or a portion of a Global Security for

Definitive Securities subsequent to the Regular Record Date or any special

record date and prior to or on the related Interest Payment Date or other

payment date under Section 2.12, any payment of interest or Additional Interest

payable on such Interest Payment Date or other payment date with respect to the

Definitive Security shall be made to the Holder of the Global Security as of such

date.




 




33





























 




ARTICLE THREE




 




REDEMPTION




 




SECTION 3.01.                                    Notices to Trustee.




 




If the Issuers want to

redeem Securities pursuant to paragraph 6 or 7 of the Securities at the

applicable redemption price set forth thereon, they shall notify the Trustee

and Paying Agent in writing of the redemption date and the principal amount of

Securities to be redeemed.




 




The Company shall give the

notice provided for in this Section 3.01 at least 45 days before the redemption

date (unless a shorter notice shall be agreed to by the Trustee in writing),

together with an Officers’ Certificate stating that such redemption will comply

with the conditions contained herein.




 




SECTION 3.02.                                    Selection of Securities To Be Redeemed.




 




If less than all of the

Securities are to be redeemed pursuant to paragraph 6 thereof, the Trustee

shall select the Securities to be redeemed pro rata or by lot or in such

other manner as the Trustee shall deem appropriate and fair.  The Trustee shall make the selection from

the Securities then outstanding, subject to redemption and not previously

called for redemption.  The Trustee may

select for redemption portions (equal to $1,000 or any integral multiple

thereof) of the principal of Securities that have denominations larger than

$1,000.  Provisions of this Indenture

that apply to Securities called for redemption also apply to portions of

Securities called for redemption.




 




SECTION 3.03.                                    Notice of Redemption.




 




At least 30 days but not

more than 60 days before a redemption date, the Company shall mail a notice of

redemption by first class mail to each Holder whose Securities are to be

redeemed and the Trustee and any Paying Agent. 

The Issuers shall also comply with any notice requirements of the stock

exchange or exchanges on which the Securities are then listed.  A copy of such notice shall be mailed to the

Trustee on the same day the notice is mailed to Holders of Securities.




 




The notice shall identify

the Securities to be redeemed and shall state:




 




(1)           the redemption date;




 




(2)           the redemption

price, or if not then ascertainable, the manner of calculation thereof;




 




(3)           the CUSIP or ISIN

number, if any;




 




(4)           the name and address

of the Paying Agent to which the Securities are to be surrendered for

redemption;




 




(5)           that Securities

called for redemption must be surrendered to the Paying Agent to collect the

redemption price and accrued interest, if any;




 




(6)           that, unless the

Issuers default in making the redemption payment, interest on Securities called

for redemption ceases to accrue on and after the redemption date and the only

remaining




 




34





























 




right

of the Holders is to receive payment of the redemption price upon surrender to

the Paying Agent; and




 




(7)           if any Global Security

is being redeemed in part, the portion of the principal amount of such Security

to be redeemed and that, after the redemption date, upon surrender of such

Global Security, the Global Security with a notation on Schedule A thereof

adjusting the principal amount thereof to be equal to the unredeemed portion,

will be returned;




 




(8)           if any Definitive

Security is being redeemed in part, the portion of the principal amount of such

Definitive Security to be redeemed and that, after the redemption date, upon

surrender of such Definitive Security, a new Definitive Security or Definitive

Securities in principal amount equal to the unredeemed portion thereof will be

issued.




 




On Company Request, the

Trustee shall give the notice of redemption on behalf of the Issuers, in the

names of the Issuers and at the Issuers’ expense.




 




SECTION 3.04.                                    Effect of Notice of Redemption.




 




Once a notice of redemption

is mailed, Securities called for redemption become due and payable on the

redemption date and at the redemption price. 

Upon surrender to the Paying Agent, such Securities shall be paid at the

redemption price, plus accrued interest thereon to the redemption date, but,

interest installments whose maturity is on or prior to such redemption date

shall be payable to the Holders of record at the close of business on the

relevant record dates referred to in the Securities.




 




SECTION 3.05.                                    Deposit of Redemption Price.




 




At least one Business Day

before the redemption date, the Issuers shall deposit with the Paying Agent

money sufficient to pay the redemption price of and accrued interest on all

Securities to be redeemed on that date other than Securities or portions

thereof called for redemption on that date which have been delivered by the

Issuers to the Trustee for cancellation.




 




SECTION 3.06.                                    Securities Redeemed in Part.




 




Upon surrender of a

Definitive Security that is redeemed in part, the Trustee shall authenticate

for the Holder a new Definitive Security equal in principal amount to the

unredeemed portion of the Definitive Security surrendered.  Upon surrender of a Global Security that is

redeemed in part, the Paying Agent shall forward such Global Security to the

Trustee who shall make a notation on Schedule A thereof to reduce the principal

amount of such Global Security to an amount equal to the unredeemed portion of

the Global Security surrendered.




 




SECTION 3.07.                                    Right of Redemption.




 




(a)           The Securities may

be redeemed, in whole or in part, at any time prior to August 15, 2007, at the

option of the Company at a redemption price equal to 100% of the principal

amount of the Securities to be redeemed plus the Applicable Premium as of, and

accrued and unpaid interest and Additional Interest, if any, to, the applicable

redemption date.




 




(b)           At any time on or

after August 15, 2007, the Securities will be subject to redemption, at the

option of the Company, in whole or in part, at the following redemption prices

(expressed as percentages of principal amount) plus accrued and unpaid interest

and Additional Interest, if 




 




35





























 




any, to but excluding the

date fixed for redemption, if redeemed during the 12-month period beginning on

August 15 of the years indicated:




 




	

  Year


  	

   


  	

  Optional

  Redemption Price


  	

   


  
	

  2007


  	

   


  	

  104.250


  	

   


  
	

  2008


  	

   


  	

  102.125


  	

   


  
	

  2009 and thereafter


  	

   


  	

  100.000


  	

   


  





 




(c)           Prior to August 15,

2006, the Company may redeem up to 35% of the aggregate principal amount of the

Securities with the net cash proceeds received by the Company from one or more

public offerings of Capital Stock of the Company (other than Disqualified

Stock), at a redemption price (expressed as a percentage of the principal

amount) of 108.5% of the principal amount thereof, plus accrued and unpaid

interest and Additional Interest, if any, to the date fixed for redemption; provided,

however, that (1) at least 65% of the aggregate principal amount of the

Securities remains outstanding immediately after any such redemption (excluding

any Securities owned by the Company or any of its Affiliates) and (2) the

redemption occurs within 120 days of the date of the closing of the public

equity offering.




 




(d)           Securities may be

redeemed, at the option of the Issuers, as a whole, but not in part (limited to

Securities with respect to which payment of an Additional Amount is or may be

required), at any time, at a redemption price equal to the principal amount

thereof, together with accrued and unpaid interest and Additional Interest, if

any, to the date fixed for redemption and any Additional Amounts payable with

respect thereto, if the Issuers determine and certify to the Trustee

immediately prior to the giving of such notice that (i) they have or will

become obligated to pay Additional Amounts in respect of such Securities as a

result of any change in or amendment to the laws (or any regulations or rulings

promulgated thereunder) of The Netherlands or any relevant jurisdiction or any

political subdivision or taxing authority thereof or therein affecting

taxation, or any change in the official position regarding the application or

interpretation of such laws, regulations or rulings (including a holding by a

court of competent jurisdiction) which change, amendment, application or

interpretation become effective on or after the Issue Date and (ii) such

obligation cannot be avoided by the Issuers taking reasonable measures

available to them, provided, that no such notice of redemption shall be given

earlier than 60 days prior to the earliest date on which the Issuers would be

obligated to pay such Additional Amounts if a payment in respect of such Securities

was then due.  Prior to the giving of

any notice of redemption described in this paragraph, the Issuers shall deliver

to the Trustee (a) a certificate signed by two Officers of the Company stating

the matters set forth in clause (i) above and that the obligation to pay

Additional Amounts cannot be avoided by the Issuers taking reasonable measures

available to them and (b) a written opinion of independent legal counsel to the

Issuers to the effect that the Issuers have become obligated to pay Additional

Amounts as a result of a change, amendment, official interpretation or

application described above and that the Issuers cannot avoid payment of such

Additional Amounts by taking reasonable measures available to them.




 




36





























 




ARTICLE FOUR




 




COVENANTS




 




SECTION 4.01.                                    Payment of Securities.




 




The Issuers shall pay the

principal of and interest on the Securities in the manner provided in the

Securities, such obligation to be joint and several.  An installment of principal or interest shall be considered paid

on the date due if the Trustee or Paying Agent holds on that date money

designated for and sufficient to pay the installment in full and is not

prohibited from paying such money to the Holders of the Securities pursuant to

the terms of this Indenture.




 




The Issuers shall pay

interest on overdue principal at the same rate per  annum borne by

the Securities.  The Issuers shall pay

interest on overdue installments of interest at the same rate per annum

borne by the Securities, to the extent lawful.




 




SECTION 4.02.                                    Maintenance of Office or Agency.




 




The Company shall maintain

in the Borough of Manhattan, The City of New York, an office or agency where

Securities may be surrendered for registration of transfer or exchange or for

presentation for payment and where notices and demands to or upon the Company

in respect of the Securities and this Indenture may be served.  The Company shall give prompt written notice

to the Trustee of the location, and any change in the location, of such office

or agency.  If at any time the Company

shall fail to maintain any such required office or agency or shall fail to

furnish the Trustee with the address thereof, such presentations, surrenders,

notices and demands may be made or served at the address of the Trustee set

forth in Section 13.02.




 




The Company may also from

time to time designate one or more other offices or agencies where the

Securities may be presented or surrendered for any or all such purposes and may

from time to time rescind such designations; provided that no such

designation or rescission shall in any manner relieve the Company of its

obligation to maintain an office or agency in the Borough of Manhattan, The

City of New York, for such purposes. 

The Company shall give prompt written notice to the Trustee of any such

designation or rescission and of any change in the location of any such other

office or agency.




 




The Company hereby

designates the Trustee as one such office or agency of the Company.




 




SECTION 4.03.                                    Limitation on Transactions with Affiliates

and Related Persons.




 




None of the Issuers nor any

of their Restricted Subsidiaries will enter into directly or indirectly any

transaction with any of their respective Affiliates or Related Persons (other

than the Issuers or a Restricted Subsidiary of an Issuer), including, without

limitation, the purchase, sale, lease or exchange of property, the rendering of

any service, or the making of any guarantee, loan, advance or Investment,

either directly or indirectly, involving aggregate consideration in excess of

$2.0 million unless (i) a majority of the disinterested directors of the Board

of Directors of the Company determines, in its good faith judgment evidenced by

a resolution of such Board of Directors filed with the Trustee, that the terms

of such transactions are at least as favorable as the terms that could be

obtained by such Issuer or such Restricted Subsidiary, as the case may be, in a

comparable transaction made on an arm’s-length basis between unaffiliated

parties; provided, however, that if the aggregate consideration

is in excess of $10.0 million the Company shall also obtain, prior to the

consummation of the transaction, the favorable opinion




 




37





























 




as to the fairness of the transaction to such

Issuer or Restricted Subsidiary from a financial point of view from an

independent financial advisor; and (ii) such transaction is, in the opinion of

a majority of the disinterested directors of the Board of Directors of the Company

evidenced by a resolution of such Board of Directors filed with the Trustee, on

terms no less favorable to such Issuer or such Restricted Subsidiary, as the

case may be, than those that could be obtained in a comparable arm’s-length

transaction with an entity that is not an Affiliate or a Related Person.




 




The provisions of this

Section 4.03 shall not apply to




 




(i)            transactions

permitted by the provisions of Section 4.06;




 




(ii)           payment of

reasonable fees, compensation or employee benefit arrangements to, and

indemnity provided on behalf of, officers, directors and employees of the

Company and its Subsidiaries as determined in good faith by the Board of

Directors of the Company;




 




(iii)          loans, payments or

advances to employees in the ordinary course of business which are approved in

good faith by the Board of Directors of the Company;




 




(iv)          the existence of, or

the performance by the Company or any of its Restricted Subsidiaries of its

obligations under the terms of, any stock purchase agreement or stockholder

agreement (including any registration rights agreement related thereto) to

which it is a party as of the Issue Date and any similar agreements which it

may enter into thereafter;




 




(v)           the existence of, or

the performance by the Company or any of its Restricted Subsidiaries of its

obligations under the terms of that certain advisory agreement dated as of

April 15, 2003 between the Company and CVC Management LLC as in effect on the

Issue Date;




 




(vi)          the payments by the

Company or any of its Restricted Subsidiaries to the Principals or any of their

Affiliates made for any financial advisory, financing, lending, underwriting or

placement services or in respect of other investment banking activities, provided

that the terms of such transaction are at least as favorable as the terms that

could be obtained by the Company or such Restricted Subsidiary, as the case may

be, in a comparable transaction made on an arm’s-length basis between

unaffiliated parties and that are approved in good faith by a majority of the members

of the Board of Directors; and




 




(vii)         if otherwise

permitted hereunder, the issuance of Capital Stock (other than Disqualified

Stock) or the issuance or exercise of options to acquire Capital Stock (other

than Disqualified Stock) of the Company or any of its Restricted Subsidiaries

to any Affiliate, officer, director or employee of the Company or any of its

Restricted Subsidiaries.




 




SECTION 4.04.                                    Limitation on Indebtedness.




 




None of the Issuers nor any

of their Restricted Subsidiaries will, directly or indirectly, Incur any

Indebtedness (including Acquired Indebtedness), except:




 




(i)            Indebtedness

(including Acquired Indebtedness) of the Issuers or any of their Restricted

Subsidiaries, if immediately after giving effect to the Incurrence of such

Indebtedness and the receipt and application of the net proceeds thereof, the

Consolidated Cash Flow Ratio of the Company for the four full fiscal quarters

for which quarterly or annual financial statements are available next preceding

the Incurrence of such Indebtedness, calculated on a pro forma basis in

accordance with Article 11 of Regulation S-X under the Securities Act of 1933

or any successor 




 




38





























 




provision

as if such Indebtedness had been Incurred on the first day of such four full

fiscal quarters, would be greater than 2.00 to 1.00;




 




(ii)           Indebtedness of the

Company and any Restricted Subsidiary under the Credit Agreement in an

aggregate amount at any time outstanding not to exceed $150.0 million;




 




(iii)          Indebtedness owed

by the Company to any direct or indirect Wholly Owned Subsidiary of the Company

or Indebtedness owed by a direct or indirect Restricted Subsidiary of the

Company to the Company or a direct or indirect Wholly Owned Subsidiary of the

Company; provided, however, upon either (I) the transfer or other

disposition by such direct or indirect Wholly Owned Subsidiary or the Company

of any Indebtedness so permitted under this clause (iii) to a Person other than

the Company or another direct or indirect Wholly Owned Subsidiary of the

Company or (II) the issuance (other than directors’ qualifying shares), sale,

transfer or other disposition of shares of Capital Stock or other ownership

interests (including by consolidation or merger) of such direct or indirect

Wholly Owned Subsidiary to a Person other than the Company or another such

Wholly Owned Subsidiary of the Company, the provisions of this clause (iii)

shall no longer be applicable to such Indebtedness and such Indebtedness shall

be deemed to have been Incurred at the time of any such issuance, sale,

transfer or other disposition, as the case may be;




 




(iv)          Indebtedness of any

of the Issuers or any Restricted Subsidiary under any Hedging Obligation to the

extent entered into to hedge any other Indebtedness permitted under this

Indenture (including the Securities) or otherwise in the ordinary course of

business, consistent with past practice and not for speculation;




 




(v)           Indebtedness

Incurred to renew, extend, refinance or refund (collectively for purposes of

this clause (v) to “refund”) any Indebtedness outstanding on the Issue

Date, any Indebtedness Incurred under the prior clause (i) above or this clause

(v) or the Securities and the Guarantees; provided, however, that

(I) such Indebtedness does not exceed the principal amount (or accrued amount,

if less) of Indebtedness so refunded (plus unused commitments under revolving

credit facilities) plus the amount of any premium required to be paid in

connection with such refunding pursuant to the terms of the Indebtedness

refunded or the amount of any premium reasonably determined by the issuer of

such Indebtedness as necessary to accomplish such refunding by means of a

tender offer, exchange offer, or privately negotiated repurchase, plus the

expenses of such issuer reasonably incurred in connection therewith and (II) in

the case of any refunding of Indebtedness that is pari passu with the

Securities, (A) such refunding Indebtedness is made pari passu with or

subordinate in right of payment to the Securities, and, in the case of any

refunding of Indebtedness that is subordinate in right of payment to the

Securities, such refunding Indebtedness is subordinate in right of payment to

the Securities on terms no less favorable to the holders of the Securities than

those contained in the Indebtedness being refunded, (B) the refunding

Indebtedness by its terms, or by the terms of any agreement or instrument

pursuant to which such Indebtedness is issued, does not have an Average Life

that is less than the remaining Average Life of the Indebtedness being refunded

and does not permit redemption or other retirement (including pursuant to any

required offer to purchase to be made by the Company or a Restricted Subsidiary

of the Company) of such Indebtedness at the option of the holder thereof prior

to the final stated maturity of the Indebtedness being refunded, other than a

redemption or other retirement at the option of the holder of such Indebtedness

(including pursuant to a required offer to purchase made by the Company or a

Restricted Subsidiary of the Company) which is conditioned upon a change of

control of the Company pursuant to provisions substantially similar to those

contained under Section 4.14 and (C) any Indebtedness Incurred to refund any

other Indebtedness is Incurred by the obligor on the Indebtedness being

refunded or by the Company;




 




39





























 




(vi)          commodity agreements

of the Issuers or any of their Restricted Subsidiaries to the extent entered

into to protect the Company and its Restricted Subsidiaries from fluctuations

in the prices of raw materials used in their businesses;




 




(vii)         Indebtedness of the

Issuers under the Securities issued on the Issue Date (including any notes

exchanged therefor in accordance with the terms of the Indenture) and

Indebtedness of any Guarantor under any Guarantee;




 




(viii)        Indebtedness

outstanding on the Issue Date;




 




(ix)           Indebtedness

(including Capitalized Lease Obligations) incurred by the Company or any of its

Restricted Subsidiaries to finance the purchase, lease or improvement of

property (real or personal) or equipment (whether through the direct purchase

of assets or the Capital Stock of any Person owning such assets) in an

aggregate principal amount outstanding not to exceed 5.0% of Tangible Assets at

any time (which amount may, but need not, be incurred in whole or in part under

the Credit Agreement), provided that the principal amount of such

Indebtedness does not exceed the fair market value of such property or

equipment;




 




(x)            Indebtedness

incurred by the Company or any of its Restricted Subsidiaries constituting

reimbursement obligations with respect to letters of credit issued in the

ordinary course of business, including, without limitation, letters of credit

in respect of workers’ compensation claims or self-insurance, or other

Indebtedness with respect to bankers’ acceptances or reimbursement type

obligations regarding workers’ compensation claims or self-insurance, and

obligations in respect of performance and surety bonds and completion

guarantees provided by the Company or any Restricted Subsidiary of the Company

in the ordinary course of business;




 




(xi)           Guarantees by the

Issuers or their Restricted Subsidiaries of Indebtedness otherwise permitted to

be Incurred hereunder;




 




(xii)          the Incurrence by

an Issuer or any Restricted Subsidiary of Indebtedness to the extent the net

proceeds thereof are promptly deposited to defease the Securities as described

under Article Nine;




 




(xiii)         Indebtedness

arising from the honoring by a bank or other financial institution of a check,

draft or similar instrument inadvertently (except in the case of daylight

overdrafts) drawn against insufficient funds in the ordinary course of

business; provided that such Indebtedness is extinguished within five

business days of Incurrence; and




 




(xiv)        Indebtedness of the

Issuers or their Restricted Subsidiaries, not otherwise permitted to be

Incurred pursuant to clauses (i) through (v) above, which, together with any

other outstanding Indebtedness Incurred pursuant to this clause (xiv), has an

aggregate principal amount not in excess of $25.0 million at any time

outstanding, which Indebtedness may, but need not, be incurred in whole or in

part under the Credit Agreement.




 




For purposes of determining

compliance with this Section 4.04, in the event that an item of Indebtedness

meets the criteria of more than one of the categories of Permitted Indebtedness

described in clauses (i) through (xiv) above, the Company shall, in its sole

discretion, classify such item of Indebtedness and may divide and classify, and

reclassify from time to time, such Indebtedness in more than one of the types

of Indebtedness described.  Accrual of

interest, accretion or amortization of original issue discount or the payment

of interest on any Indebtedness in the form of additional Indebtedness with the

same terms will not be deemed to be an Incurrence of Indebtedness for purposes

of this Section 4.04; provided,




 




40





























 




however, in each such case, that the amount thereof

is included in fixed charges of the Company as accrued.




 




Notwithstanding any other

provision of this Section 4.04, the maximum amount of Indebtedness that may be

Incurred pursuant to this Section 4.04 will not be deemed to be exceeded with

respect to any outstanding Indebtedness due solely to the result of

fluctuations in the exchange rates of currencies.




 




SECTION 4.05.                                    Limitation on Certain Asset Dispositions.




 




(a)           None of the Issuers

nor any of their Restricted Subsidiaries will, directly or indirectly, make one

or more Asset Dispositions unless:  (i)

such Issuer or such Restricted Subsidiary, as the case may be, receives

consideration for such Asset Disposition at least equal to the fair market

value of the assets sold or disposed of as determined by the Board of Directors

of the Company in good faith and evidenced by a resolution of such Board of

Directors filed with the Trustee; (ii) except in the case of a Permitted Asset

Swap, not less than 75% of the consideration for the disposition consists of

cash or readily marketable cash equivalents equivalents (including securities,

notes or other obligations received by the Issuers or any Restricted Subsidiary

that are converted to cash, to the extent of the cash received in such conversion,

within 180 days of receipt by the Issuers or any Restricted Subsidiary) or the

assumption of Indebtedness (other than non-recourse Indebtedness or any

Subordinated Indebtedness) of such Issuer or such Restricted Subsidiary or

other obligations relating to such assets (and release of such Issuer or such

Restricted Subsidiary from all liability on the Indebtedness or other

obligations assumed); and (iii) all Net Available Proceeds, less any amounts

invested within 360 days of such Asset Disposition in assets related to the

business of the Company (including the Capital Stock of another Person (other

than the Issuers, or any Person that is a Restricted Subsidiary of the Issuers

immediately prior to such investment); provided, however, that

immediately after giving effect to any such investment (and not prior thereto)

such Person shall be a Restricted Subsidiary of the Company), are applied, on

or prior to the 360th day after such Asset Disposition, to the permanent

reduction and prepayment of any Senior Debt or Guarantor Senior Debt or the

1996 Notes or, to the extent such Net Available Proceeds relate to Asset

Dispositions by Foreign Subsidiaries, Indebtedness of Foreign Subsidiaries,

then outstanding (in each case, including a permanent reduction of commitments

in respect thereof) and, after all Senior Debt and Guarantor Senior Debt and

1996 Notes and, to the extent applicable, Indebtedness of the applicable

Foreign Subsidiaries have been repaid in full or any required waivers thereof

have been obtained, to an Offer to Purchase.




 




Any Net Available Proceeds

from any Asset Disposition that is subject to the immediately preceding

sentence that are not applied to repay Senior Debt, Guarantor Senior Debt, the

1996 Notes and/or Indebtedness of Foreign Subsidiaries shall be invested as

provided in clause (iii) of the immediately preceding sentence, or used to make

an Offer to Purchase outstanding Securities (and, to the extent required

thereby, Indebtedness ranking pari passu with the Securities) at a

purchase price in cash equal to 100% of their principal amount plus accrued

interest to the Purchase Date.




 




Any remaining Net Available

Proceeds following the completion of the required Offer to Purchase may be used

by the Issuers for any other purpose (subject to the other provisions of this

Indenture) and the amount of Net Available Proceeds then required to be

otherwise applied in accordance with this Section shall be reset to zero,

subject to any subsequent Asset Disposition.




 




In the event that the

Issuers make an Offer to Purchase the Securities, the Issuers shall comply with

any applicable securities laws and regulations, including any applicable

requirements of Section 14(e) of, and Rule 14e-l under, the Exchange Act.  To the extent that the provisions of any

securities laws or regulations conflict with the provisions of this Section

4.05, the Company shall comply with the 




 




41





























 




applicable securities laws and regulations

and shall not be deemed to have breached its obligations under the covenant

described hereunder by virtue thereof.




 




(b)           Either Issuer will

mail the offer for an Offer to Purchase required pursuant to Section 4.05(a)

not more than 365 days after consummation of the Asset Disposition resulting in

the Offer to Purchase; provided, however, that the Issuers may

defer making any Offer to Purchase outstanding Securities (and, to the extent

required thereby, Indebtedness ranking pari passu with the Securities)

until there are aggregate unutilized Net Available Proceeds from Asset

Dispositions otherwise subject to the first two sentences of Section 4.05(a)

equal to or in excess of $10.0 million (at which time the entire unutilized Net

Available Proceeds from Asset Dispositions otherwise subject to the first two

sentences of Section 4.05(a), and not just the amount in excess of $10.0

million, shall be applied as required pursuant to the first paragraph of

Section 4.05(a)).  Each Holder shall be

entitled to tender all or any portion of the Securities owned by such Holder

pursuant to the Offer to Purchase, subject to the requirement that any portion

of a Security tendered must be tendered in an integral multiple of $1,000

principal amount and subject to any proration of the Offer among tendering

Holders if the aggregate amount of Securities tendered exceeds the Net

Available Proceeds.




 




(c)           Not later than the

date of the Offer with respect to an Offer to Purchase pursuant to this Section

4.05, the Issuer making the Offer shall deliver to the Trustee an Officers’ Certificate

as to the Purchase Amount and as to compliance with all conditions precedent to

such Offer contained herein.




 




On or prior to the Purchase

Date specified in the Offer to Purchase, the Issuer making the Offer shall (i)

accept for payment (on a pro rata basis, if necessary) Securities or portions

thereof validly tendered pursuant to this Offer, (ii) deposit with the Paying

Agent money sufficient to pay the Purchase Price of all Securities or portions

thereof so accepted and (iii) deliver or cause to be delivered to the Trustee

for cancellation all Securities so accepted together with an Officers’

Certificate stating the Securities or portions thereof accepted for payment by

such Issuer.  The Paying Agent shall

promptly mail or deliver to Holders of Securities so accepted payment in an

amount equal to the Purchase Price for such Securities, and the Trustee shall

(i) promptly authenticate and mail or deliver to each Holder of Definitive

Securities a new Definitive Security or Definitive Securities equal in

principal amount to any unpurchased portion of the Security surrendered as

requested by the Holder and (ii) in the case of a Global Security, reduce the

principal amount of such Global Security to an amount equal to the unpurchased

portion of such Global Security surrendered. 

Any Security not accepted for payment shall be promptly mailed or

delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the offer on

or as soon as practicable after the Purchase Date.




 




(d)           Notwithstanding the

foregoing, this Section 4.05 shall not apply to any Asset Disposition

consummated in compliance with the provisions of Section 5.01.




 




SECTION 4.06.                                    Limitation on Restricted Payments.




 




(a)           None of the Issuers

nor any of their Restricted Subsidiaries will, directly or indirectly:




 




(i)            declare or pay any

dividend, or make any distribution of any kind or character (whether in cash,

property or securities), in respect of any class of the Capital Stock of the

Company or any of its Restricted Subsidiaries or to the holders thereof,

excluding any (x) dividends or distributions payable solely in shares of

Capital Stock of the Company (other than Disqualified Stock) or in options,

warrants or other rights to acquire Capital Stock of the Company (other than

Disqualified Stock), or (y) in the case of any Issuer or any Restricted

Subsidiary of the Company, 




 




42





























 




dividends

or distributions payable to the Company (or to a director of a Foreign Subsidiary

on account of his or her qualifying shares) or a Restricted Subsidiary,




 




(ii)           purchase, redeem or

otherwise acquire or retire for value shares of Capital Stock of the Company or

any of its Restricted Subsidiaries, any options, warrants or rights to purchase

or acquire shares of Capital Stock of the Company or any of its Restricted

Subsidiaries or any securities convertible or exchangeable into shares of

Capital Stock of the Company or any of its Restricted Subsidiaries, excluding

any such shares of Capital Stock, options, warrants, rights or securities which

are owned by the Company or a Restricted Subsidiary of the Company,




 




(iii)          make any investment

in (other than a Permitted Investment), or payment on a guarantee of any

obligation of, any Person, other than the Company or a direct or indirect

Wholly Owned Subsidiary of the Company or, in the case of the Credit Agreement,

other than any guarantee by a Restricted Subsidiary of Obligations under the

Credit Agreement, or




 




(iv)          redeem, defease,

repurchase, retire or otherwise acquire or retire for value, prior to any

scheduled maturity, repayment or sinking fund payment, Subordinated

Indebtedness




 




(each of the transactions described in

clauses (i) through (iv) (other than any exception to any such clause) being a

“Restricted Payment”) if at the time thereof:




 




(1)           a Default or an Event of Default,

shall have occurred and be continuing,




 




(2)           upon giving effect to such Restricted

Payment, the Issuers could not incur at least $1.00 of additional Indebtedness

pursuant to clause (i) of Section 4.04, or




 




(3)           upon giving effect to such Restricted

Payment, the aggregate of all Restricted Payments made on or after the Issue

Date (excluding any Restricted Payment made pursuant to subclauses (ii), (iii),

(iv), (v), (viii), (x) and (xi) of Section 4.06(b)) exceeds the sum of:




 




(a)           50% of cumulative Consolidated Net

Income of the Company (or, in the case cumulative Consolidated Net Income of

the Company shall be negative, less 100% of such deficit) since the end of the

fiscal quarter in which the Issue Date occurs through the last day of the

fiscal quarter for which financial statements are available (treated as a

single accounting period); plus




 




(b)           100% of the aggregate net proceeds

received after the Issue Date, including the fair market value of property

other than cash (determined in good faith by the Board of Directors of the

Company as evidenced by a resolution of such Board of Directors filed with the

Trustee), from the issuance of, or equity contribution with respect to, Capital

Stock (other than Disqualified Stock) of the Company and warrants, rights or

options on Capital Stock (other than Disqualified Stock) of the Company (other

than in respect of any such issuance to a Restricted Subsidiary of the Company)

and the principal amount of indebtedness of the Company or any of its

Restricted Subsidiaries that has been converted into or exchanged for Capital

Stock of the Company which Indebtedness was Incurred after the Issue Date; plus




 




(c)           100% of the aggregate after-tax net

proceeds, including the fair market value of property other than cash

(determined in good faith by the Board of Directors of the Company as evidence

by a resolution or such Board of Directors filed with the Trustee), of the sale

or other disposition of any investment constituting a Restricted Payment 




 




43





























 




made after the Issue Date;

provided that any gain on the sale or disposition included in such after-tax

net proceeds shall not be included in determining Consolidated Net Income for

purposes of clause (a) above.




 




(b)           The foregoing

provision will not prohibit:




 




(i)            the payment of any

dividend on any class of Capital Stock of the Company or any of its Restricted

Subsidiaries paid within 60 days after the declaration thereof if, on the date

when the dividend was declared, the Company or such Restricted Subsidiary, as

the case may be, could have paid such dividend in accordance with the

provisions of this Indenture,




 




(ii)           the renewal,

extension, refunding or refinancing of any indebtedness otherwise permitted

pursuant to clause (v) of Section 4.04,




 




(iii)          the exchange or

conversion of any indebtedness of the issuers or any of their Restricted

Subsidiaries for or into Capital Stock of the Company (other than Disqualified

Stock),




 




(iv)          so long as no

Default or Event of Default has occurred and is continuing, any investment made

with the proceeds of a substantially concurrent sale of Capital Stock of the

Company (other than Disqualified Stock); provided, however, that

the proceeds of such sale of Capital Stock shall not be (and have not been)

included in subclause (b) of clause (3) of Section 4.04(a),




 




(v)           the redemption,

repurchase, retirement or other acquisition of any Capital Stock of the Company

in exchange for or out of the net cash proceeds of the substantially concurrent

sale (other than to a Restricted Subsidiary of the Company) of Capital Stock of

the Company (other than Disqualified Stock); provided, however,

that the proceeds of such sale of Capital Stock shall not be (and have not

been) included in subclause (b) of clause (3) of Section 4.04(a),




 




(vi)          the repurchase of

Capital Stock at no more than its fair market value (determined in good faith

by the Board of Directors of the Company as evidenced by a resolution of such

Board of Directors filed with the Trustee) from present or former Management

Investors in an amount not in excess of $2.0 million in any one calendar year

(with unused amounts in any calendar year being carried over to the next succeeding

calendar year up to a maximum of $4.0 million in any one calendar year),




 




(vii)         payments in lieu of

fractional shares in an amount not in excess of $100,000 in the aggregate,




 




(viii)        repurchases of

Common Stock which may be deemed to occur on stock for stock exercises of

options,




 




(ix)           Investments in

Persons which engage in a Permitted Business in an amount in the aggregate not

to exceed 7.5% of Tangible Assets of the Company,




 




(x)            the payment of

dividends to, and/or the repurchase of Capital Stock from one or more of, the

stockholders of the Company in an aggregate amount not to exceed $70.0 million;

provided, however, that at the time of, and on a pro forma basis

after giving effect to, any such Restricted Payment and the incurrence of any

Indebtedness in connection therewith, the ratio of total consolidated

Indebtedness of the Company and its Restricted Subsidiaries as of the most

recent date for which financial statements are available to Consolidated Cash

Flow Available for 




 




44





























 




Fixed

Charges as of the four quarter period ending on such date is less than or equal

to 3.75 to 1.00 and




 




(xi)           to the extent

permitted pursuant to Section 4.03, payments under the terms of that certain

advisory agreement dated as of April 15, 2003 between the Company and CVC

Management as in effect on the Issue Date.




 




Each Restricted Payment described in clauses

(i) (to the extent not already taken into account for purposes of computing the

aggregate amount of all Restricted Payments pursuant to clause (3) above),

(vi), (vii) and (ix) of Section 4.06(b) shall be taken into account for

purposes of computing the aggregate amount of all Restricted Payments pursuant

to clause (3) of Section 4.06(a).




 




For purposes of this Section

4.06, (i) an “Investment” shall be deemed to have been made at the time any

Restricted Subsidiary is designated as an Unrestricted Subsidiary in an amount

(proportionate to the Company’s equity interest in such Subsidiary) equal to

the net worth of such Restricted Subsidiary at the time that such Restricted

Subsidiary is designated as an Unrestricted Subsidiary; (ii) at any date the

aggregate of all Restricted Payments made as Investments since the Issue Date

shall exclude and be reduced by an amount (proportionate to the Company’s

equity interest in such Subsidiary) equal to the net worth of an Unrestricted

Subsidiary at the time that such Unrestricted Subsidiary is designated a

Restricted Subsidiary, not to exceed, in the case of any such redesignation of

an Unrestricted Subsidiary as a Restricted Subsidiary, the amount of

Investments previously made by the Company and the Restricted Subsidiaries in

such Unrestricted Subsidiary (in each case (i) and (ii) “net worth” to be

calculated based upon the fair market value of the assets of such Subsidiary as

of any such date of designation); and (iii) any property transferred to or from

an Unrestricted Subsidiary shall be valued at its fair market value at the time

of such transfer.




 




For purposes of determining

compliance with this Section 4.06, in the event that a Restricted Payment meets

the criteria of more than one of the categories of Restricted Payments

described in clause (3) of Section 4.06(a) or clauses (i) through (xi) of

Section 4.06(b), the Company shall, in its sole discretion, classify such

Restricted Payment and may divide and classify, and reclassify from time to

time, such Restricted Payment in more than one of the types of Restricted

Payments described.




 




SECTION 4.07.                                    Corporate Existence.




 




Subject to Article Five,

each of the Issuers shall do or shall cause to be done all things necessary to

preserve and keep in full force and effect its corporate existence and the

corporate, partnership or other existence of each of its Restricted

Subsidiaries in accordance with the respective organizational documents of each

such Restricted Subsidiary and the rights (charter and statutory) and material

franchises of the Issuers and their respective Restricted Subsidiaries; provided,

however, that the Issuers shall not be required to preserve any such

right or franchise, or the corporate existence of any Restricted Subsidiary

(other than an Issuer), if the Board of Directors of the Company shall

determine that the preservation thereof is no longer desirable in the conduct of

the business of the Company and its Subsidiaries, taken as a whole, and that

the loss thereof is not, and will not be, adverse in any material respect to

the Holders; provided, further, however, that a

determination of the Board of Directors of the Company shall not be required in

the event of a merger of one or more Wholly-Owned Subsidiaries of the Company

with or into another Wholly-Owned Subsidiary of the Company or another Person,

if the surviving Person is a Wholly-Owned Subsidiary of the Company organized

under the laws of the jurisdiction of incorporation of such predecessor

Wholly-Owned Subsidiary or the United States or a State thereof or of the

District of Columbia.




 




45





























 




SECTION 4.08.                                    Payment of Taxes and Other Claims.




 




The Issuers shall pay or

discharge or cause to be paid or discharged, before the same shall become

delinquent, (1) all material taxes, assessments and governmental charges levied

or imposed upon any of the Issuers or any of their Subsidiaries or upon the

income, profits or property of any of the Issuers or any of their Subsidiaries

and (2) all lawful claims for labor, materials and supplies which, in each

case, if unpaid, might by law become a material liability, or Lien upon the property,

of any of the Issuers or any of their Subsidiaries; provided, however,

that none of the Issuers shall be required to pay or discharge or cause to be

paid or discharged any such tax, assessment, charge or claim whose amount,

applicability or validity is being contested in good faith by appropriate

proceedings and for which appropriate provision has been made.




 




SECTION 4.09.                                    Notice of Defaults.




 




(1)           In the event that

any Indebtedness of any of the Issuers or any of their Subsidiaries is declared

due and payable before its maturity because of the occurrence of any default

(or any event which, with notice or lapse of time, or both, would constitute

such a default) under such Indebtedness, the Company shall promptly give

written notice to the Trustee of such declaration, the status of such default

or event and what action the Company is taking or proposes to take with respect

thereto.




 




(2)           Upon becoming aware

of any Default or Event of Default, the Company shall promptly deliver an

Officers’ Certificate to the Trustee specifying the Default or Event of

Default.




 




SECTION 4.10.                                    Maintenance of Properties.




 




Each of the Issuers and each

of their Restricted Subsidiaries shall cause all material properties owned by

or leased to it and used or useful in the conduct of its business to be

maintained and kept in normal condition, repair and working order and supplied

with all necessary equipment and shall cause to be made all necessary repairs,

renewals, replacements, betterments and improvements thereof, all as in the judgment

of such Issuer or such Restricted Subsidiary may be necessary so that the

business carried on in connection therewith may be properly and advantageously

conducted at all times; provided, however, that nothing in this

Section shall prevent any of the Issuers or any of their Restricted

Subsidiaries from discontinuing the use, operation or maintenance of any of

such properties, or disposing of any of them, if such discontinuance or

disposal is, in the judgment of the Board of Directors of the Company or of the

board of directors of the Subsidiary concerned, or of an officer (or other

agent employed by the Company or of any of its Subsidiaries) of the Company or

such Subsidiary having managerial responsibility for any such property,

desirable in the conduct of the business of the Company or any of its

Subsidiaries, and if such discontinuance or disposal is not adverse in any

material respect to the Holders.




 




SECTION 4.11.                                    Compliance Certificate.




 




Each of the Issuers shall

deliver to the Trustee within 55 days after the end of each of the first three

fiscal quarters of such Issuer and within 100 days after the close of each

fiscal year a certificate signed by the principal executive officer, principal

financial officer or principal accounting officer stating that a review of the

activities of such Issuer has been made under the supervision of the signing

officer with a view to determining whether a Default or Event of Default has

occurred and whether or not the signer knows of any Default or Event of Default

by such Issuer that occurred during such fiscal quarter or fiscal year.  If the signer does know of such a Default or

Event of Default, the certificate shall describe all such Defaults or Events of

Default, their status and the action such Issuer is taking or proposes to take 




 




46





























 




with respect thereto.  The first certificate to be delivered by

each Issuer pursuant to this Section 4.11 shall be for the fiscal quarter

ending September 30, 2003.




 




SECTION 4.12.                                    Reports.




 




Whether or not required by

the SEC, so long as any Securities are outstanding, the Issuers will furnish to

the Securityholders, within the time periods specified in the SEC’s rules and

regulations:




 




(1)           all quarterly and

annual financial information that would be required to be contained in a filing

with the SEC on Forms 10-Q and 10-K if the Company were required to file these

forms, including a “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” and, with respect to the annual information only, a

report on the annual financial statements by the Company’s certified

independent accountants; and




 




(2)           all current reports

that would be required to be filed with the SEC on Form 8-K if the Issuers were

required to file these reports.




 




In addition, whether or not

required by the SEC, the Issuers will file a copy of all of the information and

reports referred to in clauses (1) and (2) above with the SEC for public

availability within the time periods specified in the SEC’s rules and

regulations (unless the SEC will not accept the filing) and make the

information available to prospective investors upon request.  The Issuers and the Guarantors have agreed

that, for so long as any Securities remain outstanding, the Issuers will

furnish to the Securityholders 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.  The Company will also comply with Section 314(a) of the TIA.




 




SECTION 4.13.                                    Waiver of Stay, Extension or Usury Laws.




 




Each Issuer and the

Guarantor 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 or extension law or any usury law or

other law which would prohibit or forgive such Issuer or the Guarantor from

paying all or any portion of the principal of and/or interest on the Securities

as contemplated herein, wherever enacted, now or at any time hereafter in

force, or which may affect the covenants or the performance of this Indenture;

and (to the extent that it may lawfully do so) each Issuer and the Guarantor

hereby expressly waives all benefit or advantage of any such law, and covenants

that it shall not 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 had been enacted.




 




SECTION 4.14.                                    Change of Control.




 




(a)           Within 30 days

following the date of the consummation of a transaction resulting in a Change

of Control, the Issuers (or any of them) will commence an Offer to Purchase all

outstanding Securities at a purchase price in cash equal to 101% of their

principal amount plus accrued interest to the Purchase Date.  The Offer to Purchase will be consummated

not earlier than 30 days and not later than 60 days after the commencement

thereof.  Each Holder shall be entitled

to tender all or any portion of the Securities owned by such Holder pursuant to

the Offer to Purchase, subject to the requirement that any portion of a

Security tendered must be in an integral multiple of $1,000 principal amount.




 




(b)           Prior to the

commencement of the Offer to Purchase, but in any event within 30 days

following any Change of Control, the Issuers covenant to (i) repay in full and

terminate all 




 




47





























 




commitments

under Indebtedness under the Credit Agreement and all other Senior Debt the terms

of which require repayment upon a Change of Control or offer to repay in full

and terminate all commitments under all Indebtedness under the Credit Agreement

and all other such Senior Debt and to repay the Indebtedness owed to each

lender which has accepted such offer or (ii) obtain the requisite consents

under the Credit Agreement and all such other Senior Debt to permit the

repurchase of the Securities.  The

Issuers shall first comply with the covenant in the immediately preceding

sentence before they shall be required to repurchase Securities pursuant to the

provisions described below.  The

Issuers’ failure to comply with the immediately preceding sentence shall

constitute an Event of Default.




 




(c)           On or prior to the

Purchase Date specified in the Offer to Purchase, the Issuers shall (i) accept

for payment all Securities or portions thereof validly tendered pursuant to the

Offer, (ii) deposit with the Paying Agent money sufficient to pay the Purchase

Price of all Securities or portions thereof so accepted and (iii) deliver or

cause to be delivered to the Trustee for cancellation all Securities so

accepted together with an Officers’ Certificate stating the Securities or

portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail or deliver to Holders of

Securities so accepted payment in an amount equal to the Purchase Price for

such Securities, and the Trustee shall (i) promptly authenticate and mail or

deliver to each Holder of Securities a new Security or Securities equal in

principal amount to any unpurchased portion of the Security surrendered as

requested by the Holder and (ii) in the case of a Global Security, reduce the

principal amount of such Global Security to an amount equal to the unpurchased

portion of such Global Security surrendered. 

Any Security not accepted for payment shall be promptly mailed or

delivered by the Company to the Holder thereof.  The Company shall publicly announce the results of the Offer on

or as soon as practicable after the Purchase Date.




 




Prior to the commencement of

an Offer to Purchase pursuant to this Section 4.14, the Company shall deliver

to the Trustee an Officers’ Certificate to the effect that all conditions

precedent to the commencement of said Offer to Purchase contained herein have

been complied with.




 




(d)           In the event that

the Issuers make an Offer to Purchase the Securities, the Issuers shall comply

with any applicable securities laws and regulations, including any applicable

requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act.




 




SECTION 4.15.                                    Limitation on Senior Subordinated

Indebtedness.




 




None of the Issuers shall

(i) directly or indirectly Incur any Indebtedness that by its terms would

expressly rank senior in right of payment to the Securities and expressly rank

subordinate in right of payment to any Senior Debt of the Issuers or (ii)

permit the Guarantors to and the Guarantors will not directly or indirectly

Incur any Indebtedness that by its terms would expressly rank senior in right

of payment to the Guarantees of the Guarantors and expressly rank subordinate

in right of payment to any Guarantor Senior Debt.




 




SECTION 4.16.                                    Limitations Concerning Distributions and

Transfers by Restricted Subsidiaries.




 




None of the Issuers nor any

of their Restricted Subsidiaries will, directly or indirectly, create or

otherwise cause or suffer to exist any consensual encumbrance or restriction on

the ability of any Restricted Subsidiary of the Company to (i) pay, directly or

indirectly, dividends or make any other distributions in respect of its Capital

Stock or pay any Indebtedness or other obligation owed to the Company or any

Restricted Subsidiary of the Company, (ii) make loans or advances to the

Company or any Restricted Subsidiary of the Company or (iii) transfer any of

its property or assets to the Company or any Restricted Subsidiary of the

Company, except for such encumbrances or restrictions existing under or by 




 




48





























 




reason of (a) (x) the Credit Agreement or (y)

any other agreement evidencing Senior Debt or Guarantor Senior Debt in effect

on the Issue Date as any such other agreement is in effect on such date, (b)

any agreement relating to any Indebtedness Incurred by such Restricted

Subsidiary prior to the date on which such Restricted Subsidiary was acquired

by the Company and outstanding on such date and not Incurred in anticipation or

contemplation of becoming a Restricted Subsidiary and provided such

encumbrance or restriction shall not apply to any assets of the Company or its

Restricted Subsidiaries other than such Restricted Subsidiary, (c) customary

provisions contained in an agreement which has been entered into for the sale

or disposition of all or substantially all of the Capital Stock or assets of a

Restricted Subsidiary; provided, however, that such encumbrance

or restriction is applicable only to such Restricted Subsidiary or assets, (d)

an agreement effecting a renewal, exchange, refunding, amendment or extension

of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or

(b) above; provided, however, that with respect to an agreement

referred to in (a)(y) or (b) the provisions contained in such renewal,

exchange, refunding, amendment or extension agreement relating to such

encumbrance or restriction are no more restrictive in any material respect than

the provisions contained in the agreement that is the subject thereof in the

reasonable judgment of the Board of Directors of the Company as evidenced by a

resolution of such Board of Directors filed with the Trustee, (e) this

Indenture and the indenture governing the 1996 Notes, (f) applicable law, (g)

customary provisions restricting subletting or assignment of any lease

governing any leasehold interest of any Restricted Subsidiary of the Company,

(h) restrictions contained in Indebtedness permitted to be Incurred subsequent

to the Issue Date pursuant to the provisions of Section 4.04; provided that any

such restrictions are ordinary and customary with respect to the type of

Indebtedness Incurred, (i) purchase money and similar obligations for property

or equipment acquired in the ordinary course of business that impose

restrictions of the type referred to in clause (iii) of this Section 4.16 or

(j) restrictions of the type referred to in clause (iii) of this Section 4.16

contained in security agreements securing Indebtedness of a Restricted

Subsidiary of the Company to the extent that such Liens were otherwise incurred

in accordance with Section 4.18 and restrict the transfer of property subject

to such agreements.




 




SECTION 4.17.                                    Limitation on Issuance and Sale of Capital

Stock of Restricted Subsidiaries.




 




None of the Issuers will,

nor permit any of their Restricted Subsidiaries to, (a) transfer, convey, sell

or otherwise dispose of any shares of Capital Stock of any Restricted

Subsidiary of the Issuers (other than to the Company or a Wholly Owned

Subsidiary of the Company), except that the Company and any such Restricted

Subsidiary (other than an Issuer) may, in any single transaction, sell all, but

not less than all, of the issued and outstanding Capital Stock of any such

Restricted Subsidiary to any Person, subject to complying with the provisions

of Section 4.05, and (b) issue shares of Capital Stock of a Restricted

Subsidiary of the Company (other than directors’ qualifying shares), or

securities convertible into, or warrants, rights or options to subscribe for or

purchase shares of, Capital Stock of a Restricted Subsidiary of the Company to

any Person other than the Company or a Wholly Owned Subsidiary of the Company.




 




SECTION 4.18.                                    Limitation on Liens.




 




None of the Issuers nor any

of their Restricted Subsidiaries will Incur any Lien (other than Permitted

Liens) on or with respect to any property or assets of any Issuer or any

Restricted Subsidiary owned on the Issue Date or thereafter acquired or on the

income or profits thereof to secure Indebtedness of the Company or a Guarantor

without making, or causing any such Restricted Subsidiary to make, effective

provision for securing the Securities or the Guarantee of such Guarantor (and,

if any Issuer shall so determine, any other Indebtedness of such Issuer or such

Restricted Subsidiary or any Guarantor, including Subordinated Indebtedness; provided,

however, that Liens securing the Securities or the Guarantee of such

Guarantor and any Indebtedness pari passu with the Securities are senior

to such Liens securing 




 




49





























 




such Subordinated Indebtedness) equally and

ratably with such Indebtedness or, in the event such Indebtedness is

subordinate in right of payment to the Securities or the Guarantee, prior to

such Indebtedness, as to such property or assets for so long as such

Indebtedness shall be so secured.




 




SECTION 4.19.                                    Payment of Additional Amounts.




 




All payments by the Issuers

in respect of the Securities shall be made without withholding or deduction for

or on account of any present or future taxes, duties, assessments or other

governmental charges of whatsoever nature, including penalties, interest and

any other liabilities related thereto (“Taxes”), imposed or levied by or

on behalf of The Netherlands or any relevant jurisdiction or any political

subdivision or authority thereof or therein having power to tax, unless the

Issuers are compelled by law to deduct or withhold such taxes, duties,

assessments or other governmental charges. 

In such event, the Issuers shall pay such additional amounts (“Additional

Amounts”) as may be necessary to ensure that the net amounts received by

the Holders of the Securities after such withholding or deduction shall equal

the respective amounts of principal and interest that would have been

receivable in respect of the Securities in the absence of such withholding or

deduction, except that no such Additional Amounts shall be payable in respect

of any Security (i) presented for payment of principal more than 60 days after

the later of (x) the date on which such payment first became due and (y) if the

full amount payable has not been received in New York City by the Trustee on or

prior to such due date, the date on which, the full amount having been so

received, notice to that effect shall have been given to the Securityholders by

the Trustee, except to the extent that the Securityholder would have been

entitled to such Additional Amounts on presenting such Security for payment on

the last day of the applicable 60 day period; (ii) if any tax, assessment or

other governmental charge is imposed or withheld by reason of the failure to

comply by the Securityholder or, if different, the beneficial owner of the

interest payable on the Security with a timely request of the Issuers addressed

to such Holder to provide information, documents or other evidence con­cerning

the nationality, residence, identity or connection with The Netherlands or any

relevant jurisdiction of such Holder or beneficial owner which is required or

imposed by a statute, treaty, regulation or admin­istrative practice of The

Netherlands or any relevant jurisdiction as a precondition to exemption from

all or part of such tax, assessment or governmental charge; (iii) held by or on

behalf of a Securityholder who is liable for Taxes in respect of such Security

by reason of having some connection with The Netherlands or any relevant

jurisdiction (or any political subdivision or authority thereof) other than the

mere purchase, holding or disposition of any Security, or the receipt of

principal or interest in respect thereof, including, without limitation, such

Securityholder being or having been a citizen or resident thereof or being or

having been present or engaged in a trade or business therein or having had a

permanent establishment therein; (iv) to the extent that such Additional

Amounts exceed the Additional Amounts that would have been payable had such Securityholder

or beneficial owner of the interest not failed to be a resident of the United

States within the meaning of the income tax treaty between the United States

and The Netherlands or the United States and any other relevant jurisdiction;

(v) to the extent that such Additional Amounts exceed the Additional Amounts

that would have been payable had such Securityholder or beneficial owner of the

interest (if such person is a tax-exempt entity) not sold, or agreed to sell,

such Security within the three months of the acquisition thereof; or (vi) on

account of any estate, inheritance, gift, sale, transfer, personal property or

other similar tax, assessment or other governmental charge; and any combination

of (i), (ii), (iii), (iv), (v) or (vi), nor shall Additional Amounts be paid

with respect to any payment of the principal of, or any interest on, any

Security to any Securityholder who is a fiduciary or partnership or other than

the sole beneficial owner of such payment to the extent that a beneficiary or settlor

or beneficial owner would not have been entitled to any Additional Amounts had

such beneficiary or settlor or beneficial owner been the Securityholder.




 




The Issuers will also (a)

make such withholding or deduction compelled by applicable law and (b) remit

the full amount deducted or withheld to the relevant authority in accordance

with applicable law.  The Issuers will

furnish copies of such receipts evidencing the payment of any Taxes so deducted






 




50





























 




or withheld in such form as provided in the

normal course by the taxing authority imposing such Taxes and as is reasonably

available to the Issuers to the Trustee within 60 days after the date of

receipt of such evidence.  The Trustee

shall make such evidence available to the Holders of Securities upon

request.  If the Issuers have paid any

Additional Amounts to any Securityholder or, if different, the beneficial owner

of the interest and such Person is entitled to a refund of the Tax to which

such Additional Amounts are attributable from any competent taxation authority

or other governmental authority, then such Person shall (a) as soon as

practicable but in any event within 30 days after receiving a written request

thereof from the Issuers, comply with any administrative procedure to obtain

such refund and (b) upon receipt of such refund promptly pay over such refund

to the Issuers.




 




If Additional Amounts are

paid to a Securityholder or, if different, the beneficial owner of the

interest, and subsequently it is determined that the Securityholder or

beneficial owner of the interest was not entitled to such Additional Amounts,

then such Securityholder or beneficial owner of the interest shall promptly

refund to the Issuers the amount of all such Additional Amounts previously paid

to the Securityholder or beneficial owner of the interest.




 




All references herein and in

the Securities to the principal of or interest on a Security shall be deemed to

include any Additional Amounts payable in connection therewith.




 




The Issuers will pay any

present or future stamp, court or documentary taxes or any other excise or

property taxes, charges or similar levies that arise in any jurisdiction from

the execution, delivery or registration of the Securities or any other document

or instrument referred to herein or in the Securities.




 




At least 30 days prior to

each date on which any payment under or with respect to the Securities is due

and payable, if the Issuers will be obligated to pay Additional Amounts with

respect to such payment, the Issuers will deliver to the Trustee and the Paying

Agent an Officers’ Certificate stating the fact that such Additional Amounts

will be payable and shall specify by country the amounts to be payable and will

set forth such other information necessary to enable the Trustee and the Paying

Agent to pay such Additional Amounts to Holders on the payment date.  The Issuers shall indemnify the Trustee and

any Paying Agent for, and hold them harmless against, any loss, liability or

expense reasonably incurred without negligence or bad faith on their part

arising out of or in connection with actions taken or omitted by any of them in

reliance on any Officers’ Certificate furnished pursuant to this Section.




 




The obligations of the

Issuers under this Section 4.19 shall survive the termination of this Indenture

and the payment of all amounts under or with respect to the Securities.




 




The Issuers will not take

any voluntary action that results in their obligations to pay Additional

Amounts.




 




SECTION 4.20.                                    Additional Guarantees.




 




If, after the Issue Date,

(a) the Issuers or any Restricted Subsidiary shall acquire or create another

Subsidiary (other than (x) a Subsidiary that has been designated an

Unrestricted Subsidiary or (y) any Foreign Subsidiary) or (b) any Unrestricted

Subsidiary (other than a Foreign Subsidiary) is redesignated a Restricted

Subsidiary, then, in each such case, the Company shall cause such Restricted

Subsidiary to:




 




(1)           execute and deliver

to the Trustee (a) a supplemental indenture in form satisfactory to the Trustee

pursuant to which such Restricted Subsidiary shall unconditionally guarantee 




 




51





























 




all

of the Issuers’ obligations under the Securities and this Indenture and (b) a

notation of guarantee in respect of its Guarantee in the form set forth in Exhibit

A hereto; and




 




(2)           deliver to the

Trustee one or more opinions of counsel (subject to customary qualifications)

that such supplemental indenture (a) has been duly authorized, executed and

delivered by such Restricted Subsidiary and (b) constitutes a valid and legally

binding obligation of such Restricted Subsidiary in accordance with its terms.




 




ARTICLE FIVE




 




MERGERS; SUCCESSOR

CORPORATION




 




SECTION 5.01.                                    Restriction on Mergers, Consolidations and

Certain Sales of Assets.




 




None of the Issuers will

consolidate or merge with or into any Person, or sell, assign, lease, convey or

otherwise dispose of (or cause or permit any Restricted Subsidiary of the

Issuers to consolidate or merge with or into any Person or sell, assign, lease,

convey or otherwise dispose of) all or substantially all of the Company’s

assets (determined on a consolidated basis for the Company and its Restricted

Subsidiaries), whether as an entirety or substantially an entirety in one

transaction or a series of related transactions, including by way of

liquidation or dissolution, to any Person unless, in each such case:  (i) the entity formed by or surviving any

such consolidation or merger (if other than such Issuer or such Restricted

Subsidiary, as the case may be), or to which such sale, assignment, lease,

conveyance or other disposition shall have been made (the “Surviving Entity”),

is a corporation organized and existing under the laws of the jurisdiction of

incorporation of such Issuer or Restricted Subsidiary or the United States, any

state thereof or the District of Columbia; (ii)(a) in the event the

consolidation or merger involved an Issuer or all or substantially all of the

Company’s assets (determined on a consolidated basis for the Company and its

Restricted Subsidiaries) were sold, assigned, leased, conveyed or otherwise

disposed of the Surviving Entity assumes by supplemental indenture all of the

obligations of such Issuer or the Issuers, as the case may be, on the Securities

and under this Indenture or (b) in the event the consolidation or merger

involved a Guarantor, the Surviving Entity assumed by supplemental indenture

all of the obligations of the Guarantor hereunder; (iii) immediately after

giving effect to such transaction and the use of any net proceeds therefrom on

a pro forma basis, either (1) the Company or the Surviving Entity (in the case

of any transaction involving an Issuer other than the Company), as the case may

be, could Incur at least $1.00 of Indebtedness pursuant to clause (i) of

Section 4.04 or (2) the Consolidated Cash Flow Ratio for the Company or the

Surviving Entity (in the case of any transaction involving an Issuer other than

the Company), as the case may be, and its Restricted Subsidiaries would be

greater than the Consolidated Cash Flow Ratio immediately prior to such

transaction; (iv) immediately before and after giving effect to such

transaction and treating any Indebtedness which becomes an obligation of the

Company or any of its Restricted Subsidiaries as a result of such transaction

as having been incurred by the Company or such Restricted Subsidiary, as the

case may be, at the time of the transaction, no Default, Event of Default or

event shall have occurred and be continuing; (v) if, as a result of any such

transaction, property or assets of an Issuer or a Restricted Subsidiary would

become subject to a Lien not excepted from the provisions of Section 4.18, such

Issuer, Restricted Subsidiary or the Surviving Entity, as the case may be, shall

have secured the Securities as required by said Section 4.18; and (vi) the

Company has delivered to the Trustee an Officers’ Certificate and an Opinion of

Counsel, each stating that such consolidation or merger or sale, assignment,

lease, conveyance, or other disposition and, if a supplemental indenture is

required in connection with such transaction, such supplemental indenture,

complies with this Article Five and that all conditions precedent herein

provided for relating to such transaction have been complied with.  The provisions of this Section 5.01 shall

not apply to any merger of a Restricted Subsidiary of the Company with or into

the Company or a Wholly Owned Subsidiary of the Company or any transaction pursuant

to which 




 




52





























 




the Guarantee is to be released in accordance

with the terms of the Guarantee and this Indenture in connection with any

transaction complying with the provisions of Section 4.05.




 




SECTION 5.02.                                    Successor Corporation Substituted.




 




Upon any consolidation of

any Issuer or any Restricted Subsidiary of the Issuers with, or merger of such

Issuer or such Restricted Subsidiary into, any other Person or any sale,

assignment, lease, conveyance or other disposition of all or substantially all

of the Company’s assets (determined on a consolidated basis for the Company and

its Restricted Subsidiaries) (as an entirety or substantially as an entirety in

one transaction or a series of related transactions, including by way of

liquidation or dissolution) in accordance with Section 5.01, upon the execution

of a supplemental indenture by the Surviving Entity in form satisfactory to the

Trustee (as evidenced by the Trustee’s execution thereof), the Surviving Entity

shall succeed to, and be substituted for, and may exercise every right and

power of and shall assume all obligations of, such Issuer or such Restricted

Subsidiary, as the case may be, under this Indenture and the Securities or the

Guarantee, as the case may be, with the same effect as if such Surviving Entity

had been named as such Issuer, Guarantor or such Restricted Subsidiary, as the

case may be, herein, and thereafter, except in the case of a lease, the

predecessor Person shall be relieved of all obligations and covenants under

this Indenture and the Securities or the Guarantee, as the case may be.




 




ARTICLE SIX




 




DEFAULT AND REMEDIES




 




SECTION 6.01.                                    Events of Default.




 




An “Event of Default”

occurs if:




 




(1)           the Issuers fail to

pay the principal of any Security when the same becomes due and payable

(whether or not such payment is prohibited by Article Eight hereof or, with

respect to a payment on behalf of the Issuers by the Guarantors, Article

Twelve);




 




(2)           the Issuers fail to

pay any interest on any Security when the same becomes due and payable and the

Default continues for a period of 30 days (whether or not such payment is

prohibited by Article Eight hereof or, with respect to a payment on behalf of

the Issuers by the Guarantors, Article Twelve);




 




(3)           the Issuers default

in the payment of principal of and interest on Securities required to be

purchased pursuant to an Offer to Purchase as described under Section 4.05 and

Section 4.14 when due and payable (whether or not such payment is prohibited by

Article Eight hereof or, with respect to a payment on behalf of the Issuers by

the Guarantors, Article Twelve);




 




(4)           the Issuers fail to

perform or comply with any of the provisions of Section 5.01;




 




(5)           the Issuers fail to

perform any other covenant or agreement of the Issuers or any Guarantor under

this Indenture or the Securities, and the Default continues for the period and

after the notice specified in the last paragraph of this Section 6.01;




 




(6)           a default or

defaults under the terms of one or more instruments evidencing or securing

Indebtedness of the Company or any of its Subsidiaries having an outstanding

principal amount of $15.0 million or more individually or in the aggregate that

has resulted in the acceleration 




 




53





























 




of

the payment of such Indebtedness or an Issuer or any Subsidiary fails to pay

principal when due at the stated maturity of any such Indebtedness;




 




(7)           there shall have

been any final judgment or judgments (not subject to appeal) against the

Company or any of its Subsidiaries in an amount of $15.0 million or more which

remains undischarged or unstayed for a period of 60 days after the date on

which the right to appeal has expired;




 




(8)           the Company or any

Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:




 




(A)          commences a voluntary case or

proceeding,




 




(B)           consents to the entry of an order for

relief against it in an involuntary case or proceeding,




 




(C)           consents to the appointment of a

Custodian of it or for all or substantially all of its property, or




 




(D)          makes a general assignment for the

benefit of its creditors;




 




(9)           a court of competent

jurisdiction enters an order or decree under any Bankruptcy Law that:




 




(A)          is for relief against the Company or

any Significant Subsidiary in an involuntary case or proceeding,




 




(B)           appoints a Custodian of the Company

or any Significant Subsidiary or for all or substantially all of its property,

or




 




(C)           orders the liquidation of the Company

or any Significant Subsidiary,




 




and in each case the order

or decree remains unstayed and in effect for 60 days; provided, however,

that if the entry of such order or decree is appealed and dismissed on appeal

then the Event of Default hereunder by reason of the entry of such order or

decree shall be deemed to have been cured; or




 




(10)         the Guarantee of any

Guarantor that is a Significant Subsidiary ceases to be in full force and

effect or is declared null and void and unenforceable or found to be invalid or

any Guarantor that is a Significant Subsidiary denies its liability under the

Guarantee (other than by reason of a release of the Guarantor from the

Guarantee in accordance with the terms of the Guarantee and this Indenture).




 




The term “Custodian”

means any receiver, trustee, assignee, liquidator, sequestrator or similar official

under any Bankruptcy Law.




 




A Default under clause (5)

is not an Event of Default until the Trustee notifies any of the Issuers, or

the Holders of at least 25% in principal amount of the outstanding Securities

notify any of the Issuers and the Trustee, of the Default in writing and the

Issuers do not cure the Default within 30 days after receipt of the

notice.  The notice must specify the

Default, demand that it be remedied and state that the notice is a “Notice of

Default.” Such notice shall be given by the Trustee if so requested by the

Holders 




 




54





























 




of at least 25% in principal amount of the

Securities then outstanding.  When a

Default is cured, it ceases to exist.




 




SECTION 6.02.                                    Acceleration.




 




If an Event of Default

(other than an Event of Default specified in clause (8) or (9) of Section 6.01

with respect to an Issuer) occurs and is continuing, the Trustee or the Holders

of at least 25% in aggregate principal amount of the outstanding Securities by notice

in writing to any of the Issuers (and to the Trustee if given by the Holders)

may declare the unpaid principal of and accrued interest to the date of

acceleration on all the outstanding Securities to be due and payable effective

five days after receipt of notice thereof by the Agent under the Credit

Agreement and, upon any such declaration, such principal amount and accrued

interest shall become immediately due and payable.




 




If an Event of Default

specified in clause (8) or (9) of Section 6.01 with respect to an Issuer

occurs, all unpaid principal of and accrued interest on the outstanding

Securities shall ipso  facto become immediately due and payable

without any declaration or other act on the part of the Trustee or any Holder

thereof.




 




After a declaration of

acceleration, but before a judgment or decree for the money due in respect of

the Securities has been obtained, the Holders of not less than a majority in

aggregate principal amount of the Securities then outstanding by written notice

to the Trustee may rescind an acceleration and its consequences if all existing

Events of Default (other than the nonpayment of principal of and interest on

the Securities which has become due solely by virtue of such acceleration) have

been cured or waived, if the rescission would not conflict with any judgment or

decree and if all amounts then due under Section 7.07 hereof shall have been

paid.  No such rescission shall affect

any subsequent Default or impair any right consequent thereto.




 




SECTION 6.03.                                    Other Remedies.




 




If an Event of Default

occurs and is continuing, the Trustee may pursue any available remedy by

proceeding at law or in equity to collect the payment of principal of or

interest on the Securities or to enforce the performance of any provision of

the Securities or this Indenture.




 




The Trustee may maintain a

proceeding even if it does not possess any of the Securities or does not

produce any of them in the proceeding. 

A delay or omission by the Trustee or any Securityholder in exercising

any right or remedy maturing upon an Event of Default shall not impair the

right or remedy or constitute a waiver of or acquiescence in the Event of

Default.  No remedy is exclusive of any

other remedy.  All available remedies

are cumulative to the extent permitted by law.




 




SECTION 6.04.                                    Waiver of Past Default.




 




Subject to Sections 2.09,

6.07 and 10.02, prior to the declaration of acceleration of the Securities, the

Holders of not less than a majority in aggregate principal amount of the

outstanding Securities by written notice to the Trustee may waive an existing

Default or Event of Default and its consequences, except a Default in the

payment of principal of or interest on any Security as specified in clauses (1)

and (2) of Section 6.01 or a Default in respect of any term or provision of

this Indenture that may not be amended or modified without the consent of each

Holder affected as provided in Section 10.02. 

The Company shall deliver to the Trustee an Officers’ Certificate

stating that the requisite percentage of Holders have consented to such waiver

and attaching copies of such consents. 

In case of any such waiver, the Company, the Trustee and the Holders

shall be restored to their former positions and rights hereunder and under the

Securities, respectively.  This paragraph

of this Section 6.04 shall be in lieu of § 316(a)(l)(B) of the TIA and such §

316(a)(1)(B) of 




 




55





























 




the TIA is hereby expressly excluded from

this Indenture and the Securities, as permitted by the TIA.




 




Upon any such waiver, such

Default shall cease to exist and be deemed to have been cured and not to have

occurred, and any Event of Default arising therefrom shall be deemed to have

been cured and not to have occurred for every purpose of this Indenture and the

Securities, but no such waiver shall extend to any subsequent or other Default

or Event of Default or impair any right consequent thereon.




 




SECTION 6.05.                                    Control by Majority.




 




Subject to Section 2.09, the

Holders of a majority in principal amount of the outstanding Securities may

direct the time, method and place of conducting any proceeding for 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 may be unduly prejudicial to the rights of another Securityholder,

or that may involve the Trustee in personal liability; provided, however,

that the Trustee may take any other action deemed proper by the Trustee which

is not inconsistent with such direction. 

In the event the Trustee takes any action or follows any direction

pursuant to this Indenture, the Trustee shall be entitled to indemnification

satisfactory to it in its sole discretion against any loss, cost, expense or

liability caused by taking such action or following such direction.  This Section 6.05 shall be in lieu of §

316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly

excluded from this Indenture and the Securities, as permitted by the TIA.




 




SECTION 6.06.                                    Limitation on Suits.




 




A Securityholder may not

pursue any remedy with respect to this Indenture or the Securities unless:




 




(1)           the Holder gives to

the Trustee written notice of a continuing Event of Default;




 




(2)           the Holders of at

least 25% in aggregate principal amount of the outstanding Securities make a

written request to the Trustee to pursue a remedy;




 




(3)           such Holder or

Holders offer and, if requested, provide to the Trustee indemnity satisfactory

to the Trustee against any loss, liability or expense;




 




(4)           the Trustee does not

comply with the request within 60 days after receipt of the notice, request and

the offer and, if requested, the provision of indemnity; and




 




(5)           during such 60-day

period the Holders of a majority in principal amount of the outstanding

Securities (excluding the Company or Affiliates of the Company) do not give the

Trustee a direction which, in the opinion of the Trustee, is inconsistent with

the request.




 




A Securityholder may not use

this Indenture to prejudice the rights of another Securityholder or to obtain a

preference or priority over such other Securityholder.




 




SECTION 6.07.                                    Rights of Holders To Receive Payment.




 




Notwithstanding any other

provision of this Indenture, the right of any Holder to receive payment of

principal of and interest on the Security, on or after the respective due dates

expressed or provided




 




56





























 




for in the Security, 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 the Holder.




 




SECTION 6.08.                                    Collection Suit by Trustee.




 




If an Event of Default in

payment of interest or principal specified in Section 6.01(1), (2) or (3)

occurs and is continuing, the Trustee may recover judgment in its own name and

as trustee of an express trust against the Issuers or any other obligor on the

Securities for the whole amount of principal and accrued interest remaining

unpaid, together with interest overdue on principal and to the extent that

payment of such interest is lawful, interest on overdue installments of

interest, in each case at the rate per  annum borne by the

Securities and such further amount as shall be sufficient to cover the costs

and expenses of collection, including the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel.




 




SECTION 6.09.                                    Trustee May File Proofs of Claim.




 




The Trustee may 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 Securityholders allowed in any judicial

proceedings relative to any of the Issuers (or any other obligor upon the

Securities), its creditors or its property and shall be entitled and empowered

to collect and receive any monies or other property payable or deliverable on

any such claims and to distribute the same, and any Custodian in any such

judicial proceedings is hereby authorized by each Securityholder 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 Securityholders, to pay to the Trustee

any amount due to it for the reasonable compensation, expenses, disbursements

and advances of the Trustee, its agent and counsel, and any other amounts due

the Trustee under Section 7.07.  Nothing

herein contained shall be deemed to authorize the Trustee to authorize or

consent to or accept or adopt on behalf of any Securityholder any plan of

reorganization, arrangement, adjustment or composition affecting the Securities

or the rights of any Holder thereof, or to authorize the Trustee to vote in

respect of the claim of any Securityholder in any such proceeding.




 




SECTION 6.10.                                    Priorities.




 




If the Trustee collects any

money or property pursuant to this Article Six, it shall pay out the money or

property in the following order:




 




First:  to the Trustee for amounts due under Section

7.07;




 




Second:  to Holders for amounts due and unpaid on the

Securities for principal and interest, ratably, without preference or priority

of any kind, according to the amounts due and payable on the Securities for

principal and interest, respectively; and




 




Third:  to the Issuers.




 




The Trustee, upon prior

written notice to any of the Issuers, may fix a record date and payment date

for any payment to Securityholders 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 Trustee, a court in its

discretion may require 




 




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the filing by any party litigant in the suit

of an undertaking to pay the costs of the suit, and the court in its discretion

may assess reasonable costs, including reasonable attorneys’ fees, against any

party litigant in the suit, having due regard to the merits and good faith of

the claims or defenses made by the party litigant.  This Section 6.11 shall not apply to a suit by the Trustee, a

suit by a Holder or group of Holders of more than 10% in aggregate principal

amount of the outstanding Securities, or to any suit instituted by any Holder

for the enforcement or the payment of the principal or interest on any

Securities on or after the respective due dates expressed or provided for in

the Security.




 




ARTICLE SEVEN




 




TRUSTEE




 




SECTION 7.01.                                    Duties of Trustee.




 




(a)           If an Event of

Default has occurred and is continuing, the Trustee shall exercise such of the

rights and powers vested in it by this Indenture and use the same degree of

care and skill in their exercise as a prudent person would exercise or use

under the circumstances in the conduct of such person’s own affairs.




 




(b)           Except during the

continuance of an Event of Default:




 




(1)           The Trustee undertakes to perform

such duties and only such duties as are specifically set forth herein and no

implied covenants or obligations shall be read into this Indenture against the

Trustee; and




 




(2)           In the absence of bad faith on its

part, the Trustee may conclusively rely, as to the truth of the statements and

the correctness of the opinions expressed therein, upon certificates or

opinions 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 shall

not be relieved from liability for its own negligent action, its own negligent

failure to act, or its own willful misconduct, except that:




 




(1)           This paragraph does not limit the

effect of paragraph (b) of this Section 7.01;




 




(2)           The Trustee shall not be liable for

any error of judgment made in good faith by a Trust Officer, unless it is

proved that the Trustee was negligent in ascertaining the pertinent facts;




 




(3)           The Trustee shall not be liable with

respect to any action it takes or omits to take in good faith in accordance

with a direction received by it pursuant to Section 6.05; and




 




(4)           No provision of this Indenture shall

require the Trustee to expend or risk its own funds or otherwise incur any

financial liability in the performance of any of its duties hereunder or in the

exercise of any of its rights or powers, if it shall have reasonable grounds to

believe that repayment of such funds or adequate indemnity against such risk or

liability is not reasonably assured to it.




 




(d)           Every provision of

this Indenture that in any way relates to the Trustee is subject to paragraphs

(a), (b) and (c) of this Section 7.01.




 




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(e)           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.




 




(f)            Money held in trust

by the Trustee need not be segregated from other funds except to the extent

required by law.




 




(g)           Every provision of

this Indenture that in any way relates to the Trustee is subject to the

provisions of this Section 7.01 and to the provisions of the TIA.




 




(h)           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 Securityholders

pursuant to this Indenture, unless such Securityholders shall have offered to

the Trustee reasonable security or indemnity satisfactory to it against the

losses, costs, expenses and liabilities which might be incurred by it in compliance

with such request or direction.




 




SECTION 7.02.                                    Rights of Trustee.




 




Subject to Section 7.01:




 




(a)                 The Trustee

may rely on any document believed by it to be genuine and to have been signed

or presented by the proper person.  The

Trustee need not investigate any fact or matter stated in the document.




 




(b)                Before the

Trustee acts or refrains from acting, it may require an Officers’ Certificate

and an Opinion of Counsel.  The Trustee

shall not be liable for any action it takes or omits to take in good faith in

reliance on such certificate or opinion.




 




(c)                 The Trustee

may act through 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

which it reasonably believes to be authorized or within its rights or powers

provided that the Trustee’s conduct does not constitute willful misconduct or

negligence.




 




(e)                 The Trustee

shall not be charged with knowledge of any Default or Event of Default under

Sections 6.01(3), (4), (5), (6), (7) or (10) hereof, of the identity of any

Restricted or Significant Subsidiary, of the existence of any Change of Control

or Asset Disposition or an Event of Default caused by violation of Section 4.14(b)

hereof unless either (i) an officer of the Trustee assigned to its

Institutional Trust Services department shall have actual knowledge thereof, or

(ii) the Trustee shall have received notice thereof in accordance with Section

13.02 hereof from the Company or any Securityholder.




 




SECTION 7.03.                                    Individual Rights of Trustee.




 




The Trustee in its

individual or any other capacity may become the owner or pledgee of Securities

and may otherwise deal with the Issuers or their Affiliates with the same

rights it would have if it were not Trustee. 

Any Agent may do the same with like rights.  However, the Trustee is subject to Sections 7.10 and 7.11.




 




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SECTION 7.04.                                    Trustee’s Disclaimer.




 




The Trustee shall not be

responsible for and makes no representation as to the validity or adequacy of

this Indenture or the Securities, it shall not be accountable for the Issuers’

use of the proceeds from the Securities, and it shall not be responsible for

any statement of any Issuer or any Guarantor in this Indenture or any document

issued in connection with the sale of Securities or any statement in the

Securities or the Guarantee other than the Trustee’s certificate of

authentication.




 




SECTION 7.05.                                    Notice of Defaults.




 




If a Default or an Event of

Default occurs and is continuing and if it is known to the Trustee, the Trustee

shall mail to each Securityholder notice of the Default or Event of Default

within 60 days after the occurrence thereof.




 




SECTION 7.06.                                    Reports by Trustee to Holders.




 




If required by TIA § 313(a),

within 60 days after each May 15 beginning with the May 15 following the date

of this Indenture, the Trustee shall mail to each Securityholder a report dated

as of such May 15 that complies with TIA § 313(a).  The Trustee also shall comply with TIA § 313(b), (c) and (d).




 




A copy of each such report

at the time of its mailing to Securityholders shall be filed with the SEC and

each stock exchange, if any, on which the Securities are listed.




 




The Company shall promptly

notify the Trustee in writing if the Securities become listed on any stock

exchange or of any delisting thereof.




 




SECTION 7.07.                                    Compensation and Indemnity.




 




The Issuers shall pay to the

Trustee from time to time such compensation as the Issuers and the Trustee

shall from time to time agree in writing for its services.  The Trustee’s compensation shall not be

limited by any law on compensation of a trustee of an express trust.  The Issuers shall reimburse the Trustee upon

request for all reasonable disbursements, expenses and advances (including

fees, disbursements and expenses of its agents and counsel) incurred or made by

it in addition to the compensation for its services except any such

disbursements, expenses and advances as may be attributable to the Trustee’s

negligence or bad faith.  Such expenses

shall include the reasonable compensation, disbursements and expenses of the

Trustee’s agents, accountants, experts and counsel and any taxes or other

expenses incurred by a trust created pursuant to Section 9.01 hereof.




 




The Issuers shall indemnify

the Trustee for, and hold it harmless against any and all loss, damage, claims,

liability or expense, including taxes (other than franchise taxes imposed on

the Trustee and taxes based upon, measured by or determined by the income of

the Trustee), arising out of or in connection with the acceptance or

administration of the trust or trusts hereunder, including the costs and

expenses of defending itself against any claim or liability in connection with

the exercise or performance of any of its powers or duties hereunder, except to

the extent that such loss, damage, claim, liability or expense is due to its

own negligence or bad faith.  The

Trustee shall notify the Company promptly of any claim asserted against the Trustee

for which it may seek indemnity. 

However, the failure by the Trustee to so notify the Company shall not

relieve the Issuers of their obligations hereunder.  The Issuers shall defend the claim and the Trustee shall

cooperate in the defense (and may employ its own counsel) at the Issuers’

expense; provided, however, that the Issuers’ reimbursement

obligation with respect to counsel employed by the Trustee will be limited to

the reasonable fees of such counsel. 

The Issuers need not pay for any settlement made without their written

consent, which consent shall not be unreasonably withheld.




 




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The Issuers need not reimburse any expense or

indemnify against any loss or liability incurred by the Trustee as a result of

the violation of this indenture by the Trustee caused by the Trustee’s

negligence or willful misconduct.




 




To secure the Issuers’

payment obligations in this Section 7.07, the Trustee shall have a Lien prior

to the Securities against all money or property held or collected by the

Trustee, in its capacity as Trustee, except money or property held in trust to

pay principal of or interest on particular Securities.




 




When the Trustee incurs

expenses or renders services after an Event of Default specified in Section

6.01(8) or (9) occurs, the expenses (including the reasonable fees and expenses

of its agents and counsel) and the compensation for the services shall be

preferred over the status of the Holders in a proceeding under any Bankruptcy

Law and (without prejudice to any other rights available to the Trustee under

applicable law) are intended to constitute expenses of administration under any

Bankruptcy Law.  The Issuers’

obligations under this Section 7.07 and any claim arising hereunder shall survive

the resignation or removal of any Trustee, the termination of this Indenture,

the discharge of the Issuers’ obligations pursuant to Article Eight, with

respect to payment under this Section on behalf of the Issuers by the

Guarantor, the discharge of the Guarantor’s obligations under Article Twelve

and any rejection or termination under any Bankruptcy Law.




 




The obligations of the

Issuers under this Section 7.07 shall be joint and several.




 




SECTION 7.08.                                    Replacement of Trustee.




 




The Trustee may resign at

any time by so notifying any of the Issuers in writing.  The Holders of a majority in principal

amount of the outstanding Securities may remove the Trustee by so notifying the

Trustee and any of the Issuers in writing and may appoint a successor Trustee

with the Issuers’ consent.  The Issuers

may remove the Trustee if:




 




(1)           the Trustee fails to

comply with Section 7.10;




 




(2)           the Trustee is

adjudged a bankrupt or an insolvent under any Bankruptcy Law;




 




(3)           a custodian or other

public officer takes charge of the Trustee or its property; or




 




(4)           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

Trustee in such event being referred to herein as the retiring Trustee), the

Issuers 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 Securities may appoint a

successor Trustee to replace the successor Trustee appointed by the Issuers.




 




A successor Trustee shall

deliver a written acceptance of its appointment to the retiring Trustee and to

any of the Issuers.  As promptly as

practicable after that, the retiring Trustee shall transfer, after payment of

all sums then owing to the Trustee pursuant to Section 7.07, all property held

by it as Trustee to the successor Trustee, subject to the Lien provided in

Section 7.07, the resignation or removal of the retiring Trustee shall become

effective, and the successor Trustee shall have the rights, powers and duties

of the Trustee under this Indenture.  A

successor Trustee shall mail notice of its succession to each Securityholder.




 




61





























 




If a successor Trustee does

not take office within 30 days after the retiring Trustee resigns or is

removed, the retiring Trustee, the Issuers or the Holders of at least 10% in

principal amount of the outstanding Securities may petition any court of

competent jurisdiction for the appointment of a successor Trustee.




 




If the Trustee fails to

comply with Section 7.10, any Securityholder who has been a bona fide holder of

a Security for at least six months may petition any court of competent

jurisdiction for the removal of the Trustee and the appointment of a successor

Trustee.




 




Notwithstanding replacement

of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under

Section 7.07 shall continue for the benefit of the retiring Trustee.




 




SECTION 7.09.                                    Successor Trustee by Merger, etc.




 




If the Trustee consolidates

with, merges or converts into, or transfers all or substantially all of its

corporate trust business to, another corporation or banking association, the

resulting, surviving or transferee corporation or banking association without

any further act shall be the successor Trustee.




 




SECTION 7.10.                                    Eligibility; Disqualification.




 




This Indenture shall always

have a Trustee which shall be eligible to act as Trustee under TIA §§

310(a)(1), 310(a)(2) and 310(a)(5).  The

Trustee shall have a combined capital and surplus of at least $50,000,000 as

set forth in its most recent published annual report of condition.  If the Trustee has or shall acquire any

“conflicting interest” within the meaning of TIA § 310(b), the Trustee and the

issuers shall comply with the provisions of TIA § 310(b) (subject to the

penultimate paragraph thereof).  The

following indenture shall be excluded for purposes of the proviso to TIA §

310(b)(i):  the Indenture dated as of

September 15, 1996, among Euramax International plc, Euramax European Holding

plc and Euramax European Holdings, B.V., as issuers, Amerimax Holdings, Inc.,

as guarantor, and JPMorgan Chase Bank (formerly known as The Chase Manhattan

Bank), as trustee.  If at any time the

Trustee shall cease to be eligible in accordance with the provisions of this

Section, the Trustee shall resign immediately in the manner and with the effect

hereinbefore specified in this Article Seven.




 




SECTION 7.11.                                    Preferential Collection of Claims Against the

Issuers.




 




The Trustee shall comply

with 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 EIGHT




 




SUBORDINATION OF SECURITIES




 




SECTION 8.01.                                    Securities Subordinated to Senior Debt.




 




Each Issuer covenants and

agrees, and the Trustee and each Holder of the Securities by his acceptance

thereof likewise covenant and agree, that the Securities shall be subject to

the provisions of this Article and that the payment of the principal of,

premium, if any, and interest on the Securities and all Obligations under this

Indenture to the Securityholders and the payment of any claims to the

Securityholders are subordinated in right of payment, to the extent and in the

manner provided hereunder, to the prior payment in full of all Senior Debt, and

that the subordination is for the benefit of the holders of Senior 




 




62





























 




Debt and they and/or each of them may enforce

such subordination.  For the purposes of

this Article Eight, no Senior Debt shall be deemed to have been paid in full

unless the holders or owners thereof have received payment in full in cash; a

distribution may consist of cash, securities or other property, by set-off, by

way of collateral or otherwise; any payment or distribution includes any

payment or distribution which may be payable or deliverable by reason of the

payment of any other Indebtedness of any Issuer or any Subsidiary thereof that

is subordinated to the Securities or Claims; and a payment or distribution on

account of any Obligations with respect to the Securities shall include any

redemption, purchase or other acquisition of the Securities, whether pursuant

to an Offer to Purchase or otherwise. 

References in this Article Eight to Senior Debt mean Senior Debt of the

Issuers.




 




The Securities are not

senior or superior in right of payment to, and rank pari passu with, the 1996 Notes.




 




SECTION 8.02.                                    No Payment on Securities in Certain

Circumstances.




 




(a)           No direct or

indirect payment or distribution by or on behalf of the Issuers or their

Subsidiaries of principal of, premium, if any, or interest on, or other

Obligations in respect of, the Securities, whether pursuant to the terms of the

Securities, upon acceleration or otherwise, or on account of any Claim shall be

made and the Holders and the Trustee shall not receive, directly or indirectly,

any such payment or distribution if, at the time of such payment, there exists

a default in the payment of all or any portion of the obligations on any

Designated Senior Debt, whether at maturity, on account of mandatory redemption

or prepayment, acceleration or otherwise (and the Trustee has received written

notice thereof pursuant to Section 8.06 hereof), and such default shall not

have been cured or waived or the benefits of this sentence waived by or on

behalf of the holders of such Designated Senior Debt.  In addition, during the continuance of any non-payment default or

non-payment event of default with respect to any Designated Senior Debt

pursuant to which the maturity thereof may be accelerated, and upon receipt by

the Trustee of written notice pursuant to Section 8.06 hereof (a “Payment

Blockage Notice”) from a holder or holders of such Designated Senior Debt

or the trustee or agent acting on behalf of such Designated Senior Debt, then,

unless and until such default or event of default has been cured or waived or

has ceased to exist or such Designated Senior Debt has been discharged or

repaid in full, no direct or indirect payment or distribution shall be made by

or on behalf of the Issuers or their Subsidiaries on account of or with respect

to the Securities or on account of any Claim or Obligation with respect to the

Securities, except from those funds held in trust by the Trustee or any Paying

Agent for the benefit of the Holders of any Securities, to such Holders, during

a period (a “Payment Blockage Period”) commencing on the date of receipt

of such Payment Blockage Notice by the Trustee and ending 179 days thereafter.




 




Notwithstanding anything

herein or in the Securities to the contrary, (x) in no event shall a Payment

Blockage Period extend beyond 179 days from the date the Payment Blockage

Notice in respect thereof was given and (y) there must be 180 days in any 360

day period during which no Payment Blockage Period is in effect.  Not more than one Payment Blockage Period

may be commenced with respect to the Securities during any period of 360

consecutive days.  No default or event

of default that existed or was continuing on the date of commencement of any

Payment Blockage Period with respect to the Designated Senior Debt initiating

such Payment Blockage Period may be, or be made, to the extent the holders of

such Designated Senior Debt had knowledge of the same, the basis for the

commencement of any other Payment Blockage Period by the holder or holders of

such Designated Senior Debt or the trustee or agent acting on behalf of such

Designated Senior Debt, whether or not within a period of 360 consecutive days,

unless such default or event of default has been cured or waived for a period

of not less than 90 consecutive days.




 




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(b)           In the event that,

notwithstanding the foregoing, any payment shall be received by the Trustee,

any Paying Agent or any Holder when such payment is prohibited by Section

8.02(a), such payment shall be held in trust for the benefit of, and shall, to

the extent that, upon notice from the Trustee to the holders of Designated Senior

Debt that such prohibited payment has been made (which notice the Trustee

hereby agrees to forthwith send, provided that the Trustee has received notice

of such prohibition under Section 8.06), the holders of the Designated Senior

Debt (or their representative or representatives or a trustee) notify the

Trustee in writing of the amounts then due and owing on such Senior Debt, if

any, the amounts specified in such notice to the Trustee shall be paid over or

delivered (in the same form as received, with any necessary endorsement) to,

such holders of Senior Debt as their interests may appear, or their agent,

representative or the trustee for application (in the case of cash) to, or as

collateral (in the case of non-cash property or securities) for the payment or

prepayment of all Obligations with respect to such Senior Debt remaining unpaid

to the extent necessary to pay such Obligations in full in accordance with

their terms.




 




SECTION 8.03.                                    Payment Over of Proceeds upon Dissolution,

etc.




 




(a)           Upon any payment or

distribution of assets or securities of any Issuer or any of its Subsidiaries

of any kind or character, whether in cash, property or securities, upon any

dissolution or winding-up or total or partial liquidation or reorganization of

such Issuer or Subsidiary, whether voluntary or involuntary or in bankruptcy,

insolvency, receivership or other proceedings relating to any Issuer or its

Subsidiaries or their respective property or in an assignment for the benefit

of creditors, or an arrangement, adjustment, composition or relief of any

Issuer or any of its Subsidiaries or their respective debts or any marshalling

of the assets and liabilities of any Issuer or any of its Subsidiaries, all

amounts due or to become due with respect to Senior Debt (including any

interest accruing subsequent to the commencement of any such proceeding at the

rate specified in the applicable Senior Debt) shall be first paid in full, or

payment provided for, before the Holders of the Securities or the Trustee on

behalf of such Holders shall be entitled to receive any payment or distribution

on account of the principal of, premium, if any, or interest on the Securities,

or any payment to acquire any of the Securities for cash, property or

securities, or any distribution with respect to the Securities of any cash,

property or securities or any distribution with respect to the Securities of

any cash, property or securities or payment of any Claims or of any other

Obligations with respect to the Securities. 

Before any payment may be made by, or on behalf of, an Issuer of the

principal of, premium, if any, or interest on the Securities upon any such

dissolution or winding-up or liquidation or reorganization, any payment or

distribution of assets or securities of such Issuer of any kind or character,

whether in cash, property or securities, to which the Holders of the Securities

or the Trustee on their behalf would be entitled, but for the subordination

provisions of this indenture, shall be made by such Issuer or by any receiver,

trustee in bankruptcy, liquidating trustee, agent or other Person making such

payment or distribution, directly to the holders of Senior Debt of such Issuer

(pro rata to such holders on the basis of the respective amounts of

Senior Debt held by such holders) or their representatives or to the agent or

to the trustee or trustees under any indenture pursuant to which any such

Senior Debt may have been issued, as their respective interests may appear, to

the extent necessary to pay all such Senior Debt in full after giving effect to

any concurrent payment, distribution or provision therefor to or for the

holders of such Senior Debt.




 




(b)           In the event that,

notwithstanding the foregoing provision prohibiting such payment or

distribution, any payment or distribution of assets or securities of an Issuer

or any of its Subsidiaries of any kind or character, whether in cash, property

or securities, shall be received by the Trustee, any Paying Agent or any Holder

of Securities at a time when such payment or distribution is prohibited by

Section 8.03(a) and before all obligations in respect of Senior Debt are paid

in full, or payment provided for, such payment or distribution shall be

received and held in trust for the benefit of, and shall be paid over or

delivered (in the same form as received, with any necessary endorsements)




 




64





























 




to, the holders of Senior

Debt (pro rata to such holders on the basis of the respective amounts of

Senior Debt held by such holders) or their respective representatives, or to

the trustee or trustees under any indenture pursuant to which any of such

Senior Debt may have been issued, as their respective interests may appear, for

application to the payment of all Obligations with respect to Senior Debt

remaining unpaid to the extent necessary to pay such Obligations in full in

accordance with their terms until all such Senior Debt has been paid in full

after giving effect to any concurrent payment, distribution or provision

therefor to or for the holders of such Senior Debt.




 




(c)           For purposes of this

Section, the words “cash, property or securities” shall not be deemed to

include, so long as the effect of these clauses (x) and (y) is not to cause the

Securities to be treated in any case or proceeding or similar event described

in this Section as part of the same class of claims as the Senior Debt or any

class of claims on a parity with or senior to the Senior Debt for any payment

or distribution, (x) any payment or distribution of securities of an Issuer or

any other corporation authorized by an order or decree giving effect, and

stating in such order or decree that effect is given, to the subordination of

the Securities to the Senior Debt, and made by a court of competent

jurisdiction in a reorganization proceeding under any applicable bankruptcy,

insolvency or other similar law, or (y) securities of an Issuer or any other

corporation provided for by a plan of reorganization or readjustment which are

subordinated, to at least the same extent as the Securities, to the payment of

all Senior Debt then outstanding and, in the case of either clause (x) or (y),

all terms of such securities are satisfactory to the Agent under the Credit

Agreement and such plan of reorganization has been approved by the Agent under

the Credit Agreement (the securities described in clauses (x) and (y) being

hereinafter referred to as “Subordinated Reorganization Securities”); provided,

however, that (i) if a new corporation results from such reorganization

or readjustment, such corporation assumes the Senior Debt and (ii) the rights

of the holders of the Senior Debt are not, without the consent of such holders

of the Senior Debt, altered by such reorganization or readjustment.




 




The consolidation of an

Issuer or a Restricted Subsidiary with, or the merger of an Issuer or a

Restricted Subsidiary with or into, another corporation or the liquidation or

dissolution of an Issuer or a Restricted Subsidiary following the conveyance or

transfer of its property as an entirety, or substantially as an entirety, to

another corporation upon the terms and conditions provided in Article Five

shall not be deemed a dissolution, winding-up, liquidation or reorganization

for the purposes of this Section if such other corporation shall, as a part of

such consolidation, merger, conveyance or transfer, comply with the conditions

stated in Article Five.




 




SECTION 8.04.                                    Subrogation.




 




Upon the payment in full of

all Senior Debt, or provision for payment, the Holders of the Securities shall

be subrogated to the rights of the holders of Senior Debt to receive payments

or distributions of cash, property or securities of an Issuer or any Subsidiary

made on such Senior Debt until the principal of and interest on the Securities

shall be paid in full; and, for the purposes of such subrogation, no payments

or distributions to the holders of the Senior Debt of any cash, property or

securities to which the Holders of the Securities or the Trustee on their

behalf would be entitled except for the provisions of this Article, and no

payment over pursuant to the provisions of this Article to the holders of

Senior Debt by Holders of the Securities or the Trustee on their behalf shall,

as between an Issuer, its creditors other than holders of Senior Debt, and the

Holders of the Securities, be deemed to be a payment by such Issuer to or on

account of Senior Debt.  It is

understood that the provisions of this Article are and are intended solely for

the purpose of defining the relative rights of the Holders of the Securities,

on the one hand, and the holders of the Senior Debt, on the other hand.




 




If any payment or

distribution to which the Holders of the Securities would otherwise have been

entitled but for the provisions of this Article shall have been applied,

pursuant to the provisions 




 




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of this Article, to the payment of all

amounts payable under Senior Debt, then and in such case, the Holders of the

Securities shall be entitled to receive from the holders of such Senior Debt

any payments or distributions received by such holders of Senior Debt in excess

of the amount required to make payment in full, or provision for payment, of

such Senior Debt.




 




SECTION 8.05.                                    Obligations of Issuers Unconditional.




 




Nothing contained in this

Article or elsewhere in this Indenture or in the Securities is intended to or

shall impair, as among the Issuers and the Holders of the Securities, the

obligation of the Issuers, which is absolute and unconditional, to pay to the

Holders of the Securities the principal of and interest on the Securities as

and when the same shall become due and payable in accordance with their terms,

or is intended to or shall affect the relative rights of the Holders of the

Securities and creditors of the Issuers other than the holders of the Senior

Debt, nor shall anything herein or therein prevent the Holder of any Security

or the Trustee on their behalf from exercising all remedies otherwise permitted

by applicable law upon default under this Indenture, subject to the rights, if

any, under this Article of the holders of the Senior Debt in respect of cash,

property or securities of an Issuer or a Subsidiary received upon the exercise

of any such remedy.




 




Without limiting the

generality of the foregoing, nothing contained in this Article shall restrict

the right of the Trustee or the Holders of Securities to take any action to

declare the Securities to be due and payable prior to their stated maturity

pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided,

however, that all Senior Debt then due and payable shall first be paid

in full before the Holders of the Securities or the Trustee are entitled to

receive any direct or indirect payment from an Issuer of principal of or

interest on the Securities.




 




SECTION 8.06.                                    Notice to Trustee.




 




The Company shall give

prompt written notice to the Trustee of any fact known to the Company which

would prohibit the making of any payment to or by the Trustee in respect of the

Securities pursuant to the provisions of this Article.  The Trustee shall not be charged with

knowledge of the existence of any default or event of default with respect to

any Senior Debt or of any other facts which would prohibit the making of any

payment to or by the Trustee unless and until the Trustee shall have received

notice in writing at its Corporate Trust Office to that effect signed by an

Officer of the Company, or by a holder of Senior Debt or trustee or agent

therefor; and prior to the receipt of any such written notice, the Trustee

shall, subject to Article Seven, be entitled to assume that no such facts

exist; provided that if the Trustee shall not have received the notice

provided for in this Section at least two Business Days prior to the date upon

which by the terms of this Indenture any moneys shall become payable for any

purpose (including, without limitation, the payment of the principal of or

interest on any Security), then, regardless of anything herein to the contrary,

the Trustee shall have full power and authority to receive any moneys from the

Issuers and to apply the same to the purpose for which they were received, and

shall not be affected by any notice to the contrary which may be received by it

on or after such prior date.  Nothing

contained in this Section 8.06 shall limit the right of the holders of Senior

Debt to recover payments as contemplated by Sections 8.02 and 8.03.  The Trustee shall be entitled to rely on the

delivery to it of a written notice by a Person representing himself or itself

to be a holder of any Senior Debt (or a trustee on behalf of, or other

representative of, such holder) to establish that such notice has been given by

a holder of such Senior Debt or a trustee or representative on behalf of any

such holder.




 




In the event that the

Trustee determines in good faith that any evidence is required with respect to

the right of any Person as a holder of Senior Debt to participate in any

payment or distribution pursuant to this Article, the Trustee may request such

Person to furnish evidence to the reasonable satisfaction of the Trustee as to

the amount of Senior Debt held by such Person, the extent to which such Person 




 




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is entitled to participate in such payment or

distribution and any other facts pertinent to the rights of such Person under

this Article, and if such evidence is not furnished, the Trustee may defer any

payment to such Person pending judicial determination as to the right of such

Person to receive such payment.




 




SECTION 8.07.                                    Reliance on Judicial Order or Certificate of

Liquidating Agent.




 




Whenever a distribution is

to be made or a notice is to be given to holders of Senior Debt, the

distribution may be made and the notice may be given to the trustee or any

agent or representative for such Senior Debt. 

Upon any payment or distribution of assets or securities referred to in

this Article, the Trustee and the Holders of the Securities shall be entitled

to rely upon any order or decree made by any court of competent jurisdiction in

which bankruptcy, dissolution, winding-up, liquidation or reorganization

proceedings are pending, or upon a certificate of the receiver, trustee in

bankruptcy, liquidating trustee, agent or other Person making such payment or

distribution, delivered to the Trustee or to the Holders of the Securities for

the purpose of ascertaining the Persons entitled to participate in such

distribution, the holders of the Senior Debt and other indebtedness of the

Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed

thereon and all other facts pertinent thereto or to this Article.




 




SECTION 8.08.                                    Trustee’s Relation to Senior Debt.




 




The Trustee and any Paying

Agent shall be entitled to all the rights set forth in this Article with

respect to any Senior Debt which may at any time be held by it in its

individual or any other capacity to the same extent as any other holder of

Senior Debt, and nothing in this Indenture shall deprive the Trustee or any

Paying Agent of any of its rights as such holder.




 




With respect to the holders

of Senior Debt, the Trustee undertakes to perform or to observe only such of

its covenants and obligations as are specifically set forth in this Article,

and no implied covenants or obligations with respect to the holders of Senior

Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any

fiduciary duty to the holders of Senior Debt (except with respect to funds held

in trust as provided in sections 8.02 and 8.03(b)).




 




SECTION

8.09.                                   Subordination Rights Not Impaired by Acts or

Omissions of the Issuers or Holders of Senior Debt.




 




No right of any present or

future holders of any Senior Debt to enforce subordination as provided herein

shall at any time in any way be prejudiced or impaired by any act or failure to

act on the part of any Issuer or by any act or failure to act, in good faith,

by any such holder, or by any noncompliance by any Issuer, the Trustee, any

Paying Agent or any registrar with the terms and provisions and covenants of

this Indenture, regardless of any knowledge thereof which any such holder may

have or otherwise be charged with.  The

provisions of this Article are intended to be for the benefit of, and shall be

enforceable directly by, the holders of Senior Debt.




 




All rights and interests

under this Indenture of the Agent under the Credit Agreement and the other

holders of Senior Debt, and all agreements and obligations of the Trustee, the

Holders of Securities and the Issuers under this Article Eight shall remain in

full force and effect irrespective of any lack of validity or enforceability of

the Credit Agreement, any promissory notes evidencing the Indebtedness

thereunder, or any other agreement or instrument relating thereto or to any

other Senior Debt, including, without limitation, any agreement referred to in

the definition of Credit Agreement.




 




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The provisions set forth in

this Article Eight constitute a continuing agreement and shall (i) be and

remain in full force and effect until payment in full of all Indebtedness under

the Credit Agreement and at such time when no bank shall have any obligations

to make advances under the Credit Agreement, (ii) be binding upon the Trustee,

the Holders of Securities and the Issuers, and their respective successors,

transferees and assigns, and (iii) inure to the benefit of, and be enforceable

directly by, each of the holders of Senior Debt and their respective

successors, transferees and assigns.




 




The Agent under the Credit

Agreement is hereby authorized to demand specific performance of the provisions

of this Article Eight, whether or not any Issuer shall have complied with any

of the provisions in this Article Eight, at any time when the Trustee or any

Holder of Securities shall have failed to comply with any of these

provisions.  The Trustee and the Holders

of Securities hereby irrevocably waive any defense based on the adequacy of a

remedy at law that might be asserted as a bar to such remedy of specific

performance.




 




SECTION 8.10.                                    Securityholders Authorize Trustee To

Effectuate Subordination of Securities. 




 




Each Holder of Securities by

his acceptance of such Securities authorizes and expressly directs the Trustee

on his behalf to take such action as may be necessary or appropriate to effectuate

the subordination provided in this Article, and appoints the Trustee his

attorney-in-fact for such purposes, including in the event of any proceeding

for the dissolution, winding up, liquidation or reorganization of an Issuer or

a Subsidiary (whether in bankruptcy, insolvency, receivership, reorganization

or similar proceedings or upon an assignment for the benefit of creditors or

otherwise) or tending towards liquidation of the business and assets of such

Issuer or such Subsidiary, the filing of a claim for the unpaid balance of its

or his Securities in the form required in those proceedings.




 




SECTION 8.11.                                    This Article Not To Prevent Events of Default.




 




The failure to make a

payment on account of principal of or interest on the Securities by reason of

any provision of this Article shall not be construed as preventing the

occurrence of an Event of Default specified in clause (1), (2) or (3) of

Section 6.01.




 




SECTION 8.12.                                    Trustee’s Compensation Not Prejudiced.




 




Nothing in this Article

shall apply to amounts due to the Trustee pursuant to other sections in this

Indenture, including Section 7.07 hereof.




 




SECTION 8.13.                                    No Waiver of Subordination Provisions.




 




Without in any way limiting

the generality of Section 8.09, the holders or owners of Senior Debt may, at

any time and from time to time, without the consent of or notice to the Trustee

or the Holders of the Securities, without incurring responsibility to the

Holders of the Securities and without impairing or releasing the subordination

provided in this Article or the obligations hereunder of the Holders of the

Securities to the holders of Senior Debt, do any one or more of the following:

(a) change the manner, place or terms of payment or extend the time of payment

of, or renew or alter, all or any of the Senior Debt (including any change in

the rate of interest thereon), or otherwise amend or supplement in any manner,

or grant any waiver or release with respect to, Senior Debt or any instrument

evidencing the same or any agreement under which Senior Debt is outstanding or

secured; (b) sell, exchange, release, not perfect or otherwise deal with any

property at any time pledged, assigned, mortgaged to secure, or otherwise

securing Senior Debt, or amend, or grant any waiver or release with respect to,

or consent to any departure from, any guarantee for all or any of the Senior

Debt; (c) release any Person liable in any manner 




 




68





























 




under or in respect of Senior Debt; (d)

exercise or refrain from exercising any rights against, and release from

obligations of any type, any issuer and any other Person; and (e) apply any

sums from time to time received to the Senior Debt.




 




SECTION 8.14.                                   Subordination Provisions Not Applicable to

Money Held in Trust for Securityholders;  Payments May Be Paid Prior to Dissolution.




 




All money and United States

Government Obligations deposited in trust with the Trustee pursuant to and in

accordance with Article Nine shall be for the sole benefit of the Holders and

shall not be subject to this Article Eight.




 




Nothing contained in this

Article or elsewhere in this Indenture shall prevent (i) an Issuer, except

under the conditions described in Section 8.02 and Section 8.03, from making

payments of principal of and interest on the Securities (except for monies held

in trust pursuant to Article Nine hereof), or from depositing with the Trustee

any moneys for such payments or from effecting a termination of the Issuers’

and the Guarantor’s obligations under the Securities and the Indenture as

provided in Article Nine, or (ii) the application by the Trustee of any moneys

deposited with it for the purpose of making such payments of principal of and

interest on the Securities, to the holders entitled thereto unless (except for

monies held in trust pursuant to Article Nine hereof) at least two Business

Days prior to the date upon which such payment becomes due and payable, the

Trustee shall have received the written notice provided for in Section 8.02(b)

or in Section 8.06.  The Company shall

give prompt written notice to the Trustee of any dissolution, winding-up,

liquidation or reorganization of any Issuer or Subsidiary.




 




SECTION 8.15.                                    Acceleration of Securities.




 




If payment of the Securities

is accelerated because of an Event of Default, the Company shall promptly

notify holders of the Senior Debt of the acceleration.




 




SECTION 8.16.                                    Miscellaneous.




 




The agreement contained in

this Article Eight shall continue to be effective or reinstated, as the case

may be, if at any time any payment of any of the Senior Debt is rescinded or

must otherwise be returned by any holder of Senior Debt upon the insolvency,

bankruptcy or reorganization of any Issuer or any of its Subsidiaries or

otherwise, all as though such payment had not been made.




 




Unless and until written

notice shall be given by the Issuers and the Agent under the Credit Agreement

to the Trustee at its Corporate Trust Office notifying the Trustee that

Indebtedness is no longer outstanding under the Credit Agreement, the Trustee

shall assume that such indebtedness is outstanding.  The Issuers agree to give, and to cause the Agent under the

Credit Agreement to give, such notice to the Trustee promptly after the first

date on which no such Indebtedness shall be outstanding under the Credit

Agreement.  For purposes of the

Indenture, Indebtedness shall be outstanding under the Credit Agreement

whenever either (i) such Indebtedness shall not have been paid in full or (ii)

commitments to lend under the Credit Agreement shall not have expired or been

cancelled or terminated.




 




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ARTICLE NINE




 




DISCHARGE OF INDENTURE




 




SECTION 9.01.                                    Termination of Issuers’ Obligations.




 




Subject to the provisions of

Article Eight, the Company may terminate its substantive obligations and the

substantive obligations of the other Issuer and the Guarantors in respect of

the Securities by delivering all outstanding Securities to the Trustee for

cancellation and paying all sums payable by the Issuers on account of principal

of, premium, if any, and interest on all Securities.  In addition to the foregoing, subject to the provisions of

Article Eight with respect to the creation of the defeasance trust provided for

in the following clause (i), the Company may, provided that no Default or Event

of Default has occurred and is continuing or would arise therefrom (or, with

respect to a Default or Event of Default specified in Section 6.01(8) or (9),

any time on or prior to the 91st calendar day after the date of such deposit

(it being understood that this condition shall not be deemed satisfied until

after such 91st day)) and provided that no default under any Senior Debt would

result therefrom and, so long as any Obligations or commitments under the

Credit Agreement shall be outstanding, the Agent under the Credit Agreement

shall have consented thereto in writing, terminate its substantive obligations

and the substantive obligations of the other Issuers and the Guarantors in

respect of the Securities (except for the Issuers’ obligations to pay the

principal of (and premium, if any, on) and interest on the Securities and the

Guarantors’ Guarantee thereof) by (i) depositing with the Trustee, under the

terms of an irrevocable trust agreement, money which is sufficient or direct

non-callable obligations of the United States of America for the payment of

which the full faith and credit of the United States is pledged (“United

States Government Obligations”) the principal of and interest on which is

sufficient (without reinvestment), or a combination thereof sufficient, in the

written opinion of a firm of nationally recognized certified public accountants

delivered to the Trustee, to pay all remaining indebtedness on the Securities,

(ii) delivering to the Trustee an Opinion of Counsel to the effect that the

Holders of the Securities will not recognize income, gain or loss for federal

income tax purposes as a result of such deposit and termination of obligations,

(iii) delivering to the Trustee an Opinion of Counsel to the effect that the

Company’s exercise of its option under this paragraph will not result in any of

the Issuers, the Trustee or the trust created by the Company’s deposit of funds

pursuant to this provision becoming or being deemed to be an “investment

company” under the Investment Company Act of 1940, as amended, and (iv)

delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel

each stating that there has been compliance with all conditions precedent

provided for herein.  In addition,

subject to the provisions of Article Eight with respect to the creation of the

defeasance trust provided for in the following clause (i), the Company may,

provided that no Default or Event of Default has occurred and is continuing or

would arise therefrom (or, with respect to a Default or Event of Default

specified in Section 6.01(8) or (9), any time on or prior to the 91st calendar

day after the date of such deposit (it being understood that this condition

shall not be deemed satisfied until after such 91st day)) and provided that no

default under any Senior Debt would arise therefrom and, so long as any

Obligations or commitments under the Credit Agreement shall be outstanding, the

Agent under the Credit Agreement shall have consented thereto in writing,

terminate all of its substantive obligations and all of the substantive

obligations of the other Issuers and the Guarantors in respect of the

Securities (including the Issuers’ obligations to pay the principal of (and

premium, if any, on) and interest on the Securities and the Guarantors’ Guarantee

thereof) by (i) depositing with the Trustee, under the terms of an irrevocable

trust agreement, money which is sufficient or United States Government

Obligations the principal of and interest on which is sufficient (without

reinvestment), or a combination thereof sufficient, in the written opinion of a

firm of nationally recognized certified public accountants delivered to the

Trustee, to pay all remaining indebtedness on the Securities, (ii) delivering

to the Trustee either a ruling directed to the Trustee from the Internal

Revenue Service to the effect that the Holders of the Securities will not

recognize income, gain or loss for federal income tax purposes as a result of

such deposit and termination of obligations or an opinion of Counsel addressed to

the Trustee based upon such a ruling or a change 




 




70





























 




in the applicable Federal tax law since the

date of this Indenture to such effect, (iii) delivering to the Trustee an

opinion of Counsel to the effect that the Company’s exercise of its option

under this paragraph will not result in any of the Issuers, the Trustee or the

trust created by the Issuers’ deposit of funds pursuant to this provision

becoming or being deemed to be an “investment company” under the Investment

Company Act of 1940, as amended, and (iv) delivering to the Trustee an

Officers’ Certificate and an Opinion of Counsel each stating that there has

been compliance with all conditions precedent provided for herein.




 




Notwithstanding the foregoing

paragraph, the Issuers’ obligations in Sections 2.03, 2.05, 2.06, 2.07, 4.01

(but not with respect to termination of substantive obligations pursuant to the

third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04

shall survive until the Securities are no longer outstanding.  Thereafter the Issuers’ obligations in

Sections 7.07, 9.03 and 9.04 shall survive.




 




After such delivery or

irrevocable deposit and delivery of an Officers’ Certificate and Opinion of

Counsel, the Trustee upon a Company Request shall acknowledge in writing the

discharge of the Issuers’ and the Guarantors’ obligations under the Securities,

the Guarantees and this Indenture except for those surviving obligations

specified above.




 




SECTION 9.02.                                    Application of Trust Money.




 




The Trustee shall hold in

trust money or United States Government Obligations deposited with it pursuant

to Section 9.01, and shall apply the deposited money and the money from United

States Government Obligations in accordance with this Indenture solely to the

payment of principal of and interest on the Securities.




 




SECTION 9.03.                                    Repayment to Issuers.




 




Subject to Sections 7.07 and

9.01, the Trustee shall promptly pay to the Issuers upon written request any

excess money held by it at any time. 

The Trustee shall pay to the Issuers upon written request any money held

by it for the payment of principal or interest that remains unclaimed for two

years; provided, however, that the Trustee before being required

to make any payment may at the expense of the Issuers cause to be published

once in a newspaper of general circulation in The City of New York or mail to

each Holder entitled to such money notice that such money remains unclaimed and

that, after a date specified therein which shall be at least 30 days from the

date of such publication or mailing, any unclaimed balance of such money then

remaining shall be repaid to the Issuers. 

After payment to the Issuers, Securityholders entitled to money must

look to the Issuers for payment as general creditors unless an applicable

abandoned property law designates another person and all liability of the

Trustee or Paying Agent with respect to such money shall thereupon cease.




 




SECTION 9.04.                                    Reinstatement.




 




If the Trustee is unable to

apply any money or United States Government obligations in accordance with

Section 9.02 by reason of any legal proceeding or by reason of any order or

judgment of any court or governmental authority enjoining, restraining or

otherwise prohibiting such application, the Issuers’ and the Guarantors’

obligations under this indenture and the Securities shall be revived and

reinstated as though no deposit had occurred pursuant to Section 9.01 until

such time as the Trustee is permitted to apply all such money or United States

Government Obligations in accordance with Section 9.02; provided, however, that

if the Issuers have made any payment of interest on or principal of any

Securities because of the reinstatement of their obligations, the Issuers shall

be subrogated to the rights of the Holders of such Securities to receive such

payment from the money or United States Government Obligations held by the

Trustee.




 




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ARTICLE TEN




 




AMENDMENTS, SUPPLEMENTS AND WAIVERS




 




SECTION 10.01.                              Without Consent of Holders.




 




The Issuers and the

Guarantors, when authorized by a resolution of their respective Boards of

Directors, and the Trustee may amend or supplement this Indenture or the

Securities without notice to-or consent of any Securityholder:




 




(i)            to cure any

ambiguity, defect or inconsistency; provided, however, that such

amendment or supplement does not adversely affect the rights of any Holder;




 




(ii)           to effect the

assumption by a successor Person of all obligations of the Issuers under the

Securities and this Indenture in connection with any transaction complying with

Article Five of this Indenture;




 




(iii)          to provide for

uncertificated Securities in addition to or in place of certificated

Securities;




 




(iv)          to comply with any

requirements of the SEC in order to effect or maintain the qualification of

this indenture under the TIA;




 




(v)           to make any change

that would provide any additional benefit or rights to the Holders;




 




(vi)          to make any other

change that does not adversely affect the rights of any Holder under this

Indenture;




 




(vii)         to evidence the

succession of another Person to any Guarantor and the assumption by any such

successor of the covenants of such Guarantor herein and in the Guarantee in

accordance with Article Five hereof;




 




(viii)        to add to the covenants

of the Issuers or any Guarantor for the benefit of the Holders, or to surrender

any right or power herein conferred upon the Issuers or any Guarantor;




 




(ix)           to secure the

Securities pursuant to the requirements of Section 4.18 or otherwise; or




 




(x)            to reflect the

release of any Guarantor from its obligations with respect to its Guarantee in

accordance with the provisions of Section 11.03;




 




provided, however, that the Company has

delivered to the Trustee an opinion of Counsel stating that such amendment or

supplement complies with the provisions of this Section 10.01.




 




SECTION 10.02.                              With Consent of Holders.




 




Subject to Section 6.07, the

Issuers and the Guarantors, when authorized by a resolution of their respective

Boards of Directors, and the Trustee may amend or supplement this Indenture or

the Securities with the written consent of the Holders of at least a majority

in aggregate principal amount of the outstanding Securities.  Subject to Section 6.07, the Holders of a

majority in principal amount of the 




 




72





























 




outstanding Securities may waive compliance

by the Issuers or the Guarantors with any provision of this Indenture or the

Securities.  However, without the

consent of each Securityholder affected, an amendment, supplement or waiver,

including a waiver pursuant to Section 6.04, may not:




 




(1)           change the Stated

Maturity of the principal of or any installment of interest on any Security or

alter the optional redemption or repurchase provisions of any Security or this

Indenture in a manner adverse to the holders of the Securities (excluding

modifications governed by clause (10) below):




 




(2)           reduce the principal

amount (or the premium) of any Security;




 




(3)           reduce the rate or

extend the time for payment of interest on any Security;




 




(4)           change the place or

currency of payment of principal of (or premium) or interest on any Security;




 




(5)           modify any

provisions of Section 6.04, Section 6.07 or this Section 10.02 (other than to

increase any percentage contained therein or add sections of this Indenture or

the Securities which may not be amended, supplemented or waived without the

consent of each Securityholder affected);




 




(6)           reduce the

percentage of the principal amount of outstanding Securities necessary for

amendment to or waiver of compliance with any provision of this Indenture or

the Securities or for waiver of any Default or Event of Default;




 




(7)           waive a default in

the payment of principal of, interest on, or redemption payment with respect

to, any Security (except a rescission of acceleration of the Securities by the

Holders as provided in Section 6.02 and a waiver of the payment default that

resulted from such acceleration);




 




(8)           modify the ranking

or priority of the Securities or the Guarantees or modify the definition of

Senior Debt, Guarantor Senior Debt or Designated Senior Debt, or amend or

modify any of the provisions of Article Eight or Article Twelve in any manner

adverse to the Holders, holders of Senior Debt or Guarantor Senior Debt under the

Credit Agreement or the Agent thereunder;




 




(9)           release any

Guarantor from any of its obligations under its Guarantee or this indenture

otherwise than in accordance with this Indenture; or




 




(10)         modify the provisions

relating to any Offer to Purchase required pursuant to Section 4.05 or 4.14 in

a manner materially adverse to the Holders with respect to any Asset

Disposition that has been consummated or Change of Control that has occurred.




 




An amendment under this

Section 10.02 may not make any change under Article Eight, Article Nine,

Article Eleven or Article Twelve or the definitions used therein that adversely

affects the rights of any holder of Senior Debt or Guarantor Senior Debt then

outstanding unless the holders of such Senior Debt or Guarantor Senior Debt (or

any trustee or representative thereof authorized to give a consent) shall have

consented to such change.




 




73





























 




It shall not be necessary

for the consent of the Holders under this Section to approve the particular

form of any proposed amendment, supplement or waiver, but it shall be

sufficient if such consent approves the substance thereof.




 




After an amendment,

supplement or waiver under this Section becomes effective, the Company shall

mail to the Holders 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 supplemental indenture.




 




SECTION 10.03.                              Compliance with Trust Indenture Act.




 




Every amendment to or

supplement of this Indenture or the Securities shall comply with the TIA as

then in effect.




 




SECTION 10.04.                              Revocation and Effect of Consents.




 




Until an amendment or waiver

becomes effective, a consent to it by a Holder is a continuing consent by the

Holder and every subsequent Holder of that Security or portion of that Security

that evidences the same debt as the consenting Holder’s Security, even if

notation of the consent is not made on any Security.  Subject to the following paragraph, any such Holder or subsequent

Holder may revoke the consent as to such Holder’s Security or portion of such

Security by notice to the Trustee or the Company received before the date on

which the Trustee receives an Officers’ Certificate certifying that the Holders

of the requisite principal amount of Securities have consented (and not

theretofore revoked such consent) to the amendment, supplement or waiver.




 




The Company may, but shall

not be obligated to, fix a record date for the purpose of determining the

Holders entitled to consent to any amendment, supplement or waiver.  If a record date is fixed, then,

notwithstanding the last sentence of the immediately preceding paragraph, those

persons who were Holders at such record date (or their duly designated

proxies), and only those persons, shall be entitled to consent to such

amendment, supplement or waiver or to revoke any consent previously given,

whether or not such persons continue to be Holders after such record date.  No such consent shall be valid or effective

for more than 90 days after such record date.




 




After an amendment,

supplement or waiver becomes effective, it shall bind every Securityholder.




 




SECTION 10.05.                              Notation on or Exchange of Securities.




 




If an amendment, supplement

or waiver changes the terms of a Security, the Trustee may require the Holder

of the Security to deliver it to the Trustee. 

The Trustee may place an appropriate notation on the Security about the

changed terms and return it to the Holder. 

Alternatively, if the Issuers or the Trustee so determines, the Issuers

in exchange for the Security shall issue and the Trustee shall authenticate a

new Security that reflects the changed terms. 

Failure to make the appropriate notation or issue a new Security shall

not affect the validity and effect of such amendment, supplement or waiver.




 




SECTION 10.06.                              Trustee To Sign Amendments, etc.




 




The Trustee shall be

entitled to receive, and shall be fully protected in relying upon, an opinion

of Counsel stating that the execution of any amendment, supplement or waiver

authorized pursuant to this Article Ten is authorized or permitted by this

Indenture and that such amendment or supplement constitutes the legal, valid

and binding obligation of the Issuers and the Guarantors, enforceable in 




 




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accordance with its terms (subject to

customary exceptions).  The Trustee may,

but shall not be obligated to, execute any such amendment, supplement or waiver

which affects the Trustee’s own rights, duties or immunities under this

Indenture or otherwise.  In signing any

amendment, supplement or waiver, the Trustee shall be entitled to receive an

indemnity reasonably satisfactory to it.




 




ARTICLE ELEVEN




 




GUARANTEES




 




SECTION 11.01.                              Unconditional Guarantee.




 




Each Guarantor hereby

unconditionally guarantees to each Holder of a Security authenticated and

delivered by the Trustee and to the Trustee and its successors and assigns

that:  the principal of, premium, if

any, and interest on the Securities will be promptly paid in full when due,

subject to any applicable grace period, whether at maturity, by acceleration or

otherwise, and interest on the overdue principal and interest on any overdue

interest on the Securities and all other obligations of the Issuers to the

Holders or the Trustee hereunder or under the Securities will be promptly paid

in full or performed, all in accordance with the terms hereof and thereof;

subject, however, to the limitations set forth in Section 11.04.  Each Guarantor hereby agrees that this is a

guarantee of payment and not of collection and that its respective obligations

hereunder shall be unconditional, irrespective of the validity, regularity or

enforceability of the Securities or this Indenture, the absence of any action

to enforce the same, any waiver or consent by any Holder of the Securities with

respect to any provisions hereof or thereof, the recovery of any judgment

against an Issuer, any action to enforce the same or any other circumstance

which might otherwise constitute a legal or equitable discharge or defense of a

guarantor.  Each Guarantor hereby waives

diligence, presentment, demand of payment, filing of claims with a court in the

event of insolvency or bankruptcy of an Issuer, any right to require a

proceeding first against the Issuers, protest, notice and all demands

whatsoever and covenants that its Guarantee will not be discharged except by

complete performance of the obligations contained in the Securities, this

Indenture and the Guarantees.  If any

Holder or the Trustee is required by any court or otherwise to return to an

Issuer or any custodian, trustee, liquidator or other similar official acting

in relation to such Issuer, any amount paid by an Issuer to the Trustee or such

Holder, the Guarantees, to the extent theretofore discharged, shall be

reinstated in full force and effect. 

Each Guarantor further agrees that, as between itself, on the one hand,

and the Holders and the Trustee, on the other hand, (x) the maturity of the

obligations guaranteed hereby may be accelerated as provided in Article Six for

the purpose of its respective Guarantee, notwithstanding any stay, injunction

or other prohibition preventing such acceleration in respect of the obligations

guaranteed hereby, and (y) in the event of any acceleration of such obligations

as provided in Article Six, such obligations (whether or not due and payable)

shall forth become due and payable by each Guarantor for the purpose of its

respective Guarantee.  The obligations

of the Guarantors under this Article Eleven shall be joint and several, subject

to Section 11.04.




 




SECTION 11.02.                              Severability.




 




In case any provision of

this Guarantee shall be invalid, illegal or unenforceable, the validity,

legality and enforceability of the remaining provisions shall not in any way be

affected or impaired thereby.




 




SECTION 11.03.                              Release of Guarantors.




 




If the Securities are

defeased in accordance with the terms of the third sentence of Section 9.01

hereof, or if all or substantially all of the assets of any Guarantor or all of

the Capital Stock of any Guarantor is sold (including by issuance or otherwise)

by the Company or any of its Subsidiaries in a 




 




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transaction constituting an Asset Disposition

and if (x) the Net Available Proceeds from such Asset Disposition are used in

accordance with Section 4.05 or (y) the Company delivers to the Trustee an

Officers’ Certificate covenanting that the Net Available Proceeds from such

Asset Disposition shall be used in accordance with Section 4.05 and within the

time limits specified by such Section 4.05, then such Guarantor (in the case of

such a defeasance or in the event of a sale or other disposition of all of the

Capital Stock of such Guarantor) or the corporation acquiring such assets (in

the event of a sale or other disposition of all or substantially all of the

assets of such Guarantor), shall be deemed released from all obligations under

this Article Eleven without any further action required on the part of the

Trustee or any Holder.  The Trustee

shall, at the sole cost and expense of the Issuers and upon receipt at the

reasonable request of the Trustee of an Opinion of Counsel that the provisions

of this Section 11.03 have been complied with, deliver an appropriate,

instrument evidencing such release upon a Company Request accompanied by an

Officers’ Certificate certifying as to the compliance with this Section.




 




SECTION 11.04.                              Limitation of Guarantors’ Liability.




 




Each Guarantor, and by its

acceptance hereof each Holder and the Trustee, hereby confirms that it is the

intention of all such parties that the guarantee by each Guarantor pursuant to

its respective Guarantee not constitute a fraudulent transfer or conveyance for

purposes of Title 11 of the United States Code, as amended, the Uniform

Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar

U.S.  Federal or state or other

applicable law.  To effectuate the

foregoing intention, the Holders and each Guarantor hereby irrevocably agree

that the obligations of each Guarantor under its respective Guarantee shall be

limited to the maximum amount as will, after giving effect to all other

contingent and fixed liabilities of each Guarantor result in the obligations of

any Guarantor under its respective Guarantee not constituting such fraudulent

transfer or conveyance.




 




SECTION 11.05.                              Execution of Guarantee.




 




To further evidence its

Guarantee to the Holders, each Guarantor hereby agrees to execute a Guarantee

in substantially the form set forth in Exhibit A hereto to be endorsed on each

Security ordered to be authenticated and delivered by the Trustee.  Each Guarantor hereby agrees that its

Guarantee set forth in Section 11.01 shall remain in full force and effect

notwithstanding any failure to endorse on each Security a notation of its

Guarantee.  A Guarantee shall be signed

on behalf of each Guarantor by its Chairman of the Board, its President or one

of its Vice Presidents prior to the authentication of the Security on which it

is endorsed, and the delivery of such Security by the Trustee, after the

authentication thereof hereunder, shall constitute due delivery of such

Guarantee on behalf of such Guarantor. 

Such signature upon the Guarantee may be the manual or facsimile

signature of such officer and may be imprinted or otherwise reproduced on the

Guarantee, and in case such officer who shall have signed the Guarantee shall

cease to be such officer before the Security on which the Guarantee is endorsed

shall have been authenticated and delivered by the Trustee or disposed of by

the Issuers, such Security nevertheless may be authenticated and delivered or

disposed of as though the Person who signed the Guarantee had not ceased to be

such officer of any Guarantor.




 




SECTION 11.06.                              Subordination of Subrogation and Other Rights.




 




Each Guarantor hereby agrees

that any claim against an Issuer that arises from the payment, performance or

enforcement of such Guarantor’s obligations under its Guarantee or this

Indenture, including, without limitation, any right of subrogation, shall be

subject and subordinate to, and no payment with respect to any such claim of

any Guarantor shall be made before, the payment in full in cash of all

outstanding Securities in accordance with the provisions provided therefor in

this Indenture.




 




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ARTICLE TWELVE




 




SUBORDINATION OF GUARANTEES




 




SECTION 12.01.                              Guarantee Obligations Subordinated to

Guarantor Senior Debt.




 




Each Guarantor covenants and

agrees, and the Trustee and each Holder of the Securities by his acceptance

thereof likewise covenant and agree, that the Guarantee shall be subject to the

provisions of this Article and that any payments on its Guarantee are

subordinated in right of payment, to the extent and in the manner provided

hereunder, to the prior payment in full of all Guarantor Senior Debt, and that

the subordination is for the benefit of the holders of Guarantor Senior Debt

and they and/or each of them may enforce such subordination.  For the purposes of this Article Twelve, no

Guarantor Senior Debt shall be deemed to have been paid in full unless the

holders or owners thereof have received payment in full in cash; a distribution

may consist of cash, securities or other property, by set-off by way of

collateral or otherwise; any payment or distribution includes any payment or

distribution which may be payable or deliverable by reason of the payment of

any other Indebtedness of any Guarantor or any Subsidiary thereof that is subordinated

to the Guarantee or Claims; and a payment or distribution on account of any

Obligations with respect to the Guarantee shall include any redemption,

purchase or other acquisition of the Securities, whether pursuant to an Offer

to Purchase or otherwise.




 




The Guarantees are not

senior or superior in right of payment to, and rank pari pasu with, the guarantee of the 1996 Notes.




 




SECTION 12.02.                              No Payment on Guarantee in Certain

Circumstances.




 




(a)           No direct or

indirect payment or distribution by or on behalf of any Guarantor of principal

of, premium, if any, or interest on or other Obligations in respect of the

Securities pursuant to its Guarantee, whether pursuant to the terms of the

Securities, upon acceleration or otherwise, or on account of any Claim shall be

made and the Holders and the Trustee shall not receive, directly or indirectly,

any such payment or distribution if, at the time of such payment, there exists

a default in the payment of all or any portion of the obligations on any

Designated Senior Debt of such Guarantor, whether at maturity, on account of

mandatory redemption or prepayment, acceleration or otherwise (and the Trustee

has received written notice thereof pursuant to Section 12.06 hereof), and such

default shall not have been cured or waived or the benefits of this sentence

waived by or on behalf of the holders of such Designated Senior Debt.  In addition, during the continuance of any

non-payment default or non-payment event of default with respect to any

Designated Senior Debt pursuant to which the maturity thereof may be

accelerated, and upon receipt by the Trustee of written notice pursuant to

Section 12.06 hereof (the “Guarantor Payment Blockage Notice”) from a

holder or holders of such Designated Senior Debt or the trustee or agent acting

on behalf of such Designated Senior Debt, then, unless and until such default

or event of default has been cured or waived or has ceased to exist or such

Designated Senior Debt has been discharged or repaid in full, no direct or

indirect payment or distribution shall be made by or on behalf of any Guarantor

on account of or with respect to the Securities or on account of any Claim or

Obligation with respect to the Securities, except from those funds held in

trust by the Trustee or any Paying Agent for the benefit of the Holders of any

Securities, to such Holders, during a period (a “Guarantor Blockage Period”)

commencing on the date of receipt of such notice by the Trustee and ending 179

days thereafter.




 




Notwithstanding anything

herein or in the Securities to the contrary, (x) in no event shall a Guarantor

Blockage Period extend beyond 179 days from the date of the Guarantor Payment

Blockage 




 




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Notice in respect thereof and (y) there must

be 180 days in any 360 day period during which no Guarantor Payment Blockage

Period is in effect.  Not more than one

Guarantor Blockage Period may be commenced with respect to the Guarantor during

any period of 360 consecutive days.  No

default or event of default that existed or was continuing on the date of

commencement of any other Guarantor Blockage Period with respect to the

Designated Senior Debt initiating such Guarantor Payment Blockage Period may

be, or be made, to the extent the holders of such Designated Senior Debt had

knowledge of the same, the basis for the commencement of any other Guarantor

Blockage Period by the holder or holders of such Designated Guarantor Senior

Debt or the trustee or agent acting on behalf of such Designated Senior Debt,

whether or not within a period of 360 consecutive days, unless such default or

event of default has been cured or waived for a period of not less than 90

consecutive days.




 




(b)           In the event that,

notwithstanding the foregoing, any payment shall be received by the Trustee,

any Paying Agent or any Holder when such payment is prohibited by Section

12.02(a), such payment shall be held in trust for the benefit of, and shall, to

the extent that, upon notice from the Trustee to the holders of such Guarantor

Senior Debt that such prohibited payment has been made (which notice the

Trustee hereby agrees to forthwith send, provided that the Trustee has received

notice of such prohibition under Section 12.06), the holders of such Guarantor

Senior Debt (or their agent, representative or representatives or a trustee)

notify the Trustee in writing of the amounts then due and owing on such

Guarantor Senior Debt, if any, the amounts specified in such notice to the

Trustee shall be paid over or delivered (in the same form as received, with any

necessary endorsement) to, such holders of Guarantor Senior Debt as their

interests may appear, or their agent, representative or the trustee for

application (in the case of cash) to, or as collateral (in the case of non-cash

property or securities) for the payment or prepayment of all Obligations with

respect to Guarantor Senior Debt remaining unpaid to the extent necessary to

pay such Obligations in full in accordance with their terms.




 




SECTION 12.03.                              Payment Over of Proceeds upon Dissolution,

etc.




 




(a)           Upon any payment or

distribution of assets or securities of any Guarantor of any kind or character,

whether in cash, property or securities, upon any dissolution or winding-up or

total or partial liquidation or reorganization of such Guarantor, whether

voluntary or involuntary or in bankruptcy, insolvency, receivership or other

proceedings relating to any Guarantor or its property or in an assignment for

the benefit of creditors, or an arrangement, adjustment, composition or relief

of any Guarantor or its debts or any marshalling of the assets and liabilities

of any Guarantor, all amounts due or to become due with respect to all

Guarantor Senior Debt (including any interest accruing subsequent to the

commencement of any such proceeding at the rate specified in the applicable

Guarantor Senior Debt) shall be first paid in full, or payment provided for,

before the Holders of the Securities or the Trustee on behalf of such Holders

shall be entitled to receive any payment or distribution on account of the

principal of, premium, if any, or interest on the Securities pursuant to its

Guarantee, or any payment to acquire any of the Securities for cash, property

or securities, or any distribution with respect to the Securities of any cash,

property or securities or any distribution with respect to the Securities of

any cash, property or securities or payment of any Claims or of any other

Obligations with respect to the Securities. 

Before any payment may be made by, or on behalf of, any Guarantor of the

principal of or interest on the Securities upon any such dissolution or

winding-up or liquidation or reorganization, any payment or distribution of

assets or securities of the Guarantor of any kind or character, whether in

cash, property or securities, to which the Holders of the Securities or the

Trustee on their behalf would be entitled, but for the subordination provisions

of this Indenture, shall be made by such Guarantor or by any receiver, trustee

in bankruptcy, liquidating trustee, agent or other Person making such payment

or distribution, directly to the holders of the Guarantor Senior Debt (pro

rata to such holders on the basis of the respective amounts of such

Guarantor Senior Debt held by such holders) or their representatives or to the

trustee or trustees under any indenture pursuant to which any of such Guarantor

Senior Debt may have been issued, as their respective interests may appear, to

the extent 




 




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necessary

to pay all such Guarantor Senior Debt in full after giving effect to any

concurrent payment, distribution or provision therefor to or for the holders of

such Guarantor Senior Debt.




 




(b)           In the event that,

notwithstanding the foregoing provision prohibiting such payment or

distribution, any payment or distribution of assets or securities of any

Guarantor of any kind or character, whether in cash, property or securities,

shall be received by the Trustee, any Paying Agent or any Holder of Securities

at a time when such payment or distribution is prohibited by Section 12.03(a)

and before all obligations in respect of the Guarantor Senior Debt are paid in

full, or payment provided for, such payment or distribution shall be received

and held in trust for the benefit of, and shall be paid over or delivered (in

the same form as received with any necessary endorsements) to, the holders of

such Guarantor Senior Debt (pro rata to such holders on the basis of the

respective amounts of such Guarantor Senior Debt held by such holders) or their

respective representatives, or to the trustee or trustees under any indenture

pursuant to which any of such Guarantor Senior Debt may have been issued, as

their respective interests may appear, for application to the payment of all

Obligations with respect to Guarantor Senior Debt remaining unpaid to the

extent necessary to pay such Obligations in full in accordance with their terms

until all such Guarantor Senior Debt has been paid in full after giving effect

to any concurrent payment, distribution or provision therefor to or for the

holders of such Guarantor Senior Debt.




 




(c)           For purposes of this

Section, the words “cash, property or securities” shall not be deemed to

include, so long as the effect of these clauses (x) and (y) is not to cause any

Guarantee to be treated in any case or proceeding or similar event described in

this Section as part of the same class of claims as Guarantor Senior Debt or

any class of claims on a parity with or senior to Guarantor Senior Debt for any

payment or distribution, (x) any payment or distribution of securities of any

Guarantor or any other corporation authorized by an order or decree giving

effect, and stating in such order or decree that effect is given, to the

subordination of its Guarantee to the Guarantor Senior Debt, and made by a

court of competent jurisdiction in a reorganization proceeding under any

applicable bankruptcy, insolvency or other similar law, or (y) securities of

any Guarantor or any other corporation provided for by a plan of reorganization

or readjustment which are subordinated, to at least the same extent as its

Guarantee, to the payment of all Guarantor Senior Debt then outstanding and, in

the case of either clause (x) or (y), all terms of such Securities are

satisfactory to the Agent under the Credit Agreement and such plan of

reorganization has been approved by such Agent under the Credit Agreement; provided,

however, that (i) if a new corporation results from such reorganization

or readjustment, such corporation assumes the Guarantor Senior Debt and (ii)

the rights of the holders of the Guarantor Senior Debt are not, without the

consent of such holders of the Guarantor Senior Debt, altered by such

reorganization or readjustment.  The

consolidation of any Guarantor with, or the merger of any Guarantor with or into,

another corporation or the liquidation or dissolution of any Guarantor

following the conveyance or transfer of its property as an entirety, or

substantially as an entirety, to another corporation upon the terms and

conditions provided in Article Five shall not be deemed a dissolution,

winding-up, liquidation or reorganization for the purposes of this Section if

such other corporation shall, as a part of such consolidation, merger,

conveyance or transfer, comply with the conditions stated in Article Five.




 




SECTION 12.04.                              Subrogation.




 




Upon the payment in full of

all Guarantor Senior Debt, or provision for payment, the Holders of the

Securities shall be subrogated to the rights of the holders of such Guarantor

Senior Debt to receive payments or distributions of cash, property or

securities of any Guarantor made on such Guarantor Senior Debt until the

principal of and interest on the Securities shall be paid in full; and, for the

purposes of such subrogation, no payments or distributions to the holders of such

Guarantor Senior Debt of any cash, property or securities to which the Holders

of the Securities or the Trustee on their behalf would be 




 




79





























 




entitled except for the provisions of this

Article, and no payment over pursuant to the provisions of this Article to the

holders of such Guarantor Senior Debt by Holders of the Securities or the

Trustee on their behalf shall, as between the Guarantor, its creditors other

than holders of such Guarantor Senior Debt, and the Holders of the Securities,

be deemed to be a payment by such Guarantor to or on account of such Guarantor

Senior Debt.  It is understood that the

provisions of this Article are and are intended solely for the purpose of

defining the relative rights of the Holders of the Securities, on the one hand,

and the holders of Guarantor Senior Debt, on the other hand.




 




If any payment or

distribution to which the Holders of the Securities would otherwise have been

entitled but for the provisions of this Article shall have been applied,

pursuant to the provisions of this Article, to the payment of all amounts

payable under Guarantor Senior Debt, then and in such case, the Holders of the

Securities shall be entitled to receive from the holders of such Guarantor Senior

Debt any payments or distributions received by such holders of Guarantor Senior

Debt in excess of the amount required to make payment in full, or provision for

payment, of such Guarantor Senior Debt.




 




SECTION 12.05.                              Obligations of Guarantor Unconditional.




 




Nothing contained in this

Article or elsewhere in this Indenture or in the Securities or any Guarantee is

intended to or shall impair, as among any Guarantor and the Holders of the

Securities, the obligation of such Guarantor, which is absolute and

unconditional, to pay to the Holders of the Securities the principal of and

interest on the Securities as and when the same shall become due and payable in

accordance with the terms of its Guarantee, or is intended to or shall affect

the relative rights of the Holders of the Securities and creditors of the

Guarantors other than the holders of Guarantor Senior Debt, nor shall anything

herein or therein prevent the Holder of any Security or the Trustee on their

behalf from exercising all remedies otherwise permitted by applicable law upon

default under this Indenture, subject to the rights, if any, under this Article

of the holders of Guarantor Senior Debt in respect of cash, property or

securities of the Guarantors received upon the exercise of any such remedy.




 




Without limiting the

generality of the foregoing, nothing contained in this Article shall restrict

the right of the Trustee or the Holders of Securities to take any action to

declare the Securities to be due and payable prior to their stated maturity pursuant

to Section 6.01 or to pursue any rights or remedies hereunder; provided,

however, that all Guarantor Senior Debt then due and payable shall first be

paid in full before the Holders of the Securities or the Trustee are entitled

to receive any direct or indirect payment from any Guarantor of principal of or

interest on the Securities pursuant to its Guarantee.




 




SECTION 12.06.                              Notice to Trustee.




 




The Issuers and each

Guarantor shall give prompt written notice to the Trustee of any fact known to

the Issuers or any Guarantor which would prohibit the making of any payment to

or by the Trustee in respect of the Securities pursuant to the provisions of

this Article.  The Trustee shall not be

charged with knowledge of the existence of any default or event of default with

respect to any Guarantor Senior Debt or of any other facts which would prohibit

the making of any payment to or by the Trustee unless and until the Trustee

shall have received notice in writing at its Corporate Trust Office to that

effect signed by an Officer of an Issuer or such Guarantor, or by a holder of

Guarantor Senior Debt or trustee or agent therefor; and prior to the receipt of

any such written notice, the Trustee shall, subject to Article Seven, be

entitled to assume that no such facts exist; provided that if the Trustee shall

not have received the notice provided for in this Section at least two Business

Days prior to the date upon which by the terms of this Indenture any moneys

shall become payable for any purpose (including, without limitation, the

payment of the principal of or interest on any Security), then, regardless of

anything herein to the contrary, the Trustee shall have full power and

authority to receive any moneys from any Guarantor and to apply the same to the

purpose for which they were received, and shall not be affected by any notice

to 




 




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the contrary which may be received by it on

or after such prior date.  Nothing

contained in this Section 12.06 shall limit the right of the holders of

Guarantor Senior Debt to recover payments as contemplated by Sections 12.02 and

12.03.  The Trustee shall be entitled to

rely on the delivery to it of a written notice by a Person representing himself

or itself to be a holder of any Guarantor Senior Debt (or a trustee on behalf

of, or other representative of, such holder) to establish that such notice has

been given by a holder of such Guarantor Senior Debt or a trustee or

representative on behalf of any such holder.




 




In the event that the

Trustee determines in good faith that any evidence is required with respect to

the right of any Person as a holder of Guarantor Senior Debt to participate in

any payment or distribution pursuant to this Article, the Trustee may request

such Person to furnish evidence to the reasonable satisfaction of the Trustee

as to the amount of Guarantor Senior Debt held by such Person, the extent to

which such Person is entitled to participate in such payment or distribution

and any other facts pertinent to the rights of such Person under this Article,

and if such evidence is not furnished, the Trustee may defer any payment to

such Person pending judicial determination as to the right of such Person to

receive such payment.




 




SECTION 12.07.                              Reliance on Judicial Order or Certificate of

Liquidating Agent.




 




Whenever a distribution is

to be made or a notice is to be given to holders of Guarantor Senior Debt, the

distribution may be made and the notice may be given to the trustee or any

agent or representative for such Guarantor Senior Debt.




 




Upon any payment or

distribution of assets or securities of any Guarantor referred to in this

Article Twelve, the Trustee and the Holders of the Securities shall be entitled

to rely upon any order or decree made by any court of competent jurisdiction in

which bankruptcy, dissolution, winding-up, liquidation or reorganization

proceedings are pending, or upon a certificate of the receiver, trustee in

bankruptcy, liquidating trustee, agent or other Person making such payment or

distribution, delivered to the Trustee or to the Holders of the Securities for

the purpose of ascertaining the Persons entitled to participate in such

distribution, the holders of Guarantor Senior Debt and other indebtedness of

any Guarantor, the amount thereof or payable thereon, the amount or amounts

paid or distributed thereon and all other facts pertinent thereto or to this

Article Twelve.




 




SECTION 12.08.                              Trustee’s Relation to Guarantor Senior Debt.




 




The Trustee and any Paying

Agent shall be entitled to all the rights set forth in this Article with

respect to any Guarantor Senior Debt which may at any time be held by it in its

individual or any other capacity to the same extent as any other holder of

Guarantor Senior Debt, and nothing in this Indenture shall deprive the Trustee

or any Paying Agent of any of its rights as such holder.




 




With respect to the holders

of Guarantor Senior Debt, the Trustee undertakes to perform or to observe only

such of its covenants and obligations as are specifically set forth in this Article,

and no implied covenants or obligations with respect to the holders of

Guarantor Senior Debt shall be read into this Indenture against the

Trustee.  The Trustee shall not be

deemed to owe any fiduciary duty to the holders of Guarantor Senior Debt (except

with respect to funds held in trust as provided in Sections 12.02(b) and

12.03(b)).




 




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SECTION

12.09.                             Subordination Rights Not Impaired by Acts or

Omissions of Any Guarantor or Holders of Guarantor Senior Debt.




 




No right of any present or

future holders of any Guarantor Senior Debt to enforce subordination as

provided herein shall at any time in any way be prejudiced or impaired by any

act or failure to act on the part of any Guarantor or by any act or failure to

act, in good faith, by any such holder, or by any noncompliance by the

Guarantor, the Trustee, any Paying Agent or any registrar with the terms and

provisions and covenants of this Indenture, regardless of any knowledge thereof

which any such holder may have or otherwise be charged with.  The provisions of this Article are intended

to be for the benefit of, and shall be enforceable directly by, the holders of

Guarantor Senior Debt.




 




All rights and interests

under this Indenture of the Agent under the Credit Agreement and the other

holders of Guarantor Senior Debt, and all agreements and obligations of the

Trustee, the Holders of Securities, each Guarantor and the Issuers under this

Article Twelve shall remain in full force and effect irrespective of any lack

of validity or enforceability of the Credit Agreement, any promissory notes

evidencing the Indebtedness thereunder, or any other agreement or instrument

relating thereto or to any other Guarantor Senior Debt, including, without

limitation, any agreement referred to in the definition of Credit Agreement.




 




The provisions set forth in

this Article Twelve constitute a continuing agreement and shall (i) be and

remain in full force and effect until payment in full of all indebtedness under

the Credit Agreement at such time when no bank shall have any obligations to

make advances under the Credit Agreement, (ii) be binding upon the Trustee, the

Holders of Securities and each Guarantor, and their respective successors,

transferees and assigns, and (iii) inure to the benefit of, and be enforceable

directly by, each of the holders of Guarantor Senior Debt and their respective

successors, transferees and assigns.




 




The Agent under the Credit

Agreement is hereby authorized to demand specific performance of the provisions

of this Article Twelve, whether or not the Guarantor shall have complied with

any of the provisions in this Article Twelve, at any time when the Trustee or

any Holder of Securities shall have failed to comply with any of these

provisions.  The Trustee and the Holders

of Securities hereby irrevocably waive any defense based on the adequacy of a

remedy at law that might be asserted as a bar to such remedy of specific

performance.




 




SECTION 12.10.                              Securityholders Authorize Trustee To

Effectuate Subordination of Guarantee.




 




Each Holder of Securities by

his acceptance of such Securities authorizes and expressly directs the Trustee

on his behalf to take such action as may be necessary or appropriate to

effectuate the subordination provided in this Article, and appoints the Trustee

his attorney-in-fact for such purposes. 

including, in the event of any proceeding for the dissolution, winding

up, liquidation or reorganization of any Guarantor (whether in bankruptcy,

insolvency, receivership, reorganization or similar proceedings or upon an

assignment for the benefit of creditors or otherwise) or tending towards

liquidation of the business and assets of any Guarantor, the filing of a claim

for the unpaid balance of its or his Securities in the form required in those

proceedings.




 




SECTION 12.11.                              This Article Not To Prevent Events of Default.




 




The failure to make a

payment on account of principal of or interest on the Securities by reason of

any provision of this Article shall not be construed as preventing the

occurrence of an Event of Default specified in clause (1), (2) or (3) of

Section 6.01.




 




82





























 




SECTION 12.12.                              Trustee’s Compensation Not Prejudiced.




 




Nothing in this Article

shall apply to amounts due to the Trustee pursuant to other sections in this

Indenture, including Section 7.07 hereof.




 




SECTION 12.13.                              No Waiver of Guarantee Subordination

Provisions.




 




Without in any way limiting

the generality of Section 12.09, the holders or owners of Guarantor Senior Debt

may, at any time and from time to time, without the consent of or notice to the

Trustee or the Holders of the Securities, without incurring responsibility to

the Holders of the Securities and without impairing or releasing the

subordination provided in this Article or the obligations hereunder of the

Holders of the Securities to the holders of Guarantor Senior Debt, do any one

or more of the following: (a) change the manner, place or terms of payment or

extend the time of payment of, or renew or alter, all or any of the Guarantor

Senior Debt (including any change in the rate of interest thereon) or otherwise

amend or supplement in any manner, or grant any waiver or release with respect

to, Guarantor Senior Debt or any instrument evidencing the same or any

agreement under which Guarantor Senior Debt is outstanding or secured; (b)

sell, exchange, release, not perfect or otherwise deal with any property at any

time pledged, assigned, mortgaged or otherwise securing Guarantor Senior Debt,

or amend, or grant any waiver or release with respect to, or consent to, any

departure from any guarantee for all or any of the Guarantor Senior Debt; (c)

release any Person liable in any manner under or in respect of Guarantor Senior

Debt; (d) exercise or refrain from exercising any rights against , and release

from obligations of any type, the Guarantor and any other Person; and (e) apply

any sums from time to time received to the Guarantor Senior Debt.




 




SECTION 12.14.                              Payments May Be Paid Prior to Dissolution.




 




Nothing contained in this

Article or elsewhere in this Indenture shall prevent (i) the Guarantor, except

under the conditions described in Sections 12.02 and 12.03, from making

payments of principal of and interest on the Securities, or from depositing

with the Trustee any moneys for such payments, or (ii) the application by the

Trustee of any moneys deposited with it for the purpose of making such payments

of principal of, premium, if any, and interest on the Securities, to the

holders entitled thereto unless at least two Business Days prior to the date

upon which such payment becomes due and payable, the Trustee shall have

received the written notice provided for in Section 12.02(b) or in Section

12.06.  Each Guarantor shall give prompt

written notice to the Trustee of any dissolution, winding-up, liquidation or

reorganization of such Guarantor.




 




ARTICLE THIRTEEN




 




MISCELLANEOUS




 




SECTION 13.01.                              Trust Indenture Act Controls.




 




This Indenture is subject to

the provisions of the TIA that are required to be a part of this Indenture, and

shall, to the extent applicable, be governed by such provisions.  If any provision of this Indenture modifies

any TIA provision that may be so modified, such TIA provision shall be deemed

to apply to this Indenture as so modified. 

If any provision of this indenture excludes any TIA provision that may

be so excluded, such TIA provision shall be excluded from this Indenture.




 




83





























 




The provisions of TIA §§ 310

through 317 that impose duties on any Person (including the provisions

automatically deemed included unless expressly excluded by this Indenture) are

a part of and govern this indenture, whether or not physically contained

herein.




 




SECTION 13.02.                              Notices.




 




Any notice or communication

shall be sufficiently given if in writing and delivered in person, by facsimile

and confirmed by overnight courier, or mailed by first-class mail addressed as

follows:




 




if to the Issuers or any

Guarantor:




 




Euramax International, Inc.




5445 Triangle Parkway




Suite 350




Norcross, Georgia  30092




 




Attention:              R. Scott Vansant




 




Facsimile:               (770) 263-8031




Telephone:            (770) 449-7066




 




with a copy to:




 




Dechert LLP




4000 Bell Atlantic Tower




1717 Arch Street




Philadelphia,

Pennsylvania  19103-2793




 




Attention:  Craig L. Godshall, Esq.




 




Facsimile:               (215) 994-2222




Telephone:            (215) 994-2491




 




if

to the Trustee:




 




JPMorgan Chase Bank




4 New York Plaza




New York, New York  10004




 




Attention:              Institutional Trust Services




 




Facsimile:               (212) 623-6167




Telephone:            (212) 623-6795




 




The Company, each Guarantor

or the Trustee by notice to the others may designate additional or different

addresses for subsequent notices or communications.




 




Any notice or communication

mailed, first class, postage prepaid, to a Securityholder, including any notice

delivered in connection with TIA § 310(b), TIA § 313(c), TIA § 314(a) and TIA §

315(b), shall be mailed to him, at his address as set forth on the registration

books of the Registrar and 




 




84





























 




shall be sufficiently given to him, if so

mailed within the time prescribed.  To

the extent required by the TIA, any notice or communication shall also be

mailed to any Person described in TIA § 313(c).




 




Failure to mail a notice or

communication to a Securityholder or any defect in it shall not affect its

sufficiency with respect to other Securityholders.  Except for a notice to the Trustee, which is deemed given only

when received, if a notice or communication is mailed in the manner provided

above, it is duly given, whether or not the addressee receives it.




 




In case by reason of the

suspension of regular mail service or by reason of any other cause it shall be

impracticable to give any notice by mail, then such notification as shall be

made with the approval of the Trustee shall constitute a sufficient

notification for every purpose hereunder.




 




SECTION 13.03.                              Communications by Holders with Other Holders.




 




Securityholders may

communicate pursuant to TIA § 312(b) with other Securityholders with respect to

their rights under this Indenture or the Securities.  The Issuers, the Trustee, the Registrar and any other person

shall have the protection of TIA § 312(c).




 




SECTION 13.04.                              Certificate and Opinion as to Conditions

Precedent.




 




Upon any request or

application by the Issuers or any Guarantor to the Trustee to take or refrain

from taking any action under this Indenture, the Company shall furnish to the

Trustee at the request of the Trustee:




 




(1)           an Officers’

Certificate in form satisfactory to the Trustee stating that, in the opinion of

the signers, all conditions precedent, if any, provided for in this Indenture

relating to the proposed action have been complied with; and




 




(2)           an Opinion of

Counsel in form satisfactory to the Trustee stating that, in the opinion of

such counsel, all such conditions precedent have been complied with.




 




SECTION 13.05.                              Statements Required in Certificate or Opinion.




 




Each certificate or opinion

with respect to compliance with a condition or covenant provided for in this

Indenture shall include:




 




(1)           a statement that the

person making such certificate or opinion has read such covenant or condition;




 




(2)           a brief statement as

to the nature and scope of the examination or investigation upon which the

statements or opinions contained in such certificate or opinion are based;




 




(3)           a statement that, in

the opinion of such person, he has made such examination or investigation as is

necessary to enable him to express an informed opinion as to whether or not

such covenant or condition has been complied with; and




 




(4)           a statement as to

whether or not, in the opinion of such person, such condition or covenant has

been complied with; provided, however, that with respect to

matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or

certificates of public officials.




 




85





























 




SECTION 13.06.                              Rules by Trustee, Paying Agent, Registrar.




 




The Trustee may make

reasonable rules for action by or at a meeting of Securityholders.  The Paying Agent or Registrar may make

reasonable rules for its functions.




 




SECTION 13.07.                              Governing Law.




 




The laws of the State of New

York shall govern this Indenture, the Securities and the Guarantees without

regard to principles of conflicts of law.




 




SECTION 13.08.                              No Recourse Against Others.




 




A director, officer,

employee, incorporator or stockholder, as such, of any of the Issuers or any

Guarantor shall not have any liability for any obligations of any of the

Issuers or any Guarantor under the Securities, the Guarantees or this Indenture

or for any claim based on in respect of or by reason of such obligations or

their creation.  Each Securityholder by

accepting a Security waives and releases all such liability.  The waiver and release are part of the

consideration for issuance of the Securities and the Guarantees.  The waiver may not be effective to waive

liabilities under federal securities laws.




 




SECTION 13.09.                              Successors.




 




All agreements of each of

the Issuers in this Indenture and the Securities shall bind its successor.  All agreements of any Guarantor in this

Indenture and Securities shall bind its successor.  All agreements of the Trustee in this Indenture shall bind its

successor.




 




SECTION 13.10.                              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 13.11.                              Severability.




 




In case any provision in

this Indenture, in the Securities or in the Guarantee shall be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby, and a Holder

shall have no claim therefor against any party hereto.




 




SECTION 13.12.                              No Adverse Interpretation of Other Agreements.




 




This Indenture may not be

used to interpret another indenture, loan or debt agreement of any of the

Issuers or a Subsidiary.  Any such

indenture, loan or debt agreement may not be used to interpret this Indenture.




 




SECTION 13.13.                              Legal Holidays.




 




If a payment date is not a

Business Day, payment may be made on the next succeeding Business Day, and no

interest shall accrue for the intervening period.




 




86





























 




SECTION 13.14.                              Agent for Service; Submission to

Jurisdiction; Waiver of Immunities.




 




The Issuers (i) acknowledge

that they have, by separate written instrument, designated and appointed CT

Corporation (the “Process Agent”), 111 Eighth Avenue, New York, New York

10011, United States, as their authorized agent upon which process may be

served in any suit, action or proceeding arising out of or relating to the

Securities, the Book-Entry Interest or the Indenture that may be institutes in

any Federal or State court in the State of New York, The City of New York, the

Borough of Manhattan, or brought under Federal or State securities laws or

brought by the Trustee (whether in its individual capacity or in its capacity

as Trustee hereunder), and acknowledge that the Process Agent has accepted such

designation, (ii) submit to the jurisdiction of any such court in any such

suit, action or proceeding and (iii) agree that service of process upon the

Process Agent and written notice of said service to it (mailed or delivered to

the Executive Director of the Company at its principal office as specified in

Section 13.02 hereof), shall be deemed in every respect effective service of

process upon it in any such suit or proceeding.  The Issuers further agree to take any and all action, including

the execution and filing of any and all such documents and instruments as may

be necessary to continue such designation and appointment of the Process Agent

in full force and effect so long as this Agreement shall be in full force and

effect; provided that the Issuers may (and shall, to the extent the

Process Agent ceases to be able to be served on the basis contemplated herein),

by written notice to the Trustee, designate such additional or alternative

agents for service of process under this Section 13.14 that (i) maintains an

office located in the Borough of Manhattan, The City of New York in the State

of New York, (ii) are either (x) counsel for the Company or (y) a corporate

service company which acts as agent for service of process for other Persons in

the ordinary course of its business and (iii) agrees to act as agent for

service of process in accordance with this Section 13.14.  Such notice shall identify the name of such

agent for process and the address of such agent for process in the Borough of

Manhattan, The City of New York, State of New York.  Notwithstanding the foregoing, there shall, at all times, be at

least one agent for service of process for the Issuers appointed and acting in

accordance with this Section 13.14.




 




To the extent that any of

the Issuers has or hereafter may acquire any immunity from jurisdiction of any

court or from any legal process (whether through service of notice, attachment

prior to judgment, attachment in aid of execution, execution or otherwise) with

respect to itself or its property, each Issuer hereby irrevocably waives such

immunity in respect of its obligations under this Indenture, to the extent

permitted by law.




 




(Signature

Pages Follow)




 




87





























 




SIGNATURES




 




IN WITNESS WHEREOF, the

parties hereto have caused this Indenture to be duly executed as of the date

first written above.




 




 




	

   


  	

  EURAMAX INTERNATIONAL,

  INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name: R. Scott Vansant


  
	

   


  	

   


  	

  Title: Chief Financial

  Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL

  HOLDINGS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ S. Kirk Huddleston


  	

   


  
	

   


  	

   


  	

  Name: S. Kirk Huddleston


  
	

   


  	

   


  	

  Title: Attorney in fact

  for Rob Dresen on behalf of Euramax European Holdings B.V., sole director of

  Euramax International Holdings B.V.


  





 




88





























 




	

   


  	

  AMERIMAX BUILDING PRODUCTS,

  INC.


  
	

   


  	

  AMERIMAX COATED PRODUCTS,

  INC.


  
	

   


  	

  AMERIMAX DIVERSIFIED

  PRODUCTS, INC.


  
	

   


  	

  AMERIMAX FABRICATED

  PRODUCTS, INC.


  
	

   


  	

  AMERIMAX FINANCE COMPANY,

  INC.


  
	

   


  	

  AMERIMAX HOME PRODUCTS,

  INC.


  
	

   


  	

  AMERIMAX LAMINATED

  PRODUCTS, INC.


  
	

   


  	

  AMERIMAX RICHMOND COMPANY


  
	

   


  	

  FABRAL HOLDINGS, INC.


  
	

   


  	

  FABRAL, INC.,


  
	

   


  	

  as Guarantors


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ R. Scott Vansant


  	

   


  
	

   


  	

   


  	

  Name: R. Scott Vansant


  
	

   


  	

   


  	

  Title: Chief Financial

  Officer


  





 




 





























 




	

   


  	

  AMERIMAX UK, INC.


  
	

   


  	

  as a Guarantor


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Ian Pittendreigh


  	

   


  
	

   


  	

   


  	

  Name: Ian Pittendreigh


  
	

   


  	

   


  	

  Title: Secretary/Director


  





 




 





























 




	

   


  	

  JPMORGAN CHASE BANK, as

  Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Natalia Moran


  	

   


  
	

   


  	

   


  	

  Name: Natalia Moran


  
	

   


  	

   


  	

  Title: Vice President


  





 




 





























 




EXHIBIT A




 




[Insert

Applicable Legends]




 




[Insert in

Global Securities only - THIS SECURITY IS A GLOBAL SECURITY WITHIN

THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE

NAME OF A DEPOSITARY OR A NOMINEE THEREOF. 

THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY

REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE

REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE

THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]




 




THIS SECURITY MAY NOT BE OFFERED, TRANSFERRED

OR SOLD, WHETHER DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY,

OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES, WHETHER SITUATED IN OR OUTSIDE THE

NETHERLANDS, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF THEIR

PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES FIRMS, INVESTMENT

INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS

AND COMMERCIAL ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, INVEST IN

SECURITIES).




 




EURAMAX INTERNATIONAL, INC. 




EURAMAX INTERNATIONAL HOLDINGS B.V.




 




CUSIP NO.: 

[29843Q AA 0 (144A) or U26903 AA 9 (Regulation S)]




ISIN: [US29843Q AA 04 (144A) or U26903 AA 9

(Regulation S)]




No.




 




81/2% SENIOR SUBORDINATED NOTE DUE 2011




 




Euramax International, Inc.,

and Euramax International Holdings B.V. 

promise to pay to

[                     ]

or registered assigns the principal sum 

[Insert in Definitive Securities

- of

$                        ]

[Insert in Global Securities -

indicated in Schedule A hereto] on the Maturity Date of August 15, 2011.




 




Interest

Payment Dates: February 15 and August 15




 




Regular Record Dates:  February 1 and August 1




 





























 




IN WITNESS WHEREOF, EURAMAX

INTERNATIONAL, INC., and EURAMAX INTERNATIONAL HOLDINGS B.V.  have caused this instrument to be executed

in their respective corporate names by the manual or facsimile signatures of

their duly authorized officers.




 




 




	

   


  	

  EURAMAX INTERNATIONAL,

  INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL

  HOLDINGS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




Dated:




 




A-2





























 




Certificate of Authentication:




 




This is one of the 81/2%

Senior Subordinated Notes due 2011 referred to in the within-mentioned

Indenture.




 




JPMORGAN CHASE BANK, as Trustee




 




	

  By


  	

   


  	

   


  
	

   


  	

  Authorized Officer


  	

   


  
	

   


  	

   


  	

   


  





 




A-3





























 




(REVERSE OF SECURITY)




 




EURAMAX INTERNATIONAL, INC. 




EURAMAX INTERNATIONAL HOLDINGS B.V.




 




81/2% Senior Subordinated Note due 2011




 




1.             Interest.




 




Euramax International, Inc.,

a corporation organized under the laws of Delaware (the “Company”), and Euramax

International Holdings B.V., a Dutch registered company (“Euramax B.V.” and

together with the Company, the “Issuers”), promise to pay interest at the rate

of 81/2% per annum on the principal amount of this

Security semiannually on each Interest Payment Date referred to on the face

hereof commencing on February 15, 2004, until the principal hereof is paid or

made available for payment.  Interest on

the Securities will accrue from and including the most recent date to which

interest has been paid or duly provided for, or if no interest has been paid or

duly provided for, from and including August 6, 2003, through but excluding the

date on which the principal hereof is paid or made available for payment.  If an Interest Payment Date falls on a day

that is not a Business Day, the interest payment to be made on such Interest

Payment Date will be made on the next succeeding Business Day with the same

force and effect as if made on such Interest Payment Date, and no additional

interest will accrue as a result of such delayed payment.  Interest will be computed on the basis of a

360-day year of twelve 30-day months.




 




2.             Method of Payment.




 




The interest payable on the

Securities, and punctually paid or duly provided for, on any Interest Payment

Date will, as provided in the Indenture, be paid to the person in whose name

this Security is registered at the close of business on the Regular Record

Date, which shall be the February 1 or August 1 (whether or not a Business Day)

immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for,

and any interest payable on such defaulted interest (to the extent lawful),

will forthwith cease to be payable to the Holder on such Regular Record Date

and shall be paid to the Person in whose name this Security is registered at

the close of business on a special record date for the payment of such

defaulted interest to be fixed by the Company, notice of which shall be given

to Holders not less than 15 days prior to such special record date.  Payment of the principal of and interest on

this Security will be made at the agency of the Issuers maintained for that

purpose in New York, New York and at any other office or agency maintained by

the Issuers for such purpose, 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; provided, however, that at the option of the

Issuers payment of interest may be made by check mailed to the address of the

person entitled thereto as such address shall appear in the Security register.




 




A-4





























 




3.             Paying Agent.




 




Initially, JPMorgan Chase

Bank (the “Trustee”) will act as Paying Agent, Registrar or co-Registrar.   The Issuers may change any Paying Agent,

without notice to the Holders of Securities. 

The Issuers or any of their Subsidiaries may act as Registrar or co-Registrar.




 




4.             Indenture.




 




This Security is one of a

duly authorized issue of Securities of the Issuers, designated as their 81/2%

Senior Subordinated Notes due 2011 (the “Securities”), issuable under an

indenture dated as of August 6, 2003 (the “Indenture”), among the Issuers, the

Guarantors party thereto from time to time and the Trustee.   Subject to compliance with the terms of the

Indenture, Additional Securities (as defined in the Indenture) may be issued

under the Indenture from time to time. 

The terms of the Securities include those stated in the Indenture and

those made part of the Indenture by the Trust Indenture Act of 1939 (the “Act”)

(15 U.S.  Code §§ 77aaa-77bbbb) as in

effect on the date of the Indenture and the date the Indenture is qualified

under the Act.  The Securities are

subject to all such terms, and Holders of Securities are referred to the

Indenture and the Act for a statement of them. 

Each Securityholder, by accepting a Security, agrees to be bound to all

of the terms and provisions of the Indenture, as the same may be amended from

time to time.  Payment on each Security

is guaranteed on a senior subordinated basis by the Guarantor pursuant to

Article Eleven of the Indenture.




 




The Securities are

subordinated in right of payment to all Senior Debt of the Issuers to the

extent and in the manner provided in the Indenture.  Each Holder of a Security, by accepting a Security, agrees to

such subordination, authorizes the Trustee to give effect to such subordination

and appoints the Trustee as attorney-in-fact for such purpose.




 




Capitalized terms contained

in this Security to the extent not defined herein shall have the meanings

assigned to them in the Indenture.




 




5.             Additional Amounts.




 




The Issuers will pay to the

Holders of Securities such Additional Amounts as may become payable under

Section 4.19 of the Indenture.




 




6.             Optional Redemption.




 




(a)           The Securities may be redeemed, in

whole or in part,  at any time prior

to  August 15, 2007 at the option of the

Company upon not less than 30 nor more than 60 days prior notice mailed to each

Holder’s registered address, at a redemption price equal to 100% of the

principal amount of the Securities redeemed plus the Applicable Premium as of,

and accrued and unpaid interest and Additional Interest, if any, to, the

applicable redemption date (subject to the right of Holders of record on the

relevant Record Date to receive interest due on the relevant interest payment

date).




 




A-5





























 




(b)           The Securities will be subject to

redemption, at the option of the Company, in whole or in part, at any time on

or after August 15, 2007 and prior to maturity at the following redemption

prices (expressed as percentages of principal amount) plus accrued and unpaid

interest and Additional Interest, if any, to but excluding the date fixed for

redemption (subject to the right of Holders of record on the relevant Record

Date to receive interest due on an interest payment date that is on or prior to

the date fixed for redemption), if redeemed during the 12-month period

beginning August 15 of the years indicated:




 




	

  Year


  	

   


  	

  Percentage


  	

   


  
	

  2007


  	

   


  	

  104.250


  	

   


  
	

  2008


  	

   


  	

  102.125


  	

   


  
	

  2009 and thereafter


  	

   


  	

  100.000


  	

   


  





 




(c)           In addition, prior to August 15,

2006, the Company may redeem up to 35% of the principal amount of the

Securities with the net cash proceeds received by the Company from one or more

public offerings of Capital Stock of the Company (other than Disqualified

Stock), at a redemption price (expressed as a percentage of the principal

amount) of 108.50% of the principal amount thereof, plus accrued and unpaid

interest and Additional Interest, if any, to the date fixed for redemption; provided,

however, that (1) at least 65% of the aggregate principal amount of the

Securities remains outstanding immediately after any such redemption (excluding

any Securities owned by the Company or any of its Affiliates), and (2) the

redemption occurs within 120 days of the date of the closing of the public

equity offering.




 




7.             Redemption for Changes in

Withholding Taxes.




 




Securities may be redeemed,

at the option of the Issuers, as a whole, but not in part (limited to

Securities with respect to which payment of an Additional Amount is or may be

required), at any time at a redemption price equal to the principal amount

thereof, together with accrued and unpaid interest and Additional Interest, if

any, to the date fixed for redemption and any Additional Amounts payable with

respect thereto, if the Issuers determine and certify to the Trustee

immediately prior to the giving of such notice that (i) they have or will

become obligated to pay Additional Amounts in respect of such Securities as a

result of any change in or amendment to the laws (or any regulations or rulings

promulgated thereunder) of The Netherlands or any relevant jurisdiction or any

political subdivision or taxing authority thereof or therein affecting

taxation, or any change in the official position regarding the application or

interpretation of such laws, regulations or rulings (including a holding by a

court of competent jurisdiction) which change, amendment, application or interpretation

becomes effective on or after the Issue Date and (ii) such obligation cannot be

avoided by the Issuers taking reasonable measures available to them, provided,

that no such notice of redemption shall be given earlier than 60 days prior to

the earliest date on which the Issuers would be obligated to pay such

Additional Amounts if a payment in respect of such Securities was then due.




 




A-6





























 




8.             Purchase upon Occurrence of a

Change of Control.




 




Within 30 days following the

date of the consummation of a transaction resulting in a Change of Control, the

Issuers (or any of them) will commence an offer to Purchase all outstanding

Securities at a purchase price in cash equal to 101% of their principal amount

plus accrued interest to the Purchase Date.




 




9.             Notice of Redemption.




 




The Issuers shall cause

notice of redemption to be mailed by first class mail at least 30 days but not

more than 60 days before the redemption date to each Holder of Securities to be

redeemed at his registered address.  The

Issuers will also comply with any notice requirement of the stock exchange or

exchanges on which the Securities are listed. 

Securities may be redeemed in amounts of $1,000 or an integral multiple

of $1,000.  On and after the redemption

date, interest ceases to accrue on those Securities or portions of them called

for redemption.




 




10.           Denominations; Transfer; Exchange.




 




The Securities are in

registered form without coupons in denominations of $1,000 and integral

multiples of $1,000.  The Global

Security will represent and will be denominated in an amount equal to the

aggregate principal amount of all the Securities issued and not yet

cancelled.  A Holder may transfer or

exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to

furnish appropriate endorsements and transfer documents and to pay any taxes

and fees required by law or permitted by the Indenture.  The Registrar need not transfer or exchange

any Securities during a period beginning on the opening of business 15 days

before the day Securities are selected for redemption and during such other

periods as are provided for in the Indenture.




 




11.           Persons Deemed Owners.




 




Except as provided in

paragraph 2, the Holder of this Security may be treated as the owner of this

Security for all purposes.




 




12.           Unclaimed Funds.




 




If funds for the payment of

principal or interest remain unclaimed for two years, the Trustee or Paying

Agent will repay the funds to the Issuers at their request.  After such repayment Holders of Securities

entitled to such funds must look to the Issuers for payment unless an abandoned

property law designates another Person.




 




13.           Discharge Prior to Redemption or

Maturity.




 




The Indenture will be

discharged and cancelled except for certain Sections thereof, subject to the

terms of the Indenture, upon the payment of all the Securities or upon the




 




A-7





























 




irrevocable deposit with the Trustee of funds

or United States Government Obligations sufficient for such payment or

redemption.




 




14.           Amendment; Supplement; Waiver.




 




Subject to certain

exceptions, the Indenture or the Securities may be amended or supplemented with

the consent of the Holders of at least a majority in principal amount of the

outstanding Securities, and any past default or compliance with any provision

may be waived with the consent of the Holders of a majority in principal amount

of the outstanding Securities.  Without

notice to or the consent of any Holder, the Issuers, the Guarantors and the

Trustee may amend or supplement the Indenture or the Securities to cure any

ambiguity, defect or inconsistency, or to make any change that does not

adversely affect the rights of any Holder of Securities.




 




15.           Restrictive Covenants.




 




The Securities are general

unsecured senior subordinated obligations of the Issuers.  The Indenture restricts, among other things,

the ability of the Issuers or any of their Subsidiaries to permit any Liens to

be imposed on their assets or to make certain payments and investments, limits

the Indebtedness which the Issuers and their Subsidiaries may incur and limits

the terms on which the Issuers may engage in Asset Dispositions.  The Issuers are also obligated under certain

circumstances to make an offer to purchase Securities with the net cash

proceeds of certain Asset Dispositions. 

The Company must report quarterly to the Trustee on compliance with

certain covenants in the Indenture.




 




16.           Successor Corporation.




 




Pursuant to the Indenture,

the ability of the Issuers and any Guarantor to consolidate with, merge with or

into or transfer their assets to another Person is conditioned upon certain

requirements, including certain financial requirements applicable to the

surviving Person.




 




17.           Defaults and Remedies.




 




If an Event of Default shall

occur and be continuing, the principal of all of the outstanding Securities,

plus all accrued and unpaid interest, if any, to the date the Securities become

due and payable, may be declared due and payable in the manner and with the

effect provided in the Indenture.




 




18.           Trustee Dealings with Issuers.




 




The Trustee in its

individual or any other capacity, may become the owner or pledgee of Securities

and make loans to, accept deposits from, and perform services for the Issuers

or their Affiliates, and may otherwise deal with the Issuers or their

Affiliates, as if it were not Trustee.




 




A-8





























 




19.           No Recourse Against Others.




 




A director, officer,

employee or stockholder, as such, of any Issuer or any Guarantor shall not have

any liability for any obligations of any Issuer or any Guarantor under the

Securities, the Guarantees or the Indenture or for any claim based on, in

respect of or by reason of such obligations or their creation.  Each Holder of a Security by accepting a

Security waives and releases all such liability.  The waiver and release are part of the consideration for the issue

of the Securities.




 




20.           Authentication.




 




This Security shall not be

valid until the Trustee signs the certificate of authentication on the other

side of this Security.




 




21.           CUSIP or ISIN Numbers.




 




Pursuant to a recommendation

promulgated by the Committee on Uniform Security Identification Procedures, the

Issuers have caused CUSIP and ISIN numbers to be printed on the Securities and

have directed the Trustee to use CUSIP and ISIN numbers in notices of

redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers

either as printed on the Securities or as contained in any notice of redemption

and reliance may be placed only on the other identification numbers placed

thereon.




 




22.           Abbreviations.




 




Customary abbreviations may

be used in the name of Securityholder 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).




 




23.           Registration Rights.




 




The Issuers and the

Guarantors have agreed pursuant to the terms of a registration rights agreement

(the “Registration Rights Agreement”), for the benefit of the holders of the

Securities, that the Issuers and the Guarantors will use their best efforts,

and at their cost, to file and cause to become effective a registration

statement with respect to a registered offer to exchange the Securities for an

issue of notes of the Issuers (the “Exchange Securities”) with terms identical

to the Securities, which Exchange Securities will be guaranteed by the

Guarantors with terms identical to the Guarantees.  Upon such registration statement being declared effective, the

Issuers shall offer the Exchange Securities in return for surrender of the

Securities.  In the event that (i) the registration

statement relating to the exchange offer is not filed with the SEC on or prior

to the 90th day following the Issue Date, (ii) such registration statement is

not declared effective by the SEC on or prior to the 180th day following the

Issue Date, or (iii) the exchange offer is not consummated on or before the

30th Business Day following the date of effectiveness of the registration 




 




A-9





























 




statement relating to the exchange offer

(each such event referred to in clauses (i) through (iii), a “Registration

Default”), then the Issuers will pay additional interest (in addition to the

interest otherwise due on the Securities) to each holder of Securities during

the first 90-day period immediately following the occurrence of each such

Registration Default in an amount equal to 0.25% per annum.  The amount of interest will increase by an

additional 0.25% per annum for each subsequent 90-day period until such

Registration Default is cured, up to a maximum amount of additional interest of

1.00% per annum.  Such additional

interest will be payable in the same manner and to the same Persons as the

interest otherwise due on the Securities and will cease accruing on such Securities

when the Registration Default has been cured.




 




24.           Governing Law.




 




The laws of the State of New

York shall govern the Indenture, this Security and the Guarantees without

regard to principles of conflicts of law.




 




The Company will furnish to

any Holder of record of Securities upon written request and without charge a

copy of the Indenture.




 




A-10





























 




[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]




 




SENIOR SUBORDINATED GUARANTEE




 




The Guarantor (as defined in

the Indenture referred to in the Security upon which this notation is endorsed)

hereby unconditionally guarantees on a senior subordinated basis (such

guarantee being referred to herein as the “Guarantee”) the due and punctual

payment of the principal of, premium, if any, and interest on the Securities,

whether at maturity, by acceleration or otherwise, the due and punctual payment

of interest on the overdue principal, premium and interest, if any, on the

Securities, and the due and punctual performance of all other obligations of

the Issuers to the Holders or the Trustee, all in accordance with the terms set

forth in Article Eleven of the Indenture.




 




The obligations of the

Guarantor to the Holders of Securities and to the Trustee pursuant to the

Guarantee and the Indenture are expressly set forth, and are expressly

subordinated and subject in right of payment to the prior payment in full of

all Guarantor Senior Debt, to the extent and in the manner provided, in Article

Twelve of the Indenture, and reference is hereby made to such Indenture for the

precise terms of the Guarantee therein made.




 




The Guarantee shall not be

valid or obligatory for any purpose until the certificate of authentication on

the Securities upon which the Guarantee is noted shall have been executed by

the Trustee under the Indenture by the manual signature of one of its

authorized officers.




 




This Guarantee shall be

governed by and construed in accordance with the laws of the State of New York

without regard to principles of conflicts of law.




 




A-11





























 




This Guarantee is subject to

release upon the terms set forth in the Indenture.




 




	

   


  	

  [GUARANTOR]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




A-12





























 




ASSIGNMENT FORM




 




If you the Holder want to

assign this Security, fill in the form below and have your signature

guaranteed:




 




I or we assign and transfer this Security to:




 




	

   


  
	

   


  
	

  (Print

  or type name, address and zip code


  
	

  and

  social security or tax ID number of assignee)


  





 




and irrevocably appoint

                                                                                                                                             

agent to transfer this Security on the books of the Issuers.  The agent may substitute another to act for

him.




 




	

  Dated:


  	

   


  	

  Signed:


  	

   


  	

   


  
	

   


  	

   


  	

  (Sign exactly as name

  appears on the other side of this Security)


  





 




 




	

  Signature Guarantee:


  	

   


  	

   


  
	

   


  	

  Commercial bank, trust

  company or member firm of the New York Stock


  Exchange


  





 




A-13





























 




OPTION OF HOLDER TO ELECT PURCHASE




 




If you the Holder want to elect to have this

Security purchased by the Issuers, check the box:  o




 




If you want to elect to have only part of

this Security purchased by the Issuers, state the amount: $

                       

($1,000 or an integral multiple thereof)




 




	

  Dated:


  	

   


  	

  Your

  signature:


  	

   


  	

   


  	

   


  
	

   


  
	

  Signature Guarantee:


  	

   


  	

   


  
	

   


  	

  Commercial bank, trust

  company or member firm of the


  New York Stock Exchange


  
								





 




[Insert

in Global Securities only]




 




Schedule

A




 




The initial principal amount of this Security

shall be

$             .  The following decreases/increases in the

principal amount of this Security have been made:




 




 




	

  Date of 


  Decrease/Increase


  	

   


  	

  Decrease

  in


  Principal Amount


  	

   


  	

  Increase

  in


  Principal Amount


  	

   


  	

  Principal

  Amount


  Following such


  Decrease/Increase


  	

   


  	

  Notation

  Made by


  or on Behalf of


  Registrar


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




A-14





























 




EXHIBIT B




 




[Insert in

Global Securities only - THIS SECURITY IS A GLOBAL SECURITY WITHIN

THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE

NAME OF A DEPOSITARY OR A NOMINEE THEREOF. 

THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY

REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE

REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE

THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]




 




THIS SECURITY MAY NOT BE OFFERED, TRANSFERRED

OR SOLD, WHETHER DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY,

OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES, WHETHER SITUATED IN OR OUTSIDE THE

NETHERLANDS, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF THEIR

PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES FIRMS, INVESTMENT

INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS

AND COMMERCIAL ENTERPRISES WHICH REGULARLY, AS AN ANCILLARY ACTIVITY, INVEST IN

SECURITIES).




 




EURAMAX

INTERNATIONAL, INC. 




EURAMAX

INTERNATIONAL HOLDINGS B.V.




 




CUSIP

NO.: 29843Q AB 8




ISIN:

US29843Q AB 86




 




 




 




No.




 




81/2%

SENIOR SUBORDINATED NOTE DUE 2011




 




Euramax International Inc.,

and Euramax International Holdings B.V. promise to pay to

[                          ]

or registered assigns the principal sum 

[Insert in Definitive Securities

- of

$                             ]

[Insert in Global Securities -

indicated in Schedule A hereto] on the Maturity Date of August 15, 2011.




 




Interest Payment Dates: February 15 and

August 15




 




Regular Record Dates: February 1 and August 1




 





























 




IN WITNESS WHEREOF, EURAMAX

INTERNATIONAL INC., and EURAMAX INTERNATIONAL HOLDINGS B.V.  have caused this instrument to be executed

in their respective corporate names by the manual or facsimile signatures of

their duly authorized officers.




 




	

   


  	

  EURAMAX INTERNATIONAL,

  INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EURAMAX INTERNATIONAL

  HOLDINGS B.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




B-2





























 




Dated:




 




Certificate

of Authentication:




 




This is one of the 81/2%

Senior Subordinated Notes due 2011 referred to in the within-mentioned

Indenture.




 




JPMorgan Chase Bank, as Trustee




 




 




	

  By


  	

   


  	

   


  
	

   


  	

  Authorized

  Officer


  	

   


  
	

   


  	

   


  	

   


  





 




B-3





























 




(REVERSE OF SECURITY)




 




EURAMAX INTERNATIONAL, INC.




EURAMAX INTERNATIONAL HOLDINGS B.V.




 




81/2% Senior Subordinated Note due 2011




 




1.             Interest.




 




Euramax International Inc.,

a corporation organized under the laws of Delaware (the “Company”), and Euramax

International Holdings B.V., a Dutch registered company (“Euramax B.V.” and together

with the Company, the “Issuers”), promise to pay interest at the rate of 81/2%

per annum on the principal amount of this Security semiannually on each

Interest Payment Date referred to on the face hereof commencing on February 15,

2004 until the principal hereof is paid or made available for payment.  Interest on the Securities will accrue from

and including the most recent date to which interest has been paid or duly

provided for, or if no interest has been paid or duly provided for, from and

including August 6, 2003, through but excluding the date on which the principal

hereof is paid or made available for payment. 

If an Interest Payment Date falls on a day that is not a Business Day,

the interest payment to be made on such Interest Payment Date will be made on

the next succeeding Business Day with the same force and effect as if made on

such Interest Payment Date, and no additional interest will accrue as a result

of such delayed payment.  Interest will

be computed on the basis of a 360-day year of twelve 30-day months.




 




2.             Method of Payment.




 




The interest payable on the

Securities, and punctually paid or duly provided for, on any Interest Payment

Date will, as provided in the Indenture, be paid to the person in whose name

this Security is registered at the close of business on the Regular Record

Date, which shall be the February 1 or August 1 (whether or not a Business Day)

immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for,

and any interest payable on such defaulted interest (to the extent lawful),

will forthwith cease to be payable to the Holder on such Regular Record Date

and shall be paid to the Person in whose name this Security is registered at

the close of business on a special record date for the payment of such

defaulted interest to be fixed by the Company, notice of which shall be given

to Holders not less than 15 days prior to such special record date.  Payment of the principal of and interest on

this Security will be made at the agency of the Issuers maintained for that

purpose in New York, New York and at any other office or agency maintained by

the Issuers for such purpose, 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; provided, however, that at the option of the

Issuers payment of interest may be made by check mailed to the address of the

person entitled thereto as such address shall appear in the Security register.




 




B-4





























 




3.             Paying Agent and Registrar.




 




Initially, JPMorgan Chase

Bank (the “Trustee”) will act as Paying Agent and Registrar.  The Issuers may change any Paying Agent,

Registrar or co-Registrar without notice to the Holders of Securities.  The Issuers or any of their Subsidiaries may

act as Registrar and co-Registrar.




 




4.             Indenture.




 




This Security is one of a

duly authorized issue of Securities of the Issuers, designated as their 81/2%

Senior Subordinated Notes due 2011 (the “Securities”), issuable under an

indenture dated as of August 6, 2003 (the “Indenture”), among the Issuers, the

Guarantors party thereto from time to time and the Trustee.  Subject to compliance with the terms of the Indenture,

Additional Securities (as defined in the Indenture) may be issued under the

Indenture from time to time.  The terms

of the Securities include those stated in the Indenture and those made part of

the Indenture by the Trust Indenture Act of 1939 (the “Act”) (15 U.S.  Code §§ 77aaa-77bbbb) as in effect on the

date of the Indenture and the date the Indenture is qualified under the

Act.  The Securities are subject to all

such terms, and Holders of Securities are referred to the Indenture and the Act

for a statement of them.  Each

Securityholder, by accepting a Security, agrees to be bound to all of the terms

and provisions of the Indenture, as the same may be amended from time to

time.  Payment on each Security is

guaranteed on a senior subordinated basis by the Guarantor pursuant to Article Eleven

of the Indenture.




 




The Securities are

subordinated in right of payment to all Senior Debt of the Issuers to the

extent and in the manner provided in the Indenture.  Each Holder of a Security, by accepting a Security, agrees to

such subordination, authorizes the Trustee to give effect to such subordination

and appoints the Trustee as attorney-in-fact for such purpose.




 




Capitalized terms contained

in this Security to the extent not defined herein shall have the meanings

assigned to them in the Indenture.




 




5.             Additional Amounts.




 




The Issuers will pay to the

Holders of Securities such Additional Amounts as may become payable under

Section 4.19 of the Indenture.




 




6.             Optional Redemption.




 




(a)           The Securities may be redeemed, in

whole or in part,  at any time prior

to  August 15, 2007 at the option of the

Company upon not less than 30 nor more than 60 days prior notice mailed to each

Holder’s registered address, at a redemption price equal to 100% of the

principal amount of the Securities redeemed plus the Applicable Premium as of,

and accrued and unpaid interest and Additional Interest, if any, to, the

applicable redemption date (subject to the 




 




B-5





























 




right of Holders of record

on the relevant Record Date to receive interest due on the relevant interest

payment date).




 




(b)           The Securities will be subject to

redemption, at the option of the Company, in whole or in part, at any time on

or after August 15, 2007 and prior to maturity at the following redemption

prices (expressed as percentages of principal amount) plus accrued and unpaid

interest and Additional Interest, if any, to but excluding the date fixed for

redemption (subject to the right of Holders of Securities of record on the

relevant Record Date to receive interest due on an interest payment date that

is on or prior to the date fixed for redemption), if redeemed during the

12-month period beginning August 15 of the years indicated:




 




	

  Year


  	

   


  	

  Percentage


  	

   


  
	

  2007


  	

   


  	

  104.250


  	

   


  
	

  2008


  	

   


  	

  102.125


  	

   


  
	

  2009 and thereafter


  	

   


  	

  100.000


  	

   


  





 




(c)           In addition, prior to August 15,

2006, the Company may redeem up to 35% of the principal amount of the

Securities with the net cash proceeds received by the Company from one or more

public offerings of Capital Stock of the Company (other than Disqualified

Stock), at a redemption price (expressed as a percentage of the principal

amount) of 108.50% of the principal amount thereof, plus accrued and unpaid

interest and Additional Interest, if any, to the date fixed for redemption; provided,

however, that (1) at least 65% of the aggregate principal amount of the

Securities remains outstanding immediately after any such redemption (excluding

any Securities owned by the Company or any of its Affiliates), and (2) the

redemption occurs within 120 days of the date of the closing of the public

equity offering.




 




7.             Redemption for Changes in

Withholding Taxes.




 




Securities may be redeemed,

at the option of the Issuers, as a whole, but not in part (limited to

Securities with respect to which payment of an Additional Amount is or may be

required), at any time at a redemption price equal to the principal amount

thereof, together with accrued and unpaid interest and Additional Interest, if

any, to the date fixed for redemption and any Additional Amounts payable with

respect thereto, if the Issuers determine and certify to the Trustee

immediately prior to the giving of such notice that (i) they have or will

become obligated to pay Additional Amounts in respect of such Securities as a

result of any change in or amendment to the laws (or any regulations or rulings

promulgated thereunder) of The Netherlands or any relevant jurisdiction or any

political subdivision or taxing authority thereof or therein affecting

taxation, or any change in the official position regarding the application or

interpretation of such laws, regulations or rulings (including a holding by a

court of competent jurisdiction) which change, amendment, application or

interpretation becomes effective on or after the Issue Date and (ii) such

obligation cannot be avoided by the Issuers taking reasonable measures

available to 




 




B-6





























 




them, provided, that no such notice of

redemption shall be given earlier than 60 days prior to the earliest date on

which the Issuers would be obligated to pay such Additional Amounts if a

payment in respect of such Securities was then due.




 




8.             Purchase upon Occurrence of a

Change of Control.




 




Within 30 days following the

date of the consummation of a transaction resulting in a Change of Control, the

Issuers (or any of them) will commence an Offer to Purchase all outstanding

Securities at a purchase price in cash equal to 101% of their principal amount

plus accrued interest to the Purchase Date.




 




9.             Notice of Redemption.




 




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 of Securities to be redeemed at his

registered address.  The Issuers will

also comply with any notice requirements of the stock exchange or exchanges on

which the Securities are then listed. 

Securities may be redeemed in amounts of $1,000 or an integral multiple

of $1,000.  On and after the redemption

date, interest ceases to accrue on those Securities or portions of them called

for redemption.




 




10.           Denominations; Transfer; Exchange.




 




The Securities are in

registered form without coupons in denominations of $1,000 and integral

multiples of $1,000.  The Global

Security will represent and will be denominated in an amount equal to the

aggregate principal amount of all the Securities issued and not yet

cancelled.  A Holder may transfer or

exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to

furnish appropriate endorsements and transfer documents and to pay any taxes

and fees required by law or permitted by the Indenture.  The Registrar need not transfer or exchange

any Securities during the period beginning on the opening of business 15 days

before the day Securities are selected for redemption and during such other

periods as are provided for in the Indenture.




 




11.           Persons Deemed Owners.




 




Except as provided in

paragraph 2, the Holder of this Security may be treated as the owner of this

Security for all purposes.




 




12.           Unclaimed Funds.




 




If funds for the payment of

principal or interest remain unclaimed for two years, the Trustee or Paying

Agent will repay the funds to the Issuers at their request.  After such repayment Holders of Securities

entitled to such funds must look to the Issuers for payment unless an abandoned

property law designates another Person.




 




B-7





























 




13.           Discharge Prior to Redemption or

Maturity.




 




The Indenture will be

discharged and cancelled except for certain Sections thereof, subject to the

terms of the Indenture, upon the payment of all the Securities or upon the

irrevocable deposit with the Trustee of funds or United States Government

Obligations sufficient for such payment or redemption.




 




14.           Amendment; Supplement; Waiver.




 




Subject to certain

exceptions, the Indenture or the Securities may be amended or supplemented with

the consent of the Holders of at least a majority in principal amount of the

outstanding Securities, and any past default or compliance with any provision

may be waived with the consent of the Holders of a majority in principal amount

of the outstanding Securities.  Without

notice to or the consent of any Holder, the Issuers, the Guarantors and the

Trustee may amend or supplement the Indenture or the Securities to cure any

ambiguity, defect or inconsistency, or to make any change that does not

adversely affect the rights of any Holder of Securities.




 




15.           Restrictive Covenants.




 




The Securities are general

unsecured senior subordinated obligations of the Issuers.  The Indenture restricts, among other things,

the ability of the Issuers or any of their Subsidiaries to permit any Liens to

be imposed on their assets or to make certain payments and investments, limits

the Indebtedness which the Issuers and their Subsidiaries may incur and limits

the terms on which the Issuers may engage in Asset Dispositions.  The Issuers are also obligated under certain

circumstances to make an offer to purchase Securities with the net cash

proceeds of certain Asset Dispositions. 

The Company must report quarterly to the Trustee on compliance with

certain covenants in the Indenture.




 




16.           Successor Corporation.




 




Pursuant to the Indenture,

the ability of the Issuers and any Guarantor to consolidate with, merge with or

into or transfer their assets to another Person is conditioned upon certain

requirements, including certain financial requirements applicable to the

surviving Person.




 




17.           Defaults and Remedies.




 




If an Event of Default shall

occur and be continuing, the principal of all of the outstanding Securities,

plus all accrued and unpaid interest, if any, to the date the Securities become

due and payable, may be declared due and payable in the manner and with the

effect provided in the Indenture.




 




B-8





























 




18.           Trustee Dealings with Issuers.




 




The Trustee in its

individual or any other capacity, may become the owner or pledgee of Securities

and make loans to, accept deposits from, and perform services for the Issuers

or their Affiliates, and may otherwise deal with the Issuers or their

Affiliates, as if it were not Trustee.




 




19.           No Recourse Against Others.




 




A director, officer,

employee or stockholder, as such, of any Issuer or any Guarantor shall not have

any liability for any obligations of any Issuer or any Guarantor under the

Securities, the Guarantees or the Indenture or for any claim based on, in

respect of or by reason of such obligations or their creation.  Each Holder of a Security by accepting a

Security waives and releases all such liability.  The waiver and release are part of the consideration for the

issue of the Securities.




 




20.           Authentication.




 




This Security shall not be

valid until the Trustee signs the certificate of authentication on the other

side of this Security.




 




21.           Abbreviations.




 




Customary abbreviations may

be used in the name of Securityholder 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).




 




22.           CUSIP or ISIN Numbers.




 




Pursuant to a recommendation

promulgated by the Committee on Uniform Security Identification Procedures, the

Issuers have caused CUSIP and ISIN numbers to be printed on the Securities and

have directed the Trustee to use CUSIP and ISIN numbers in notices of

redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers

either as printed on the Securities or as contained in any notice of redemption

and reliance may be placed only on the other identification numbers placed

thereon.




 




23.           Governing Law.




 




The laws of the State of New

York shall govern the Indenture, this Security and the Guarantees without

regard to principles of conflicts of law.




 




The Company will furnish to

any Holder of record of Securities upon written request and without charge a

copy of the Indenture.




 




B-9





























 




[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]




 




SENIOR SUBORDINATED GUARANTEE




 




The Guarantor (as defined in

the Indenture referred to in the Security upon which this notation is endorsed)

hereby unconditionally guarantees on a senior subordinated basis (such

guarantee being referred to herein as the “Guarantee”) the due and punctual

payment of the principal of, premium, if any, and interest on the Securities,

whether at maturity, by acceleration or otherwise, the due and punctual payment

of interest on the overdue principal, premium and interest, if any, on the

Securities, and the due and punctual performance of all other obligations of

the Issuers to the Holders or the Trustee, all in accordance with the terms set

forth in Article Eleven of the Indenture.




 




The obligations of the

Guarantor to the Holders of Securities and to the Trustee pursuant to the

Guarantee and the Indenture are expressly set forth, and are expressly

subordinated and subject in right of payment to the prior payment in full of

all Guarantor Senior Debt, to the extent and in the manner provided, in Article

Twelve of the Indenture, and reference is hereby made to such Indenture for the

precise terms of the Guarantee therein made.




 




The Guarantee shall not be

valid or obligatory for any purpose until the certificate of authentication on

the Securities upon which the Guarantee is noted shall have been executed by

the Trustee under the Indenture by the manual signature of one of its

authorized officers.




 




B-10





























 




This Guarantee shall be

governed by and construed in accordance with the laws of the State of New York

without regard to principles of conflicts of law.




 




This Guarantee is subject to

release upon the terms set forth in the Indenture.




 




	

   


  	

  [GUARANTOR]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  





 




B-11





























 




ASSIGNMENT FORM




 




If you the Holder want to

assign this Security, fill in the form below and have your signature

guaranteed:




 




I or we assign and transfer this Security to:




 




	

   


  
	

   


  
	

  (Print

  or type name, address and zip code


  
	

  and

  social security or tax ID number of assignee)


  





 




and irrevocably appoint

                                                                                                                                             

agent to transfer this Security on the books of the Issuers.  The agent may substitute another to act for

him.




 




	

  Dated:


  	

   


  	

  Signed:


  	

   


  	

   


  
	

   


  	

   


  	

  (Sign exactly as name

  appears on the other


  side of this Security)


  





 




 




	

  Signature Guarantee:


  	

   


  	

   


  
	

   


  	

  Commercial bank, trust

  company or member firm of the New York Stock


  Exchange


  





 




B-12





























 




OPTION OF HOLDER TO ELECT PURCHASE




 




If you the Holder want to elect to have this

Security purchased by the Issuers, check the box:  o




 




If you want to elect to have only part of

this Security purchased by the Issuers, state the amount: $

                       

($1,000 or an integral multiple thereof)




 




	

  Dated:


  	

   


  	

  Your

  signature:


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  (Sign exactly as name

  appears on the other


  side of this Security)


  	

   


  
	

   


  
	

  Signature Guarantee:


  	

   


  	

   


  
	

   


  	

  Commercial bank, trust

  company or member firm of the New York Stock


  Exchange


  
								





 




[Insert

in Global Securities only]




 




Schedule

A




 




The initial principal amount of this Security

shall be

$             .  The following decreases/increases in the

principal amount of this Security have been made:




 




 




	

  Date of 


  Decrease/Increase


  	

   


  	

  Decrease

  in


  Principal Amount


  	

   


  	

  Increase

  in


  Principal Amount


  	

   


  	

  Principal

  Amount


  Following such


  Decrease/Increase


  	

   


  	

  Notation

  Made by


  or on Behalf of


  Registrar


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




B-13





























 




EXHIBIT C




 




FORM OF CERTIFICATE OF TRANSFER




 




Euramax International, Inc.


Euramax International Holdings B.V.


5445 Triangle Parkway, Suite 350


Norcross, GA  30092




 




Attention:




 




[Name and Address of Registrar]




 




[CHECK ONE IF TRANSFEROR IS AN INSTITUTIONAL

ACCREDITED INVESTOR (AND NOT A QIB)]




 




The Transferor hereof hereby certifies that

this Transfer is being made through the initial purchaser through which the

Holder acquired the Securities or Book-Entry Interests so transferred.  The initial purchaser through which this

Transfer is being made, and that is receiving this certificate, is:




 




o                    UBS Securities LLC


299 Park Avenue


New York, New York 10171




 




o                    Banc of America Securities LLC


9 West 57th Street


New York, New York 10019




 




o                    Other


c/o UBS Securities LLC


299 Park Avenue


New York, New York 10171




 




 




Re:  81/2%

Senior Subordinated Notes due 2011




 




Reference is hereby made to

the Indenture, dated as of August 6, 2003 (the “Indenture”), between

Euramax International, Inc. and Euramax International Holdings B.V., as issuers






 





























 




(the “Issuers”), the Guarantors named

therein, and JPMorgan Chase Bank, 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 Security[s] or

interest in such Security[s] specified in Annex A hereto, in the principal

amount of $          in such

Security[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:




 




1.  o  Check if Transferee will take delivery of Book-Entry

Interests in the 144A Global Security or Definitive Securities 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 Book-Entry

Interests or Definitive Securities are being transferred to a Person that the

Transferor reasonably believes is purchasing the Book-Entry Interests or

Definitive Securities 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 Book-Entry Interest or Definitive Security will be

subject to the restrictions on transfer enumerated in the Securities Act legend

printed on the 144A Global Security and/or the Definitive Security and in the

Indenture and the Securities Act.




 




2.  o  Check if Transferee will take delivery of Book-Entry

Interests in the Regulation S Global Security or Definitive Securities pursuant

to Regulation S.  The

Transfer is being effected pursuant to and in accordance with Rule 903 or 904

under the Securities Act and, accordingly, the Transferor hereby further

certifies that (i) the Transfer is not being made to a person in the United

States and (x) at the time the buy order was originated, the Transferee was

outside the United States or such Transferor and any Person acting on its

behalf reasonably believed and believes that the Transferee was outside the

United States or (y) the transaction was executed in, on or through the

facilities of a designated offshore securities market and neither such

Transferor nor any Person acting on its behalf knows that the transaction was

prearranged with a buyer in the United States, (ii) no directed selling efforts

have been made in contravention of the requirements of Rule 904(b) of

Regulation S under the Securities Act and (iii) the transaction is not part of

a plan or scheme to evade the registration requirements of the Securities

Act.  Upon consummation of the proposed

transfer in accordance with the terms of the Indenture, the transferred

Book-Entry Interest or Definitive Security will be subject to the restrictions on

Transfer enumerated in the Securities Act legend printed on the Regulation S

Global Security and/or the Definitive Security and in the Indenture and the

Securities Act.




 




C-2





























 




3.  o  Check and complete if Transferee will take delivery of

Book-Entry Interests in the IAI Global Security or Definitive Securities

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 Book-Entry Interests in Initial Global Securities and Definitive

Securities bearing the Securities Act legend and pursuant to and in accordance

with the Securities Act, 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;




 




(b)  o  such Transfer is being effected to the

Company or a Subsidiary thereof;




 




(c)  o  such Transfer is being effected pursuant to

an effective registration statement under 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 903 or 904, and the Transfer hereby further certifies that the Transfer

complies with the transfer restrictions applicable to Book-Entry Interests in

an Initial Global Security or Definitive Securities bearing the Securities Act

legend and the requirements of the exemption claimed, which certification is

supported by (x) if such Transfer is in respect of a principal amount of

Securities at the time of Transfer of $250,000 or more, a certificate executed

by the Transferee in the form of Exhibit D to the Indenture, or (y) if such Transfer

is in respect of a principal amount of Securities at the time of transfer of

less than $250,000, (1) a certificate executed by the Transferee in the form of

Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the

Transferor or the Transferee (a copy of which the Transferor has attached to

this certification), to the effect that such Transfer is in compliance with the

Securities Act.  Upon consummation of

the proposed transfer in accordance with the terms of the Indenture, the transferred

Book-Entry Interest or Definitive Security will be subject to the restrictions

on transfer enumerated in the Securities Act legend printed on the IAI Global

Security and/or the Definitive Securities and in the Indenture and the

Securities Act.




 




4.  o  Check if Transferee will take delivery of Book-Entry

Interests in the Unrestricted Global Security or in Definitive Securities that

do not bear the Securities Act legend.




 




(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 (ii) the

restrictions on transfer contained in the Indenture and the Securities Act

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

Book-Entry Interests or Definitive Securities will no longer be subject to the

restrictions on transfer enumerated in the Securities Act legend printed on the

Initial Global Securities, on Definitive Securities bearing the Securities Act

legend and in the Indenture.




 




C-3





























 




(b)  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

and in compliance with the transfer restrictions contained in the Indenture and

(ii) the restrictions on transfer contained in the Indenture and the Securities

Act 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

Book-Entry Interests or Definitive Securities will not be subject to the

restrictions on transfer enumerated in the Securities Act legend printed on the

Initial Global Securities or Definitive Securities bearing the Securities Act

legend and in the Indenture.




 




This certificate and the

statements contained herein are made for your benefit and the benefit of the

Issuers.




 




 




	

   


  	

   


  	

   


  
	

   


  	

  [Insert Name of

  Transferor]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Dated:


  	

   


  	

   


  	

   


  	

   


  
							





 




C-4





























 




FORM OF ANNEX A TO CERTIFICATE


OF TRANSFER




 




1.             The

Transferor owns and proposes to transfer the following:




 




[CHECK

ONE OF (a) OR (b)]




 




(a)           o 

Book-Entry Interests in the




 




(i)            o  144A Global Security (CUSIP

                 ),

or




 




(ii)           o 

Regulation S Global Security (ISIN

                ),

or




 




 (iii)          o  IAI

Global Security (CUSIP

                 );

or




 




(b)           o 

Definitive Security.




 




2.             That

the Transferee will hold:




 




[CHECK

ONE]




 




(a)           o 

Book-Entry Interests in the:




 




(i)            o  144A Global Security (CUSIP

               ),

or




 




(ii)           o 

Regulation S Global Security (ISIN

              ),

or




 




(iii) o  IAI

Global Security (CUSIP

               ),

or




 




(iv)          o 

Unrestricted Global Security (CUSIP

             );

or




 




(b)           o  Definitive

Securities that bear the Securities Act Legend;




 




(c)           o 

Definitive Security that does not bear the Securities Act Legend;




 




in accordance with the terms of the

Indenture.




 




 





























 




EXHIBIT D




 




FORM OF CERTIFICATE FROM


ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




 




Euramax International, Inc.


Euramax International Holdings B.V.


5445 Triangle Parkway, Suite 350


Norcross, GA  30092




 




Attention:


[Name and Address of Registrar]




 




[CHECK INITIAL PURCHASER THROUGH WHICH NOTES

OR BOOK-ENTRY INTERESTS ARE BEING ACQUIRED]




 




o                    UBS Securities LLC


299 Park Avenue


New York, New York 10171




 




o                    Banc of America Securities LLC


9 West 57th Street


New York, New York 10019




 




o                    Other


c/o UBS Securities LLC


299 Park Avenue


New York, New York 10171




 




Re:  81/2% Senior

Subordinated Notes due 2011




 




Reference is hereby made to

the Indenture, dated as of August 6, 2003 (the “Indenture”), among

Euramax International, Inc. and Euramax International Holdings B.V., as issuers

(the “Issuers”), the Guarantors named therein and JPMorgan Chase Bank 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)           o 

Book-Entry Interests, or




 




(b)           o  Definitive

Securities,




 




we confirm that:




 




1.             We understand that any subsequent transfer of the

Securities or any interest therein is subject to certain restrictions and

conditions set forth in the Indenture and the undersigned agrees to be bound

by, and not to resell, pledge or otherwise transfer the Securities or any

interest therein except in compliance with, such restrictions and conditions

and the Securities Act of 1933, as amended (the “Securities Act”).




 




2.             We understand that the offer and sale of the Securities

have not been registered under the Securities Act, and that the Securities and

any interest therein may not be offered or sold except as permitted in the

following sentence.  We agree, on our

own behalf and on behalf of any accounts for which we are acting as hereinafter

stated, that if we should sell the Securities or any interest therein, we will

do so by making such sale through the Initial Purchasers through which we

acquired such Securities or such interest, and only (A) to the Company or any subsidiary

thereof, (B) in accordance with Rule 144A under the Securities Act to a

“qualified institutional buyer” (as defined therein), (C) to an institutional

“accredited investor” (as defined below) that, prior to such transfer,

furnishes (or has furnished on its behalf by a U.S.  broker-dealer) to you and to the Company a signed letter

substantially in the form of this letter and, if such transfer is in respect of

a principal amount of Securities, at the time of transfer of less than $250,000

an Opinion of Counsel in form reasonably acceptable to the Company to the

effect that such transfer is in compliance with the Securities Act, (D) outside

the United States in accordance with Rule 903 or 904 of Regulation S under the

Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities

Act or (F) pursuant to an effective registration statement under the Securities

Act, and we further agree to provide to any person purchasing the Securities or

Book-Entry Interests from us a notice advising such purchaser that resales

thereof are restricted as stated herein.




 




3.             We understand that, on any proposed resale of the

Securities or Book-Entry Interests, we will be required to furnish to you and

the Company such certifications, legal opinions and other information as you

and the Company may reasonably require to confirm that the proposed sale

complies with the foregoing restrictions. 

We further understand that the Securities purchased by us will bear a

legend to the foregoing effect.  We

further understand that any subsequent transfer by us of the Securities or

Book-Entry Interests therein acquired by us must be effected through one of the

Initial Purchasers.




 




4.             We are an institutional “accredited investor” (as

defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities

Act) and have such knowledge and experience in financial and business matters

as to be capable of evaluating the merits and risks of our investment in the

Securities, and we and any accounts for which we are acting are each able to

bear the economic risk of our or its investment.




 




D-2





























 




5.             We are acquiring the Securities or Book-Entry Interests

purchased by us for our own account or for one or more accounts (each of which

is an institutional “accredited investor”) as to each of which we exercise sole

investment discretion.




 




D-3





























 




You and the Issuers 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.




 




 




	

   


  	

   


  	

   


  
	

   


  	

  [Insert Name of Accredited

  Investor]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Dated:


  	

   


  	

   


  	

   


  	

   


  
							





 




D-4





























 




EXHIBIT E




 




FORM OF CERTIFICATE OF EXCHANGE




 




Euramax International, Inc.


Euramax International Holdings B.V.


5445 Triangle Parkway, Suite 350


Norcross, GA  30092




 




Attention:




 




[Name and Address of Registrar]




 




[CHECK ONE IF HOLDER IS AN INSTITUTIONAL

ACCREDITED INVESTOR (AND NOT A QIB)]




 




The Initial Purchaser through which the

Holder acquired the Securities or Book-Entry Interests, and that is receiving

this certificate, is




 




o                    UBS Securities LLC


299 Park Avenue


New York, New York 10171




 




o                    Banc of America Securities LLC


9 West 57th Street


New York, New York 10019




 




o                    Other


c/o UBS Securities LLC


299 Park Avenue


New York, New York 10171




 




Re:                               81/2% Senior

Subordinated Notes due 2011


(CUSIP

                         )




 




Reference is hereby made to

the Indenture, dated as of August 6, 2003 (the “Indenture”), between

Euramax International, Inc. and Euramax International Holdings B.V., as issuers

(the “Issuers”), the Guarantors named therein and JPMorgan Chase Bank,

as trustee.  Capitalized terms used but

not defined herein shall have the meanings given to them in the Indenture.




 





























 




                         

(the “Holder”) owns and proposes to exchange the Security[s] or interest

in such Security[s] specified herein, in the principal amount of

$            in such

Security[s] or interests (the “Exchange”).  In connection with the Exchange, the Holder hereby certifies

that:




 




1.             Exchange

of Restricted Definitive Securities or Restricted Book-Entry Interests for Definitive

Securities that do not bear the Securities Act legend or Unrestricted

Book-Entry Interests




 




(a)           o   Check if Exchange is from Restricted

Book-Entry Interest to Unrestricted Book-Entry Interest.  In connection with the Exchange of the

Holder’s Restricted Book-Entry Interest for Unrestricted Book-Entry Interests

in an equal principal amount, the Holder hereby certifies (i) the Unrestricted

Book-Entry Interests are being acquired for the Holder’s own account without

transfer, (ii) such Exchange has been effected in compliance with the transfer

restrictions applicable to the Global Securities and pursuant to and in

accordance with the United States Securities Act of 1933, as amended (the “Securities

Act”) and (iii) the restrictions on transfer contained in the Indenture and

the Securities Act legend are not required in order to maintain compliance with

the Securities Act.




 




(b)           o  Check if Exchange is from Restricted Book-Entry Interest to

Definitive Securities that do not bear the Securities Act legend.  In

connection with the Exchange of the Holder’s Restricted Book-Entry Interests

for Definitive Securities that do not bear the Securities Act legend, the

Holder hereby certifies (i) the Definitive Securities are being acquired for

the Holder’s own account without transfer, (ii) such Exchange has been effected

in compliance with the transfer restrictions applicable to the Initial Global

Securities and pursuant to and in accordance with the Securities Act, and (iii)

the restrictions on transfer contained in the Indenture and the Securities Act

legend are not required in order to maintain compliance with the Securities

Act.




 




(c)           o  Check if Exchange is from Restricted Definitive Securities to

Unrestricted Book-Entry Interests.  In connection with the

Holder’s Exchange of Restricted Definitive Securities for Unrestricted

Book-Entry Interests, (i) the Unrestricted Book-Entry Interests are being

acquired for the Holder’s own account without transfer, (ii) such Exchange has

been effected in compliance with the transfer restrictions applicable to

Restricted Definitive Securities and pursuant to and in accordance with the

Securities Act and (iii) the restrictions on transfer contained in the

Indenture and the Securities Act legend are not required in order to maintain

compliance with the Securities Act.




 




(d)           o   Check if Exchange is from Restricted

Definitive Securities to Definitive Securities that do not bear the Securities

Act legend.  In

connection with the Holder’s Exchange of a Restricted Definitive Security for Definitive

Securities that do not bear the Securities Act legend, the Holder hereby

certifies (i) the Definitive Securities that do not bear the Securities Act

legend are being acquired for the Holder’s own account without transfer, (ii)

such Exchange has been effected in compliance with the transfer restrictions

applicable to Restricted Definitive 




 




E-2





























 




Securities and pursuant to and in accordance

with the Securities Act and (iii) the restrictions on transfer contained in the

Indenture and the Securities Act legend are not required in order to maintain

compliance with the Securities Act.




 




2.  Exchange of

Restricted Definitive Securities or Restricted Book-Entry Interests for

Restricted Definitive Securities or Restricted Book-Entry Interests




 




(a)           o   Check if Exchange is from Restricted

Book-Entry Interests to Restricted Definitive Security.  In connection with the Exchange of the

Holder’s Restricted Book-Entry Interest for Restricted Definitive Securities with

an equal principal amount, (i) the Restricted Definitive Securities are being

acquired for the Holder’s own account without transfer and (ii) such Exchange

has been effected in compliance with the transfer restrictions applicable to

the Initial Global Securities and pursuant to and in accordance with the

Securities Act.  Upon consummation of

the proposed Exchange in accordance with the terms of the Indenture, the

Restricted Definitive Securities issued will be subject to the restrictions on

transfer enumerated in the Securities Act legend printed on the Restricted

Definitive Securities and in the Indenture and the Securities Act.




 




(b)           o   Check if Exchange is from Restricted

Definitive Securities to Restricted Book-Entry Interests.  In connection with the Exchange of the

Holder’s Restricted Definitive Security for Restricted Book-Entry Interests in

the [CHECK ONE] o 144A Global Security, o Regulation S Global Security, o IAI Global Security with an equal principal

amount, (i) the Restricted Book-Entry Interests are being acquired for the

Holder’s own account without transfer and (ii) such Exchange has been effected

in compliance with the transfer restrictions applicable to the Restricted

Definitive Security and pursuant to and in accordance with the Securities

Act.  Upon consummation of the proposed

Exchange in accordance with the terms of the Indenture, the Restricted

Book-Entry Interests issued will be subject to the restrictions on transfer

enumerated in the Securities Act legend printed on the Restricted Definitive

Securities and in the Indenture and the Securities Act.




 




This certificate and the

statements contained herein are made for your benefit and the benefit of the

Issuers.




 




	

   


  	

   


  	

   


  
	

   


  	

  [Insert Name of Holder]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

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  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Dated:


  	

   


  	

   


  	

   


  	

   


  
							





 




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