Unassociated Document


    Execution
Version

     

      
        

      

    

     

    AEROFLEX
INCORPORATED

     

    AND EACH
OF THE GUARANTORS PARTY HERETO

     

    11.75%
SENIOR NOTES DUE 2015

     

      
        

      

    

    


    INDENTURE

     

    Dated as
of August 7, 2008

     

    
      

    

     

    The Bank
of New York Mellon

     

    Trustee

     

    
      

    

     

    
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CROSS-REFERENCE
TABLE*

    

      
        	
                Trust
      Indenture

                Act
    Section

              	 	
                Indenture Section

              
	
                310(a)(1)

              	 	
                7.10

              
	
                      (a)(2)

              	 	
                7.10

              
	
                      (a)(3)

              	 	
                N.A.

              
	
                      (a)(4)

              	 	
                N.A.

              
	
                      (a)(5)

              	 	
                7.10

              
	
                      (b)

              	 	
                7.10

              
	
                      (c)

              	 	
                N.A.

              
	
                311(a)

              	 	
                7.11

              
	
                      (b)

              	 	
                7.11

              
	
                      (c)

              	 	
                N.A.

              
	
                312(a)

              	 	
                2.05

              
	
                      (b)

              	 	
                12.03

              
	
                      (c)

              	 	
                12.03

              
	
                313(a)

              	 	
                7.06

              
	
                      (b)(2)

              	 	
                7.06;
      7.07

              
	
                      (c)

              	 	
                7.06;
      12.02

              
	
                      (d)

              	 	
                7.06

              
	
                314(a)

              	 	
                4.03;12.02;
      12.05

              
	
                      (c)(1)

              	 	
                12.04

              
	
                      (c)(2)

              	 	
                12.04

              
	
                      (c)(3)

              	 	
                N.A.

              
	
                      (e)

              	 	
                12.05

              
	
                      (f)

              	 	
                N.A.

              
	
                315(a)

              	 	
                7.01

              
	
                      (b)

              	 	
                7.05;
      12.02

              
	
                      (c)

              	 	
                7.01

              
	
                      (d)

              	 	
                7.01

              
	
                      (e)

              	 	
                6.11

              
	
                316(a)
      (last sentence)

              	 	
                2.09

              
	
                      (a)(1)(A)

              	 	
                6.05

              
	
                      (a)(1)(B)

              	 	
                6.04

              
	
                      (a)(2)

              	 	
                N.A.

              
	
                      (b)

              	 	
                6.07

              
	
                      (c)

              	 	
                2.12

              
	
                317(a)(1)

              	 	
                6.08

              
	
                      (a)(2)

              	 	
                6.09

              
	
                      (b)

              	 	
                2.04

              
	
                318(a)

              	 	
                12.01

              
	
                      (b)

              	 	
                N.A.

              
	
                      (c)

              	 	
                12.01

              


      

    

     

    N.A.
means not applicable.

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE OF
CONTENTS

     

    ARTICLE
1

    DEFINITIONS
AND INCORPORATION

    BY
REFERENCE

     

    
      	
              Section
      1.01

            	 	
              Definitions.

            	 	
              1

            
	
              Section
      1.02

            	 	
              Other
      Definitions.

            	 	
              34

            
	
              Section
      1.03

            	 	
              Incorporation
      by Reference of Trust Indenture Act.

            	 	
              35

            
	
              Section
      1.04

            	 	
              Rules
      of Construction.

            	 	
              35

            
	 	 	 
	
              ARTICLE
      2

            	 	 
	
              THE
      NOTES

            	 	 
	 	 	 	 	 
	
              Section
      2.01

            	 	
              Form
      and Dating.

            	 	
              35

            
	
              Section
      2.02

            	 	
              Execution
      and Authentication.

            	 	
              37

            
	
              Section
      2.03

            	 	
              Registrar
      and Paying Agent.

            	 	
              37

            
	
              Section
      2.04

            	 	
              Paying
      Agent to Hold Money in Trust.

            	 	
              37

            
	
              Section
      2.05

            	 	
              Holder
      Lists.

            	 	
              38

            
	
              Section
      2.06

            	 	
              Transfer
      and Exchange.

            	 	
              38

            
	
              Section
      2.07

            	 	
              Replacement
      Notes.

            	 	
              50

            
	
              Section
      2.08

            	 	
              Outstanding
      Notes.

            	 	
              50

            
	
              Section
      2.09

            	 	
              Treasury
      Notes.

            	 	
              51

            
	
              Section
      2.10

            	 	
              Temporary
      Notes.

            	 	
              51

            
	
              Section
      2.11

            	 	
              Cancellation.

            	 	
              51

            
	
              Section
      2.12

            	 	
              Defaulted
      Interest.

            	 	
              51

            
	
              Section
      2.13

            	 	
              CUSIP
      Numbers.

            	 	
              52

            
	 	 	 
	
              ARTICLE
      3

            	 	 
	
              REDEMPTION
      AND PREPAYMENT

            	 	 
	 	 	 	 	 
	
              Section
      3.01

            	 	
              Notices
      to Trustee.

            	 	
              52

            
	
              Section
      3.02

            	 	
              Selection
      of Notes to Be Redeemed or Purchased.

            	 	
              52

            
	
              Section
      3.03

            	 	
              Notice
      of Purchase or Redemption.

            	 	
              53

            
	
              Section
      3.04

            	 	
              Effect
      of Notice of Purchase or Redemption.

            	 	
              54

            
	
              Section
      3.05

            	 	
              Deposit
      of Redemption or Purchase Price.

            	 	
              54

            
	
              Section
      3.06

            	 	
              Notes
      Redeemed or Purchased in Part.

            	 	
              54

            
	
              Section
      3.07

            	 	
              Optional
      Redemption.

            	 	
              54

            
	
              Section
      3.08

            	 	
              Mandatory
      Redemption.

            	 	
              55

            
	
              Section
      3.09

            	 	
              Offer
      to Purchase by Application of Excess Proceeds.

            	 	
              55

            
	 	 	
               

            
	
              ARTICLE
      4

            	 	 
	
              COVENANTS

            	 	 
	 	 	 	 	 
	
              Section
      4.01

            	 	
              Payment
      of Notes.

            	 	
              57

            
	
              Section
      4.02

            	 	
              Maintenance
      of Office or Agency.

            	 	
              58

            
	
              Section
      4.03

            	 	
              Reports.

            	 	
              58

            
	
              Section
      4.04

            	 	
              Compliance
      Certificate.

            	 	
              60

            
	
              Section
      4.05

            	 	
              Taxes.

            	 	
              60

            
	
              Section
      4.06

            	 	
              Stay,
      Extension and Usury Laws.

            	 	
              60

            
	
              Section
      4.07

            	 	
              Restricted
      Payments.

            	 	
              60

            
	
              Section
      4.08

            	 	
              Dividend
      and Other Payment Restrictions Affecting Subsidiaries.

            	 	
              65

            
	
              Section
      4.09

            	 	
              Incurrence
      of Indebtedness and Issuance of Preferred Stock.

            	 	
              67

            
	
              Section
      4.10

            	 	
              Asset
      Sales.

            	 	
               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Section
      4.11

            	 	
              Transactions
      with Affiliates.

            	 	
              74

            
	
              Section
      4.12

            	 	
              Liens.

            	 	
              
                76

              

            
	
              Section
      4.13

            	 	
              Business
      Activities.

            	 	
              
                77

              

            
	
              Section
      4.14

            	 	
              Corporate
      Existence.

            	 	
              
                77

              

            
	
              Section
      4.15

            	 	
              Offer
      to Repurchase Upon Change of Control.

            	 	
              
                77

              

            
	
              Section
      4.16

            	 	
              Reserved.

            	 	
              
                79

              

            
	
              Section
      4.17

            	 	
              Payments
      for Consent.

            	 	
              
                79

              

            
	
              Section
      4.18

            	 	
              Additional
      Note Guarantees.

            	 	
              
                79

              

            
	
              Section
      4.19

            	 	
              Designation
      of Restricted and Unrestricted Subsidiaries.

            	 	
              
                79

              

            
	 	 	 
	
              ARTICLE
      5

            	 	 
	
              SUCCESSORS

            	 	 
	 	 	 	 	 
	
              Section
      5.01

            	 	
              Merger,
      Consolidation, or Sale of Assets.

            	 	
              
                80

              

            
	
              Section
      5.02

            	 	
              Successor
      Corporation Substituted.

            	 	
              
                81

              

            
	 	 	 
	
              ARTICLE
      6

            	 	 
	
              DEFAULTS
      AND REMEDIES

            	 	 
	 	 	 	 	 
	
              Section
      6.01

            	 	
              Events
      of Default.

            	 	
              
                82

              

            
	
              Section
      6.02

            	 	
              Acceleration.

            	 	
              
                83

              

            
	
              Section
      6.03

            	 	
              Other
      Remedies.

            	 	
              
                84

              

            
	
              Section
      6.04

            	 	
              Waiver
      of Past Defaults.

            	 	
              
                84

              

            
	
              Section
      6.05

            	 	
              Control
      by Majority.

            	 	
              
                84

              

            
	
              Section
      6.06

            	 	
              Limitation
      on Suits.

            	 	
              
                84

              

            
	
              Section
      6.07

            	 	
              Rights
      of Holders of Notes to Receive Payment.

            	 	
              
                85

              

            
	
              Section
      6.08

            	 	
              Collection
      Suit by Trustee.

            	 	
              
                85

              

            
	
              Section
      6.09

            	 	
              Trustee
      May File Proofs of Claim.

            	 	
              
                85

              

            
	
              Section
      6.10

            	 	
              Priorities.

            	 	
              
                86

              

            
	
              Section
      6.11

            	 	
              Undertaking
      for Costs.

            	 	
              
                86

              

            
	 	 	
               

            
	
              ARTICLE
      7

            	 	 
	
              TRUSTEE

            	 	 
	 	 	 	 	 
	
              Section
      7.01

            	 	
              Duties
      of Trustee.

            	 	
              
                86

              

            
	
              Section
      7.02

            	 	
              Rights
      of Trustee.

            	 	
              
                87

              

            
	
              Section
      7.03

            	 	
              Individual
      Rights of Trustee.

            	 	
              
                88

              

            
	
              Section
      7.04

            	 	
              Trustee’s
      Disclaimer.

            	 	
              
                88

              

            
	
              Section
      7.05

            	 	
              Notice
      of Defaults.

            	 	
              
                88

              

            
	
              Section
      7.06

            	 	
              Reports
      by Trustee to Holders of Notes.

            	 	
              
                89

              

            
	
              Section
      7.07

            	 	
              Compensation
      and Indemnity.

            	 	
              
                89

              

            
	
              Section
      7.08

            	 	
              Replacement
      of Trustee.

            	 	
              
                90

              

            
	
              Section
      7.09

            	 	
              Successor
      Trustee by Merger, etc.

            	 	
              
                90

              

            
	
              Section
      7.10

            	 	
              Eligibility;
      Disqualification.

            	 	
              
                91

              

            
	
              Section
      7.11

            	 	
              Preferential
      Collection of Claims Against Company.

            	 	
              
                91

              

            
	 	 	
               

            
	
              ARTICLE
      8

            	 	 
	
              LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

            	 	 
	 	 	 	 	 
	
              Section
      8.01

            	 	
              Option
      to Effect Legal Defeasance or Covenant Defeasance.

            	 	
              
                91

              

            
	
              Section
      8.02

            	 	
              Legal
      Defeasance and Discharge.

            	 	
              
                91

              

            
	
              Section
      8.03

            	 	
              Covenant
      Defeasance.

            	 	
              
                92

              

            
	
              Section
      8.04

            	 	
              Conditions
      to Legal or Covenant Defeasance.

            	 	
              
                92

              

            
	
              Section
      8.05 

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

            	 	
              
                93

              

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	
              Section
      8.06

            	 	
              Repayment
      to Company.

            	 	
              
                94

              

            
	
              Section
      8.07

            	 	
              Reinstatement.

            	 	
              
                94

              

            
	 	 	 
	
              ARTICLE
      9

            	
               

            	 
	
              AMENDMENT,
      SUPPLEMENT AND WAIVER

            	 	 
	 	 	 	 	 
	
              Section
      9.01

            	 	
              Without
      Consent of Holders of Notes.

            	 	
              
                94

              

            
	
              Section
      9.02

            	 	
              With
      Consent of Holders of Notes.

            	 	
              
                95

              

            
	
              Section
      9.03

            	 	
              Compliance
      with Trust Indenture Act.

            	 	
              
                97

              

            
	
              Section
      9.04

            	 	
              Revocation
      and Effect of Consents.

            	 	
              
                97

              

            
	
              Section
      9.05

            	 	
              Notation
      on or Exchange of Notes.

            	 	
              
                97

              

            
	
              Section
      9.06

            	 	
              Trustee
      to Sign Amendments, etc.

            	 	
              
                97

              

            
	 	 	 
	
              ARTICLE
      10

            	 	 
	
              NOTE
      GUARANTEES

            	 	 
	 	 	 	 	 
	
              Section
      10.01

            	 	
              Guarantee.

            	 	
              
                97

              

            
	
              Section
      10.02

            	 	
              Limitation
      on Guarantor Liability.

            	 	
              
                99

              

            
	
              Section
      10.03

            	 	
              Execution
      and Delivery of Note Guarantee.

            	 	
              
                99

              

            
	
              Section
      10.04

            	 	
              Guarantors
      May Consolidate, etc., on Certain Terms.

            	 	
              
                99

              

            
	
              Section
      10.05

            	 	
              Releases.

            	 	
              
                100

              

            
	 	 	 	 	 
	
              ARTICLE
      11

            	 	 
	
              SATISFACTION
      AND DISCHARGE

            	 	 
	 	 	 	 	 
	
              Section
      11.01

            	 	
              Satisfaction
      and Discharge.

            	 	
              
                101

              

            
	
              Section
      11.02

            	 	
              Application
      of Trust Money.

            	 	
              
                102

              

            
	 	 	 	 	 
	
              ARTICLE
      12

            	 	 
	
              MISCELLANEOUS

            	 	 
	 	 	 	 	 
	
              Section
      12.01

            	 	
              Trust
      Indenture Act Controls.

            	 	
              
                102

              

            
	
              Section
      12.02

            	 	
              Notices.

            	 	
              
                102

              

            
	
              Section
      12.03

            	 	
              Communication
      by Holders of Notes with Other Holders of Notes.

            	 	
              
                103

              

            
	
              Section
      12.04

            	 	
              Certificate
      and Opinion as to Conditions Precedent.

            	 	
              
                103

              

            
	
              Section
      12.05

            	 	
              Statements
      Required in Certificate or Opinion.

            	 	
              
                104

              

            
	
              Section
      12.06

            	 	
              Rules
      by Trustee and Agents.

            	 	
              
                104

              

            
	
              Section
      12.07

            	 	
              No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.

            	 	
              
                104

              

            
	
              Section
      12.08

            	 	
              Governing
      Law.

            	 	
              
                104

              

            
	
              Section
      12.09

            	 	
              No
      Adverse Interpretation of Other Agreements.

            	 	
              
                105

              

            
	
              Section
      12.10

            	 	
              Successors.

            	 	
              
                105

              

            
	
              Section
      12.11

            	 	
              Severability.

            	 	
              
                105

              

            
	
              Section
      12.12

            	 	
              Counterpart
      Originals.

            	 	
              
                105

              

            
	
              Section
      12.13

            	 	
              Table
      of Contents, Headings, etc.

            	 	
              
                105

              

            
	
              Section
      12.14

            	 	
              Force
      Majeure.

            	 	
              
                105

              

            


    

    


    EXHIBITS

     

    
      	
              Exhibit
      A1

            	 	
              FORM
      OF NOTE

            
	
              Exhibit
      A2

            	 	
              FORM
      OF REGULATION S TEMPORARY GLOBAL NOTE

            
	
              Exhibit
      B

            	 	
              FORM
      OF CERTIFICATE OF TRANSFER

            
	
              Exhibit
      C

            	 	
              FORM
      OF CERTIFICATE OF EXCHANGE

            
	
              Exhibit
      D

            	 	
              FORM
      OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
    INVESTOR

            
	
              Exhibit
      E

            	 	
              FORM
      OF NOTATION OF GUARANTEE

            
	
              Exhibit
      F

            	 	
              FORM
      OF SUPPLEMENTAL INDENTURE

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    INDENTURE
dated as of August 7, 2008 between Aeroflex Incorporated, a Delaware
corporation, the Guarantors (as defined herein) and The Bank of New York Mellon,
a New York banking corporation, as trustee.

     

    The
Company, the Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined) of
the 11.75%
Senior Notes due 2015 (the “Notes”):

     

    ARTICLE
1

    DEFINITIONS
AND INCORPORATION

    BY
REFERENCE

     

    Section
1.01 Definitions.

     

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

     

    “Acquired Debt” means,
with respect to any specified Person:

     

    (1) Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Subsidiary of, such specified Person;
and

     

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

     

    “Additional Notes” means
additional Notes (other than the Initial Notes and the Exchange Notes) issued
under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part
of the same series as the Initial Notes. 

     

    “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,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise;
provided that
beneficial ownership of 10% or more of the Voting Stock of a Person will be
deemed to be control. For purposes of this definition, the terms “controlling,”
“controlled by” and
“under common control
with” have
correlative meanings.

     

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

     

    “Applicable
Premium” means,
as calculated by the Company, with respect to any Note on any redemption date,
the greater of:

     

    (1) 1.0% of
the principal amount of the Note; or

     

    (2) the
excess of:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (a) the
present value at such redemption date of (i) the redemption price of the Note at
August 15, 2011, (such redemption price being set forth in the table appearing
in Section 3.07 hereof) plus (ii) all required interest payments due on the Note
through August 15, 2011 (excluding accrued but unpaid interest to such
redemption date), computed using a discount rate equal to the Treasury Rate as
of such redemption date plus 50 basis points; over

     

    (b) the
principal amount of the Note, if greater.

     

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

     

    “Asset Acquisition” means,
with respect to any Person, (1) an Investment by such Person or any Restricted
Subsidiary of such Person in any third Person pursuant to which such third
Person shall become a Restricted Subsidiary of such Person or any Restricted
Subsidiary of such Person, or shall be merged with or into such Person or any
Restricted Subsidiary of such Person, or (2) the acquisition by such Person or
any Restricted Subsidiary of such Person of the assets of any third Person
(other than a Restricted Subsidiary of such Person) which constitutes all or
substantially all of the assets of such third Person or comprises any division
or line of business of such third Person or any other properties or assets of
such third Person other than in the ordinary course of business. 

     

    “Asset Sale”
means:

     

    (1) the sale,
lease, conveyance or other disposition of any assets or rights; provided that the
sale, lease, conveyance or other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a whole shall be
governed by Section 4.15 hereof and/or Section 5.01 hereof and not by Section
4.10 hereof; and

     

    (2) the
issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or
the sale of Equity Interests in any of its Restricted Subsidiaries (other than
directors’ qualifying Equity Interests or Equity Interests required by
applicable law to be held by a Person other than the Company or a Restricted
Subsidiary).

     

    Notwithstanding
the preceding, none of the following items will be deemed to be an Asset
Sale:

     

    (1) any
single transaction or series of related transactions that involves assets having
a Fair Market Value of less than $2.5 million;

     

    (2) a
transfer, sale or other disposition of assets (including Equity Interests)
between or among the Company and its Restricted Subsidiaries;

     

    (3) an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to a Restricted Subsidiary of the Company;

     

    (4) the
licensing of intellectual property or other general intangibles to third persons
on terms approved by the Board of Directors in good faith;

     

    (5) the sale,
lease, sublease or other disposition of any property or equipment that is no
longer used or has become damaged, worn-out, obsolete, or otherwise unsuitable
or not required for the ordinary course of business of the Company or its
Restricted Subsidiaries;


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (6) the sale
or other disposition of cash or Cash Equivalents;

     

    (7) a
Restricted Payment that does not violate Section 4.07 hereof or a Permitted
Investment;

     

    (8) the sale,
lease, sublease, license, sub-license, consignment, conveyance or other
disposition of accounts receivable, equipment, inventory or other assets in the
ordinary course of business, including leases or subleases with respect to
facilities that are temporarily not in use or pending their disposition, or
accounts receivable in connection with the compromise, settlement or collection
thereof;

     

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

     

    (10) the
issuance of Equity Interests by a Restricted Subsidiary of the Company in which
the Company’s percentage interest (direct or indirect) in the Equity Interests
of such Restricted Subsidiary, after giving effect to the issuance, is at least
equal to its percentage interest prior thereto;

     

    (11) leases,
assignments or subleases of real or personal property to third persons either
not interfering in any material respect with the business of the Company or any
of its Restricted Subsidiaries or entered into in the ordinary course of
business; 

     

    (12) the good
faith surrender or waiver of contract rights or the settlement, release or
surrender of claims of any kind;

     

    (13) to the
extent allowable under Section 1031 of the Internal Revenue Code of 1986, any
exchange of like property for use in a Permitted Business;

     

    (14) the sale
or other disposal of property or assets pursuant to the exercise of any remedies
pursuant to the Credit Facilities or the other security documents relating to
any Indebtedness permitted under this Indenture;

     

    (15) the
transfer or sale of Receivables and Related Assets of the type specified in the
definition of “Qualified Receivables
Transaction” to a
Receivables Entity or to any other Person in connection with a Qualified
Receivables Transaction or the creation of a Lien on any such Receivables or
Related Assets in connection with a Qualified Receivables
Transaction;

     

    (16) the sale
of accounts receivable in the ordinary course of business;

     

    (17) the
issuance or sale of Equity Interests in or Indebtedness of any Unrestricted
Subsidiary; and

     

    (18) the
disposition of all or substantially all of the assets of the Company in a
transaction permitted under Section 5.01.

     

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

     

    “Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” will be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other securities,
whether such right is currently exercisable or is exercisable only after the
passage of time. The terms “Beneficially Owns” and
“Beneficially
Owned” have a
corresponding meaning.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Board of
Directors”
means:

     

    (1) with
respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;

     

    (2) with
respect to a partnership, the Board of Directors of the general partner of the
partnership; 

     

    (3) with
respect to a limited liability company, the managing member or members or any
controlling committee or Board of Directors of such company or of the sole
member or of the managing member thereof; and

     

    (4) with
respect to any other Person, the board or committee of such Person serving a
similar function.

     

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

     

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

     

    “Capital Lease
Obligation” means,
at the time any determination is to be made, the amount of the liability in
respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared 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 prepaid by
the lessee without payment of a penalty.

     

    “Capital Stock”
means:

     

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

     

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

     

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

     

    (4) any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person
(other than earn-outs or similar consideration payable in connection with an
acquisition), but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any
right of participation with Capital Stock.

     

    “Cash Equivalents”
means:

     

    (1) United
States dollars;


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (2) (a) euro,
or any national currency of any participating member state of the EMU; or (b) in
the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local
currencies held by them from time to time in the ordinary course of
business;

     

    (3) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government
(provided that the
full faith and credit of the United States is pledged in support of those
securities) having maturities of not more than 24 months from the date of
acquisition;

     

    (4) certificates
of deposit, time deposits and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities
not exceeding one year and overnight bank deposits, in each case, with any
lender party to the Senior Secured Credit Facility or with any domestic
commercial bank having, at the time of the acquisition thereof, capital and
surplus in excess of $500.0 million or any commercial bank of any foreign
country having, at the time of acquisition thereof, capital and surplus in
excess of $100.0 million (or the U.S. dollar equivalent thereof as of the date
of determination);

     

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

     

    (6) commercial
paper having, at the time of acquisition, one of the two highest ratings
obtainable from Moody’s or S&P and, in each case, maturing within 24 months
after the date of acquisition; 

     

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

     

    (8) securities
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof maturing within one year
from the date of acquisition thereof and at the time of acquisition thereof,
having one of the two highest ratings obtainable from either Moody’s or S&P
(for purposes of this clause (8), variable rate bonds tied to short-term
interest rates that are reset through an auction process that occurs no less
frequently than once every 45 days shall be deemed to satisfy the foregoing
maturity deadline, notwithstanding such bonds having a longer nominal
maturity);

     

    (9) investment
or money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (8) of this
definition; 

     

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

     

    (11) Indebtedness
with a rating of "A" or higher from S&P or "A2" or higher from Moody's with
maturities of 24 months or less from the date of
acquisition;


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (12) Investments
with average maturities of 12 months or less from the date of acquisition
in money market funds rated AAA- (or the equivalent thereof) or better by
S&P or Aaa3 (or the equivalent thereof) or better by Moody's;
and

     

    (13) local
currencies (or investments in local currencies having correlative attributes to
the foregoing) held by the Company or any of its Restricted Subsidiaries, from
time to time in the ordinary course of business.

     

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

     

    (1) the sale,
lease, transfer, conveyance or other disposition (other than a Lien permitted by
this Indenture or by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of the properties or assets of
the Company and its Subsidiaries taken as a whole to any “person” (as that term
is used in Section 13(d) of the Exchange Act) other than a Principal or a
Related Party of a Principal;

     

    (2) the
adoption of a plan relating to the liquidation or dissolution of the
Company;

     

    (3) the
consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any “person” (as defined above),
other than the Principals and their Related Parties, becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of the
Company, measured by voting power rather than number of shares; or

     

    (4) after an
initial public offering of Equity Interests of the Company or any direct or
indirect parent of the Company, the first day on which (i) a majority of the
members of the Board of Directors of the Company are not Continuing Directors,
and (ii) the Principals and their Related Parties and any limited partners of
the Equity Sponsor do not, at such time, in the aggregate, (a) Beneficially Own,
directly or indirectly, Voting Stock of the Company representing more than 50%
of the total voting power of the Voting Stock of the Company or (b) have the
right or ability by voting power, contract or otherwise to elect or designate a
majority of the Board of Directors of the Company.

     

    “Clearstream” means
Clearstream Banking, S.A. and any successor thereto.

     

    “Company” means
Aeroflex Incorporated, a Delaware corporation, and any and all successors
thereto.

     

    “Consolidated Cash
Flow” means,
with respect to any specified Person for any period, the Consolidated Net Income
of such Person for such period plus, without
duplication:

     

    (1) provision
for taxes based on income or profit or capital, including, without limitation,
state, local and franchise taxes (such as the Pennsylvania capital tax and the
Texas margin tax) (or the non-U.S-equivalent thereof) of such Person and its
Restricted Subsidiaries for such period (including, without limitation, tax
expenses of Foreign Subsidiaries and foreign withholding taxes paid or accrued
for such period), to the extent that such provision for taxes was deducted (and
not added back) in computing such Consolidated Net Income; plus

     

    (2) the Fixed
Charges of such Person and its Restricted Subsidiaries for such period (plus any
non-cash interest expense attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments pursuant to
GAAP, amortization of deferred financing fees and any loss on early
extinguishment of Indebtedness excluded from the definition of the term “Fixed
Charges”), to the extent that such Fixed Charges were deducted (and not added
back) in computing such Consolidated Net Income; plus


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (3) the total
amount of depreciation and amortization expenses (including amortization of
goodwill and other intangibles and deferred financing costs or fees, and all
expenditures in respect of licensed or purchased software or
internally-developed software and software enhancements that are, or are
required to be reflected as, capitalized costs, but excluding amortization of
prepaid cash expenses that were paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation and
amortization were deducted (and not added back) in computing such Consolidated
Net Income; plus

     

    (4) any
management, monitoring, consulting and advisory fees (including termination
fees) and related indemnities and expenses paid or accrued by the Company and/or
its Restricted Subsidiaries in such period pursuant to the terms of the
Management Agreement and payments made pursuant to clauses (7), (8) and (15)
under Section 4.11(b) to the extent deducted in computing such Consolidated Net
Income; plus

     

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

     

    (6) any costs
or expense incurred by the Company or a Restricted Subsidiary pursuant to any
management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, to
the extent that such cost or expenses are funded with cash proceeds contributed
to the capital of the Company or net cash proceeds of an issuance of Equity
Interests of the Company (other than Disqualified Stock) solely to the extent
that such net cash proceeds are excluded from clause 3(B) of Section
4.07(a), or clauses (2), (5) or (17) under Section 4.07(b); plus

     

    (7) cash
receipts (or any netting arrangements resulting in reduced cash expenditures)
not representing Consolidated Cash Flow, Consolidated Net Income or Net Income
in any period to the extent non-cash gains relating to such income were deducted
in the calculation of Consolidated Cash Flow pursuant to (11) below for any
previous period and not added back; plus

     

    (8) the
amount of any minority interest expense consisting of income of a Restricted
Subsidiary attributable to minority equity interests of third parties in any
non-wholly owned Subsidiary deducted (and not added back) in such period in
calculating Consolidated Net Income; plus

     

    (9) for any
four-quarter period that includes any period of time prior to August 15, 2007,
the costs, expenses, losses, savings and other adjustments reflected in the line
items used in the calculation of pro forma Adjusted EBITDA with respect to the
“LTM” period as set forth in note (4) to the table under the caption
“Offering Circular Summary—Summary Historical and Pro Forma Financial
Information” in the Offering Circular shall be applied to such four-quarter
period; provided that
each such cost, expense, loss, savings or other adjustment is calculated in a
manner that is (including with respect to estimates and assumptions) consistent
with the presentation of the corresponding item in such note (4);
plus


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (10) the
amount of loss on sale of Receivables and Related Assets to the Receivables
Entity in connection with a Qualified Receivables Transaction; minus

     

    (11) non-cash
gains increasing such Consolidated Net Income for such period, excluding any
such items to the extent they represent (a) the reversal in such period of
an accrual of, or reserve for, potential cash expenses in a prior period,
(b) any non-cash gains with respect to cash actually received in a prior
period to the extent such cash did not increase Consolidated Cash Flow in a
prior period, (c) the amortization of income that was paid in a prior
period and (d) the accrual of revenue or income consistent with past
practice,

     

    in each
case, on a consolidated basis and determined in accordance with
GAAP.

     

    “Consolidated Net
Income” means,
with respect to any specified Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided
that:

     

    (1) the Net
Income of any Person that is not a Restricted Subsidiary will be included only
to the extent of the amount of dividends, distributions or other payments paid
in cash (or to the extent converted into cash) to the specified Person or a
Restricted Subsidiary of the Person, and, in the case of a net loss, only to the
extent of any equity in the net loss of any such Person for such period to the
extent the Company or a Restricted Subsidiary of the Company has funded such net
loss in cash with respect to such period;

     

    (2) solely
for the purposes of calculating Consolidated Net Income to determine the amount
of Restricted Payments permitted under Section 4.07 hereof, the Net Income of
any Restricted Subsidiary (other than a Guarantor) will be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders
(a) except
to the extent that such net income is actually or permitted to be paid to the
Company or a Restricted Subsidiary of the Company by loans, advances,
intercompany transfers, principal repayments or otherwise, and (b) unless
such restriction with respect to the payment of dividends or similar
distributions has been legally waived; provided that
Consolidated Net Income of the Company will be increased by the amount of
dividends or other distributions or other payments actually paid in cash (or to
the extent converted into cash) to the Company or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included
therein;

     

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

     

    (4) any
impairment charge or asset write-off or write-down, including impairment charges
or asset write-offs or write-downs related to intangible assets, long-lived
assets, investments in debt and equity securities or as a result of a change in
law or regulation, in each case, pursuant to GAAP (including the amortization of
the consideration for any non-competition agreements entered into in connection
with the Transactions), shall be excluded;

     

    (5) any net
gain or loss from discontinued operations and any net after-tax gain or loss on
disposal of discontinued operations shall be excluded;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (6) non-cash
charges relating to employee benefit or other management compensation plans of
any direct or indirect parent of the Company (to the extent such non-cash
charges relate to plans of any direct or indirect parent of the Company for the
benefit of members of the Board of Directors of the Company (in their capacity
as such) or employees of the Company and its Restricted Subsidiaries), the
Company or any of its Restricted Subsidiaries or any non-cash compensation
charge and other non-cash expenses or charges arising from any grant, issuance
or repricing of stock appreciation or similar rights, stock, stock options,
restricted stock or other equity-based awards of any direct or indirect parent
of the Company (to the extent such non-cash charges relate to plans of any
direct or indirect parent of the Company for the benefit of members of the Board
of Directors of the Company (in their capacity as such) or employees of the
Company and its Restricted Subsidiaries), the Company or any of its Restricted
Subsidiaries (excluding in each case any non-cash charge to the extent that it
represents an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense incurred in a prior period) in each case
will be excluded;

     

    (7) effects
of adjustments (including the effects of such adjustments pushed down to the
Company and its Restricted Subsidiaries) pursuant to GAAP resulting from the
application of purchase accounting in relation to the Transaction or any
consummated acquisition, net of taxes, shall be excluded;

     

    (8) any net
unrealized gain or loss (after any offset) resulting in such period from
currency translation gains or losses including those related to currency
remeasurements of Indebtedness will be excluded;

     

    (9) any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Net Income accrued at any time
following the date of this Indenture will be excluded;

     

    (10) any fees,
expenses, costs or charges (including all transaction, restructuring and
transition costs, fees and expenses (including diligence costs and cash
severance costs)) or any amortization thereof, related to any acquisition,
Investment, disposition, issuance, incurrence or repayment of Indebtedness
(including any refinancing transaction or amendment or modification of any debt
instrument), Equity Offering, issuance of or disposition of Equity Interests,
recapitalization, merger, consolidation, disposed or discontinued operation or
other specified action (in each case, including any such transaction consummated
prior to the date of this Indenture and any such transaction undertaken but not
completed), including (i) such fees, expenses or charges related to the
offering of the Notes and the Credit Facilities and the Transactions and
(ii) any amendment or other modification of the Notes and the Credit
Facilities and, in each case, deducted (and not added back) in computing Net
Income, will be excluded; and

     

    (11) accruals
and reserves that are established within twelve months after the date of this
Indenture that are so required to be established as a result of the Transaction
in accordance with GAAP shall be excluded.

     

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


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

     

    (2) to
advance or supply funds (a) for the purchase or payment of any such primary
obligation or (b) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor; or

     

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

     

    “Continuing
Directors” means,
as of any date of determination, any member of the Board of Directors of the
Company who:

     

    (1) was a
member of such Board of Directors on the date of this Indenture; 

     

    (2) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election; or 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (3) was
nominated for election or elected to such Board of Directors with the approval
of a Principal or a Related Party of a Principal.

     

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

     

    “Credit Facilities” means,
one or more debt facilities (including, without limitation, the Senior Secured
Credit Facility), indentures, or commercial paper facilities, in each case, with
banks or other lenders or a trustee providing for revolving credit loans, term
loans, receivables financing and securitizations (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit or issuance of
notes, in each case, as amended, restated, modified, renewed, refunded, replaced
(whether
upon or
after termination or otherwise), substituted or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

     

    “Custodian” means
the Trustee, as custodian with respect to the Notes issuable or issued in whole
or in part in global form, or any successor entity thereto appointed as
Custodian hereunder and having become such pursuant to the applicable provisions
of this Indenture.

     

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

     

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

     

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

     

    “Designated Noncash
Consideration” means
the Fair Market Value of noncash consideration received by the Company or any of
its Restricted Subsidiaries in connection with an Asset Sale that is so
designated as Designated Noncash Consideration pursuant to an Officers’
Certificate, setting forth the basis of such valuation delivered to the
Trustee.

     

    “Disqualified
Stock” means
any Capital Stock that, by its terms (or by the terms of any security into which
it is convertible, or for which it is exchangeable, in each case, at the option
of the holder of the Capital Stock), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, for cash, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding
at any time for purposes of this Indenture will be the maximum amount that the
Company and its Restricted Subsidiaries may become obligated to pay upon the
maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Domestic
Subsidiary” means
any Restricted Subsidiary of the Company that was formed under the laws of the
United States or any state of the United States or the District of Columbia or
that guarantees or otherwise provides direct credit support for any Indebtedness
of the Company.

     

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

     

    “Equity Offering” means a
public or private offering of Qualified Capital Stock of the Company or a direct
or indirect parent of the Company, as the case may be.

     

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

     

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

     

    “Exchange Notes” means
the Notes issued in the Exchange Offer pursuant to the Registration Rights
Agreement and Section 2.06(f) hereof.

     

    “Exchange Offer” has the
meaning set forth for such term in the Registration Rights
Agreement. 

     

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

     

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

    


    (1) contributions
to its common equity capital, and

     

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

     

    in each
case designated as Excluded Contributions pursuant to an Officer's Certificate
executed by the principal financial officer of the Company on the date such
capital contributions are made or the date such Equity Interests are sold, as
the case may be, which are excluded from the calculations set forth in
(a) Sections 4.07(a)(3)(B), 4.07(b)(2) and 4.07(b)(17) and (b) Section
4.09(b)(19).

    


    “Existing
Indebtedness” means
all Indebtedness of the Company and its Subsidiaries (other than (a)
Indebtedness under the Senior Secured Credit Facility and (b) any Indebtedness
incurred since September 21, 2007, pursuant to clauses (6), (16) or (24) of
Section 6.1(b) of the Senior Subordinated Credit Facility that has not been
reclassified as having been incurred under another provision of Section 6.1
thereof) in existence on the date of this Indenture.

    


    “Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in
a transaction not involving distress or necessity of either party, determined in
good faith by the Board of Directors of the Company (unless otherwise provided
in this Indenture).

     

    “First Priority Cash Management
Obligations” means
all obligations of the
Company and
certain of its Subsidiaries in respect of overdrafts and related liabilities
owed to any other Person that arise from treasury, depositary or cash management
services, including in connection with any automated clearing house transfers of
funds, or any similar transactions, secured by assets of the
Company and
certain of its Subsidiaries under the documents that secure Obligations under
the Senior Secured Credit Facility and any other Credit
Facility.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Fixed Charge Coverage
Ratio” means,
with respect to any specified Person for any period, the ratio of the
Consolidated Cash Flow of such Person for such period to the Fixed Charges of
such Person for such period. In the event that the specified Person or any of
its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases,
redeems, defeases, retires, extinguishes or otherwise discharges any
Indebtedness (other than working capital borrowings, unless such Indebtedness
has been permanently repaid) or issues, repurchases or redeems preferred stock
or Disqualified Stock subsequent to the commencement of the period for which the
Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is
made (the “Calculation Date”), then
the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to
such incurrence, assumption, guarantee, repayment, repurchase, redemption,
defeasance, retirement, extinguishment or other discharge of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom, as if the same had occurred at the beginning of the
applicable four-quarter reference period.

     

    In
addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

     

    (1) the
Transactions, future acquisitions, Investments, dispositions, issuances,
incurrences or repayments of Indebtedness, Equity Offerings, issuances or
dispositions of Equity Interests, recapitalizations, mergers, consolidations,
disposed or discontinued operations and other specified actions that have been
made by the specified Person or any of its Restricted Subsidiaries, including
through mergers or consolidations, or any Person or any of its Restricted
Subsidiaries acquired by the specified Person or any of its Restricted
Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date (including any transaction giving rise to the need to make such
calculation) will be given pro forma effect (in accordance with
Regulation S-X under the Securities Act), including Pro Forma Cost Savings
(and the change in any associated fixed charge obligation and change in
Consolidated Cash Flow resulting therefrom), whether or not such Pro Forma Cost
Savings complies with Regulation S-X, as if they had occurred on the first
day of the four-quarter reference period. If since the beginning of such period
any Person (that subsequently became a Restricted Subsidiary of the Company or
was merged with or into the Company or any Restricted Subsidiary of the Company
since the beginning of such period) shall have made any acquisition, Investment,
disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering,
issuance or disposition of Equity Interests, recapitalization, merger,
consolidation, disposed or discontinued operation or other specified action that
would have required adjustment pursuant to this definition, then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect thereto for
such period as if such acquisition, Investment, disposition, issuance,
incurrence or repayment of Indebtedness, Equity Offering, issuance or
disposition of Equity Interests, recapitalization, merger, consolidation,
disposed or discontinued operation or other specified action had occurred at the
beginning of the applicable four-quarter period;

     

    (2) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Calculation Date, will be excluded (including
by adding back the amount of any attributable Consolidated Cash Flow that was
negative);


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (3) the Fixed
Charges attributable to discontinued operations, as determined in accordance
with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the
extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date;

     

    (4) any
Person that is a Restricted Subsidiary on the Calculation Date will be deemed to
have been a Restricted Subsidiary at all times during such four-quarter
period;

     

    (5) any
Person that is not a Restricted Subsidiary on the Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during such
four-quarter period; 

     

    (6) if any
Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the rate in effect on the Calculation Date
had been the applicable rate for the entire period (after giving effect to the
operation of any Hedging Obligation applicable to such Indebtedness);
and

     

    (7) interest
on any Indebtedness under a revolving credit facility shall be computed based
upon the average daily balance of such Indebtedness during such period.


     

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

     

    (1) the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period (net of any interest income of such Person and its Restricted
Subsidiaries for such period), to the extent such expense was deducted and not
added back in computing Consolidated Net Income, including, without limitation,
amortization of original issue discount, non-cash interest payments (but
excluding any non-cash interest expense attributable to the movement in the mark
to market valuation of Hedging Obligations or other derivative instruments
pursuant to GAAP), the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net of all
payments made or received pursuant to Hedging Obligations (but excluding
amortization of deferred financing fees and any loss on early extinguishment of
Indebtedness and, in calculating Fixed Charges for the purposes of determining
the denominator of Fixed Charge Coverage Ratio only, excluding (i) the
accretion of any original issue discount or any non-cash interest expense
resulting from the discounting of any Indebtedness resulting from fair value
adjustments resulting from purchase accounting, (ii) any financing fees,
tender premiums, call premiums and other non-recurring expenses, whether or not
capitalized, in connection with the Transactions and Indebtedness that is
retired with the proceeds of the Notes issued on the date of this Indenture,
(iii) penalties and interest relating to taxes, (iv) any Special
Interest, (v) any expensing of bridge, commitment and other financing fees
and (vi) commissions, discounts, yield and other fees and charges
(including any interest expense) related to any Qualified Receivables
Transaction); plus

     

    (2) any
interest on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is
called upon; plus

     

    (3) the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (4) the
product of (a) all cash dividends or other similar distributions paid (excluding
items eliminated in consolidation) on any series of preferred stock of such
Person or any preferred stock of any of its Restricted Subsidiaries, other than
dividends on Equity Interests payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of
the Company, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal,

     

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

     

    “Foreign
Subsidiary” means any
Restricted Subsidiary of the Company that is not a Domestic
Subsidiary.

     

    “GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession
or in the
rules and regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and
pronouncements in staff accounting bulletins and similar written statements from
the accounting staff of the SEC, in effect on the date of this Indenture;
provided that any
reports required to be delivered under Section 4.03 shall be prepared in
accordance with GAAP in effect on the date thereof.

    


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

     

    “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes deposited with or on behalf of and registered in the
name of the Depository or its nominee, substantially in the form of Exhibit A1
hereto and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in
accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f)
hereof.

     

    “Government
Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America (including any agency or instrumentality thereof), and the payment for
which the United States pledges its full faith and credit.

     

    “Guarantee” means a
guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness (whether arising by virtue of agreements to keep-well, to purchase
assets, goods, securities or services, to take or pay or to maintain financial
statement conditions or otherwise).

     

    “Guarantors”
means:

     

    (1) each
Domestic Subsidiary of the Company as of the date of this Indenture;
and

     

    (2) each
other Restricted Subsidiary of the Company that executes a Note Guarantee in
accordance with the provisions of this Indenture, and their respective
successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this
Indenture.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Hedging
Obligations” means,
with respect to any specified Person, the obligations of such Person
under:

     

    (1) interest
rate swap agreements (whether from fixed to floating or from floating to fixed),
interest rate cap agreements, interest rate collar agreements and other
agreements or arrangements designed for the purpose of fixing, hedging or
swapping interest rate risk and other agreements or arrangements designed to
manage interest rates or interest rate risk; 

     

    (2) commodity
swap agreements, commodity option agreements, forward contracts and other
agreements or arrangements designed for the purpose of fixing, hedging or
swapping commodity price risk; and

     

    (3) foreign
exchange contracts, currency swap agreements and other agreements or
arrangements designed for the purpose of fixing, hedging or swapping foreign
currency exchange rate risk. 

     

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

     

    “IAI Global Note” means a
Global Note substantially in the form of Exhibit A1 hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee that will be issued
in a denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors. 

     

    “Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person (excluding
accrued expenses and trade payables), whether or not contingent:

     

    (1) in
respect of borrowed money;

     

    (2) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) (other than letters of credit
issued in respect of trade payables entered into in the ordinary course, to the
extent such Obligations are cash collateralized or such letters of credit secure
Obligations entered into in the normal course of business of such Person and
such letters of credit are not drawn upon or, if drawn upon, to the extent any
such drawing is reimbursed no later than three Business Days following receipt
by such Person of a demand for reimbursement);

     

    (3) in
respect of banker’s acceptances;

     

    (4) representing
Capital Lease Obligations;

     

    (5) representing
the balance deferred and unpaid of the purchase price of any property or
services due, other than any such balance that constitutes an accrued expense or
trade payable or other expense incurred in the ordinary course of business
(including, without limitation, obligations owing to customers and suppliers);
or

     

    (6) representing
any interest rate Hedging Obligations,


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    if and to
the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.

     

    Notwithstanding
the foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, assets or Capital Stock not in the ordinary course
of business, the term “Indebtedness” will exclude (i) Contingent Obligations in
the ordinary course of business, (ii) obligations in connection with a Qualified
Receivables Transaction and (iii) post-closing payment adjustments to which the
seller may become entitled to the extent such payment is determined by a final
closing balance sheet or such payment depends on the performance of such
business after the closing; provided,
however, that at
the time of closing, the amount of any such payment is not determinable and, to
the extent such payment thereafter becomes fixed, determined and undisputed the
amount is paid within 60 days thereafter.

     

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

     

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

     

    “Initial Notes” means
the first $225,000,000 aggregate principal amount of Notes issued under this
Indenture on the date hereof. 

     

    “Initial
Purchasers” means
Goldman, Sachs & Co.

     

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

     

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

    


    “Investment Grade
Securities”
means:

    


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

     

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

     

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


    
      
        
        

      

      
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    “Investments” means,
with respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the forms of loans (including Guarantees
of Indebtedness), advances or capital contributions (excluding (i) commission,
travel and similar advances to officers and employees made in the ordinary
course of business and (ii) extensions of credit to customers or advances,
deposits or payments to or with suppliers, lessors or utilities or for workers’
compensation, in each case, that are incurred in the ordinary course of business
and recorded as accounts receivable, prepaid expenses or deposits on the balance
sheet of such Person prepared in accordance with GAAP), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Subsidiary of the Company, the Company will be deemed to have made
an Investment on the date of any such sale or disposition equal to the Fair
Market Value of the Company’s Investments in such Subsidiary that were not sold
or disposed of in an amount determined as provided in the second to last
paragraph of Section 4.07(b). Except as otherwise provided in this Indenture,
the amount of an Investment will be determined at the time the Investment is
made and without giving effect to subsequent changes in value.

     

    “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.

     

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

     

    “Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in such asset;
provided that in
no event shall an operating lease be deemed to constitute a Lien.

     

    “Management
Agreement” means
that certain management agreement dated August 15, 2007, among the Company, VGG
Holding LLC, AX Holding Corp., Veritas
Capital Fund Management, L.L.C., GGC Administration, LLC and Goldman, Sachs
& Co., as amended.

     

    “Moody’s” means
Moody’s Investors Service, Inc. 

     

    “Net Income” means,
with respect to any specified Person, the net income (or loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of
preferred stock dividends, excluding, however:

     

    (1) any gain
(or loss), together with any related provision for taxes on such gain (or loss),
realized in connection with: (a) any Asset Sale (without giving effect to the
$2.5 million threshold provided in the definition thereof) or other asset
disposition or abandonment (other than in the ordinary course of business) and
reserves relating thereto; or (b) the disposition of any securities by such
Person or any of its Restricted Subsidiaries or the extinguishment of any (i)
Indebtedness or (ii) other derivative instruments of such Person or any of its
Restricted Subsidiaries, in each case, together with any related provisions for
taxes on such gains and losses;


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (2) any
extraordinary, non-recurring or unusual gain (or loss) or expense, (including
relating to the Transactions, acquisitions, restructurings or any multi-year
strategic initiatives), including, without limitation, the amount of any
restructuring charges, integration costs, or other business optimization costs
and expenses (including related to the closure and/or consolidation of
facilities and/or reductions in headcount, severance, relocation costs and
curtailments or modifications to pension and post-retirement employee benefit
plans and other non-recurring payments to employees related to severance, 280G,
supplemental employee retirement plan, deferred compensation, consulting,
acceleration of payments of other employment related benefits or other payments
related to the termination, whether for cause or not, or retirement or made to
former employees or the termination of an employee agreement, retention bonuses
and litigation settlements or losses), or reserves deducted, in each case,
together with any related provision for taxes on such extraordinary,
non-recurring or unusual gain (or loss) or expense; and

     

    (3) any net
unrealized gain or loss (after any offset) resulting in such period from Hedging
Obligations or other derivative instruments and the application of Statement
of Financial Accounting Standards No. 133.

     

    “Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration,
including Designated Noncash Consideration, received in any Asset Sale), net of
the direct costs relating to such Asset Sale or disposition of such non-cash
consideration, including, without limitation, legal, accounting and investment
banking fees, appraisal and insurance adjuster fees and sales commissions, and
any severance or relocation expenses incurred as a result of the Asset Sale,
taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account without duplication, (1) any amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the assets that were the subject
of such Asset Sale, (2) appropriate
amounts to be maintained as a reserve for payment with respect to liabilities
associated with such asset or assets and retained by the Company or a Restricted
Subsidiary after such sale or other disposition thereof, including, without
limitation, severance costs, pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction, (3) any
reserves for adjustment in respect of the sale price of such asset,
(4) amounts required to be paid to any Person (other than the Company or
its Restricted Subsidiaries) owning a beneficial interest in the assets that are
the subject of such transaction, and (5) any cash escrows in connection
with purchase price adjustments, reserves or indemnities (until
released).

     

    “Non-Recourse Debt” means
Indebtedness:

     

    (1) as to
which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender; 

     

    (2) no
default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its Stated Maturity;
and

     

    (3) as to
which (a) the explicit terms provide that there is no recourse against any
assets of the Company or any of its Restricted Subsidiaries or (b) the lenders
have been notified in writing that they will not have any recourse to the stock
or assets of the Company or any of its Restricted Subsidiaries.

     

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


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Note Guarantee” means
the Guarantee by each Guarantor of the Company’s obligations under this
Indenture and the Notes, executed pursuant to the provisions of this
Indenture.

     

    “Notes” has the
meaning assigned to it in the preamble to this Indenture. The Initial Notes and
the Additional Notes subsequently issued under this Indenture shall be treated
as a single class for all purposes under this Indenture including, without
limitation, waivers, amendments, redemptions and offers to purchase and unless
the context otherwise requires, all references to the Notes shall include the
Initial Notes and any Additional Notes.

     

    “Obligations”
means any
principal (including reimbursement obligations with respect to letters of credit
whether or not drawn), interest (including all interest accrued thereon after
the commencement of any insolvency or liquidation proceeding at the rate,
including any applicable post-default rate, specified in the documents governing
any such Indebtedness, even if such interest is not enforceable, allowable or
allowed as a claim in such proceeding), premium (if any), penalties, fees,
indemnifications, reimbursements, expenses, damages and other amounts,
obligations and liabilities payable under the documentation governing any
Indebtedness.

     

    “Offering Circular” means
the Company’s offering circular, dated August 4, 2008, used in connection with
the initial offering of the Initial Notes.

     

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

     

    “Officers’
Certificate” means a
certificate signed on behalf of the Company by two Officers of the Company, one
of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements of Section 12.05 hereof.

     

    “Opinion of
Counsel” means
an opinion from legal counsel, that meets the requirements of Section 12.04
hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.

     

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

     

    “Permitted
Business” means
any business engaged in by the Company or any of its Subsidiaries on the date of
the original issuance of the Initial Notes and any business or other activities
that are reasonably similar, ancillary, complementary or related to, or a
reasonable extension, development or expansion of, the businesses in which the
Company and its Subsidiaries are engaged on the date of original issuance of the
Initial Notes.

     

    “Permitted
Investments”
means:

     

    (1) any
Investment in the Company or in a Restricted Subsidiary of the
Company;

     

    (2) any
Investment in Cash Equivalents;

     

    (3) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (a) such
Person becomes a Restricted Subsidiary of the Company; or

     

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

     

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

    


    (4) any
Investment made as a result of the receipt of non-cash consideration from (a) an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof
or (b) a sale or other disposition of assets not constituting an Asset
Sale;

     

    (5) any
acquisition of assets or Capital Stock solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company or a direct or
indirect parent of the Company;

     

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

     

    (a) in
exchange for any other Investment or accounts receivable or claim held by the
Company or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of a Person or the good
faith settlement of delinquent obligations of a Person or of a litigation
arbitration or other dispute, or

     

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

     

    (7) Investments
represented by Hedging Obligations;

     

    (8) loans,
guarantees of loans, advances, and other extensions of credit to or on behalf of
current and former officers, directors, employees, and consultants of the
Company, a Restricted Subsidiary of the Company, or a direct or indirect parent
of the Company made in the ordinary course of business or for the purpose of
permitting such Persons to purchase Capital Stock of the Company or any direct
or indirect parent of the Company or in connection with any relocation costs
related to the relocation of the corporate headquarters of the Company, in an
amount not to exceed $2.0 million at any one time outstanding;

     

    (9) repurchases
of the Notes;

     

    (10) any
Investment of the Company or any of its Restricted Subsidiaries existing on the
date of this Indenture and any extension, modification or renewal of such
existing Investments, to the extent not involving any additional Investment
other than as the result of the accrual or accretion of interest or original
issue discount or the issuance of pay-in-kind securities, in each case pursuant
to the terms of such Investments as in effect on the date of this
Indenture;

     

    (11) guarantees
otherwise permitted by the terms of this Indenture;


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (12) Investments
resulting from the acquisition of a Person, otherwise permitted by this
Indenture, which Investments at the time of such acquisition were held by the
acquired Person and were not acquired in contemplation of the acquisition of
such Person;

     

    (13) Investments
in joint ventures engaged in a Permitted Business having an aggregate value
(measured on the date such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (13) since the date of this Indenture not to exceed
$25.0 million;

     

    (14) Investments
consisting of the licensing or contribution of intellectual property pursuant to
joint marketing arrangements with other Persons; 

     

    (15) Investments
in Unrestricted Subsidiaries in an aggregate amount not to exceed
$5.0 million measured at the time of such Investment;

     

    (16) advances
to suppliers and customers in the ordinary course of business;

     

    (17) receivables
owing to the Company or any Restricted Subsidiary, prepaid expenses and
deposits, if created, acquired or entered into in the ordinary course of
business;

     

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

     

    (19) any
Investment in a Receivables Entity or any Investment by a Receivables Entity in
any other Person in connection with a Qualified Receivables Transaction,
including, without limitation, Investments of funds held in accounts permitted
or required by the arrangements governing the Qualified Receivables Transaction
or any related Indebtedness;

     

    (20) other
Investments in any Person other than an Affiliate of the Company made since the
date of this Indenture having an aggregate Fair Market Value (measured on the
date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant
to this clause (20) that are at such time outstanding not to exceed the greater
of $25.0 million and 1.5% of Total Assets; and

     

    (21) Investments
in deposit accounts.

     

    “Permitted Liens”
means:

     

    (1) Liens on
assets of the Company or any of its Restricted Subsidiaries securing
Indebtedness that was permitted to be incurred pursuant to Sections 4.09(b)(1),
(4), (9), (10), (16), (20), (21) and (22); provided, in the
case of Section 4.09(b)(9), that the Indebtedness being guaranteed was permitted
to be secured by a Lien;

     

    (2) Liens in
favor of the Company or the Guarantors;

     

    (3) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Subsidiary of the Company; provided that
such Liens were in existence prior to and were not incurred in connection with
or in the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or the Subsidiary and assets or property affixed or appurtenant
thereto;


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (4) Liens on
property (including Capital Stock) existing at the time of acquisition of the
property by the Company or any Subsidiary of the Company and assets or property
affixed or appurtenant thereto; provided that
such Liens were in existence prior to, such acquisition, and not incurred in
contemplation of, such acquisition;

     

    (5) Liens to
secure the performance of tenders, completion guarantees, statutory obligations,
surety or appeal bonds, bids, leases, government contracts, performance bonds or
other obligations of a like nature incurred in the ordinary course of
business;

     

    (6) Liens
existing on the date of this Indenture;

     

    (7) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any
reserve or other appropriate provision as is required in conformity with GAAP
has been made therefor;

     

    (8) Liens
imposed by law, such as carriers’ warehousemen’s, landlords’, mechanics’,
suppliers’, materialmen’s and repairmen’s Liens, or in favor of customs or
revenue authorities or freight forwarders or handlers to secure payment of
custom duties, in each case, incurred in the ordinary course of
business;

     

    (9) survey
exceptions (or any state of facts an accurate survey would disclose), easements
or reservations of, or rights of others for or pursuant to any leases, licenses,
rights-of-way, or other similar agreements or arrangements, development, air or
water rights, sewers, electric lines, telegraph and telephone lines and other
utility lines, pipelines, service lines, railroad lines, improvements and
structures located on, over or under any property, drains, drainage ditches,
culverts, electric power or gas generating or co-generation, storage and
transmission facilities and other similar purposes, or zoning or other
restrictions as to the use of real property or minor defects in title which were
not incurred to secure the payment of Indebtedness and that do not in the
aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;

     

    (10) Liens
created for the benefit of (or to secure) the Notes (or the Note Guarantees) and
all other monetary obligations under this Indenture;

     

    (11) Liens to
secure any Permitted Refinancing Indebtedness permitted to be incurred under
this Indenture; provided,
however, that
the new Lien shall be limited to all or part of the same property and assets
that secured or, under the written agreements pursuant to which the Indebtedness
being refinanced arose, could secure the original Lien (plus improvements and
accessions to, such property or proceeds or distributions thereof);

     

    (12) Liens
incurred by the Company or any Restricted Subsidiary of the Company with respect
to obligations that do not exceed,
at any one time outstanding, the sum of (a) $20.0 million, plus
(b) if, at the time of incurrence and after giving pro forma effect
thereto, the Consolidated Secured Debt Ratio would be no greater than 3.0 to
1.0, an additional $20.0 million; in each case, measured at the time of
incurrence thereof;


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (13) 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;

     

    (14) Liens
incurred or pledges or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types of
social security and employee health and disability benefits, or casualty or
liability insurance or self insurance including any Lien securing letters of
credit issued in the ordinary course of business in connection
therewith;

     

    (15) judgment
and attachment Liens not giving rise to an Event of Default and notices of
lis pendens and
associated rights related to litigation being contested in good faith by
appropriate proceedings and for which adequate reserves have been made in
conformity with GAAP;

     

    (16) Liens
securing Hedging Obligations incurred pursuant to Section
4.09(b)(8);

     

    (17) any
extension, renewal or replacement, in whole or in part, of any Lien described in
clauses (3), (4), (6), (18), (19) or (20) of this definition;
provided that any
such extension, renewal or replacement is no more restrictive taken as a whole
than the Lien so extended, renewed or replaced and does not extend to any
additional property or assets, in conformity with GAAP;

     

    (18) any
interest or title of a lessor, licensor or sublicensor under any operating
lease, license or sublicense, as applicable (including,
without limitation, precautionary financing statements filed in connection
therewith) and leases, subleases and licenses granted to others that do not
interfere in any material respect with the business of such Person;

     

    (19) Liens in
favor of collecting or payor banks having a right of setoff, revocation, refund
or chargeback with respect to money or instruments of the Company or any
Restricted Subsidiary thereof on deposit with or in possession of such
bank;

     

    (20) Liens on
assets of Foreign Subsidiaries securing Indebtedness incurred in accordance with
Section 4.09;

     

    (21) Liens on
Receivables and Related Assets of the type specified in the definition of
“Qualified Receivables Transaction” to secure Indebtedness incurred and
outstanding under Section 4.09(b)(1)(b);

     

    (22) Liens
securing First Priority Cash Management Obligations;

     

    (23) Liens on
Equity Interests in Unrestricted Subsidiaries;

     

    (24) Liens of
a collection bank arising under Section 4-210 of the Uniform Commercial
Code on items in the course of collection;

     

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


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

     

    “Permitted Payments to
Parent” means,
without duplication as to amounts:

     

    (1) payments
to any direct or indirect parent of the Company to permit such direct or
indirect parent to pay directors’ fees, reasonable accounting, legal and
administrative expenses of such Person when due; and

     

    (2) for so
long as the Company is a member of a group filing a consolidated or combined tax
return with any direct or indirect parent of the Company, payments to such
direct or indirect parent in respect of an allocable portion of the tax
liabilities of such group that is attributable to the Company and its
Subsidiaries (“Tax Payments”) and to
pay franchise or similar taxes and fees of such direct or indirect parent
required to maintain such direct or indirect parent’s corporate existence;
provided that the
amount of the Tax Payments shall not exceed the lesser of (in each case, as
estimated in good faith by the Company) (i) the amount of the relevant tax
(including any penalties and interest) that the Company would owe if the Company
were filing a separate tax return (or a separate consolidated or combined return
with its Subsidiaries that are members of the consolidated or combined group),
taking into account any carryovers and carrybacks of tax attributes (such as net
operating losses) of the Company and such Subsidiaries from other taxable years
and (ii) the net amount of the relevant tax that direct or indirect parent
actually owes to the appropriate taxing authority; 

     

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

     

    (4) general
corporate overhead and operating expenses for such direct or indirect parent
corporation of the
Company to the
extent such expenses are attributable to the ownership or operation of
the
Company and its
Restricted Subsidiaries;

     

    (5) reasonable
fees and expenses incurred in connection with any unsuccessful debt or equity
offering or other financing transaction by such direct or indirect parent of the
Company; and

     

    (6) obligations
under the Management Agreement.

     

    “Permitted Refinancing
Indebtedness” means:


     

    (1) any
Indebtedness of the Company or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, redeem, renew,
refund, refinance, replace, defease or discharge other Indebtedness of the
Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided
that:


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (a) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness extended, redeemed, renewed, refunded,
refinanced, replaced, defeased or discharged (plus all accrued interest on the
Indebtedness and the amount of all fees and expenses, including the amount of
any reasonably determined premium and defeasance costs, incurred in connection
therewith and other amounts necessary to accomplish such
refinancing);

     

    (b) such
Permitted Refinancing Indebtedness has a final maturity date no earlier than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, redeemed, renewed, refunded, refinanced, replaced, defeased or
discharged;

     

    (c) if the
Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced,
defeased or discharged is subordinated in right of payment to the Notes, such
Permitted Refinancing Indebtedness is subordinated in right of payment to, the
Notes on terms not materially less favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
redeemed, renewed, refunded, refinanced, replaced, defeased or discharged;
and

     

    (d) such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, redeemed, renewed,
refunded, refinanced, replaced, defeased or discharged, unless
the Indebtedness relates to a specific asset, in which case the obligor shall be
the current owner of such asset; and

     

    (2) any
Disqualified Stock of the Company or any of its Restricted Subsidiaries issued
in exchange for, or the net proceeds of which are used to extend, refinance,
renew, refund, replace, defease or discharge other Indebtedness or Disqualified
Stock of the Company or any of its Restricted Subsidiaries (other than
Indebtedness or Disqualified Stock held by the Company or any of its Restricted
Subsidiaries including intercompany Indebtedness); provided
that:

     

    (a) the
liquidation or face value of such Permitted Refinancing Indebtedness does not
exceed the principal amount (or accreted value, if applicable) of the
Indebtedness, or the liquidation or face value of the Disqualified Stock, as
applicable, so renewed, refunded, refinanced, replaced, defeased or discharged
(plus all accrued interest or dividends thereon and the amount of any reasonably
determined premium incurred in connection therewith);

     

    (b) such
Permitted Refinancing Indebtedness has a final redemption date equal to or later
than the final maturity or redemption date of, and has a Weighted Average Life
to Maturity equal to or greater than the Weighted Average Life to Maturity of,
the Indebtedness or Disqualified Stock being renewed, refunded, refinanced,
replaced, defeased or discharged;

     

    (c) such
Permitted Refinancing Indebtedness is subordinated in right of payment to the
Notes on terms not materially less favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness or Disqualified Stock
being renewed, refunded, refinanced, replaced, defeased or discharged;
and


    
      
        
        

      

      
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    (d) such
Disqualified Stock is issued either by the Company or by the Restricted
Subsidiary who is the issuer of the Indebtedness or Disqualified Stock being
renewed, refunded, refinanced, replaced, defeased or discharged.

     

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

     

    “Principals”
means
(i) The Veritas Capital Fund III, L.P., Golden Gate Private
Equity, Inc. and GS Direct, L.L.C, their respective Affiliates, any fund or
account managed by any of the foregoing or any Affiliate thereof, (ii) any
entity controlled directly or indirectly by any one or more of the foregoing or
any group described in clause (iii), or (iii) any "group" (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
of which any of the foregoing are members; provided that, in
the case of such group and without giving effect to the existence of such group
or any other group, such Principals, collectively, have beneficial ownership of
more than 50% of the Voting Stock of the Company, measured by voting power
rather than number of shares. 

     

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

     

    “Pro Forma Cost
Savings”
means,
with respect to any period, the reduction in net costs and related adjustments
that (i) were directly attributable to an acquisition, Investment,
disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering,
issuance of or disposition of Equity Interests, recapitalization, merger,
consolidation, disposed or discontinued operation or other specified action that
occurred during the four quarter period or after the end of the four quarter
period and on or prior to the Calculation Date and calculated on a basis that is
consistent with Regulation S-X under the Securities Act as in effect and
applied as of the date of this Indenture, (ii) were actually implemented in
connection with such acquisition, Investment, disposition, issuance, incurrence
or repayment of Indebtedness, Equity Offering, issuance of or disposition of
Equity Interests, recapitalization, merger, consolidation, disposed or
discontinued operation or specified action, and prior to the Calculation Date
that are supportable and quantifiable by the underlying accounting records or
(iii) relate to such acquisition, Investment, disposition, issuance,
incurrence or repayment of Indebtedness, Equity Offering, issuance of or
disposition of Equity Interests, recapitalization, merger, consolidation,
disposed or discontinued operation or other specified action and that the
Company reasonably determines are probable based upon specifically identifiable
actions to be taken within 18 months of the date of the acquisition,
Investment, disposition, issuance, incurrence or repayment of Indebtedness,
Equity Offering, issuance of or disposition of Equity Interests,
recapitalization, merger, consolidation, disposed or discontinued operation or
specified action; provided that the
aggregate amount of cost savings added pursuant to this definition shall not
exceed (x) for the one year period beginning August 15, 2007, an aggregate
amount equal to $24,500,000, which amount shall be reduced each Fiscal Quarter
following the first Fiscal Quarter ending after September 21, 2007 by
twenty-five percent (25%) of such initial aggregate amount, and (y) with respect
to any other acquisition, Investment, disposition, issuance, incurrence or
repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity
Interests, recapitalization, merger, consolidation, disposed or discontinued
operation or specified action, an aggregate amount equal to $20,000,000 during
each twelve month period following September 21, 2007 (provided no amounts shall
be carried forward to any succeeding twelve month period), which allocated
amount shall be reduced each Fiscal Quarter following the date of such
acquisition, Investment, disposition, issuance, incurrence or repayment of
Indebtedness, Equity Offering, issuance of or disposition of Equity Interests,
recapitalization, merger, consolidation, disposed or discontinued operation or
specified action by twenty five percent (25%) of such initial allocated amount,
in each case with respect to clauses (x) and (y) with calculations certified by
the chief financial officer of the Company.


    
      
        
        

      

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

     

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

     

    “Qualified
Proceeds” means
any of the following or any combination of the following:

     

    (1) Cash
Equivalents; and

     

    (2) the Fair
Market Value of assets that are used or useful in the Permitted Business;
and

     

    (3) the Fair
Market Value of the Capital Stock of any Person engaged primarily in a Permitted
Business if, in connection with the receipt by the Company or any of its
Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted
Subsidiary or such Person is merged or consolidated into the Company or any
Restricted Subsidiary.

     

    The Fair
Market Value of any assets or Capital Stock that are required to be valued by
this definition will be determined in good faith by the Board of Directors of
the Company whose resolution with respect thereto will be delivered to the
Trustee. The Board of Directors’ determination must be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the Fair Market Value exceeds $25.0 million.

     

    “Qualified Receivables
Transaction” means
any transaction or series of transactions that may be entered into by the
Company or any Restricted Subsidiary of the Company pursuant to which the
Company or any of its Restricted Subsidiaries may sell, convey, contribute to
capital or otherwise transfer to a Receivables Entity, or may grant a security
interest in or pledge, any Receivables or interests therein and any assets
related thereto, including, without limitation, all collateral securing such
Receivables, all contracts and contract rights, purchase orders, security
interests, financing statements or other documentation in respect of such
Receivables, any guarantees, indemnities, warranties or other documentation in
respect of such Receivables, any other assets that are customarily transferred
or in respect of which security interests are customarily granted in connection
with asset securitization transactions involving receivables similar to such
Receivables and any collections or proceeds of any of the foregoing
(collectively, the “Related Assets”), which
transfer, grant of security interest or pledge is funded in whole or in part,
directly or indirectly, by the incurrence or issuance by the transferee or any
successor transferee of Indebtedness, fractional undivided interests, or other
securities that are to receive payments from, or that represent interests in,
the cash flow derived from such Receivables and Related Assets or interests in
Receivables and Related Assets, it being understood that a Qualified Receivables
Transaction may involve:

    


    (1) one or
more sequential transfers or pledges of the same Receivables and Related Assets,
or interests therein, and

     

    (2) periodic
transfers or pledges of Receivables or revolving transactions in which new
Receivables and Related Assets, or interests therein, are transferred or pledged
upon collection of previously transferred or pledged Receivables and Related
Assets, or interests therein, and provided that:

     

    (a) the Board
of Directors of the
Company or any
Restricted Subsidiary of the
Company which is
party to such Qualified Receivables Transaction shall have determined in good
faith that such Qualified Receivables Transaction is economically fair and
reasonable to the
Company or such
Restricted Subsidiary of the
Company as
applicable, and the Receivables Entity, and


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (b) the
financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Board of Directors of
the Company or any Restricted Subsidiary which is party to such Qualified
Receivables Transaction).

     

    The grant
of a security interest in any accounts receivables of the Company or any of its
Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Senior
Secured Credit Facility shall not be deemed a Qualified Receivables
Transaction.

    


    “Receivables” means
accounts receivable (including all rights to payment created by or arising from
the sale of goods, or the rendition of services, no matter how evidenced
(including in the form of chattel paper) and whether or not earned by
performance) of the Company or any Restricted Subsidiary of the Company, whether
now existing or arising in the future.

    


    “Receivables
Entity” means
any Person formed for the purposes of engaging in a Qualified Receivables
Transaction with the Company or any of its Restricted Subsidiaries which engages
in no activities other than in connection with the financing of Receivables of
the Company and its Restricted Subsidiaries, all proceeds thereof and all rights
(contractual or other), collateral and other assets relating thereto, and any
business or activities incidental or related to such business, and which is
designated by the Board of Directors of the Restricted Subsidiary of the Company
that is the direct parent company of such Receivables Entity, or, if the
Receivables Entity is not a Subsidiary of the Company, by the Board of Directors
of any Restricted Subsidiary of the Company participating in such Qualified
Receivables Transaction (in each case as provided below), as a Receivables
Entity and:

    


    (1) no
portion of the Indebtedness or any other obligations (contingent or otherwise)
of which:

     

    (a) is
guaranteed by the
Company or any
Restricted Subsidiary of the
Company other
than a Receivables Entity (excluding any guarantees (other than guarantees of
the principal of, and interest on, Indebtedness and guarantees of collection on
Receivables) pursuant to Standard Securitization Undertakings);

     

    (b) is
recourse to or obligates the
Company or any
Restricted Subsidiary of the
Company (other
than a Receivables Entity) in any way other than pursuant to Standard
Securitization Undertakings; or

     

    (c) subjects
any property or asset of the
Company or any
Restricted Subsidiary of the
Company other
than a Receivables Entity, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings;

     

    (2) with
which neither the Company nor any Restricted Subsidiary of the Company other
than a Receivables Entity has any material contract, agreement, arrangement or
understanding other than on terms which the Company reasonably believes to be no
less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at that time from Persons that are not Affiliates of the
Company; and

     

    (3) to which
neither the
Company nor any
Restricted Subsidiary of the
Company has any
obligation to maintain or preserve such entity's financial condition or cause
such entity to achieve certain levels of operating results (other than pursuant
to Standard Securitization Undertakings).


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Any such
designation by the Board of Directors of the applicable Restricted Subsidiary of
the Company shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of such Board of Directors giving effect to
such designation and an Officer's Certificate certifying that such designation
complied with the foregoing conditions.

    


    “Receivables
Financing” means
any transaction (including, without limitation, any Qualified Receivables
Transaction) pursuant to which the Company or any Restricted Subsidiary of the
Company may sell, convey or otherwise transfer or grant a security interest in
any Receivables or Related Assets of the type specified in the definition of
“Qualified Receivables Transaction”.

    


    “Registration Rights
Agreement” means
the Registration Rights Agreement, dated as of August 7, 2008, among the
Company, the Guarantors and the other parties named on the signature pages
thereof, as such agreement may be amended, modified or supplemented from time to
time and, with respect to any Additional Notes, one or more registration rights
agreements among the Company, the Guarantors and the other parties thereto, as
such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.

     

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

     

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

     

    “Regulation S Permanent Global
Note” means a
permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.

     

    “Regulation S Temporary Global
Note” means a
temporary Global Note in the form of Exhibit A2 hereto deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

     

    “Related Party”
means:

     

    (1) any
controlling stockholder, partners, member, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Principal;
or

     

    (2) any
trust, corporation, partnership, limited liability company or other entity, the
beneficiaries, stockholders, partners, members, owners or Persons beneficially
holding an 80% or more controlling interest of which consist of any one or more
Principals and/or such other Persons referred to in the immediately preceding
clause (1).

     

    “Responsible
Officer,” when
used with respect to the Trustee, means any officer within the Corporate Trust
Office of the Trustee (or any successor group of the Trustee) having direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

     

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


    
      
        
        

      

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

     

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

     

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

     

    “Restricted
Subsidiary” of a
Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.

     

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

     

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

     

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

     

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

     

    “S&P” means
Standard & Poor’s Ratings Group.

     

    “SEC” means
the Securities and Exchange Commission.

     

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

     

    “Securitization
Assets” means
any account receivable or other revenue stream subject to a Qualified
Receivables Transaction.

     

    “Senior Debt”
means:

    


    (1) all
Indebtedness of the Company or any Guarantor outstanding under the Senior
Secured Credit Facility and all Hedging Obligations with respect
thereto;

     

    (2) any other
Indebtedness of the Company or any Guarantor permitted to be incurred under the
terms of this Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Notes or any Note Guarantee; and

     

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

     

    Notwithstanding
anything to the contrary in the preceding, Senior Debt will not
include:

    


    (1) any
liability for federal, state, local or other taxes owed or owing by the
Company;

     

    (2) any
intercompany Indebtedness of the Company or any of its Subsidiaries to the
Company or any of its Subsidiaries;

     

    (3) any trade
payables;

     

    (4) the
portion of any Indebtedness that is incurred in violation of this Indenture;
or


    
      
        
        

      

      
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    (5) Indebtedness
which is classified as non-recourse in accordance with GAAP or any unsecured
claim arising in respect thereof by reason of the application of
Section 1111(b)(1) of the Bankruptcy Code.

     

    “Senior Secured Credit
Facility” means
the Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by
and among AX Acquisition Corp., the Company, certain subsidiaries of the
Company, as guarantors, the lenders party thereto from time to time in
compliance with this Indenture, and Goldman Sachs Credit Partners L.P., as
Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner and
Syndication Agent, as amended, extended, refinanced and replaced from time to
time in accordance with the terms of this Indenture, as
amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise), substituted or refinanced (including by means of a
receivables financing or sales of debt securities to institutional investors) in
whole or in part from time to time, in compliance with this Indenture including
any agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings or
letters of credit thereunder or adding Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

    


    “Senior Subordinated Credit
Facility” means
that certain Senior Subordinated Unsecured Credit and Guaranty Agreement, dated
as of September 21, 2007, among the Company, certain subsidiaries of Company,
the various lenders party thereto, and Goldman Sachs Credit Partners L.P., as
Administrative Agent. 

    


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

     

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

     

    “Special Interest” means
all liquidated damages then owing pursuant to the Registration Rights
Agreement.

     

    “Standard Securitization
Undertakings” means
all representations, warranties, covenants, indemnities, performance guarantees
and servicing obligations entered into by the Company or any Subsidiary of the
Company (other than a Receivables Entity) which are customary in connection with
any Qualified Receivables Transaction.

    


    “Stated Maturity” means,
with respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the documentation governing such Indebtedness as of the
date of this Indenture, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     

    “Subsidiary” means,
with respect to any specified Person:

     

    (1) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency and after giving effect to any voting agreement or
stockholders’ agreement that effectively transfers voting power) to vote in the
election of directors, managers or trustees of the corporation, association or
other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (2) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

     

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

     

    “Total Assets” means
the total consolidated assets of the Company and its Restricted Subsidiaries, as
shown on the most recent internal balance sheet of the Company prepared on a
consolidated basis (excluding Unrestricted Subsidiaries) in accordance with
GAAP.

     

    “Transactions” means
the transactions contemplated by the Agreement and Plan of Merger dated as of
May 25, 2007 among AX Holding Corp., AX Acquisition Corp. and the Company,
and the financing of such transactions, including the borrowings under the
Senior Secured Credit Facility.

     

    “Treasury Rate”
means, as
determined by the Company, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least
two Business Days prior to the redemption date (or, if such Statistical Release
is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to August 15, 2011;
provided, however, that if
the period from the redemption date to August 15, 2011, is less than one year,
the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.

     

    “Trustee” means
The Bank of New York Mellon until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor
serving hereunder.

     

    “Unrestricted Definitive
Note” means a
Definitive Note that does not bear and is not required to bear the Private
Placement Legend.

     

    “Unrestricted Global
Note” means a
Global Note that does not bear and is not required to bear the Private Placement
Legend.

     

    “Unrestricted
Subsidiary” means
any Subsidiary of the Company that is designated by the Board of Directors of
the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board
of Directors, but only to the extent that such Subsidiary:

     

    (1) has no
Indebtedness other than Non-Recourse Debt;

     

    (2) except as
permitted by Section 4.11 hereof, is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company;

     

    (3) is a
Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (4) has not
guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries unless such
guarantee or credit support is released upon its designation as an Unrestricted
Subsidiary.

     

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

     

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

     

    “Weighted Average Life to
Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by
dividing:

     

    (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by

     

    (2) the then
outstanding principal amount of such Indebtedness.

     

    Section
1.02 Other
Definitions.

     

    
      	 	 	
              Defined

              in
      

            
	
              Term

            	 	
              Section

            
	
              “Affiliate
      Transaction”

            	 	
              4.11

            
	
              “Alternate
      Offer”

            	 	
              4.15

            
	
              “Asset Sale
      Offer”

            	 	
              3.09

            
	
              “Authentication
      Order”

            	 	
              2.02

            
	
              “Change of Control
      Offer”

            	 	
              4.15

            
	
              “Change of Control
      Payment”

            	 	
              4.15

            
	
              “Change of Control Payment
      Date”

            	 	
              4.15

            
	
              “Covenant
      Defeasance”

            	 	
              8.03

            
	
              “DTC”

            	 	
              2.03

            
	
              “Event of
      Default”

            	 	
              6.01

            
	
              “Excess
      Proceeds”

            	 	
              4.10

            
	
              “incur”

            	 	
              4.09

            
	
              “Legal
      Defeasance”

            	 	
              8.02

            
	
              “Offer
      Amount”

            	 	
              3.09

            
	
              “Offer
      Period”

            	 	
              3.09

            
	
              “Paying
      Agent”

            	 	
              2.03

            
	
              “Payment
      Default”

            	 	
              6.01

            
	
              “Permitted
      Debt”

            	 	
              4.09

            
	
              “Primary
      Lien”

            	 	
              4.12

            
	
              “Purchase
      Date”

            	 	
              3.09

            
	
              “Redemption
      Date”

            	 	
              3.07

            
	
              “Registrar”

            	 	
              2.03

            
	
              “Restricted
      Payments”

            	 	
              4.07

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    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:

     

    “indenture
securities” means
the Notes and the Note Guarantees;

     

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

     

    “indenture to be
qualified” means
this Indenture;

     

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

     

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

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein have the meanings so assigned to them either in the TIA
or applicable SEC rule.

     

    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 GAAP;

     

    (3) “or” is
not exclusive;

     

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

     

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

     

    (6) provisions
apply to successive events and transactions; and

     

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

     

    ARTICLE
2

    THE
NOTES

    Section
2.01 Form and Dating.

     

    (a) General. The
Notes and the Trustee’s certificate of authentication will be substantially in
the form of Exhibit A1 and A2 hereto. The Notes may have notations, legends or
endorsements required by any law, stock exchange rule or usage to which the
Company is subject. Each Note will be dated the date of its authentication. The
Notes shall be issued in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

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

     

    (b) Global Notes. Notes
issued in global form will be substantially in the form of Exhibit A1 or A2
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive
form will be substantially in the form of Exhibit A1 hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests
in the Global Note” attached thereto). Each Global Note will represent such of
the outstanding Notes as will be specified therein and each shall provide that
it represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions thereof and transfers of
interest therein. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

     

    (c) Temporary Global
Notes. Notes
offered and sold in reliance on Regulation S will be issued initially in the
form of the Regulation S Temporary Global Note, which will be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, at
its New York office, as custodian for the Depositary, and registered in the name
of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Restricted Period will be terminated upon the receipt by the Trustee
of:

     

    (1) an
Officers’ Certificate from the Company.

     

    Following
the termination of the Restricted Period, beneficial interests in the Regulation
S Temporary Global Note will be exchanged for beneficial interests in the
Regulation S Permanent Global Note pursuant to the Applicable Procedures.
Simultaneously with the authentication of the Regulation S Permanent Global
Note, the Trustee will cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided. 

     

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


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    Section
2.02 Execution and
Authentication.

     

    At least
one Officer must sign the Notes for the Company by manual or facsimile
signature. 

     

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

     

    A Note
will not be valid until authenticated by the manual signature of the Trustee or
its authenticating agent as provided below. The signature will be conclusive
evidence that the Note has been authenticated under this Indenture.

     

    The
Trustee will, upon receipt of a written order of the Company signed by at least
one Officer (an “Authentication
Order”),
authenticate Notes for original issue that may be validly issued under this
Indenture, including any Additional Notes. The aggregate principal amount of
Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Company pursuant to one or more
Authentication Orders, except as provided in Section 2.07 hereof.

     

    The
Company may, subject to the covenants and the terms of this Indenture and
applicable law, issue Additional Notes and Exchange Notes under this Indenture.
The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the
Company.

     

    Section
2.03 Registrar and Paying
Agent.

     

    The
Company will maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying Agent”). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder of the Notes. The Company
will notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.

     

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

     

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

     

    Section
2.04 Paying Agent to Hold Money in
Trust.

     

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


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Section
2.05 Holder Lists.

     

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

     

    Section
2.06 Transfer and
Exchange.

     

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

     

    (1) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary; 

     

    (2) the
Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that in
no event shall the Regulation S Temporary Global Note be exchanged by the
Company for Definitive Notes prior to (A) the expiration of the Restricted
Period and (B) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

     

    (3) there has
occurred and is continuing a Default or Event of Default with respect to the
Notes.

     

    Upon the
occurrence of either of the preceding events in (1) or (2) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f)
hereof.


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (b) Transfer and Exchange of Beneficial
Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. None of the Company,
the Trustee nor any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests of a Global Note or
maintaining, supervising or reviewing any records relating to such beneficial
interests. Transfers of beneficial interests in the Global Notes also will
require compliance with either subparagraph (1) or (2) below, as applicable, as
well as one or more of the other following subparagraphs, as
applicable:

     

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

     

    (2) All Other Transfers and Exchanges of
Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not
subject to Section 2.06(b)(1) above, the transferor of such beneficial interest
must deliver to the Registrar either:

     

    (A) both:


     

    (i) a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged;
and

     

    (ii) instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase; or


     

    (B) both:

     

    (i) a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged; and

     

    (ii) instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above;

     

    provided that in
no event shall Definitive Notes be issued upon the transfer or exchange of
beneficial interests in the Regulation S Temporary Global Note prior to (A) the
expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903 under the Securities
Act.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    Upon
consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.

     

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

     

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

     

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

     

    (C) if the
transferee will take delivery in the form of a beneficial interest in the IAI
Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof.

     

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

     

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

     

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

     

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

     

    (D) the
Registrar receives the following:

     

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


    
      
        
        

      

      
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    (ii) if the
holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    the
Trustee shall cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
shall execute and the Trustee shall authenticate and deliver to the Person
designated in the instructions a Definitive Note in the appropriate principal
amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

    (D) the
Registrar receives the following:

     

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

     

    (ii) if the
holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Note, a certificate from such holder in
the form of Exhibit B hereto, including the certifications in item (4)
thereof;

     

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

     

    (4) Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes. If any
holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company will execute and the Trustee will authenticate and
deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(4) will be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the
Private Placement Legend.

     

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

     

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

     

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


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (D) the
Registrar receives the following:

     

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

     

    (ii) if the
Holder of such Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;

     

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

     

    Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global
Note.

     

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

     

    If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an
Unrestricted Global Note has not yet been issued, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.

     

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

     

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


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (C) if the
transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.

     

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

     

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

     

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

     

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

     

    (D) the
Registrar receives the following:

     

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

     

    (ii) if the
Holder of such Restricted Definitive Notes proposes to transfer such Notes to a
Person who shall take delivery thereof in the form of an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;

     

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


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

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

     

    (f) Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights
Agreement, the Company will issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee will
authenticate:

     

    (1) one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
accepted for exchange in the Exchange Offer by Persons that certify in the
applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they
are not participating in a distribution of the Exchange Notes and (C) they are
not affiliates (as defined in Rule 144) of the Company; and 

     

    (2) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the Exchange Offer
by Persons that certify in the applicable Letters of Transmittal that (A) they
are not Broker-Dealers, (B) they are not participating in a distribution of the
Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the
Company. 

     

    Concurrently
with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company will execute and the Trustee will authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.

     

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

     

    (1) Private Placement
Legend.

     

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


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    “THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2),
(3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”


     

    (B) Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.

     

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

     

    “THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AEROFLEX INCORPORATED.

     

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


    
      
        
        

      

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

     

    “THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL
OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON.”

     

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

     

    (i) General Provisions Relating to
Transfers and Exchanges.

     

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

     

    (2) No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05
hereof). 

     

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

     

    (4) Neither
the Registrar nor the Company will be required:

     

    (A) to issue,
to register the transfer of or to exchange any Notes during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of the Notes to be redeemed under Section 3.02 hereof and ending at
the close of business on the day of such mailing;

     

    (B) to
register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; 


    
      
        
        

      

      
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    (C) to
register the transfer of or to exchange a Note between a record date and the
next succeeding Interest Payment Date (as defined in the Note); or

     

    (D) to
register the transfer of or to exchange a Note tendered and not withdrawn in
connection with a Change of Control Offer or an Asset Sale Offer.

     

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

     

    (6) The
Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.

     

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

     

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

     

    Section
2.07 Replacement
Notes.

     

    If any
mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company will issue and the Trustee, upon receipt of an Authentication
Order, will authenticate a replacement Note if the Trustee’s requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note, including reasonable
fees and expenses of its counsel and of the Trustee and its
counsel.

     

    Every
replacement Note issued in accordance with this Section 2.07 is an additional
obligation of the Company and will be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder.

     

    Section
2.08 Outstanding
Notes.

     

    The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a)
hereof. 


    
      
        
        

      

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

     

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

     

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

     

    Section
2.09 Treasury Notes.

     

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

     

    Section
2.10 Temporary Notes.

     

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

     

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

     

    Section
2.11 Cancellation.

     

    The
Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent will forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee and no one
else will cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and will dispose of canceled Notes (subject
to the record retention requirement of the Exchange Act). Certification of the
disposal of all canceled Notes will be delivered to the Company upon its request
therefor. The Company may not issue new Notes to replace Notes that it has paid
or that have been delivered to the Trustee for cancellation.

     

    Section
2.12 Defaulted
Interest.

     

    If the
Company defaults in a payment of interest, or Special Interest, if any, on the
Notes, it will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company will fix or cause to
be fixed each such special record date and payment date; provided that no
such special record date may be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) will mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.


    
      
        
        

      

      
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    Section
2.13 CUSIP Numbers.

     

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

     

    ARTICLE
3

    REDEMPTION
AND PREPAYMENT


     

    Section
3.01 Notices to
Trustee.

     

    If the
Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not
more than 60 days before a redemption date, an Officers’ Certificate setting
forth:

     

    (1) the
clause of this Indenture pursuant to which the redemption or purchase shall
occur;

     

    (2) the
redemption or purchase date;

     

    (3) the
principal amount of Notes to be redeemed or purchased;

     

    (4) the
redemption or purchase price; and

     

    (5) the CUSIP
numbers of such Notes.

     

    The
Company may cancel any optional redemption referenced in such Officers’
Certificate if such cancellation takes place (1) at least 30 days in advance of
the redemption date and (2) prior to a notice of redemption being mailed to any
Holder.

     

    Section
3.02 Selection of Notes to Be Redeemed or
Purchased.

     

    If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee will select Notes for redemption or purchase on a
pro rata basis
except: (i) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed, and (ii) unless otherwise required by
law.

     

    In the
event of partial redemption or purchase by lot, the particular Notes to be
redeemed or purchased will be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption or purchase date by
the Trustee from the outstanding Notes not previously called for redemption or
purchase.


    
      
        
        

      

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

     

    Section
3.03 Notice of Purchase or
Redemption.

     

    Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a purchase or redemption date, the Company will mail or cause to be
mailed, by first class mail, a notice of purchase or redemption to each Holder
whose Notes are to be purchased or redeemed at its registered address, except
that purchase or redemption notices may be mailed more than 60 days prior to a
purchase or redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of this Indenture
pursuant to Articles 8 or 11 hereof. Failure
to give notice of redemption, or any defect therein to any Holder selected for
redemption shall not impair or affect the validity of the redemption of any
other Note redeemed in accordance with the provisions of this
Indenture.

     

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

     

    (1) the
purchase or redemption date;

     

    (2) the
purchase or redemption price;

     

    (3) if any
Note is being purchased or redeemed in part, the portion of the principal amount
of such Note to be purchased or redeemed and that, after the purchase or
redemption date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unpurchased or unredeemed portion of the original Note will
be issued in the
name of the Holder of such original Note (unless such unredeemed or unpurchased
portion is equal to less than $2,000 in principal amount) or transferred by book
entry transfer upon
cancellation of the original Note;

     

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

     

    (5) that
Notes called for purchase or redemption must be surrendered to the Paying Agent
to collect the purchase or redemption price and become due on the date fixed for
redemption or purchase;

     

    (6) that,
unless the Company defaults in making such purchase or redemption payment,
interest and Special Interest, if any, on Notes or portions of Notes called for
purchase or redemption ceases to accrue on and after the purchase or redemption
date;

     

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

     

    (8) the CUSIP
numbers of such Notes; and


    
      
        
        

      

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

     

    At the
Company’s request, the Trustee will give the notice of purchase or redemption in
the Company’s name and at its expense; provided, however, that
the Company has delivered to the Trustee, at least 45 days prior to the purchase
or redemption date, an Officers’ Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.

     

    Section
3.04 Effect of Notice of Purchase or
Redemption.

     

    Once
notice of purchase or redemption is mailed in accordance with Section 3.03
hereof, Notes called for purchase or redemption become irrevocably due and
payable on the purchase or redemption date at the purchase or redemption price.
A notice of redemption may not be conditional.

     

    Section
3.05 Deposit of Redemption or Purchase
Price.

     

    On or
prior to 10:00 am Eastern Time on any redemption or purchase date, the Company
will deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Special Interest,
if any, on all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent will promptly, and in any event within two Business Days after
the redemption or purchase date, return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Special Interest, if any, on, all Notes to be redeemed or
purchased.

     

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

     

    Section
3.06 Notes Redeemed or Purchased in
Part.

     

    Upon
surrender of a Note that is redeemed or purchased in part, the Company will
issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered. No
Notes in denominations of $2,000 or less shall be redeemed in part or purchased
in part unless all of the Notes held by the Holder are to be redeemed or
purchased.

     

    Section
3.07 Optional
Redemption.

     

    (a) At any
time prior to August 15, 2010 the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price of 111.750% of the principal amount, plus
accrued and unpaid interest and Special Interest, if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings by the Company
or a contribution to the Company’s common equity capital made with the net cash
proceeds of one or more Equity Offerings by a direct or indirect parent of the
Company; provided
that:


    
      
        
        

      

      
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    (1) at least
50% of the aggregate principal amount of the Notes originally issued under this
Indenture (excluding the Notes held by the Company and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption;
and

     

    (2) the
redemption occurs within 90 days of the date of the closing of such Equity
Offering or equity contribution.

     

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

     

    (c) Except
pursuant to clauses (a) and (b) of this Section 3.07, the Notes will not be
redeemable at the Company’s option prior to August 15, 2011. The Company is not
prohibited by the terms of this Indenture, however, from acquiring the Notes by
means other than a redemption, whether pursuant to an issuer tender offer, in
open market transactions or otherwise, assuming such acquisition does not
otherwise violate the terms of this Indenture.

     

    (d) On or
after August 15, 2011, the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Special Interest, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on August 15 of the years indicated below, subject to the rights of Holders of
Notes on the relevant record date to receive interest on the relevant interest
payment date:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2011

            	 	 	
              105.8750

            	
              %

            
	
              2012

            	 	 	
              102.9375

            	
              %

            
	
              2013
      and thereafter

            	 	 	
              100.0000

            	
              %

            


    

    


    Unless
the Company defaults in the payment of the redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.

     

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

     

    Section
3.08 Mandatory
Redemption.

     

    The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

     

    Section
3.09 Offer to Purchase by Application of
Excess Proceeds.

     

    In the
event that, pursuant to Section 4.10 hereof, the Company is required to commence
an offer to all Holders to purchase
all or any part (equal to $2,000 or any integral multiple of $1,000 in excess
thereof) of that Holder’s Notes (an
“Asset Sale Offer”), it
will follow the procedures specified below.


    
      
        
        

      

      
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    The Asset
Sale Offer shall be made to all Holders and all holders of other Indebtedness
that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets.
The Asset Sale Offer will remain open for a period of at least 20 Business Days
following its commencement and not more than 30 Business Days, except to the
extent that a longer period is required by applicable law (the “Offer Period”). No
later than three Business Days after the termination of the Offer Period (the
“Purchase Date”), the
Company will apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.

     

    If the
Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest and Special
Interest, if any, will be paid to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest will be
payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

     

    Upon the
commencement of an Asset Sale Offer, the Company will send, by first class mail,
a notice to the Trustee and each of the Holders. The notice will contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The notice, which will govern the terms of the
Asset Sale Offer, will state:

     

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

     

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

     

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

     

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

     

    (5) that
Holders electing to have any Notes purchased pursuant to an Asset Sale Offer may
elect to have such Notes purchased in denominations of $2,000 and integral
multiples of $1,000 in excess thereof only;

     

    (6) that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender such Notes, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a Paying
Agent at the address specified in the notice prior to the close of business on
the third Business Day preceding the Purchase Date;

     

    (7) that
Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;

     

    (8) that, if
the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by Holders thereof exceeds the Offer Amount, the
Company will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata basis
based on the principal amount of Notes and such other pari passu
Indebtedness surrendered (with such adjustments as may be deemed appropriate by
the Company so that only Notes in denominations of $2,000, or integral multiples
of $1,000 in excess thereof, will be purchased); and


    
      
        
        

      

      
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    (9) that
Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion (to the
extent that such unpurchased portion is equal to $2,000 in principal amount or
an integral multiple of $1,000 in excess thereof) of the
Notes surrendered (or transferred by book-entry transfer).

     

    On or
before the Purchase Date, the Company will, to the extent lawful, accept for
payment, on a pro rata basis to
the extent necessary, the Offer Amount of Notes or portions thereof properly
tendered and not withdrawn pursuant to the Asset Sale Offer, or if less than the
Offer Amount has been properly tendered and not withdrawn , all Notes properly
tendered and not withdrawn, and will deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an Officers’ Certificate
stating that such Notes or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 3.09. The Company, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any
case not later than five days after the Purchase Date) mail or deliver to each
Holder of the Notes properly tendered, and not withdrawn, an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company will promptly issue a new Note, and the Trustee,
upon written request from the Company, will authenticate and mail or deliver (or
cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered;
provided
that each new Note will be in a principal amount of $2,000 or integral multiples
of $1,000 in excess thereof. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company will publicly announce the results of the Asset Sale
Offer on, or as soon as practicable after, the Purchase Date. Notes repurchased
pursuant to an Asset Sale Offer will be retired and cancelled.

     

    Other
than as specifically provided in this Section 3.09, any purchase pursuant to
this Section 3.09 shall be made pursuant to the provisions of Sections 3.02
through 3.06 hereof.

     

    ARTICLE
4

    COVENANTS

    Section
4.01 Payment of
Notes.

     

    The
Company will pay or cause to be paid the principal of, premium, if any, and
interest and Special Interest, if any, on, the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. Such Paying Agent shall return to the Company,
promptly, and in any event, no later than three Business Days following the date
of payment, any money (including accrued interest) in excess of amounts required
to pay the amount of principal, premium, if any, and interest then due and owing
on the Notes. The Company will pay all Special Interest, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday.

     

    The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum
in excess of the interest rate then in effect on the Notes to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Special Interest, if
any, (without regard to any applicable grace period) at the same rate to the
extent lawful. 


    
      
        
        

      

      
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    Section
4.02 Maintenance of Office or Agency.


     

    The
Company will maintain in the Borough of Manhattan, the City of New York, or
Plainview, New York, an office or agency (which may be an office of the Trustee
or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
presented or surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will 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 fails to maintain any such required office or
agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission will 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, or Plainview, New York, for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

     

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


     

    Section
4.03 Reports. 

     

    (a) Whether
or not required by the rules and regulations of the SEC, so long as any Notes
are outstanding, the Company will furnish to the Holders of Notes or cause the
Trustee to furnish to the Holders of Notes, within the time periods specified in
the SEC’s rules and regulations (together with extensions granted by the SEC)
for a filer that is a “non-accelerated” filer plus five Business
Days:

     

    (1) substantially
the same quarterly and annual reports that would be required to be filed with
the SEC on Forms 10-Q and 10-K if the Company were required to file such
reports; and

     

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

     

    Notwithstanding
the foregoing, the requirement to furnish (or cause the Trustee to furnish)
current, quarterly and annual reports to Holders of Notes will be deemed
satisfied prior to the commencement of the Exchange Offer contemplated by the
Registration Rights Agreement or the effectiveness of a Shelf Registration
Statement if the information that would have been contained in such reports is
included in the registration statement relating to the Exchange Offer and/or the
Shelf Registration Statement or other registration statement, or any amendments
thereto, and filed with the SEC within the time periods contemplated
above.

     

    All such
reports will be prepared in all material respects in accordance with all of the
rules and regulations applicable to such reports. Each annual report on Form
10-K will include a report on the Company’s consolidated financial statements by
the Company’s certified independent accountants. In addition, following the
consummation of the Exchange Offer, the Company will file a copy of each of the
reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the rules and regulations
applicable to such reports for a person that is a “non-accelerated filer”
(unless the SEC will not accept such a filing) and will post the reports on its
website within those time periods. 


    
      
        
        

      

      
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    If, at
any time, the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraphs of this
Section 4.03(a) with the SEC within the time periods specified above unless the
SEC will not accept such a filing. The Company will not take any action for the
purpose of causing the SEC not to accept any such filings. If, notwithstanding
the foregoing, the SEC will not accept the Company’s filings for any reason, the
Company will post the reports referred to in the preceding paragraphs of this
Section 4.03(a) on its website within the time periods that would apply if the
Company were required to file those reports with the SEC for a person that is a
“non-accelerated filer.”

     

    (b) If the
Company has designated any of its Subsidiaries as Unrestricted Subsidiaries,
then the quarterly and annual financial information required by the paragraphs
contained in subsection (a) of this Section 4.03 will include a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” of the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company.

     

    (c) In the
event that (1) the rules and regulations of the SEC permit the Company and any
direct or indirect parent entity of the Company to report at such entity’s level
on a consolidated basis, (2) such direct or indirect parent entity is not
engaged in any business other than the Permitted Business of the Company and (3)
such direct or indirect parent entity’s consolidated capitalization (including
cash and cash equivalents) does not differ materially from that of the Company’s
and its Subsidiaries’ on a consolidated basis, the information and reports
required by this covenant may be those of such parent entity on a consolidated
basis; provided that
such information and reports distinguish in all material respects between the
Company and its Subsidiaries and such direct or indirect parent entity and its
other subsidiaries, if any.

     

    (d) For so
long as any Notes remain outstanding, if at any time the Company is not required
to file with the SEC the reports required by paragraphs (a) and (b) of this
Section 4.03, the Company will furnish to the Holders of Notes 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.

     

    (e) Delivery
of any such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


    
      
        
        

      

      
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    Section
4.04 Compliance Certificate.


     

    (a) The
Company and each Guarantor (to the extent that such Guarantor is so required
under the TIA) shall deliver to the Trustee, within 90 days after the end of
each fiscal year ending after the Issue Date, a certificate from the principal
executive officer, principal financial officer or principal accounting officer
stating that a review of the activities of the Company and its Restricted
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officer with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture and further stating, as to each such Officer signing such certificate,
that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

     

    (b) So long
as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered
pursuant to Section 4.03 above shall be accompanied by a written statement of
the Company’s independent registered public accountants (who shall be a firm of
established national reputation) that in making the examination necessary for
certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

     

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


     

    Section
4.05 Taxes. 

     

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

     

    Section
4.06 Stay, Extension and Usury Laws.


     

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


     

    Section
4.07 Restricted Payments.


     

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


    
      
        
        

      

      
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    (1) declare
or pay any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct or
indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company and
other than dividends or distributions payable to the Company or a Restricted
Subsidiary of the Company);

     

    (2) purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company
(other
than in exchange for Equity Interests (other than Disqualified Stock) of
the
Company or any
direct or indirect parent company of the
Company);

     

    (3) make any
payment on or with respect to, or purchase, redeem, defease or otherwise acquire
or retire for value any Indebtedness of the Company or any Guarantor that is
contractually subordinated to the Notes or to any Note Guarantee (excluding any
intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries), except (i) payments of interest or principal at the Stated
Maturity thereof and (ii) the purchase, repurchase or other acquisition of any
such Indebtedness in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case, due within one year of
the date of such purchase, repurchase or other acquisition; or 

     

    (4) make any
Restricted Investment (all such payments and other actions set forth in these
clauses (1) through (4) above being collectively referred to as “Restricted
Payments”),


     

    unless,
at the time of and after giving effect to such Restricted Payment:

     

    (1) no
Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment; 

     

    (2) the
Company would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of
the applicable four-quarter period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof; and

     

    (3) such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since August 15,
2007 (excluding Restricted Payments permitted by clauses (2) through (12) and
(14) through (18) of Section 4.07(b)), is less than the sum, without
duplication, of:

     

    (A) 50% of
the Consolidated Net Income of the Company for the period (taken as one
accounting period) from July 1, 2007 to the end of the Company’s most recently
ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment (or, if such Consolidated Net Income for
such period is a deficit, less 100% of such deficit); plus 

     

    (B) 100% of
the aggregate Qualified Proceeds received by the Company since August 15, 2007
as a contribution to its equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or from the issue or
sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or
Disqualified Stock or debt securities) sold to a Subsidiary of the Company),
together with the aggregate cash and Cash Equivalents received by the Company or
any of its Restricted Subsidiaries at the time of such conversion or exchange;
plus


    
      
        
        

      

      
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    (C) to the
extent that any Restricted Investment made after August 15, 2007 is sold, is
otherwise disposed of or is repurchased, redeemed, liquidated or repaid, 100% of
the cash and the Fair Market Value of other property so received with respect to
such Restricted Investment (less the cost of disposition, if any); plus

     

    (D) to the
extent that any Unrestricted Subsidiary of the Company designated as such after
the date of this Indenture is redesignated as a Restricted Subsidiary after the
date of this Indenture, the Fair Market Value of the Company’s Investment in
such Subsidiary as of the date of such redesignation; plus

     

    (E) 100% of
any dividends (or other distributions) received by the Company or a Restricted
Subsidiary of the Company after the date of this Indenture from an Unrestricted
Subsidiary of the Company, to the extent that such dividends were not otherwise
included in the Consolidated Net Income of the Company for such
period.

     

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

     

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

     

    (2) the
making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of, Equity Interests of the Company (other than Disqualified Stock) or
from the substantially concurrent contribution of common equity capital to the
Company; 

     

    (3) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Indebtedness or any Disqualified Stock of the Company or any
Guarantor that is contractually subordinated to the Notes or to any Note
Guarantee with the net cash proceeds from a substantially concurrent incurrence
of (i) Permitted Refinancing Indebtedness or (ii) other Indebtedness which is
incurred in compliance with Section 4.09 so long as such new Indebtedness is
subordinated in right of payment to the Notes on terms that, taken as a whole,
are not materially less favorable to the Holders of Notes than those contained
in the documentation governing the Indebtedness being purchased, repurchased,
redeemed, defeased or acquired or retired for value; 

     

    (4) the
declaration or payment of any dividend (or other distribution) by a Restricted
Subsidiary of the Company to the holders of its Equity Interests on a
pro rata basis;



    
      
        
        

      

      
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    (5) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company and
any distribution, dividend, loan or advance to Parent or any direct or indirect
parent of Parent for the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of Parent or any direct or indirect
parent of Parent, in each case, held by any current or former officer, director,
consultant or employee of the Company or any of its Restricted Subsidiaries or,
in each case to the extent applicable, their respective estates, spouses, former
spouses or family members or other permitted transferees, in each case, pursuant
to any equity subscription agreement, stock option agreement, shareholders’
agreement or other agreement, benefit plan or arrangement of any kind;
provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests may not exceed $5.0 million in any calendar year period;
provided further that the
Company may carry over and make in subsequent calendar year periods, in addition
to the amounts permitted for such calendar year period, the amount of such
repurchases, redemptions or other acquisitions or retirements for value,
distributions, loans or advances permitted to have been made but not made in any
preceding calendar year period up to a maximum of $10.0 million in any calendar
year period; provided further that
such amount in any calendar year may be increased by an amount not to exceed (i)
the net cash proceeds from the sale of Equity Interests (other than Disqualified
Stock) of the Company (or any direct or indirect parent of the Company to the
extent such net cash proceeds are contributed to the common equity of the
Company) to employees, officers, directors or consultants (or any permitted
transferees thereof) of the Company and its Restricted Subsidiaries (or any
direct or indirect parent company thereof), that occurs after the date of this
Indenture plus (ii) the cash proceeds of key man life insurance policies
received by the Company and its Restricted Subsidiaries after the date of this
Indenture less any amounts previously applied to the payment of Restricted
Payments pursuant to this clause (5); provided further that
cancellation of Indebtedness owing to the Company from employees, officers,
directors and consultants (or any permitted transferees thereof) of the Company
or any of its Restricted Subsidiaries (or any direct or indirect parent company
thereof) in connection with a repurchase of Equity Interests of the Company from
such Persons will not be deemed to constitute a Restricted Payment for purposes
of this covenant or any other provisions of this Indenture; 

     

    (6) the
repurchase of Equity Interests deemed to occur upon the exercise of options,
warrants or other convertible securities to the extent such Equity Interests
represent a portion of the exercise price of those options, warrants or other
convertible securities;

     

    (7) so long
as no Event of Default has occurred and is continuing or would be caused
thereby, the declaration and payment of dividends and distributions to holders
of any class or series of Disqualified Stock of the Company or preferred stock
of any Restricted Subsidiary of the Company issued on or after the date of this
Indenture in accordance with the Fixed Charge Coverage Ratio test described in
Section 4.09(a) hereof; 

     

    (8) payments
made after August 15, 2007 in connection with or as a result of the Transactions
as described in the Offering Circular and any payment solely to reimburse the
Principals or their Affiliates for actual out-of-pocket expenses, not including
fees paid directly or indirectly to Principals or their Affiliates, in
connection with the Transactions or for the provision of third party services to
the Company and its Subsidiaries;

     

    (9) Permitted
Payments to Parent, including those payments permitted to be made pursuant to
Section 4.11(b)(7);

     

    (10) upon the
occurrence of a Change of Control and within 60 days after completion of a
Change of Control Offer pursuant to Section 4.15 (including the purchase of all
Notes tendered), any purchase or redemption of Indebtedness of the Company that
is contractually subordinated to the Notes (including, without limitation,
Indebtedness under the Senior Subordinated Credit Facility) or any Guarantee
that is required to be repurchased or redeemed pursuant to the terms thereof as
a result of such Change of Control, at a purchase price not greater than 101% of
the outstanding principal amount thereof (plus accrued and unpaid interest);
provided that,
prior to such repayment or repurchase, the Company shall have made the Change of
Control Offer with respect to the Notes as required by Section 4.15 hereof, and
the Company shall have repurchased all Notes validly tendered for payment and
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    (11) within 60
days after the completion of an Asset Sale Offer pursuant to Section 4.10
(including the purchase of all Notes tendered), any purchase or redemption of
Indebtedness of the Company that is contractually subordinated to the Notes
(including, without limitation, Indebtedness under the Senior Subordinated
Credit Facility) or any Guarantee that is required to be repurchased or redeemed
pursuant to the terms thereof as a result of such Asset Sale, at a purchase
price not greater than 100% of the outstanding principal amount thereof (plus
accrued and unpaid interest) with any Excess Proceeds that remain after
consummation of an Asset Sale Offer; provided that,
prior to such repayment or repurchase, the Company shall have made the Asset
Sale Offer with respect to the Notes as required by Section 4.10 hereof, and the
Company shall have repurchased all Notes validly tendered for payment and not
withdrawn in connection with such Asset Sale Offer;

     

    (12) the
redemption, repurchase or other acquisition for value of any common Equity
Interests of any Foreign Subsidiary of the Company that are held by a Person
that is not an Affiliate of the Company to the extent required to satisfy
applicable laws, rules or regulations in an aggregate amount since August 15,
2007 not to exceed $5.0 million; provided that the
consideration for such redemption, repurchase or other acquisition is not in
excess of an amount equal to the lesser of (x) the Fair Market Value of
such common Equity Interests or (y) such amount required by applicable
laws, rules or regulations;

     

    (13) so long
as no Default has occurred and is continuing or would be caused thereby, the
declaration or payments of dividends on the common Capital Stock of the Company
(or the payment of dividends to any direct or indirect parent company of the
Company) following a public equity offering of the common stock of the Company
or the common Capital Stock of a direct or indirect parent of the Company of up
to 6.0% per annum of the
net cash proceeds received by or contributed to the Company in or as a result of
such public equity offering (other than any net cash proceeds that constitute an
Excluded Contribution);

     

    (14) so long
as no Default has occurred and is continuing or would be caused thereby,
payments to enable the Company to make payments to holders of its Capital Stock
in lieu of issuance of fractional shares of its Capital Stock; provided, however, that
any such cash payment shall not be for the purpose of evading the limitation of
the covenant described under this subheading (as determined in the good faith by
the Board of Directors of the Company);

     

    (15) the
payment of intercompany Indebtedness that is expressly subordinated to the Notes
or any Guarantee, the incurrence of which is permitted under clause Section
4.09(b)(6); 

     

    (16) the
purchase, redemption, acquisition, cancellation or other retirement for value of
Equity Interests of the Company or any Restricted Subsidiary to the extent
necessary, in good faith judgment of the Board of Directors of the Company, to
prevent the loss or secure the renewal or reinstatement of any license, permit
or eligibility held by the Company or any of its Restricted Subsidiaries under
any applicable law or governmental regulation or the policies of any
governmental authority or other regulatory body in an aggregate amount not to
exceed $5.0 million since August 15, 2007;


    
      
        
        

      

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

     

    (18) distributions
or payments of securitization fees and purchases of Securitization Assets in
connection with Qualified Receivables Transactions; and

     

    (19) so long
as no Default has occurred and is continuing or would be caused thereby, other
Restricted Payments in an aggregate amount not to exceed $20.0 million since
August 15, 2007. 

     

    The
amount of all Restricted Payments (other than cash) will be the Fair Market
Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors’ determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $25.0 million. 

     

    Notwithstanding
any provision hereof to the contrary, any net cash proceeds, marketable
securities or Qualified Proceeds utilized for any Restricted Payment pursuant to
clause (3)(B) of Section 4.07(a) hereof or clauses (2), (5) or
(17) of Section 4.07(a) hereof, or that are utilized for the incurrence of
Indebtedness pursuant to Section 4.09(b)(19) hereof, shall not be utilized for
any Restricted Payment or incurrence of Indebtedness under the other provisions
referred to in this sentence.

     

    Section
4.08 Dividend and Other Payment
Restrictions Affecting Subsidiaries. 

     

    (a) The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

     

    (1) pay
dividends or make any other distributions on its Capital Stock to the Company or
any of its Restricted Subsidiaries or pay any Indebtedness owed to the Company
or any of its Restricted Subsidiaries;

     

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

     

    (3) transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries.

     

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

     

    (1) agreements
in effect on the date of this Indenture (including those governing Existing
Indebtedness and Credit Facilities) and any amendments, restatements,
modifications, renewals, increases, supplements, refundings, replacements or
refinancings of those agreements; provided that the
amendments, restatements, modifications, renewals, increases, supplements,
refundings, replacements or refinancings are not materially more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the date of this
Indenture;

     

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


    
      
        
        

      

      
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    (3) applicable
law, rule, regulation or order;

     

    (4) any
agreement or instrument of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent such agreement or instrument was incurred or issued in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired;
provided that, in
the case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be incurred;

     

    (5) customary
non-assignment provisions in leases, contracts, licenses and other agreements
entered into in the ordinary course of business;

     

    (6) purchase
money obligations for property acquired in the ordinary course of business and
Capital Lease Obligations that impose restrictions on the property purchased or
leased of the nature described in clause (3) of Section 4.08(a)
hereof;

     

    (7) any
agreement for the sale or other disposition of Equity Interests or assets of a
Restricted Subsidiary or an agreement entered into for the sale of assets that
restricts distributions by that Restricted Subsidiary pending such sale or other
disposition;

     

    (8) Permitted
Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being
refinanced;

     

    (9) Liens
permitted to be incurred under the provisions of Section 4.12 hereof that limit
the right of the debtor to dispose of the assets subject to such
Liens;

     

    (10)  provisions
limiting the disposition or distribution of assets or property in joint venture
agreements, limited liability company operating agreements, partnership
agreements, asset sale agreements, sale-leaseback agreements, options, stock
sale agreements, lease agreements, licenses and other similar agreements entered
into with the approval of the Company’s Board of Directors, which limitation is
applicable only to the assets that are the subject of such
agreements;

     

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

     

    (12) provisions
in agreements or instruments that prohibit the payment of dividends or the
making of other distributions with respect to any Capital Stock of a Person on
other than a pro rata
basis;

     

    (13) any
encumbrance or restriction contained in any Indebtedness incurred by a Foreign
Subsidiary pursuant Section 4.09;

     

    (14) any other
Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary
permitted to be incurred or issued, as applicable, subsequent to the date of
this Indenture pursuant to the provisions of Section 4.09 and any encumbrance or
restriction contained in such Indebtedness does not, in the good faith judgment
of the Board of Directors of the Company, adversely affect the ability of the
Company and the Guarantors, taken as a whole, from making scheduled payments of
cash interest on the Notes when due; and 


    
      
        
        

      

      
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    (15) in the
case of Section 4.08(a)(3) hereof, encumbrances or restrictions:

     

    (a) that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar
property or asset,

     

    (b) existing
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any of its
Restricted Subsidiaries not otherwise prohibited by this Indenture,
or

     

    (c) arising
or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from
the value of property or assets of the Company or any of its Restricted
Subsidiaries in any manner material to the Company or any of
its
Restricted Subsidiaries; 

     

    (16) any
encumbrance or restriction existing under or by reason of Indebtedness or other
contractual requirement of a Receivables Entity or any Standard Securitization
Undertaking, in each case in connection with a Qualified Receivables
Transaction; provided that
such restrictions apply only to such Receivables Entity and Receivables and
Related Assets; and

     

    (17) any
encumbrances or restrictions imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses
(1) through (16) above; provided that the
encumbrances or restrictions in such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are
not materially more restrictive, in the good faith judgment of the Board of
Directors of the Company, taken as a whole, than the encumbrances or
restrictions prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing.

     

    Section
4.09 Incurrence of Indebtedness and
Issuance of Preferred Stock. 

     

    (a) The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any
Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided,
however, that
the Company may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock and the Guarantors may incur Indebtedness (including Acquired
Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the
Company’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued, as the case may be, would have been at least 2.0 to 1.0,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or the preferred stock had been issued, as the case may be,
at the beginning of such four-quarter period.

     

    (b) The
provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of
the following items of Indebtedness (collectively, “Permitted Debt”):


    
      
        
        

      

      
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    (1) (a) the
incurrence by the Company or any Restricted Subsidiary of Indebtedness and
letters of credit under Credit Facilities which excludes the Notes issued on the
date of and pursuant to this Indenture in an aggregate principal amount at any
one time outstanding under this clause (1) (with letters of credit being deemed
to have a principal amount equal to the maximum potential liability of the
Company and its Restricted Subsidiaries thereunder) not to exceed $650.0 million
less the
aggregate principal amount of all Indebtedness incurred under clause (b) of this
paragraph plus the
amount of any fees, underwriting discounts, premiums, prepayment penalties and
other costs and expenses incurred in connection with extending, refinancing,
renewing, replacing or refunding any Credit Facility under which Indebtedness is
incurred pursuant to this clause (a), and (b) Indebtedness incurred by a
Receivables Entity in a Qualified Receivables Transaction that is not recourse
to the Company or any of its Restricted Subsidiaries (except for Standard
Securitization Undertakings); provided, however,
that
after giving effect to any such incurrence, the aggregate amount of all
indebtedness incurred under this clause (b) and then outstanding does not exceed
$650.0 million less the
aggregate principal amount of all Indebtedness incurred under clause (a) of this
paragraph;

     

    (2) the
incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;

     

    (3) the
incurrence by the Company and the Guarantors of Indebtedness represented by the
Notes and the related Note Guarantees to be issued on the date of this Indenture
and the Exchange Notes and the related Note Guarantees to be issued pursuant to
the Registration Rights Agreement;

     

    (4) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part
of the purchase price or cost of design, development, construction, installation
or improvement of real or personal property, plant or equipment used in the
business of the Company or any of its Restricted Subsidiaries (whether through
the direct acquisition or otherwise of such assets or the acquisition of Equity
Interests of any Person owning such assets), in an aggregate principal amount
for all Indebtedness, including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (4), not to exceed the greater of
$30.0 million and 2.0% of Total Assets at any time
outstanding;

     

    (5) the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to renew, refund, refinance, replace, defease or discharge any Indebtedness
(other than intercompany Indebtedness) that was permitted by this Indenture to
be incurred under Section 4.09(a) hereof or clauses (2) through (5), (14), (15)
or (17) through (22) of this Section 4.09(b);

     

    (6) the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however,
that:

     

    (A) if the
Company or any Guarantor is the obligor on such Indebtedness and the payee is
not the Company or a Guarantor, such Indebtedness must be expressly subordinated
to the prior payment in full in cash of all Obligations then due with respect to
the Notes, in the case of the Company, or the Note Guarantee, in the case of a
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    (B) (1) any
subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary and (2) any sale or other transfer of any such Indebtedness (other
than solely as a result of the creation of a Permitted Lien upon such
intercompany Indebtedness) to a Person that is not either the Company or a
Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence
of such Indebtedness by the Company or such Restricted Subsidiary, as the case
may be, that was not permitted by this clause (6);

     

    (7) the
issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of preferred stock; provided, however,
that:

     

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

     

    (B) any sale
or other transfer of any such preferred stock (other than solely as a result of
the creation of a Permitted Lien upon such Equity Interests) to a Person that is
not either the Company or a Restricted Subsidiary,

     

    will be
deemed, in each case, to constitute an issuance of such preferred stock by such
Restricted Subsidiary that was not permitted by this clause (7);

     

    (8) the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business;

     

    (9) (i) the
guarantee by the Company or any of the Guarantors of Indebtedness of the Company
or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this Section 4.09; and (ii) the guarantee by a Restricted
Subsidiary of the Company of Indebtedness of the Company or another Restricted
Subsidiary of the Company incurred in accordance with the terms of this
Indenture; provided, in each
case, that if the Indebtedness being guaranteed is subordinated to or
pari passu with the
Notes or any Note Guarantee, then the Guarantee shall be subordinated or
pari passu, as
applicable, to the same extent as the Indebtedness guaranteed;

     

    (10) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of insurance financing arrangements, take or pay obligations
contained in supply agreements, and obligations in respect of, workers’
compensation claims, self-insurance obligations, bankers’ acceptances,
performance, completion and surety bonds, appeal bonds, completion guarantees
and similar obligations, payment obligations in connection with self insurance
or similar requirements (including Indebtedness represented by letters of credit
for the account of the Company or such Restricted Subsidiary, as the case may
be, opened to provide security for any of the foregoing) in the ordinary course
of business;

     

    (11) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so
long as such Indebtedness is covered within five Business Days and obligations
in connection with netting services;


    
      
        
        

      

      
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    (12) the
incurrence by the Company or of its Restricted Subsidiaries of Indebtedness
arising from agreements of the Company or such Restricted Subsidiary providing
for indemnification, adjustment of purchase price or similar obligations, in
each case, incurred or assumed in connection with the sale or other disposition
of any business, assets or Capital Stock of the Company or any Restricted
Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Capital
Stock; provided that the
maximum aggregate liability in respect of all such Indebtedness shall at no time
exceed the gross proceeds, whether or not cash, actually received by the Company
and its Restricted Subsidiaries in connection with such
disposition;

    


    (13) the
incurrence by the Company or any of its Restricted Subsidiaries of contingent
liabilities arising out of endorsements of checks and other negotiable
instruments for deposit or collection in the ordinary course of
business;

    


    (14) the
incurrence by a Foreign Subsidiary of additional Indebtedness in an aggregate
principal amount, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (14), not to exceed $20.0 million at any
time outstanding;

    


    (15) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
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 reimbursement type obligations regarding workers’
compensation claims or self-insurance; provided, however, that,
upon the drawing of such instruments or the incurrence of such Indebtedness,
such obligations are reimbursed within 30 days following such drawing or
incurrence;

    


    (16) Indebtedness
of the Company or any of its Restricted Subsidiaries to the extent the proceeds
thereof are promptly used to redeem the Notes in full or deposited to defease or
discharge the Notes, in each case, in accordance with this Indenture;


    


    (17) Indebtedness
consisting of Permitted Investments of the kind described in clauses (7) and (8)
of the definition thereof;

    


    (18) Indebtedness
or Disqualified Stock of a Person incurred and outstanding on or prior to the
date on which such Person was acquired by the Company or any Restricted
Subsidiary or merged into the Company or a Restricted Subsidiary in accordance
with the terms of this Indenture; provided that
such Indebtedness or Disqualified Stock is not incurred in connection with or in
contemplation of, or to provide all or any portion of the funds or credit
support utilized to consummate, such acquisition or merger; and provided,
further that,
after giving effect to such incurrence of Indebtedness or issuance of
Disqualified Stock, the Fixed Charge Coverage Ratio for the Company’s most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued, as the case may
be, determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred or
the Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period, would not be less than such Fixed Charge Coverage
Ratio immediately prior to such incurrence or issuance;

     

    
      
        
        

      

      
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    (19) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in connection with the acquisition of all of the Capital Stock of a Person that
becomes a Restricted Subsidiary or all or substantially all of the assets of a
Person, in each case, engaged in a Permitted Business having an aggregate
principal amount at any one time outstanding, including all Permitted
Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease
or discharge any Indebtedness incurred pursuant to this clause (19), not to
exceed an amount equal to 100% of the net cash proceeds received by the Company
from the issuance or sale (other than to a Subsidiary of the Company) of its
Capital Stock (other than Disqualified Stock) or as a contribution to the equity
capital of the Company (other than as Disqualified Stock), in each case
subsequent to August 15, 2007;

    


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

    


    (21) to the
extent constituting Indebtedness, First Priority Cash Management Obligations;
and

    


    (22) the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable)
at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to renew, refund, refinance, replace, defease or discharge any
Indebtedness incurred pursuant to this clause (22), not to exceed $75.0
million.

    


    For
purposes of determining compliance with this Section 4.09, in the event that an
item of Indebtedness or proposed Indebtedness (or any portion thereof) meets the
criteria of more than one of the categories of Permitted Debt described in
clauses (1) through (22) above, or is entitled to be incurred pursuant to
Section 4.09(a) hereof, the Company (in its sole discretion) will be permitted
to divide and classify such item of Indebtedness (or any portion thereof) on the
date of its incurrence, and later, from time to time, reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture will
initially be deemed to have been incurred on such date in reliance on the
exception provided by clause (1) of the definition of Permitted Debt. The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, and the payment or
accrual of dividends on Disqualified Stock or preferred stock will not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Stock or
preferred stock for purposes of this Section 4.09; provided, in each
such case, that the amount of any such accrual, accretion or payment is included
in Fixed Charges of the Company as accrued. Notwithstanding any other provision
of this Section 4.09, the maximum amount of Indebtedness that the Company or any
Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.

    


    Notwithstanding
any provision hereof to the contrary, any net cash proceeds, marketable
securities or Qualified Proceeds utilized for any Restricted Payment pursuant to
clause (3)(B) of Section 4.07(a), or clauses (2), (5) or (17) of
Section 4.07(b), or that are utilized for the incurrence of Indebtedness
pursuant to clause (19) of this Section 4.09, shall not be utilized for any
Restricted Payment or incurrence of Indebtedness under the other provisions
referred to in this sentence. Furthermore, any net cash proceeds utilized for
any redemption of Notes pursuant to Section 3.07(a) shall be excluded from, and
such net cash proceeds shall not include the net cash proceeds utilized to incur
indebtedness under, Section 4.09(b)(19).

    


    The
amount of any Indebtedness outstanding as of any date will be:

    


    (1) the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;

    


    
      
        
        

      

      
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    (2) the
principal amount of the Indebtedness, in the case of any other
Indebtedness;

    


    (3) in
respect of Indebtedness of another Person secured by a Lien on the assets of the
specified Person, the lesser of:

    


    (A) the Fair
Market Value of such assets at the date of determination; and

    


    (B) the
amount of the Indebtedness subject to such Lien of the other
Person;

    


    (4) with
respect to Indebtedness of others supported by a guarantee of the Company or a
Restricted Subsidiary, the lesser of the amount of the primary indebtedness and
any stated limit on recourse under the guarantee; and

    


    (5) the
amount of the Indebtedness in respect of any Hedging Obligations at any time
shall be equal to the amount payable as a result of the termination of such
Hedging Obligations at such time.

    


    Section
4.10 Asset Sales.

    


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

    


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

    


    (2) at least
75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination
thereof. For purposes of this provision (but not the definition of Net
Proceeds), each of the following shall be deemed to be cash:

    


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

    


    (B) any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are, within 180 days following
receipt thereof, converted (including by way of a financing transaction) by the
Company or such Restricted Subsidiary into cash, to the extent of the cash
received in that conversion;

    


    (C) any stock
or assets of the kind referred to in clauses (3) or (5) of Section
4.10(b);

    


    
      
        
        

      

      
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    (D) any
Designated Noncash Consideration received by the Company or any Restricted
Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together
with all other Designated Noncash Consideration received pursuant to this clause
(D) that is at that time outstanding, not to exceed the greater of (i) $50.0
million and (ii) 5.0% of Total Assets at the time of receipt of such Designated
Noncash Consideration, with the Fair Market Value of each item of Designated
Noncash Consideration being measured at the time received without giving effect
to subsequent changes in value; and

    


    (E) cash held
in escrow as security for any purchase price settlement, for damages in respect
of a breach of representations and warranties or certain covenants or for
payment of other contingent obligations in connection with the Asset
Sale.

    


    (b)
Within 450 days after the receipt of any Net Proceeds from an Asset Sale
(provided that
with respect to clauses (3) and (5) of this Section 4.10(b), a binding
commitment entered into within such 450 day period shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so
long as such Net Proceeds are applied to satisfy such commitment within 180 days
of such commitment; provided further that if
any such commitment is cancelled or terminated for any reason before such Net
Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds),
the Company (or the applicable Restricted Subsidiary, as the case may be) may
apply such Net Proceeds, at its option:

    


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

    


    (2) to repay
any Indebtedness of any Restricted Subsidiary that is not a Guarantor (other
than any Indebtedness owed to the Company or another Restricted
Subsidiary);

    


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

    


    (4) to make a
capital expenditure that is used or useful in a Permitted Business;


    


    (5) to
acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business; or

    


    (6) to make
an Asset Sale Offer by designating such Net Proceeds as “Excess Proceeds” or, to
the extent a Change of Control has occurred as a result of such Asset Sale, to
make a Change of Control Offer.

    


    Pending
the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner
that is not prohibited by this Indenture. 

    


    
      
        
        

      

      
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    (c) Any
Net Proceeds from Asset Sales that are not applied or invested as provided in
Section 4.10(b) will constitute “Excess Proceeds.” When
the aggregate amount of Excess Proceeds exceeds $20.0 million, within ten days
thereof, the Company will make an Asset Sale Offer in
accordance with the procedures set forth in Section 3.09 to all
Holders of Notes and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets in
accordance with Section 3.09 hereof to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid
interest and Special Interest, if any, to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of the
Notes and other pari passu
Indebtedness properly and validly tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and the
Company or such other applicable party shall select such other pari passu
Indebtedness to be purchased on a pro rata basis.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be
reset at zero.

    


    (d) The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of Section 3.09
hereof or this Section 4.10, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under Section 3.09 hereof or this Section 4.10 by virtue of such
compliance.

    


    Section
4.11 Transactions with Affiliates.


    


    (a) The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate of the Company
(each an “Affiliate
Transaction”),
unless: 

    


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

    


    (2) the
Company delivers to the Trustee:

    


    (A) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $10.0 million, a resolution of
the Board of Directors of the Company set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with clause (1) of this
Section 4.11(a) and that such Affiliate Transaction has been approved by a
majority of the members of the Board of Directors of the Company (and, if any, a
majority of the disinterested members of the Board of Directors of the Company
with respect to such transaction); and

    


    (B) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $25.0 million (other than
Affiliate Transactions in connection with joint bidding, joint marketing or
other similar arrangements for the provision of services in the ordinary course
of services in the Permitted Business), an opinion as to the fairness to the
Company or such Subsidiary of such Affiliate Transaction from a financial point
of view issued by an accounting, appraisal or investment banking firm of
national standing.

    


    
      
        
        

      

      
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    (b) The
following items will not be deemed to be Affiliate Transactions and, therefore,
will not be subject to the provisions of Section 4.11(a) hereof:

    


    (1) any
consulting or employment agreement or arrangement, benefit arrangement or plan,
incentive compensation plan, stock option or stock ownership plan, employee
benefit plan, severance arrangements, expense reimbursement arrangements,
officer or director indemnification agreement or any similar arrangement entered
into by the Company or any of its Restricted Subsidiaries for the benefit of
directors, officers, employees and consultants of the Company or a direct or
indirect parent of the Company and payments and transactions pursuant thereto,
including, without limitation, those payments described under the captions
“Management—Employment
Agreements” and “Management—Compensation
of Directors” in the Offering Circular or otherwise in the ordinary course of
business;

    


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

    


    (3) transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such
Person;

    


    (4) payment
of reasonable directors fees to directors of the Company or any direct or
indirect parent or any Restricted Subsidiary of the Company and the provision of
customary indemnification and payment of other reasonable fees, compensation,
benefits and indemnifications paid or entered into with directors, officers,
employees and consultants of the Company or any direct or indirect parent or any
Restricted Subsidiary of the Company;

    


    (5) any
issuance of Equity Interests (other than Disqualified Stock) of the Company to
Affiliates of the Company or any contribution to the capital of the Company
(other than as Disqualified Stock) and the granting or performance of
registration rights in respect of any such Equity Interests;

    


    (6) Restricted
Payments and Permitted Investments that do not violate Section 4.07 hereof;


    


    (7) payment
of fees and reimbursement of expenses not in excess of the amounts specified in,
or determined pursuant to, the Management Agreement as in effect on the date of
this Indenture, and the
other payments and agreements described above under the caption “Certain
Relationships and Related Party Transactions” in the Offering Circular and any
renewals, amendments, extensions or replacements of any such agreement or
arrangements (so long as such renewals, amendments, extensions or replacements
are not, taken as a whole, materially less favorable to the Holders of the Notes
as determined by the Board of Directors in its reasonable good faith judgment)
and the transactions contemplated thereby;

    


    (8) Permitted
Payments to Parent;

    


    
      
        
        

      

      
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    (9) any
agreement or arrangements as in effect on the date of this Indenture and any
renewals, amendments, extensions or replacements of any such agreement or
arrangements (so long as such renewals, amendments, extensions or replacements
are not, taken as a whole, materially less favorable to the Holders of the Notes
as determined by the Board of Directors of the Company in its reasonable good
faith judgment) and the transactions contemplated thereby;

    


    (10) loans,
guarantees of loans, advances and other extensions of credit to it or on behalf
of current and former officers, directors, employees and consultants of the
Company, a Restricted Subsidiary of the Company, or a direct or indirect parent
of the Company made in the ordinary course of business or for the purpose of
permitting such Persons to purchase Capital Stock of the Company or any direct
or indirect parent of the Company or in connection with any relocation costs, in
an amount not to exceed $2.0 million in the aggregate at any one time
outstanding;

    


    (11) sales or
purchases of goods or provision of services, in the ordinary course of business,
at terms no less favorable to the Company or the applicable Restricted
Subsidiary, as determined in the good faith judgment of the Company, than those
available to third party customers or suppliers, to or with an Affiliate which
would constitute an Affiliate Transaction solely as a result of the Company or
any of its Restricted Subsidiaries being in or under common control with such
Affiliate and otherwise in compliance with the terms of this Indenture;


    


    (12) repurchases
of the Notes if repurchased on the same terms as offered to Persons that are not
Affiliates of the Company;

    


    (13) transactions
with a joint venture engaged in a Permitted Business; provided that all
the outstanding ownership interests of such joint venture are owned only by the
Company, its Restricted Subsidiaries and Persons that are not Affiliates of the
Company;

    


    (14) any
transactions with a Receivables Entity effected as part of a Qualified
Receivables Transaction;

    


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

    


    (16) payments
by the Company or any Restricted Subsidiary of the Company to any Principal for
any financial advisory, financing, underwriting or placement services, or in
respect of any investment banking activities, including, without limitation, in
connection with acquisitions and divestitures, which payments are approved by
the majority of the Board of Directors of the Company in good
faith.

    


    Section
4.12 Liens. 

    


    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly create, incur, assume or suffer to exist any Lien of any
kind (other than Permitted Liens) securing Indebtedness upon any asset
(“Primary Lien”), now
owned or hereafter acquired, unless all payments due under this Indenture and
the Notes are secured on an equal and ratable basis with the obligations so
secured (or, in the case of subordinated Indebtedness, prior or senior thereto,
with the same relative priority as the Notes shall have with respect to such
subordinated Indebtedness) until such time as such obligations are no longer
secured by a Lien.

    


    Any Lien
created for the benefit of the Holders of the Notes pursuant to the immediately
preceding paragraph shall automatically and unconditionally be released and
discharged upon the release and discharge of the Primary Lien, without any
further action on the part of any Person.

    


    
      
        
        

      

      
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    Section
4.13 Business Activities.


    


    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole. 

    


    Section
4.14 Corporate Existence.


    


    Subject
to Article 5 and Section 10.05 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

    


    (1) its
corporate existence, and the corporate, limited liability company, partnership
or other existence of each of its Restricted Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Restricted Subsidiary; and 

    


    (2) the
rights (charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; 

    


    provided,
however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Restricted
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.

    


    Section
4.15 Offer to Repurchase Upon Change of
Control. 

    


    (a) Upon the
occurrence of a Change of Control, the Company will make an offer (a
“Change of Control
Offer”) to
each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased
plus accrued and unpaid interest and Special Interest, if any, on the Notes
repurchased to the date of purchase, subject to the rights of Holders of Notes
on the relevant record date to receive interest due on the relevant interest
payment date (the “Change of Control
Payment”).
Within 30 days following any Change of Control, the Company will mail a notice
to the Trustee and to each Holder describing the transaction or transactions
that constitute the Change of Control and stating:

    


    (1) that the
Change of Control Offer is being made pursuant to this Section 4.15 and that all
Notes tendered will be accepted for payment; 

    


    (2) the
purchase price and the purchase date, which shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”);


    


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


    


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

    


    
      
        
        

      

      
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    (5) that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of
Holder to Elect Purchase” attached to the Notes completed, or transfer by
book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date;

    


    (6) that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have the Notes purchased; and

    


    (7) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered
(to the extent that such unpurchased portion is equal to $2,000 in principal
amount or integral multiple of $1,000 in excess thereof).

    


    The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of Section 4.15
hereof, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.15 by virtue of such compliance.

    


    (b) On the
Change of Control Payment Date, the Company will, to the extent
lawful:

    


    (1) accept
for payment all Notes or portions of Notes validly and properly tendered and not
withdrawn pursuant to the Change of Control Offer;

    


    (2) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes validly and properly tendered and not
withdrawn; and

    


    (3) deliver
or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.

    


    The
Paying Agent will promptly mail (but in any case not later than five days after
the Change of Control Payment Date) to each Holder of Notes validly and properly
tendered and not withdrawn the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided, that
each new Note will be in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date. A Change of Control Offer may be made in advance of a Change of
Control, conditional upon such Change of Control, if a definitive agreement is
in place for the Change of Control at the time of making the Change of Control
Offer. Notes repurchased pursuant to a Change of Control Offer will be retired
and cancelled.

    


    
      
        
        

      

      
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    (c) The
provision of this Section 4.15 requiring the Company to make a Change of Control
Offer following a Change of Control will be applicable whether or not any other
provisions of this Indenture are applicable. Except as described in this Section
4.15 with respect to a Change of Control, Holders of Notes may not require that
the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization, spin-off or similar transaction.

    


    (d) Notwithstanding
anything to the contrary in this Section 4.15, the Company will not be required
to make a Change of Control Offer upon a Change of Control if (1) a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.15 hereof and
purchases all Notes validly and properly tendered and not withdrawn under the
Change of Control Offer, (2) notice of redemption has been given pursuant to
Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price, or (3) in connection with or in contemplation of
any Change of Control, they or a third party has made an offer to purchase (an
“Alternate Offer”) any
and all Notes validly and properly tendered at a cash price equal to or higher
than the Change of Control Payment and has purchased all Notes validly and
properly tendered and not withdrawn in accordance with the terms of such
Alternate Offer.

    


    Section
4.16 Reserved. 

    


    Section
4.17 Payments for Consent.


    


    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to any Holder
of Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such consideration
is offered to be paid and is paid to all Holders of Notes that consent, waive or
agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

    


    Section
4.18 Additional Note Guarantees.


    


    If any of
the Company’s Restricted Subsidiaries (i) that is a Domestic Subsidiary
incurs any Indebtedness in excess of $10.0 million (other than Indebtedness
permitted to be incurred pursuant to clauses (6), (7), (8), (10), (11), (13),
(15) or (17) of Section 4.09(b)) or (ii) guarantees any
Indebtedness of the Company or any of the Guarantors, then that Subsidiary will
become a Guarantor and execute a supplemental indenture and deliver an opinion
of counsel satisfactory to the trustee within 20 Business Days of the date on
which such Indebtedness is incurred; provided that the
foregoing shall not apply to any Receivables Entity or any Subsidiary that has
properly been designated as an Unrestricted Subsidiary in accordance with this
Indenture for so long as it continues to constitute an Unrestricted
Subsidiary.

    


    Section
4.19 Designation of Restricted and
Unrestricted Subsidiaries.

    


    The Board
of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
Fair Market Value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary designated as Unrestricted (after
giving effect to any sale of Equity Interests of such Subsidiary in connection
with such designation) will be deemed to be an Investment made as of the time of
the designation and will either reduce the amount available for Restricted
Payments under Section 4.07 hereof or under one or more clauses of the
definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

     

    
      
        
        

      

      
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    Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a certified copy of a
resolution of the Board of Directors giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would no longer meet the preceding requirements for
designation as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the
Company; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary, and such designation will only be permitted if (1)(a) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period or (b) the Company’s Fixed Charge Coverage Ratio is equal to or
greater immediately following such designation than the Company’s Fixed Charge
Coverage Ratio immediately preceding such designation, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

    


    ARTICLE
5

    SUCCESSORS

    


    Section
5.01 Merger, Consolidation, or Sale of
Assets.

    


    The
Company shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation); or (2)
sell, assign, transfer, convey (not including any conveyance, if any, resulting
solely from the creation of any Lien), lease or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person, unless:

    


    (1) either:

    


    (A) the
Company is the surviving corporation; or 

    


    (B) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance, lease or
other disposition has been made is an entity organized or existing under the
laws of the United States, any state of the United States or the District of
Columbia; provided, that,
in the case of a Person that is not a corporation, a co-obligor of the Notes is
a corporation;

    


    (2) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance,
lease or other disposition has been made assumes all the obligations of the
Company under the Notes, this Indenture and the Registration Rights Agreement
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee and, if necessary, a supplemental registration rights
agreement;

    


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

    


    
      
        
        

      

      
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    (4) except in
the case of a consolidation, amalgamation or merger with or into or a sale,
assignment, transfer, conveyance or other disposition of all or substantially
all of the property and assets of the Company and any of its Restricted
Subsidiaries to a wholly-owned Restricted Subsidiary of the Company, the Company
or the Person formed by or surviving any such consolidation or merger (if other
than the Company), or to which such sale, assignment, transfer, conveyance,
lease or other disposition has been made would, on the date of such transaction
after giving pro forma effect thereto and any related financing transactions as
if the same had occurred at the beginning of the applicable four-quarter period:


    


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

    


    (B) would
have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed
Charge Coverage Ratio of the Company immediately prior to such transaction;
and

    


    (5) The
Company or such surviving Person shall deliver an Opinion of Counsel to the
Trustee stating that such merger or consolidation complies with this
Indenture.

    


    This
Section 5.01 will not apply to:

    


    (1) a merger
of the Company with an Affiliate solely for the purpose of reincorporating the
Company in another jurisdiction; or

    


    (2) any
consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among the Company and its Restricted
Subsidiaries.

    


    Section
5.02 Successor Corporation
Substituted.

    


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

    


    
      
        
        

      

      
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    ARTICLE
6

    DEFAULTS
AND REMEDIES

    


    Section
6.01 Events of
Default.

    


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

    


    (1) default
for 30 days in the payment when due of interest on, or Special Interest, if any,
with respect to, the Notes;

    


    (2) default
in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes;

    


    (3) failure
by the Company or any of its Restricted Subsidiaries for 30 days after notice to
the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to comply with the
provisions of Sections 4.10., 4.15 or 5.01 hereof;

    


    (4) failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to comply with any
of the other agreements in this Indenture;

    


    (5) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the date of this
Indenture, if that default:

    


    (A) is caused
by a failure to make any payment when due at the final maturity of such
Indebtedness (a “Payment Default”); or


    


    (B) results
in the acceleration of such Indebtedness prior to its express
maturity,

    


    and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$50.0 million or more;

    


    (6) failure
by the Company or any of its Significant Subsidiaries or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary to
pay final and non-appealable judgments entered by a court or courts of competent
jurisdiction aggregating in excess of $50.0 million (net of any amounts covered
by insurance or pursuant to which the Company is indemnified to the extent that
the third party under such agreement does not deny its obligations thereunder),
which judgments are not paid, discharged or stayed for a period of 60 days and,
in the event such judgment is covered by insurance, an enforcement proceeding
has been commenced by any creditor upon such judgment or decree that is not
promptly stayed;

    


    (7) except as
permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full
force and effect, or any Guarantor, or any Person acting on behalf of any
Guarantor, denies or disaffirms its obligations under its Note
Guarantee;

    


    
      
        
        

      

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

    


    (A) commences
a voluntary case,

    


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

    


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

    


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

    


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

    


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

    


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

    


    (C) orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary;

    


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

    


    Section
6.02 Acceleration.

    


    In the
case of an Event of Default specified in clauses (8) or (9) of Section 6.01
hereof, with respect to the Company, any Restricted Subsidiary of the Company
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately.

    


    Upon any
such declaration, the Notes shall become due and payable
immediately.

    


    
      
        
        

      

      
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    The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of the Holders of all of
the Notes, rescind an acceleration or waive any existing Default or Event of
Default and its consequences under this Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Special Interest, if
any, on, or the principal of, the Notes (other than a payment default resulting
from an acceleration that has been rescinded).

    


    Section
6.03 Other Remedies.

    


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

    


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

    


    Section
6.04 Waiver of Past
Defaults.

    


    Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium or Special Interest, if any, or interest on, the Notes;
provided, however, that
the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

    


    Section
6.05 Control by
Majority.

    


    Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

    


    Section
6.06 Limitation on
Suits.

    


    Holders
of Notes may not enforce this Indenture or the Notes except as provided in this
Indenture and the TIA. A Holder may pursue a remedy with respect to this
Indenture or the Notes only if:

    


    (1) such
Holder gives to the Trustee written notice that an Event of Default is
continuing;

    


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

     

    
      
        
        

      

      
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    (3) such
Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably 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
request and the offer of security or indemnity; and

    


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

    


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

    


    Section
6.07 Rights of Holders of Notes to
Receive Payment.

    


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

    


    Section
6.08 Collection Suit by
Trustee.

    


    If an
Event of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.

    


    Section
6.09 Trustee May File Proofs of
Claim.

    


    The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of Notes
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.

    


    
      
        
        

      

      
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    Section
6.10 Priorities.

    


    If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:

    


    First: to the
Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expenses and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of
collection;

    


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

    


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

    


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

    


    Section
6.11 Undertaking for
Costs.

    


    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then outstanding Notes.

    


    ARTICLE
7

    TRUSTEE

    


    Section
7.01 Duties of
Trustee.

    


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

    


    (b) Except
during the continuance of an Event of Default:

    


    (1) the
duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

     

    (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 furnished to the Trustee and conforming to the
requirements of this Indenture, but the Trustee need not verify the contents
thereof. However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture, but
need not confirm or investigate the accuracy of nonmaterial calculations or
other facts stated therein.

    


    
      
        
        

      

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

    


    (1) this
paragraph does not limit the effect of paragraph (b) of this Section 7.01 and
7.02;

    


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

    


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

    


    (d) Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.

    


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

    


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

    


    Section
7.02 Rights of
Trustee.

    


    (a) The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

    


    (b) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee will not be liable for
any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel. The Trustee may consult with counsel of its
selection and the advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

    


    (c) The
Trustee may act through its attorneys and agents and will not be responsible for
the misconduct or negligence of any attorney or agent (other than an agent who
is an employee of the Trustee) appointed with due care.

    


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

    


    
      
        
        

      

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

    


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

    


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

    


    (h) The
Trustee shall not be charged with knowledge of any Default or Event of Default
unless either (i) a Responsible Officer shall have actual knowledge thereof, or
(ii) the Trustee shall have received notice thereof from the Company or any
Holder of Notes.

    


    (i) In no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

    


    Section
7.03 Individual Rights of
Trustee.

    


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

    


    Section
7.04 Trustee’s
Disclaimer.

    


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

    


    Section
7.05 Notice of
Defaults.

    


    If a
Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Notes a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium or Special Interest, if
any, or interest on, any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of Notes.

    


    
      
        
        

      

      
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    Section
7.06 Reports by Trustee to Holders of
Notes.

    


    (a) Within 60
days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail to
the Holders of Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a)
has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also will comply with TIA § 313(b)(2).
The Trustee will also transmit by mail all reports as required by TIA
§ 313(c).

    


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

    


    Section
7.07 Compensation and
Indemnity.

    


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

    


    (b) The
Company and the Guarantors,
jointly and severally, will
indemnify the Trustee against any and all losses, claims, damage, liabilities or
expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company, the Guarantors, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense shall
be caused by its negligence or bad faith or willful misconduct. The Trustee will
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel and the Company will pay the reasonable
fees and expenses of such counsel. Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent will not be
unreasonably withheld.

    


    (c) The
obligations of the Company and the Guarantors under this Section 7.07 will
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee.

    


    (d) To secure
the Company’s and the Guarantors’ payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

    


    (e) When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

    


    
      
        
        

      

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

    


    Section
7.08 Replacement of
Trustee.

    


    (a) A
resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.

    


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

    


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

    


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

    


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

    


    (4) the
Trustee becomes incapable of acting.

    


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

    


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

    


    (e) If the
Trustee, after written request by any Holder who has been a Holder for at least
six months, fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

    


    (f) A
successor Trustee will deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon, the resignation or removal of
the retiring Trustee will become effective, and the successor Trustee will have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company’s obligations under Section 7.07 hereof will
continue for the benefit of the retiring Trustee.

    


    Section
7.09 Successor Trustee by Merger,
etc.

    


    If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national
association, the successor corporation or national association without any
further act will be the successor Trustee.

     

    
      
        
        

      

      
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    Section
7.10 Eligibility;
Disqualification.

    


    There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.

    


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

    


    Section
7.11 Preferential Collection of Claims
Against Company.

    


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

    


    ARTICLE
8

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

    


    Section
8.01 Option to Effect Legal Defeasance or
Covenant Defeasance.

    


    The
Company may at any time, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, elect to have either Section
8.02 or 8.03 hereof be applied to all outstanding Notes and all obligations of
the Guarantors upon compliance with the conditions set forth below in this
Article 8.

    


    Section
8.02 Legal Defeasance and
Discharge.

    


    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding
Notes (including the Note Guarantees) on the date the conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For
this purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Note Guarantees), which will thereafter be
deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in clauses (1) and (2) below, and
to have satisfied all their other obligations under such Notes, the Note
Guarantees and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which will survive until otherwise terminated or
discharged hereunder:

    


    (1) the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Special Interest, if any, on, such
Notes when such payments are due from the trust referred to in Section 8.04
hereof;

    


    (2) the
Company’s obligations with respect to such Notes under Article 2 concerning
issuing temporary notes, registration of notes, mutilated, destroyed, lost or
stolen notes, Section 4.02 and Section 8.05 hereof;

    


    
      
        
        

      

      
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    (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith;
and

    


    (4) this
Article 8.

    


    Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

    


    Section
8.03 Covenant
Defeasance.

    


    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.03,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof
and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, “Covenant
Defeasance”), and
the Notes will thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Company and the Guarantors may omit
to comply with and will have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply will not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees will be
unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(6) hereof will not constitute Events of
Default.

    


    Section
8.04 Conditions to Legal or Covenant
Defeasance.

    


    In order
to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:

    


    (1) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized investment bank, appraisal firm, or firm
of independent public accountants, to pay the principal of, premium and Special
Interest, if any, and interest on, the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to such stated
date for payment or to a particular redemption date;

    


    (2) in the
case of an election under Section 8.02 hereof, the Company must deliver to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that:

    


    (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or

    


    
      
        
        

      

      
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    (B) since the
date of this Indenture, there has been a change in the applicable federal income
tax law,

    


    in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

    


    (3) in the
case of an election under Section 8.03 hereof, the Company must deliver to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

    


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

    


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

    


    (6) the
Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of
Notes over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others;
and

    


    (7) the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

    


    Section
8.05 Deposited Money and Government
Securities to be Held in Trust; Other Miscellaneous
Provisions.

    


    Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held
in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Special Interest, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

    


    The
Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.

    


    
      
        
        

      

      
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    Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

    


    Section
8.06 Repayment to
Company.

    


    The
Trustee shall promptly, and in any event, no later than three Business Days, pay
to the Company after request therefor, any excess money or non callable
Government Securities held with respect to the Notes at such time in excess of
amounts required to pay any of the Company’s Obligations then owing with respect
to the Notes.

    


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

    


    Section
8.07 Reinstatement.

    


    If the
Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s and the Guarantors’ obligations under this Indenture and the Notes
and the Note Guarantees will be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that,
if the Company makes any payment of principal of, premium or Special Interest,
if any, or interest on, any Note following the reinstatement of its obligations,
the Company will be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying
Agent.

    


    ARTICLE
9

    AMENDMENT,
SUPPLEMENT AND WAIVER

    


    Section
9.01 Without Consent of Holders of
Notes.

    


    Notwithstanding
Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture or the Notes or the Note Guarantees without
the consent of any Holder of Note:

    


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

    


    
      
        
        

      

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

    


    (3) to
provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders of Notes and Note Guarantees by a successor to the Company or such
Guarantor pursuant to Article 5 or Article 10 hereof;

    


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

    


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

    


    (6) to
conform the text of this Indenture, the Note Guarantees or the Notes to any
provision of the “Description of Notes” section of the Offering Circular to the
extent that an officer of the Company certifies in good faith that such
provision of this Indenture, the Note Guarantees or the Notes was intended to be
a verbatim recitation of a provision of the “Description of Notes”;

    


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

    


    (8) to allow
any Guarantor to execute a supplemental indenture and/or a Note Guarantee with
respect to the Notes;

    


    (9) to comply
with the rules of any applicable securities depositary;

    


    (10) to
provide for a successor trustee in accordance with the terms of this Indenture
or to otherwise comply with any requirement of this Indenture; or

    


    (11) to add a
co-issuer or co-obligor of the Notes.

    


    Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon receipt by the Trustee of the documents described in Section 9.06 hereof,
the Trustee will join with the Company and the Guarantors in the execution of
any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee will not be obligated to enter
into such amended or supplemental indenture that adversely affects its own
rights, duties or immunities under this Indenture or otherwise.

    


    Section
9.02 With Consent of Holders of
Notes.

    


    Except as
provided in Section 9.01 and below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the
Note Guarantees with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or
Exchange Offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium or Special
Interest, if any, or interest on, the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or Exchange Offer for, or purchase of, the
Notes). 

     

    
      
        
        

      

      
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    Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 9.06 hereof, the Trustee will join with the
Company and the Guarantors in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture adversely affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but will not be obligated to,
enter into such amended or supplemental Indenture.

    


    It is not
necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment, supplement, waiver or
consent, but it is sufficient if such consent approves the substance
thereof.

    


    After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate
principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Notes or the Note Guarantees. However, without the consent
of each Holder affected, an amendment, supplement or waiver under this Section
9.02 may not (with respect to any Notes held by a non-consenting
Holder):

    


    (1) reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;

    


    (2) reduce
the principal of or change the fixed maturity of any Note or alter or waive any
of the provisions with respect to the date of or redemption price payable in
connection with the redemption of the Notes (except as provided above with
respect to Sections 3.09, 4.10 and 4.15 hereof);

    


    (3) reduce
the rate of or change the time for payment of interest, including default
interest, on any Note;

    


    (4) waive a
Default or Event of Default in the payment of principal of, or interest or
premium or Special Interest, if any, on, the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);

    


    (5) make any
Note payable in money other than that stated in the Notes;

    


    (6) make any
change in the provisions of this Indenture relating to waivers of past Defaults
or the rights of Holders of Notes to receive payments of principal of, or
interest or premium or Special Interest, if any, on, the Notes;

    


    (7) waive a
redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.10 or 4.15 hereof);

    


    
      
        
        

      

      
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    (8) release
any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture;
or

    


    (9) make any
change in the preceding amendment and waiver provisions.

    


    Section
9.03 Compliance with Trust Indenture
Act.

    


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

    


    Section
9.04 Revocation and Effect of
Consents.

    


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

    


    Section
9.05 Notation on or Exchange of
Notes.

    


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

    


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

    


    Section
9.06 Trustee to Sign Amendments,
etc.

    


    The
Trustee will sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Company may not
sign an amended or supplemental indenture until the Board of Directors of the
Company approves it. In executing any amended or supplemental indenture, the
Trustee will be provided with and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

    


    ARTICLE
10

    NOTE
GUARANTEES

    


    Section
10.01 Guarantee.

    


    (a) Subject
to this Article 10, each Guarantor and any future Domestic Subsidiaries that are
required to become Guarantors under this Indenture as described in Section 4.18
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the Obligations of the Company hereunder or thereunder,
that:

    


    
      
        
        

      

      
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    (1)  the
principal of, premium and Special Interest, if any, and interest on, the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise (including any interest, if lawful, on the overdue
principal of, and interest or Special Interest, if any, on the Notes) and all
other Obligations of the Company to the Holders or the Trustee hereunder or
under the Notes will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and 

    


    (2) in case
of any extension of time of payment or renewal of any Notes or any of such other
Obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

    


    Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

    


    (b) The
Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenant
that this Note Guarantee will not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture.

    


    (c) If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount
paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, will be reinstated in full force and
effect.

    


    (d) Each
Guarantor agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby. Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of
this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (2) in the event of any declaration of acceleration of such obligations as
provided in Article 6 hereof, such obligations (whether or not due and payable)
will forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.

    


    
      
        
        

      

      
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    Section
10.02 Limitation on Guarantor
Liability.


    Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Note Guarantee of such Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to any Note
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 10, result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent transfer or conveyance.

    


    Section
10.03 Execution and Delivery of Note
Guarantee.

    


    To
evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
will be executed on behalf of such Guarantor by one of its
Officers.

    


    Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

    


    If an
Officer whose signature is on this Indenture or on the Note Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Note
Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

    


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

    


    In the
event that the Company or any of its Restricted Subsidiaries creates or acquires
any Domestic Subsidiary after the date of this Indenture, if required by Section
4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the
provisions of Section 4.18 hereof and this Article 10, to the extent
applicable.

    


    Section
10.04 Guarantors May Consolidate, etc., on
Certain Terms.

    


    Except as
otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person)
another Person, other than the Company or another Guarantor,
unless:

    


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

    


    (2) either:

    


    (a) the
Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger assumes all the
obligations of that Guarantor under this Indenture, its Note Guarantee and the
Registration Rights Agreement on the terms set forth herein or therein, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee and, if necessary, a supplemental registration rights agreement;
or

    


    (b) the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of this Indenture, including without limitation, Section
4.10 hereof.

    


    
      
        
        

      

      
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    In case
of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed
upon the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor
Person will succeed to and be substituted for the Guarantor with the same effect
as if it had been named herein as a Guarantor. Such successor Person thereupon
may cause to be signed any or all of the Note Guarantees to be endorsed upon all
of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee. All the Note Guarantees so issued will
in all respects have the same legal rank and benefit under this Indenture as the
Note Guarantees theretofore and thereafter issued in accordance with the terms
of this Indenture as though all of such Note Guarantees had been issued at the
date of the execution hereof.

    


    Except as
set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b)
above, nothing contained in this Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or will prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.

    


    Section
10.05 Releases.

    


    (a) (i) In
the event of any sale or other disposition of all or substantially all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of Capital Stock of any Guarantor, in each case to a Person
that is not (either before or after giving effect to such transactions) the
Company or a Restricted Subsidiary of the Company, then such Guarantor (in the
event of a sale or other disposition, by way of merger, consolidation or
otherwise, of Capital Stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that
such sale or other disposition complies with the applicable provisions of this
Indenture, including, without limitation, Section 4.10 hereof; provided further that, in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of Capital Stock of any Guarantor, such Guarantor is no longer a
Restricted Subsidiary of the Company. Upon delivery by the Company to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.10 hereof,
the Trustee will execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under its Note
Guarantee.

    


    (b) Upon
designation of any Guarantor as an Unrestricted Subsidiary in accordance with
the terms of this Indenture, such Guarantor will be released and relieved of any
obligations under its Note Guarantee.

    


    (c) Upon
Legal Defeasance of this Indenture in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 11
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

    


    (d) If such
Guarantor is also a guarantor or borrower under the Senior Secured Credit
Facility and, at the time of release of its Guarantee, (x) has been or is
currently being released from its guarantee of or obligations under, and all
pledges and security, if any, granted in connection with the Senior Secured
Credit Facility, (y) is not an obligor under any Indebtedness (other than
Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10),
(11), (13), (15) or (17) of Section 4.09(b) hereof) and (z) does
not guarantee any Indebtedness of the Company or any of its Restricted
Subsidiaries, such Guarantor will be released and relieved of any obligations
under its Note Guarantee.

    


    
      
        
        

      

      
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    (e) In the
case of any Restricted Subsidiary of the Company which after the date of this
Indenture is required to guarantee the Notes pursuant to Section 4.18, the
release or discharge of the guarantee by such Restricted Subsidiary of all of
the Indebtedness of the Company or any Restricted Subsidiary of the Company or
the repayment of all of the Indebtedness or Disqualified Stock, in each case,
which resulted in the obligation to guarantee the Notes, then such Restricted
Subsidiary will be released and relieved of any obligations under its Note
Guarantee.

    


    Any
Guarantor not released from its obligations under its Note Guarantee as provided
in this Section 10.05 will remain liable for the full amount of principal of and
interest and premium and Special Interest, if any, on the Notes and for the
other obligations of any Guarantor under this Indenture as provided in this
Article 10.

    


    ARTICLE
11

    SATISFACTION
AND DISCHARGE

    


    Section
11.01  Satisfaction and
Discharge.

    


    This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued hereunder, when:

    


    (1) either:

    


    (a) all Notes
that have been authenticated, except lost, stolen or destroyed Notes that have
been replaced or paid and Notes for whose payment money has been deposited in
trust and thereafter repaid to the Company, have been delivered to the Trustee
for cancellation; or

    


    (b) all Notes
that have not been delivered to the Trustee for cancellation have become due and
payable by reason of the mailing of a notice of redemption or otherwise or will
become due and payable within one year and the Company or any Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, without consideration of any reinvestment of interest, to
pay and discharge the entire Indebtedness on the Notes not delivered to the
Trustee for cancellation for principal, premium and Special Interest, if any,
and accrued interest to the date of maturity or redemption;

    


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

    


    (3) the
Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and

    


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

    


    In
addition, the Company must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

    


    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

    


    Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01,
the provisions of Sections 11.02 and 8.06 hereof will survive. In addition,
nothing in this Section 11.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and
discharge of this Indenture.

    


    Section
11.02  Application of Trust
Money.

    


    Subject
to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium and Special Interest, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by
law.

    


    If the
Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01 hereof; provided that if
the Company has made any payment of principal of, premium or Special Interest,
if any, or interest on, any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

    


    ARTICLE
12

    MISCELLANEOUS

    


    Section
12.01  Trust Indenture Act
Controls.

    


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

    


    Section
12.02  Notices.

    


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

    


    If to the
Company and/or any Guarantor:

    


    Aeroflex
Incorporated

    35 South
Service Road

    P.O. Box
6022

    Plainview,
New York 11803

    Facsimile
No.: (516) 694-0658

    Attention:
John Adamovich, Jr. 

    


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

       

    

    With a
copy to:

    Schulte
Roth & Zabel LLP

    919 Third
Avenue

    New York,
New York 10022

    Facsimile
No.: (212) 593-5955

    Attention:
Michael Littenberg, Esq.

    


    If to the
Trustee:

    The Bank
of New York Mellon

    101
Barclay Street, 8W

    New York,
New York 10286

    Facsimile
No.: (212) 815-5707

    Attention:
Corporate Trust Administration

    


    The
Company, any Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or
communications.

    


    All
notices and communications (other than those sent to Holders) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if transmitted by facsimile; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

    


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

    


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

    


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

    


    Section
12.03  Communication by Holders of Notes
with Other Holders of Notes.

    


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

    


    Section
12.04  Certificate and Opinion as to
Conditions Precedent.

    


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

    


    (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

    


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

       

    

    (2) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

    


    Notwithstanding
the foregoing, no such Opinion of Counsel shall be given with respect to the
authentication and delivery of the Initial Notes.

    


    Section
12.05  Statements Required in Certificate
or Opinion.

    


    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and
must 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 or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

    


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

    


    Section
12.06 Rules by Trustee and
Agents.

    


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

    


    Section
12.07 No Personal Liability of Directors,
Officers, Employees and Stockholders.

    


    No past,
present or future director, officer, employee, partner, manager, agent, member,
incorporator (or Person forming any limited liability company) or stockholder of
the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture,
the Note Guarantees, the Registration Rights Agreement or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note and a Note Guarantee waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes and the Note Guarantees. The waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
SEC that such waiver is against public policy.

    


    Section
12.08 Governing Law.

    


    THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

    


    Section
12.09 No Adverse Interpretation of Other
Agreements.

    


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

    


    Section
12.10 Successors.

    


    All
agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05 hereof.

    


    Section
12.11 Severability.

    


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

    


    Section
12.12 Counterpart
Originals.

    


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

    


    Section
12.13 Table of Contents, Headings,
etc.

    


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

    


    Section
12.14 Force Majeure.

    


    In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software or
hardware) services; it being understood that the Trustee shall us reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

    


    [Signatures
on following page]

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

    

      SIGNATURES

      


      Dated as
of August 7, 2008

       

    

    
      
        	
                Aeroflex
      Incorporated

              
	 
	
                By:

              	
                /s/ Leonard Borow

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      President and Chief Executive Officer

              
	 
	
                Aeroflex
      Colorado Springs, Inc.

              
	 
	
                By:

              	
                /s/ Leonard Borow

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      President 

              
	 
	
                Aeroflex
      High Speed Test Solutions, Inc.

              
	 
	
                By:

              	
                /s/ Leonard Borow

              
	 	
                
                  
                    Name:
      Leonard Borow

                  

                

              
	 	
                Title:
      President 

              
	 
	
                Aeroflex
      / Inmet, Inc.

              
	 
	
                By:

              	
                /s/ Leonard Borow

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      Vice President 

              
	
                 

              
	
                Aeroflex
      / KDI, Inc.

              
	 
	
                By:

              	
                /s/ Leonard Borow

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      Vice President 

              


      

       

      
        Signature
page to Indenture

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Aeroflex
      / Metelics, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      Vice President 

                

              
	 
	
                Aeroflex
      Microelectronic Solutions, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      Vice President 

                

              
	 
	
                Aeroflex
      Plainview, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      President 

              
	 
	
                Aeroflex
      / Weinschel, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      Vice President 

                

              
	 
	
                Aeroflex
      Wichita, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      President 

              
	 
	
                IFR
      Finance, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                Title:
      President 

              


      

       

      
        Signature
page to Indenture

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                IFR
      Systems, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      President 

                

              
	 
	
                MCE
      Asia, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      President 

                

              
	 
	
                AIF
      Corp.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      President 

                

              
	 
	
                Aeroflex
      Bloomingdale, Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      President 

                

              
	 
	
                Micro-Metrics,
      Inc.

              
	 
	
                By:

              	
                
                  /s/ Leonard Borow

                

              
	 	
                
                  Name:
      Leonard Borow

                

              
	 	
                
                  Title:
      President 

                

              


      

       

      
        Signature
page to Indenture

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                The
      Bank of New York Mellon, as Trustee

              
	 
	 
	
                By:

              	
                /s/ Franca M. Ferrera

              
	 	
                Name: Franca M.
  Ferrera

              
	 	
                Title:
      Assistant Vice President

              


      

    

    


      Signature
page to Indenture


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      EXHIBIT
A1

       

    

    [Face of
Note]

    
      
        

      

    

     

    CUSIP/CINS
__________

    


    11.75%
Senior Notes due 2015

    


      
        	
                No.
      ___

              	
                $____________

              


      

    

    


    Aeroflex
Incorporated

    


    promises
to pay to                or
registered assigns, 

    


    the
principal sum of __________________________________________________________
DOLLARS on February 15, 2015.

    


    Interest
Payment Dates: February 15 and August 15 

    


    Record
Dates: February 1 and August 1 

    


    Dated:
__________, 200_

    

      
        	 	
                AEROFLEX
      INCORPORATED

              
	 	 
	 	 
	 	
                By:

              	  
	 	 	
                Name:

              
	 	 	
                Title:
      

              


      

    

     

    This is
one of the Notes referred to

    in the
within-mentioned Indenture:

    

      
        	
                THE
      BANK OF NEW YORK MELLON,

              	 
	
                as
      Trustee

              	 
	 	 	 
	 	 	 
	
                By:
      

              	 	 
	 	
                Authorized
      Signatory

              	 


      

    

     

    
      
        
        

      

      
        A1-1

        
          

        

      

      
        
        

      

    

    


    [Back of
Note]


    11.75%
Senior Notes due 2015

    


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

    


    [Insert the Private Placement Legend,
if applicable pursuant to the provisions of the Indenture]

    


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

    


    (1) Interest.
Aeroflex Incorporated, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 11.75% per
annum from ________________, 20__ until maturity and shall pay the Special
Interest, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and Special Interest,
if any, semi-annually in arrears on February 15 and August 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment
Date”).
Interest and Special Interest, if any, on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if
there is no existing Default in the payment of interest, and Special Interest,
if any, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest and
Special Interest, if any, shall accrue from such next succeeding Interest
Payment Date; provided further that the
first Interest Payment Date shall be _____________, 20__. The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal on demand at a rate that is equal to 1% per
annum in excess of the interest rate then in effect on the Notes to the extent
lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Special
Interest, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest and Special
Interest, if any, will be computed on the basis of a 360-day year of twelve
30-day months.

    


    (2) Method of Payment. The
Company will pay interest on the Notes (except defaulted interest) and Special
Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Special Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest and
Special Interest, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Special Interest, if any, on,
all Global Notes and all other Notes to the extent that the Holders thereof have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private
debts.

    


    (3) Paying Agent and
Registrar.
Initially, The Bank of New York Mellon, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.

    


    
      
        
        

      

      
        A1-2

        
          

        

      

      
        
        

      

    

    


    (4) Indenture. The
Company issued the Notes under an Indenture dated as of August 7, 2008 (the
“Indenture”)
between the Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are unsecured obligations of the Company. Subject to the covenants set
forth in the Indenture, the Company may issue Additional Notes.

    


    (5) Optional
Redemption.

    


    (a) Except as
set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not
have the option to redeem the Notes prior to August 15, 2011. The
Company is not prohibited by the terms of the Indenture, however, from acquiring
the Notes pursuant to an issuer tender offer, in open market transactions or
otherwise, so long as such acquisition does not otherwise violate the terms of
the Indenture. On or
after August 15, 2011, the Company will have the option to redeem all or a part
of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on August 15 of the years indicated below, subject to the
rights of Holders of Notes on the relevant record date to receive interest on
the relevant interest payment date:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2011

            	 	 	
              105.8750

            	
              %

            
	
              2012

            	 	 	
              102.9375

            	
              %

            
	
              2013
      and thereafter

            	 	 	
              100.0000

            	
              %

            


    

    


    (b) At any
time prior to August 15, 2010, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price equal to 111.750% of the principal amount, plus
accrued and unpaid interest and Special Interest, if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings by the Company
or a contribution to the Company’s common equity capital made with the net cash
proceeds of one or more Equity Offerings by a direct or indirect parent of the
Company; provided that at
least 50% in aggregate principal amount of Notes originally issued under the
Indenture (excluding Notes held by the Company and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption and that such
redemption occurs within 90 days of the date of the closing of such Equity
Offering or equity contribution.

    


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

    


    (d) Unless
the Company defaults in the payment of the redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date. 

    


    
      
        
        

      

      
        A1-3

        
          

        

      

      
        
        

      

    

    


    (6) Mandatory
Redemption.

    


    The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

    


    (7) Repurchase at the Option of
Holder.

    


    (a) If there
is a Change of Control, the Company will be required to make an offer (a
“Change of Control
Offer”) to
each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Special Interest, if any, thereon to the date of purchase,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date. Within 30 days following any Change
of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the
Indenture.

    


    (b) If the
Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
within ten days of each date on which the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company will commence an offer, in accordance with
the procedures set forth in Section 3.09 of the Indenture, to all Holders of
Notes and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets (an
“Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Special Interest, if any,
thereon to the date of purchase, and will be payable in cash, in accordance with
the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes and other pari passu
Indebtedness validly and properly tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may
use such deficiency for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and other pari passu
Indebtedness validly and properly tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and the
Company or such other applicable party shall select such other pari passu
Indebtedness to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase”
attached to the Notes.

    


    (8) Notice of Purchase or
Redemption. Notice
of purchase or redemption will be mailed at least 30 days but not more than 60
days before the purchase or redemption date to each Holder whose Notes are to be
purchased or redeemed at its registered address, except that purchase or
redemption notices may be mailed more than 60 days prior to a purchase or
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction or discharge of the Indenture. No Notes in denominations
of $2,000 or less shall be redeemed or purchased in part unless all of the Notes
held by a Holder are to be redeemed. 

    


    
      
        
        

      

      
        A1-4

        
          

        

      

      
        
        

      

       

    

    (9) Denominations, Transfer,
Exchange. The
Notes are in registered form without coupons in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company will require a
Holder to pay all taxes or similar government charges due on transfer or
exchange. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before the mailing of a notice
of redemption of Notes to be redeemed or during the period between a record date
and the next succeeding Interest Payment Date.

    


    (10) Persons Deemed
Owners. The
registered Holder of a Note may be treated as its owner for all purposes.
Only
registered Holders will have rights under the Indenture.

    


    (11) Amendment, Supplement and
Waiver. Subject
to certain exceptions, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes including Additional
Notes, if any, voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or Exchange Offer
for, Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture, any
existing Default or Event of Default or compliance with any provision of the
Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes including Additional Notes, if any, voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or Exchange Offer for, Notes). Without the consent of any Holder of
a Note, the Indenture or the Notes or the Note Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Note Guarantees in case of a merger or consolidation,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture, the Note Guarantees or the Notes to any
provision of the “Description of Notes” section of the Company’s Offering
Circular dated August 4, 2008, relating to the initial offering of the Notes, to
the extent that such provision in that “Description of Notes” was intended to be
a verbatim recitation of a provision of the Indenture, the Note Guarantees or
the Notes, to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture, to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes, to comply with the rules of any applicable securities depository, to
provide for a successor trustee in accordance with the terms of the Indenture or
to otherwise comply with the requirements of the Indenture, or to add a
co-issuer or co-obligor of the Notes.

     

    
      
        
        

      

      
        A1-5

        
          

        

      

      
        
        

      

    


    (12) Defaults and
Remedies. Events
of Default include: (i) default for 30 days in the payment when due of interest
on, or Special Interest, if any, with respect to the Notes; (ii) default in the
payment when due (at maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on, the Notes, (iii) failure by the Company or any of
its Restricted Subsidiaries for 30 days after notice to the Company by the
Trustee or Holders of at least 25% in aggregate principal amount of the Notes
then outstanding voting as a single class to comply with Sections 4.10, 4.15 or
5.01 of the Indenture; (iv) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class to comply with any of the other agreements
in the Indenture; (v) default under certain other agreements relating to
Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final and
non-appealable judgments for the payment of money that remain undischarged for a
period of 60 days and, in the event such judgment is covered by insurance, an
enforcement proceeding has been commenced by any creditor upon such judgment or
decree that is not promptly stayed; (vii) except as permitted by the Indenture,
any Note Guarantee is held in any judicial proceeding to be unenforceable or
invalid or ceases for any reason to be in full force and effect or any Guarantor
or any Person acting on its behalf denies or disaffirms its obligations under
such Guarantor’s Note Guarantee; (viii) certain events of bankruptcy or
insolvency described in the Indenture with respect to the Company or any
Restricted Subsidiary of the Company that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency (described in
clause (viii) above), all outstanding Notes will become due and payable
immediately without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture or the TIA. Subject
to certain limitations, Holders of a majority in aggregate principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or premium or Special Interest,
if any,) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders of all of the
Notes, rescind an acceleration or waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium or Special Interest, if any, on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of
Default.

    


    (13) Trustee Dealings with
Company. The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee, subject to the relevant provisions of the TIA.

    


    (14) No Recourse Against
Others. A past,
present or future director, officer, employee, partner, manager, agent, member,
incorporator (or Person forming any limited liability company) or stockholder of
the Company or any of the Guarantors, as such, will not have any liability for
any obligations of the Company or the Guarantors under the Notes, the Note
Guarantees, the Registration Rights Agreement or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note and a Note Guarantee waives and releases all
such liability. The waiver and release are part of the consideration for the
issuance of the Notes and the Note Guarantees. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
SEC that such waiver is against public policy.

    


    (15) Authentication. This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

    


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

    


    
      
        
        

      

      
        A1-6

        
          

        

      

      
        
        

      

    

    


    (17) Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Restricted Global Notes and Restricted Definitive Notes will have all the
rights set forth in the Registration Rights Agreement dated as of August 7,
2008, between the Company, the Guarantors and the other parties named on the
signature pages thereof or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes will have the rights set
forth in one or more registration rights agreements, if any, between the
Company, the Guarantors and the other parties thereto, relating to rights given
by the Company and the Guarantors to the purchasers of any Additional Notes
(collectively, the “Registration Rights
Agreement”).

    


    (18) CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption, and reliance may be placed only on the other identification numbers
placed thereon.

    


    (19) GOVERNING LAW. THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    


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

    


    Aeroflex
Incorporated 


    35 South
Service Road


    P.O. Box
6022


    Plainview,
NY 11803

    Attention:
John Adamovich, Jr.

     

    
      
        
        

      

      
        A1-7

        
          

        

      

      
        
        

      

    

    
      

        Assignment
Form

         

        
          
            
              	
                      To
      assign this Note, fill in the form
below:

                    


            

             

            
              	
                      (I)
      or (we) assign and transfer this Note to:

                    	 
	 	
                      (Insert
      assignee’s legal name)

                    


            

          

           

          
            	
                     

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

                  
	
                     

                  
	
                     

                  
	
                     

                  
	
                     

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

                  


          

           

          
            	 	 
	
                    and
      irrevocably appoint

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

                  
	 	 
	
                    Date:
      _______________

                  	 


          

           

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

                    


            

          

           

          
            Signature
Guarantee*: ___________________________

          

           

          *     Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

        

      

       

      
        
          
          

        

        
          A1-8

          
            

          

        

        
          
          

        

      

    


    Option of
Holder to Elect Purchase

    


    If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:

    

      
        	
                —Section
      4.10

              	 	
                —Section
      4.15

              


      

    

    


    If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:

    


    $_______________

    


    Date:
_______________

    


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

            


    

     

    
      Tax
Identification No.:________________________________

       


    Signature
Guarantee*: _________________________

     

    * Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

     

    
      
        
        

      

      
        A1-9

        
          

        

      

      
        
        

      

    

     

    Schedule
of Exchanges of Interests in the Global Note *

    


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

    

      
        	
                Date of Exchange

              	 	
                Amount of

                decrease in

                Principal Amount 

                of
      this
      Global Note

              	 	
                Amount
      of

                increase in

                Principal Amount 

                of
      this
      Global Note

              	 	
                Principal Amount 

                of
      this Global
      Note

                following such

                decrease 

                (or increase)

              	 	
                Signature of

                authorized officer

                of Trustee or 

                Custodian

              
	 	 	 	 	 	 	 	 	 


      

    

     

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

     

    
      
        
        

      

      
        A1-10

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
A2

       

    

    
      [Face of
Regulation S Temporary Global Note]

      
        
          

        

      

       

      CUSIP/CINS
__________

      


      11.75%
Senior Notes due 2015

      


        
          	
                  No.
      ___

                	
                  $____________

                


        

      

      


      Aeroflex
Incorporated

      


      promises
to pay to                or
registered assigns, 

      


      the
principal sum of __________________________________________________________
DOLLARS on February 15, 2015.

      


      Interest
Payment Dates: February 15 and August 15 

      


      Record
Dates: February 1 and August 1 

      


      Dated:
__________, 200_

      

        
          	 	
                  AEROFLEX
      INCORPORATED

                
	 	 
	 	 
	 	
                  By:

                	  
	 	 	
                  Name:

                
	 	 	
                  Title:
      

                


        

      

       

      This is
one of the Notes referred to

      in the
within-mentioned Indenture:

      

        
          	
                  THE
      BANK OF NEW YORK MELLON,

                	 
	
                  as
      Trustee

                	 
	 	 	 
	 	 	 
	
                  By:
      

                	 	 
	 	
                  Authorized
      Signatory

                	 


        

      

    

     

    
      
        
        

      

      
        A2-1

        
          

        

      

      
        
        

      

    

    


    [Back of
Regulation S Temporary Global Note]

    11.75%
Senior Notes due 2015

    


    THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL
OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON.

    


    THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AEROFLEX INCORPORATED.

    


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

    


    
      
        
        

      

      
        A2-2

        
          

        

      

      
        
        

      

    


    “THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2),
(3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.” 

    


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

    


    (1) Interest.
Aeroflex Incorporated, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 11.75% per
annum from ________________, 20__ until maturity and shall pay the Special
Interest, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and Special Interest,
if any, semi-annually in arrears on February 15 and August 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment
Date”).
Interest and Special Interest, if any, on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if
there is no existing Default in the payment of interest, and Special Interest,
if any, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest and
Special Interest, if any, shall accrue from such next succeeding Interest
Payment Date; provided further that the
first Interest Payment Date shall be _____________, 20__. The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal on demand at a rate that is equal to 1% per
annum in excess of the interest rate then in effect on the Notes to the extent
lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Special
Interest, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest and Special
Interest, if any, will be computed on the basis of a 360-day year of twelve
30-day months.

    


    Until
this Regulation S Temporary Global Note is exchanged for one or more Regulation
S Permanent Global Notes, the Holder hereof shall not be entitled to receive
payments of interest hereon; until so exchanged in full, this Regulation S
Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

     

    
      
        
        

      

      
        A2-3

        
          

        

      

      
        
        

      

    


    (2) Method of Payment. The
Company will pay interest on the Notes (except defaulted interest) and Special
Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on the February 1 or August 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Special Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest and
Special Interest, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Special Interest, if any, on,
all Global Notes and all other Notes to the extent that the Holders thereof have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private
debts.

    


    (3) Paying Agent and
Registrar.
Initially, The Bank of New York Mellon, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.

    


    (4) Indenture. The
Company issued the Notes under an Indenture dated as of August 7, 2008 (the
“Indenture”) between
the Company, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the TIA. The Notes are subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are
unsecured obligations of the Company. Subject to the covenants set forth in the
Indenture, the Company may issue Additional Notes.

    


    (5) Optional
Redemption.

    


    (a) Except as
set forth in subparagraph (b) and (c) of this Paragraph 5, the Company will not
have the option to redeem the Notes prior to August 15, 2011. The Company is not
prohibited by the terms of the Indenture, however, from acquiring the Notes
pursuant to an issuer tender offer, in open market transactions or otherwise, so
long as such acquisition does not otherwise violate the terms of the Indenture.
On or after August 15, 2011, the Company will have the option to redeem all or a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed to the applicable redemption date, if redeemed during the twelve-month
period beginning on August 15 of the years indicated below, subject to the
rights of Holders of Notes on the relevant record date to receive interest on
the relevant interest payment date:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2011

            	 	 	
              105.8750

            	
              %

            
	
              2012

            	 	 	
              102.9375

            	
              %

            
	
              2013
      and thereafter

            	 	 	
              100.0000

            	
              %

            


    

     

    (b) At any
time prior to August 15, 2010, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price equal to 111.750% of the principal amount, plus
accrued and unpaid interest and Special Interest, if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings by the Company
or a contribution to the Company’s common equity capital made with the net cash
proceeds of one or more Equity Offerings by a direct or indirect parent of the
Company; provided that at least 50% in aggregate principal amount of Notes
originally issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries) remains outstanding immediately after the occurrence of such
redemption and that such redemption occurs within 90 days of the date of the
closing of such Equity Offering or equity contribution.

    


    
      
        
        

      

      
        A2-4

        
          

        

      

      
        
        

      

    

    


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

    


    (d) Unless
the Company defaults in the payment of the redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date. 

    


    (6) Mandatory
Redemption.

    


    The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

    


    (7) Repurchase
at the Option of Holder.

    


    (a) If there
is a Change of Control, the Company will be required to make an offer (a
“Change of Control
Offer”) to
each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Special Interest, if any, thereon to the date of purchase,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date. Within 30 days following any Change
of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the
Indenture.

    


    (b) If the
Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
within ten days of each date on which the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company will commence an offer, in accordance with
the procedures set forth in Section 3.09 of the Indenture, to all Holders of
Notes and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets (an
“Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Special Interest, if any,
thereon to the date of purchase, and will be payable in cash, in accordance with
the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes and other pari passu
Indebtedness validly and properly tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may
use such deficiency for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and other pari passu
Indebtedness validly and properly tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and the
Company or such other applicable party shall select such other pari passu
Indebtedness to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled “Option of
Holder to Elect Purchase” attached to the Notes.

     

    
      
        
        

      

      
        A2-5

        
          

        

      

      
        
        

      

    

    


    (8) Notice of Purchase or
Redemption. Notice
of purchase or redemption will be mailed at least 30 days but not more than 60
days before the purchase or redemption date to each Holder whose Notes are to be
purchased or redeemed at its registered address, except that purchase or
redemption notices may be mailed more than 60 days prior to a purchase or
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction or discharge of the Indenture. No Notes in denominations
of $2,000 or less shall be redeemed or purchased in part unless all of the Notes
held by a Holder are to be redeemed. 

    


    (9) Denominations, Transfer,
Exchange. The
Notes are in registered form without coupons in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company will require a
Holder to pay all taxes or similar government charges due on transfer or
exchange. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before the mailing of a notice
of redemption of Notes to be redeemed or during the period between a record date
and the next succeeding Interest Payment Date.

    


    This
Regulation S Temporary Global Note is exchangeable in whole or in part for one
or more Global Notes only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.

    


    (10) Persons Deemed
Owners. The
registered Holder of a Note may be treated as its owner for all purposes. Only
registered Holders will have rights under the Indenture. 

    


    (11) Amendment, Supplement and
Waiver. Subject
to certain exceptions, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes including Additional
Notes, if any, voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or Exchange Offer
for, Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture, any
existing Default or Event of Default or compliance with any provision of the
Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes including Additional Notes, if any, voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or Exchange Offer for, Notes). Without the consent of any Holder of
a Note, the Indenture or the Notes or the Note Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Note Guarantees in case of a merger or consolidation,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture, the Note Guarantees or the Notes to any
provision of the “Description of Notes” section of the Company’s Offering
Circular dated August 4, 2008, relating to the initial offering of the Notes, to
the extent that such provision in that “Description of Notes” was intended to be
a verbatim recitation of a provision of the Indenture, the Note Guarantees or
the Notes, to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture, to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes, to comply with the rules of any applicable securities depository, to
provide for a successor trustee in accordance with the terms of the Indenture or
to otherwise comply with the requirements of the Indenture, or to add a
co-issuer or co-obligor of the Notes.

    


    
      
        
        

      

      
        A2-6

        
          

        

      

      
        
        

      

    

    


    (12) Defaults and
Remedies. Events
of Default include: (i) default for 30 days in the payment when due of interest
on, or Special Interest, if any, with respect to the Notes; (ii) default in the
payment when due (at maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on, the Notes, (iii) failure by the Company or any of
its Restricted Subsidiaries for 30 days after notice to the Company by the
Trustee or Holders of at least 25% in aggregate principal amount of the Notes
then outstanding voting as a single class to comply with Section 4.10, 4.15 or
5.01 of the Indenture; (iv) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class to comply with any of the other agreements
in the Indenture; (v) default under certain other agreements relating to
Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final and
non-appealable judgments for the payment of money that remain undischarged for a
period of 60 days and, in the event such judgment is covered by insurance, an
enforcement proceeding has been commenced by any creditor upon such judgment or
decree that is not promptly stayed; (vii) except as permitted by the Indenture,
any Note Guarantee is held in any judicial proceeding to be unenforceable or
invalid or ceases for any reason to be in full force and effect or any Guarantor
or any Person acting on its behalf denies or disaffirms its obligations under
such Guarantor’s Note Guarantee; (viii) certain events of bankruptcy or
insolvency described in the Indenture with respect to the Company or any
Restricted Subsidiary of the Company that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency (described in
clause (viii) above), all outstanding Notes will become due and payable
immediately without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture or the TIA. Subject
to certain limitations, Holders of a majority in aggregate principal amount of
the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or premium or Special Interest,
if any,) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders of all of the
Notes, rescind an acceleration or waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium or Special Interest, if any, on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of
Default.

     

    
      
        
        

      

      
        A2-7

        
          

        

      

      
        
        

      

    

    


    (13) Trustee Dealings with
Company. The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee, subject to the relevant provisions of the TIA.

    


    (14) No Recourse Against
Others. A past,
present or future director, officer, employee, partner, manager, agent, member,
incorporator (or Person forming any limited liability company) or stockholder of
the Company or any of the Guarantors, as such, will not have any liability for
any obligations of the Company or the Guarantors under the Notes, the Note
Guarantees, the Registration Rights Agreement or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note and a Note Guarantee waives and releases all
such liability. The waiver and release are part of the consideration for the
issuance of the Notes and the Note Guarantees. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
SEC that such waiver is against public policy. 

    


    (15) Authentication. This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

    


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

    


    (17) Additional Rights of
Holders. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of this Regulation S Temporary Global Note will have all the rights set forth in
the Registration Rights Agreement dated as of August 7, 2008, between the
Company, the Guarantors and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders thereof will have the
rights set forth in one or more registration rights agreements, if any, between
the Company, the Guarantors and the other parties thereto, relating to rights
given by the Company and the Guarantors to the purchasers of any Additional
Notes (collectively, the “Registration Rights
Agreement”).

    


    (18) CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption, and reliance may be placed only on the other identification numbers
placed thereon.

    


    (19) GOVERNING LAW. THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    


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

    


    
      
        
        

      

      
        A2-8

        
          

        

      

      
        
        

      

    

    


    Aeroflex
Incorporated


    35 South
Service Road


    P.O. Box
6022


    Plainview,
NY 11803


    Attention:
John Adamovich, Jr.

     

    
      
        
        

      

      
        A2-9

        
          

        

      

      
        
        

      

    

    
       

      Assignment
Form

       

      
        
          
            	
                    To
      assign this Note, fill in the form below:

                  
	 	 
	
                    (I)
      or (we) assign and transfer this Note to:

                  	 
	 	
                    (Insert
      assignee’s legal name)

                  


          

        

         

        
          	
                   

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

                
	
                   

                
	
                   

                
	
                   

                
	
                   

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

                


        

         

        
          	 	 
	
                  and
      irrevocably appoint

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

                
	 	 
	
                  Date:
      _______________

                	 


        

         

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

                


        

         

        


          Signature
Guarantee*: _________________________

        

        


        *     Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

      

       

      
        
          
          

        

        
          A2-10

          
            

          

        

        
          
          

        

      


      Option of
Holder to Elect Purchase

      


      If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:

      

        
          	
                  —Section
      4.10

                	 	
                  —Section
      4.15

                


        

      

      


      If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:

      


      $_______________

      


      Date:
_______________ 

      
        

          
            	
                    Your Signature:

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

                  


          

        

      

       

      
        	
                
                  Tax
      Identification
  No.:________________________________

                

              


      

       

      Signature
Guarantee*: _________________________

       

      * Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

       

      
        
          
          

        

        
          A2-11

          
            

          

        

        
          
          

        

      

    


    Schedule
of Exchanges of Interests in the Regulation S Temporary Global Note

    


    The
following exchanges of a part of this Regulation S Temporary Global Note for an
interest in another Global Note, or exchanges of a part of another other
Restricted Global Note for an interest in this Regulation S Temporary Global
Note, have been made:

    


    


    
      	
              Date
      of Exchange

            	 	
              Amount
      of decrease in

              Principal
      Amount 

              [at
      maturity] of 

              this
      Global Note

            	 	
              Amount
      of increase in

              Principal
      Amount 

              [at
      maturity] of 

              this
      Global Note

            	 	
              Principal
      Amount 

              [at
      maturity] of this

              Global
      Note following

              such
      decrease 

              (or
      increase)

            	 	
              Signature
      of authorized

              officer
      of Trustee or

              Custodian

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        A2-12

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
B

       

    

    FORM OF
CERTIFICATE OF TRANSFER

    


    Aeroflex
Incorporated


    35 South
Service Road


    P.O. Box
6022


    Plainview,
NY 11803

    


    The Bank
of New York Mellon

    101
Barclay Street, 8W

    New York,
New York 10286

    


    Re:
11.75% Senior Notes due
2015

    


    Reference
is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”),
between Aeroflex Incorporated, as issuer (the “Company”), the
Guarantors party thereto and The Bank of New York Mellon, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

    


    ___________________,
(the “Transferor”) owns
and proposes to transfer the Note[s] or
interest in such Note[s]
specified in Annex A hereto, in the principal amount of $___________ in such
Note[s] or
interests (the “Transfer”), to
___________________________ (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:

    


    [CHECK ALL
THAT APPLY]

    


    1. o Check if Transferee will
take delivery of a beneficial interest in the 144A Global Note or a Restricted
Definitive Note pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

    


    2. o Check if Transferee will
take delivery of a beneficial interest in the Regulation S Temporary Permanent
Global Note, the Regulation S Permanent Global Note or a Restricted Definitive
Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a Person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Permanent Global Note, the Regulation S Temporary Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


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

    


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

    

    


    or

    


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

    

    


    or

    


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

      

    

    


    or

    


    (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, Rule 903 or Rule 904, and the Transferor hereby
further certifies that it has not engaged in any general solicitation within the
meaning of Regulation D under the Securities Act and the Transfer complies with
the transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and 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 beneficial
interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Restricted Definitive Notes and in the Indenture and the Securities
Act.

    


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

    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    (a) o Check if Transfer is pursuant to Rule
144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

    


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

    


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

    


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

    

      
        	 
	
                [Name
      of Transferor]

              
	 
	 
	 	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

    

     

    Dated:
_______________________

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    ANNEX A
TO CERTIFICATE OF TRANSFER

    


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

    


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

    


    (a) o  a
beneficial interest in the:

    


    (i)   o 144A
Global Note (CUSIP _________), or

    


    (ii) 
o
Regulation S Global Note (CUSIP _________), or

    


    (iii)
o IAI
Global Note (CUSIP _________); or

    


    (b) oa
Restricted Definitive Note.

    


    2. After the
Transfer the Transferee will hold:

    


    [CHECK
ONE]

    


    (a) o a
beneficial interest in the:

    


    (i)   o 144A
Global Note (CUSIP _________), or

     

    (ii) 
o
Regulation S Global Note (CUSIP _________), or

    


    (iii)
o IAI
Global Note (CUSIP _________); or

    


    (iv)
oUnrestricted
Global Note (CUSIP _________); or

    


    (b) oa
Restricted Definitive Note; or

    


    (c) oan
Unrestricted Definitive Note,

    


    in
accordance with the terms of the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
C

      


      FORM OF
CERTIFICATE OF EXCHANGE

       

      Aeroflex
Incorporated 

      35 South
Service Road

      P.O. Box
6022

      Plainview,
NY 11803

       

      The Bank
of New York Mellon

      101
Barclay Street, 8W

      New York,
New York 10286

       

      Re:
Aeroflex Incorporated 11.75%
Senior Notes due 2015

       

      (CUSIP
______________)

       

      Reference
is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”),
between Aeroflex Incorporated, as issuer (the “Company”), the
Guarantors party thereto and the Bank of New York Mellon, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

       

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

       

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

       

      (a)
 ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted
Global Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the Securities Act of 1933,
as amended (the “Securities Act”), (iii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

       

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

       

      
        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

      

      


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

       

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

       

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

       

      (a)
 ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive
Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the
Owner hereby certifies that the Restricted Definitive Note is being acquired for
the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.

       

      (b)
 ̈ Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted Global
Note. In
connection with the Exchange of the Owner’s Restricted Definitive Note for a
beneficial interest in the [CHECK
ONE]  ̈ 144A
Global Note,  ̈
Regulation S Global Note,  ̈ IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

       

      
        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        

      

      


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

       

      
        	 	
                 

              
	 	
                [Name
      of Transferor]

              
	 	 
	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      

       

      Dated:
______________________

       

      
        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
D

      


      FORM OF
CERTIFICATE FROM

      ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

      


      Aeroflex
Incorporated 

      35 South
Service Road

      P.O. Box
6022

      Plainview,
NY 11803

       

      The Bank
of New York Mellon

      101
Barclay Street, 8W

      New York,
New York 10286

       

      Re:
Aeroflex Incorporated 11.75%
Senior Notes due 2015

       

      Reference
is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”),
between Aeroflex
Incorporated, as issuer (the “Company”), the
Guarantors party thereto and The Bank of New York Mellon, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

       

      In
connection with our proposed purchase of $____________ aggregate principal
amount of:

       

      (a)
 ̈ a
beneficial interest in a Global Note, or

       

      (b)
 ̈ a
Definitive Note,

       

      we
confirm that:

       

      1. We
understand that any subsequent transfer of the Notes 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 Notes 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 Notes have not been registered under
the Securities Act, and that the Notes 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 Notes or any interest therein, we will do so
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 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 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) 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 Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

       

      3. We
understand that, on any proposed resale of the Notes or beneficial interest
therein, 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 Notes purchased by us will bear a
legend to the foregoing effect.


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


      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 Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment.

       

      5. We are
acquiring the Notes or beneficial interest therein 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.

       

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

       

      
        	  
	 	
                [Insert
      Name of Accredited Investor]

              
	 	 
	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      

       

      Dated:
_______________________

       

      
        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
E

      


      FORM OF
NOTATION OF GUARANTEE

       

      For value
received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture dated
as of August 7, 2008 (the “Indenture”)
between Aeroflex Incorporated, (the “Company”), the
Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), (a)
the due and punctual payment of the principal of, premium and Special Interest,
if any, and interest on, the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of (including any
interest, if lawful, on overdue principal of, and interest or Special Interest,
if any, on the Notes), the due and punctual performance of all other Obligations
of the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other Obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. 

       

      Capitalized
terms used but not defined herein have the meanings given to them in the
Indenture.

       

      
        	
                [Name
      of Guarantor(s)] 

              
	 	 
	 	 
	
                By:
      

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
F

      


      FORM OF
SUPPLEMENTAL INDENTURE

      TO BE
DELIVERED BY SUBSEQUENT GUARANTORS

       

      Supplemental
Indenture (this
“Supplemental
Indenture”), dated
as of ________________, 200__, between _________________ (the “Guaranteeing
Subsidiary”), a
subsidiary of Aeroflex Incorporated (or its permitted successor), a Delaware
corporation (the “Company”), the
Company, the other Guarantors (as defined in the Indenture referred to herein)
and The Bank of New York Mellon, as trustee under the Indenture referred to
below (the “Trustee”).

       

      WITNESSETH

       

      WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”), dated
as of August 7, 2008 providing for the issuance of 11.75% Senior Notes due 2015
(the “Notes”);

       

      WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s Obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the “Note Guarantee”);
and

       

      WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.

       

      NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

       

      1. Capitalized
Terms.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.

       

      2. Agreement
to Guarantee. The
Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on
the terms and subject to the conditions set forth in the Note Guarantee and in
the Indenture including but not limited to Article 10 thereof.

       

      3. No
Recourse Against Others. No
past, present or future director, officer, employee, partner, manager,
incorporator (or Persons forming a limited liability company), stockholder or
agent or member of the Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Company or any Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture, the Registration Rights
Agreement or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note and a Note Guarantee waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes and the Note Guarantees. Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the SEC that
such a waiver is against public policy.

       

      4. NEW YORK
LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
F

       

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

       

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

       

      7. The
Trustee. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.


      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
F

       

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

       

      Dated:
_______________, 20___

       

      
        	
                [Guaranteeing
      Subsidiary]

              
	 	 
	
                By:
      

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                Aeroflex
      Incorporated

              
	 
	
                By:
      

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                [Existing
      Guarantors]

              
	 
	
                By:
      

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                The
      Bank of New York Mellon,

              
	
                as
      Trustee

              
	 
	
                By:
      

              	
                 

              
	 	
                Authorized
      Signatory

              


      


      
        
          
          

        

        
          F-3