Indenture



 Exhibit 4.2 
  

EXECUTION COPY 
  

  
 Gold Kist Inc., 
 as Issuer 
  
 10 1/4% Senior Notes Due March 15, 2014 

 

  
 INDENTURE 
  
 Dated as of March 10, 2004 
  
 U.S. Bank National
Association, 
 as Trustee 
  

  
  







 CROSS-REFERENCE TABLE 
  

					
	TIA SECTION

	  	INDENTURE SECTION


			
	310	  	(a)(1)	  	7.10
	 	  	(a)(2)	  	7.10
	 	  	(b)	  	        7.08; 7.10
	311	  	(a)	  	7.11
	 	  	(b)	  	7.11
	312	  	(a)	  	2.05
	 	  	(b)	  	11.03
	 	  	(c)	  	11.03
	313	  	(a)	  	7.06
	 	  	(b)(2)	  	7.06
	 	  	(c)	  	11.02
	 	  	(d)	  	7.06
	314	  	(a)	  	4.02;
	 	  	 	  	4.10
	 	  	(f)	  	4.10
	315	  	(a)	  	7.01
	 	  	(b)	  	7.05
	 	  	(c)	  	7.01
	 	  	(d)	  	7.01
	 	  	(e)	  	6.11
	316	  	(a)(1)(A)	  	6.05
	 	  	(a)(1)(B)	  	6.04
	 	  	(b)	  	6.07
	317	  	(a)(1)	  	6.08
	 	  	(a)(2)	  	6.09
	 	  	(b)	  	2.04



	Note:	This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture. 









 i 
  

 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	Article 1	  	 
		
	Definitions and Incorporation by Reference	  	 
			
	SECTION 1.01	  	Definitions.	  	1
	SECTION 1.02	  	Other Definitions.	  	39
	SECTION 1.03	  	Incorporation by Reference of Trust Indenture Act	  	39
	SECTION 1.04	  	Rules of Construction	  	39
		
	Article 2	  	 
		
	The Securities	  	 
			
	SECTION 2.01	  	Form and Dating	  	40
	SECTION 2.02	  	Execution and Authentication	  	41
	SECTION 2.03	  	Registrar and Paying Agent	  	42
	SECTION 2.04	  	Paying Agent To Hold Money in Trust	  	42
	SECTION 2.05	  	Securityholder Lists	  	43
	SECTION 2.06	  	Transfer and Exchange	  	43
	SECTION 2.07	  	Replacement Securities	  	43
	SECTION 2.08	  	Outstanding Securities	  	44
	SECTION 2.09	  	Temporary Securities	  	44
	SECTION 2.10	  	Cancellation	  	44
	SECTION 2.11	  	Defaulted Interest	  	45
	SECTION 2.12	  	CUSIP Numbers	  	45
	SECTION 2.13	  	Issuance of Additional Securities	  	45
		
	Article 3	  	 
		
	Redemption	  	 
			
	SECTION 3.01	  	Notices to Trustee	  	46
	SECTION 3.02	  	Selection of Securities to Be Redeemed	  	46
	SECTION 3.03	  	Notice of Redemption	  	47
	SECTION 3.04	  	Effect of Notice of Redemption	  	48
	SECTION 3.05	  	Deposit of Redemption Price	  	48
	SECTION 3.06	  	Securities Redeemed in Part	  	48









 ii 
  


					
	Article 4	  	 
		
	Covenants	  	 
	SECTION 4.01	  	Payment of Securities	  	48
	SECTION 4.02	  	SEC Reports	  	49
	SECTION 4.03	  	Limitation on Indebtedness	  	50
	SECTION 4.04	  	Limitation on Restricted Payments	  	53
	SECTION 4.05	  	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	59
	SECTION 4.06	  	Limitation on Sales of Assets and Subsidiary Stock	  	61
	SECTION 4.07	  	Limitation on Affiliate Transactions	  	65
	SECTION 4.08	  	Limitation on Line of Business	  	67
	SECTION 4.09	  	Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries	  	67
	SECTION 4.10	  	Change of Control	  	68
	SECTION 4.11	  	Limitation on Liens	  	69
	SECTION 4.12	  	Limitation on Sale/Leaseback Transactions	  	70
	SECTION 4.13	  	Future Guarantors	  	70
	SECTION 4.14	  	Limitation on Capital Expenditures	  	70
	SECTION 4.15	  	Excess Cash Flow	  	71
	SECTION 4.16	  	Compliance Certificate	  	73
	SECTION 4.17	  	Further Instruments and Acts	  	73
		
	Article 5	  	 
		
	Successor Company	  	 
			
	SECTION 5.01.	  	When Company May Merge or Transfer Assets	  	74
		
	Article 6	  	 
		
	Defaults and Remedies	  	 
			
	SECTION 6.01	  	Events of Default	  	76
	SECTION 6.02	  	Acceleration	  	79
	SECTION 6.03	  	Other Remedies	  	79
	SECTION 6.04	  	Waiver of Past Defaults	  	79
	SECTION 6.05	  	Control by Majority	  	80
	SECTION 6.06	  	Limitation on Suits	  	80
	SECTION 6.07	  	Rights of Holders to Receive Payment	  	81
	SECTION 6.08	  	Collection Suit by Trustee	  	81
	SECTION 6.09	  	Trustee May File Proofs of Claim	  	81









 iii 
  


					
	SECTION 6.10	  	Undertaking for Costs	  	82
	SECTION 6.11	  	Waiver of Stay or Extension Laws	  	82
		
	Article 7	  	 
		
	Trustee	  	 
			
	SECTION 7.01	  	Duties of Trustee	  	83
	SECTION 7.02	  	Rights of Trustee	  	84
	SECTION 7.03	  	Individual Rights of Trustee	  	85
	SECTION 7.04	  	Trustee’s Disclaimer	  	85
	SECTION 7.05	  	Notice of Defaults	  	85
	SECTION 7.06	  	Reports by Trustee to Holders	  	85
	SECTION 7.07	  	Compensation and Indemnity	  	86
	SECTION 7.08	  	Replacement of Trustee	  	87
	SECTION 7.09	  	Successor Trustee by Merger	  	88
	SECTION 7.10	  	Eligibility; Disqualification	  	88
	SECTION 7.11	  	Preferential Collection of Claims Against Company	  	88
		
	Article 8	  	 
		
	Discharge of Indenture; Defeasance	  	 
			
	SECTION 8.01	  	Discharge of Liability on Securities; Defeasance	  	89
	SECTION 8.02	  	Conditions to Defeasance	  	90
	SECTION 8.03	  	Application of Trust Money	  	92
	SECTION 8.04	  	Repayment to Company	  	92
	SECTION 8.05	  	Indemnity for Government Obligations	  	92
	SECTION 8.06	  	Reinstatement	  	92
		
	Article 9	  	 
		
	Amendments	  	 
			
	SECTION 9.01	  	Without Consent of Holders	  	93
	SECTION 9.02	  	With Consent of Holders	  	94
	SECTION 9.03	  	Compliance with Trust Indenture Act	  	95
	SECTION 9.04	  	Revocation and Effect of Consents and Waivers	  	95
	SECTION 9.05	  	Notation on or Exchange of Securities	  	96
	SECTION 9.06	  	Trustee To Sign Amendments	  	96
	SECTION 9.07	  	Payment for Consent	  	96









 iv 
  


					
		
	Article 10	  	 
		
	Subsidiary Guaranties	  	 
	SECTION 10.01	  	Guaranties	  	96
	SECTION 10.02	  	Limitation on Liability	  	99
	SECTION 10.03	  	Successors and Assigns	  	99
	SECTION 10.04	  	No Waiver	  	99
	SECTION 10.05	  	Modification	  	100
	SECTION 10.06	  	Release of Subsidiary Guarantor	  	100
	SECTION 10.07	  	Contribution	  	100
		
	Article 11	  	 
		
	Miscellaneous	  	 
			
	SECTION 11.01	  	Trust Indenture Act Controls	  	101
	SECTION 11.02	  	Notices	  	101
	SECTION 11.03	  	Communication by Holders with Other Holders	  	102
	SECTION 11.04	  	Certificate and Opinion as to Conditions Precedent	  	102
	SECTION 11.05	  	Statements Required in Certificate or Opinion	  	102
	SECTION 11.06	  	When Securities Disregarded	  	103
	SECTION 11.07	  	Rules by Trustee, Paying Agent and Registrar	  	103
	SECTION 11.08	  	Legal Holidays	  	103
	SECTION 11.09	  	Governing Law	  	103
	SECTION 11.10	  	No Recourse Against Others	  	103
	SECTION 11.11	  	Successors	  	104
	SECTION 11.12	  	Multiple Originals	  	104
	SECTION 11.13	  	Table of Contents; Headings	  	104
		
	Rule 144A/Regulation S Appendix	  	 
	
	Exhibit 1 – Form of Initial Security
	
	Exhibit A – Form of Exchange Security or Private Exchange Security

  







 INDENTURE dated as of March 10, 2004 among GOLD KIST INC., a corporation organized under
the Georgia Cooperative Marketing Act (the “Company”), the SUBSIDIARY GUARANTORS and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation (the “Trustee”). 
  
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of
the Company’s Initial Securities, Exchange Securities and Private Exchange Securities (collectively, the “Securities”): 
  
 Article 1 
  
 Definitions and Incorporation by Reference 
  
 SECTION 1.01 Definitions. 
  
 “Additional Assets” means: 
  

	 	(1)	any property or other assets (other than Indebtedness and Capital Stock) used in a Related Business; 

  

	 	(2)	the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or


  

	 	(3)	Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; 

  
 provided, however, that any such Restricted Subsidiary described in clause (2)
or (3) above is primarily engaged in a Related Business. 
  
 “Additional
Securities” means, subject to the Company’s compliance with Section 4.03, 10 1/4% Senior Notes Due
March 15, 2014 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09, 3.06 or 4.06 of this Indenture and other than Exchange Securities or Private Exchange Securities issued
pursuant to an exchange offer for other Securities outstanding under this Indenture). 








 2 
  

 “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 the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of Sections 4.04,
4.06 and 4.07 only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 5% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such
Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. 
  
 “Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases,
transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of

  
 (1) any shares of Capital Stock of a
Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); 
  
 (2) all or substantially all the assets of any division or line of business of the Company or any Restricted
Subsidiary; or 
  
 (3) any other assets of the
Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary 
  
 other than, in the case of (1), (2) and (3) above, (A) a disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary 








 3 
  

 to another Restricted Subsidiary; (B) for purposes of Section 4.06 only, (i) a disposition that
constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by Section 4.04 and (ii) a disposition of all or substantially all the assets of the Company in
accordance with Section 5.01, (C) a disposition of assets with a fair market value of less than $1.0 million; (D) a disposition of cash or Temporary Cash Investments; (E) the creation of a Lien (but not the sale or other disposition of the property
subject to such Lien); (F) the licensing of intellectual property to third persons on customary terms (as determined by the Board of Directors in good faith); and (G) a sale or disposition of any property or equipment that has become damaged,
worn-out or obsolete. 
  
 “Attributable Debt” in respect
of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount
of Indebtedness represented thereby shall be determined in accordance with the definition of “Capital Lease Obligation”. 
  
 “Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the
products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by (2) the sum
of all such payments. 
  
 “Board of Directors” means the
Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board. 
  
 “Business Day” means each day which is not a Legal Holiday. 








 4 
  

 “Capital Expenditures” means, for any period, expenditures (including the aggregate amount of
Capital Lease Obligations incurred during such period) made by the Company or any of its Restricted Subsidiaries to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs
unless such repairs are required to be capitalized in accordance with GAAP) during such period computed in accordance with GAAP; provided, however, that Capital Expenditures shall not include (a) any expenditure classified as a
Permitted Investment and (b) any expenditure made with the proceeds of condemnation awards or insurance. 
  
 “Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.11, a Capital Lease Obligation shall be deemed to be
secured by a Lien on the property being leased. 
  
 “Capital
Stock” of any Person means any and all shares, membership interests, limited liability company interests, partnership interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock and any cooperative membership interests or accounts, but excluding any debt securities convertible into such equity. 
  
 “Change of Control” means the occurrence of any of the following events: 
  
 (1) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “beneficial
ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after 








 5 
  

 the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting
Stock of the Company (for the purposes of this clause (1), any Person shall be deemed to beneficially own any Voting Stock of an entity (the “specified entity”) held by any other entity (the “parent entity”), if such other Person
is the beneficial owner (as defined in this clause (1)), directly or indirectly, of more than 35% of the voting power of the Voting Stock of such parent entity; 
  
 (2) at any time after the Conversion Date, individuals who on the Conversion Date constituted the Board of
Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who
were either directors on the Conversion Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; 
  
 (3) the adoption of a plan relating to the liquidation or
dissolution of the Company; or 
  
 (4) the merger
or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than
a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such
securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately
after such transaction and in substantially the same proportion as before the transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Securities and a Subsidiary of the transferor of
such assets. 








 6 
  

 “CoBank Agreement” means the First Amended and Restated Credit Facilities dated as of January
29, 2003 by and between CoBank, ACB, as lender, and the Company, as borrower. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Company Headquarters” means the real property of the Company located at 244 Perimeter Center Parkway, N.E., Atlanta, GA 30346-2397. 

 
 “Company” means the party named as such in this Indenture until
a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities. 
  
 “Consolidated Coverage Ratio” as of any date of determination means the ratio of 
  
 (1) the aggregate amount of EBITDA for the period of the
most recent eight consecutive fiscal quarters for which internal financial statements are available prior to the date of such determination to 
  
 (2) Consolidated Interest Expense for such eight fiscal quarters; 
  
 provided, however, that: 
  
 (A) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding
or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro
forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period; 
  
 (B) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any 








 7 
  

 revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced)
on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on
the first day of such period and as if the Company or such Restricted Subsidiary has not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise
discharge such Indebtedness; 
  
 (C) if since the
beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of
such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated
Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with
such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale); 
  
 (D) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment
in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which
constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness)
as if such Investment or acquisition occurred on the first day of such period; and 








 8 
  

 (E) if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment
pursuant to clause (C) or (D) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such
Asset Disposition, Investment or acquisition occurred on the first day of such period. 
  
 For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any
Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). 
  
 If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness
shall be calculated based on the average daily balance of such Indebtedness for the eight fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.

  
 “Consolidated Current Liabilities” as of the date of
determination means the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), on a consolidated basis, after
eliminating: (1) all intercompany items 








 9 
  

 between the Company and any Restricted Subsidiary; and (2) all current maturities of long-term Indebtedness, all as
determined in accordance with GAAP consistently applied. 
  
 “Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent
incurred by the Company or its Restricted Subsidiaries, without duplication: 
  
 (1) interest expense attributable to Capital Lease Obligations; 
  
 (2) amortization of debt discount and debt issuance cost; 
  
 (3) capitalized interest; 
  
 (4) non-cash interest expense; 
  
 (5) commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing; 
  
 (6) net
cash payments pursuant to Hedging Obligations; 
  
 (7) dividends accrued in respect of all Preferred Stock held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company);
provided, however, that such dividends shall be multiplied by a fraction, the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a
decimal) for such period (as estimated by the chief financial officer of the Company in good faith); 
  
 (8) interest incurred in connection with Investments in discontinued operations; 
  
 (9) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and 








 10 
  

 (10) the cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust. 
  
 “Consolidated Net Income” means, for any period, the net income of the Company and its consolidated Subsidiaries;
provided, however, that there shall not be included in such Consolidated Net Income: 
  
 (1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that, subject to the
exclusion contained in clause (4) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during
such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); 
  
 (2) any net income (or loss) of any Person acquired by the
Company or a Subsidiary in a pooling of interests transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition; 
  
 (3) any net income of any Restricted Subsidiary if such
Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that 
  
 (A) subject to the exclusion contained in clause (4) below,
the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period
to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and 








 11 
  

 (B) the Company’s equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net Income; 
  
 (4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is
not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person; 
  
 (5) extraordinary gains or losses; and 
  
 (6) the cumulative effect of a change in accounting principles; 
  
 in each case, for such period. Notwithstanding the foregoing, for the purposes of Section
4.04 only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such Section pursuant to Section 4.04(a)(3)(D). 
  
 “Consolidated Net Tangible Assets” as of any date of determination, means the total amount of assets (less
accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) which would appear on a consolidated balance sheet of the Company and its consolidated Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, and after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of:

  
 (1) minority interests in consolidated
Subsidiaries held by Persons other than the Company or a Restricted Subsidiary; 








 12 
  

 (2) excess of cost over fair value of assets of businesses acquired, as determined in
good faith by the Board of Directors; 
  
 (3) any
revaluation or other write-up in book value of assets subsequent to the Issue Date as a result of a change in the method of valuation in accordance with GAAP consistently applied; 
  
 (4) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items; 
  
 (5) treasury stock; 
  
 (6) cash set apart and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital
Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and 
  
 (7) Investments in and assets of Unrestricted Subsidiaries. 
  
 “Conversion Date” means the date on which the Company consummates a transaction (or series of transactions)
pursuant to which the status of Company is changed to a for-profit corporation and the Company ceases to have the status of a cooperative under Subchapter T of the Code. 
  
 “Credit Facilities” means the Rabobank Agreement, the Prudential Agreement and the CoBank Agreement, together with
the related documents thereto (including the term loans and revolving loans thereunder, any guarantees thereof and security documents executed in connection therewith), in each case as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facilities or one or more successor debt and/or securitization facilities, whether by the same or any other lender or 








 13 
  

 group of lenders. Solely for purposes of this definition, any Refinancing of Indebtedness under any Credit Facility shall
not be required to take place simultaneously with the repayment in full and/or termination of commitments of the Indebtedness being refinanced. 
  
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

  
 “Debt Issuance” means the Incurrence of Indebtedness
evidenced by notes, debentures, bonds or other similar securities or instruments. 
  
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
  
 “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: 
  
 (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified
Stock) pursuant to a sinking fund obligation or otherwise; 
  
 (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or 
  
 (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part, 
  
 in each case on or prior to the date that is ninety-one days after the Stated Maturity of the
Securities; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the
occurrence of an “asset sale” or “change of control” occurring prior to the date that is ninety-one days after the Stated Maturity of the Securities shall not constitute Disqualified Stock if (A) the “asset sale” or
“change of control” provisions applicable to such Capital Stock are 








 14 
  

 not more favorable to the holders of such Capital Stock than the terms applicable to the Securities in Sections 4.06 and
4.10 and (B) any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities tendered pursuant thereto. 
  
 The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture;
provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price shall be the book value of such
Disqualified Stock as reflected in the most recent financial statements of such Person. 
  
 “EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income: 
  
 (1) all income tax expense of the Company and its
consolidated Restricted Subsidiaries; 
  
 (2)
Consolidated Interest Expense; 
  
 (3)
depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid operating activity item that was paid in cash in a prior period); and 
  
 (4) all other non-cash charges of the Company and its
consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period); 
  
 in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation
and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of
such 








 15 
  

 Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders. 
  
 “Excess Cash Flow” means, for the Company and its Restricted Subsidiaries, for any period, the excess of EBITDA for such period over the sum,
without duplication, of (i) the portion of consolidated interest expense as determined in accordance with GAAP but excluding any amortization of original issue discount (“OID”) attributable to such period (to the extent such amounts
would be included under GAAP and only to the extent of OID with respect to any instrument offered at less than 95% of face value) for such period; (ii) all federal, state, foreign and other income taxes accrued or paid in cash (without duplication)
by the Company and its Restricted Subsidiaries during such period; (iii) (x) for the Excess Cash Flow Period ending December 25, 2004, an amount equal to $55.0 million and (y) for each other period, an amount equal to the sum of (1) Capital
Expenditures made in cash during such period plus (2) the amount by which Capital Expenditures permitted to be made during such period pursuant to clauses (a) and (c) of Section 4.14 exceeds the amount of Capital Expenditures actually made
during such period pursuant to such clauses; provided, however, that the amount of Capital Expenditures deductible pursuant to this clause (iii)(y)(2) in any period shall not exceed the greater of (A) $75.0 million and (B) 3.0% of net
sales volume for the four consecutive fiscal quarter period of the Company ending on the day immediately preceding the first day of such current period, (iv) the amount by which the net difference between (x) current assets, other than cash and cash
equivalents, and (y) current liabilities, other than the current amount of Indebtedness outstanding under the Credit Facilities, in each case of the Company and its Restricted Subsidiaries as of the last day of such period, differs from the
comparable amount calculated as of the day immediately preceding the first day of such period (or, with respect to the difference determined as of December 25, 2004, to the comparable amount as of June 27, 2004); (v) prior to the Conversion Date,
cash payments of 








 16 
  

 Patronage during such fiscal year in an aggregate amount not to exceed 10% of allocated patronage earnings; (vi)
purchases and redemptions of Common Stock and Written Notices of Allocation (as defined in Subchapter T of the Code) of the Company owned by a Member or a former Member following the death of such Member made during such period in an aggregate
amount (less the amount of any insurance proceeds received by the Company in respect of such deceased Member or former Member) not to exceed $5.0 million. 
  
 “Excess Cash Flow Amount” means, for any Excess Cash Flow Period, an amount equal to (i) 75% of the amount equal to (A) Excess Cash Flow for
such Excess Cash Flow Period less (B) $10.0 million, minus (ii) the aggregate amount of all scheduled, mandatory and voluntary prepayments, repayments, redemptions or purchases of Senior Indebtedness of the Company made by the Company during
such Excess Cash Flow Period (other than prepayments, repayments, redemptions or purchases made with the proceeds of Indebtedness Incurred to Refinance the Senior Indebtedness prepaid, repaid, redeemed or purchased during such Excess Cash Flow
Period) minus (iii) the aggregate amount of contributions by the Company to any underfunded tax-qualified pension plan of the Company during such Excess Cash Flow Period; provided, however, that the amount permitted to be
deducted pursuant to this clause (iii) shall be limited to the amount of contributions deductible for Federal income tax purposes and only to the extent the plan is underfunded. 
  
 “Excess Cash Flow Period” means (i) initially, the period from June 27, 2004 to December 25, 2004 and (ii)
thereafter, the twelve-month period ending on the last day of the Company’s second fiscal quarter. 
  
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 
  
 “Exchange Securities” means the debt securities of the Company issued pursuant to this Indenture in exchange for,
and in an aggregate principal amount at maturity equal to, the Initial Securities, in compliance with the terms of the Registration Rights Agreement. 
  
 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any
State thereof or the District of Columbia. 
  








 17 
  

 “GAAP” means generally accepted accounting principles in the United States of America as in
effect as of the Issue Date, including those set forth in 
  
 (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants; 
  
 (2) statements and pronouncements of the Financial Accounting Standards Board; 
  
 (3) such other statements by such other entity as approved
by a significant segment of the accounting profession; and 
  
 (4) 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. All ratios and computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP. 
  
 “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person 
  
 (1) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise); or 
  
 (2) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 








 18 
  

 provided, however, that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
  
 “Guarantor” means any Person Guaranteeing any obligation. 
  
 “Guaranty Agreement” means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a
Subsidiary Guarantor guarantees the Company’s obligations with respect to the Securities on the terms provided for in this Indenture. 
  
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

  
 “Holder” or “Securityholder” means the
Person in whose name a Security is registered on the Registrar’s books. 
  
 “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative
meaning. 
  
 Solely for purposes of determining compliance with Section 4.03:

  
 (1) amortization of debt discount or the
accretion of principal with respect to a non-interest bearing or other discount security; 
  
 (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly
scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and 
  
 (3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making
of a mandatory offer to purchase such Indebtedness, 
  
 shall not
be deemed to be the Incurrence of Indebtedness. 








 19 
  

 “Indebtedness” means, with respect to any Person on any date of determination (without
duplication): 
  
 (1) the principal in respect of
(A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such
indebtedness to the extent such premium has become due and payable; 
  
 (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; 
  
 (3) all obligations of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); 
  
 (4) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered
into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of
credit); 
  
 (5) the amount of all obligations of
such Person with respect to the redemption, repayment or other repurchase of any Capital Stock of such Person or any Subsidiary of such Person or that are determined by the value of such Capital Stock, the principal amount of such Capital Stock to
be determined in accordance with this Indenture; 








 20 
  

 (6) all obligations of the type referred to in clauses (1) through (5) of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; 
  
 (7) all obligations of the type referred to in clauses (1)
through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets
and the amount of the obligation so secured; and 
  
 (8) to the extent not otherwise included in this definition, Hedging Obligations of such Person. 
  
 Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” shall exclude 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 and determined, the amount is paid within 30 days thereafter. 
  
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all obligations as
described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time shall be the accreted value thereof at such time. 
  
 “Indenture” means this Indenture as amended or supplemented from
time to time. 
  
 “Independent Qualified Party” means an
investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company. 
  
 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement with respect to exposure to interest rates. 
  








 21 
  

 “Investment” in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of
any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If the
Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the
Company or any Restricted Subsidiary in such Person remaining after giving effect thereto shall be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a
third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the
Investment is made and without giving effect to subsequent changes in value. 
  
 For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and Section 4.04, 
  
 (1) “Investment” shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as
a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at
the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 








 22 
  

 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its
fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors. 
  
 “Issue Date” means March 10, 2004. 
  
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

  
 “Lien” means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
  
 “Member” means, so long as the Company has the status of a cooperative under both Subchapter T of the Code and Georgia law, a Person with
Patronage volume with the Company within the last three fiscal years. 
  
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
  
 “Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of 
  
 (1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all
Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition; 
  
 (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset 








 23 
  

 Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with
respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition; 
  
 (3) all distributions and other payments required to be made
to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition; 
  
 (4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and 
  

(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase
price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash shall be increased by
any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary. 
  
 “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net
of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof. 
  
 “Obligations” means
with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness. 








 24 
  

 “Offering Circular” means the Confidential Offering Circular dated as of March 5, 2004 with
respect to the Initial Securities. 
  
 “Officer” means
the President, any Vice President, the Treasurer, the Assistant Treasurer or the Secretary of the Company. 
  
 “Officer’s Certificate” means a certificate signed by any Officer. 
  
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may
be an employee of or counsel to the Company or the Trustee. 
  
 “Patronage” means any earnings of the Company and Company’s Subsidiaries returned to Members, either directly or indirectly, based on business conducted with such Members, including any “Patronage Dividends”,
“Per-Unit Retain Allocations”, “Qualified Per-Unit Retain Certificates”, “Non-Qualified Per-Unit Retain Certificates”, or “Written Notices of Allocation”, as such terms are defined in Subchapter T of the Code,
as well as any other redemptions or revolvement payments to Members. 
  
 “Permitted Conversion Transaction” means any transaction (or series of related transactions) the sole purpose of which is to change the status of the Company to a for-profit corporation organized under the laws of a state of the
United States; provided, however, that (1) immediately prior to and after giving effect to such transaction (or series of related transactions), no Default shall have occurred and be continuing, (2) after giving effect to such
transaction (or series of related transactions), 100% of the issued and outstanding shares of capital stock of the Company shall be held by Persons who were holders of Written Notices of Allocation immediately prior to such transaction (or series of
related transactions) and (3) such transaction (or series of related transactions) is approved by the requisite percentage of the Members under Georgia law. 
  
 “Permitted Headquarters Sale/Leaseback Transaction” means a Sale/Leaseback Transaction entered into by the Company with respect to the Company
Headquarters pursuant to which the Attributable Debt Incurred by the Company or its Restricted Subsidiaries does not exceed the fair market value of the Company Headquarters on the date on which such Sale/Leaseback Transaction is consummated.









 25 
  

 “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in

  
 (1) the Company, a Restricted Subsidiary or a
Person that shall, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business; 
  
 (2) another Person if, as a result of such Investment, such
other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related
Business; 
  
 (3) cash and Temporary Cash
Investments; 
  
 (4) receivables owing to the
Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such
concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; 
  
 (5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 
  
 (6) loans or advances to employees made in the ordinary course of business consistent with past practices of the Company or such
Restricted Subsidiary; 
  
 (7) stock, obligations
or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments; 








 26 
  

 (8) any Person to the extent such Investment represents the non-cash portion of the
consideration received for (A) an Asset Disposition as permitted pursuant to Section 4.06 or (B) a disposition of assets not constituting an Asset Disposition; 
  

(9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (A) in exchange for any other
Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or
(B) as a result of a foreclosure by the 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; 
  
 (10) any Person to the extent such Investments consist of
prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 

 
 (11) any Person to the extent such Investments consist of
Hedging Obligations otherwise permitted under Section 4.03; 
  
 (12) any Person existing on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or
other Investments of cash or other assets or other increases thereof (other than as a 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
Investment as in effect on the Issue Date; 
  
 (13) cooperative patronage refunds allocated by cooperatives in favor of the Company or any Restricted Subsidiary in connection with dealings with such cooperative in the ordinary course of business; 
  
 (14) prepayments and other credits to suppliers made in the
ordinary course of business; 








 27 
  

 (15) Foreign Subsidiaries to the extent such Investments, when taken together with all
other Investments made pursuant to this clause (15) outstanding on the date such Investment is made, do not exceed $5.0 million; 
  
 (16) other Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (16)
outstanding on the date such Investment is made, do not exceed $15.0 million. 
  
 “Permitted Liens” means, with respect to any Person, 
  
 (1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; 

 
 (2) Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person
shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in
excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution; 








 28 
  

 (3) Liens for property taxes not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings; 
  
 (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that
such letters of credit do not constitute Indebtedness; 
  
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
  
 (6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to,
property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and
property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition
or commencement of full operation of the property subject to the Lien; 
  
 (7) Liens to secure Indebtedness permitted under Section 4.03(b)(1); 
  
 (8) Liens existing on the Issue Date; 
  
 (9) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person;
provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 








 29 
  

 (10) Liens on property at the time such Person or any of its Subsidiaries acquires the
property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of
its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 
  
 (11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Subsidiary Guarantor;

  
 (12) Liens securing Hedging Obligations so
long as such Hedging Obligations relate to Indebtedness that is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
  
 (13) Liens on the Company Headquarters securing payment obligations Incurred in connection with a Permitted
Headquarters Sale/Leaseback Transaction; 
  
 (14)
Liens on property or assets of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted to be Incurred pursuant to the terms of the Indenture; 
  
 (15) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clause (6), (8), (9) or (10); provided, however, that: (A) such 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 original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and (B) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (ii) an
amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 








 30 
  

 (16) Liens to secure Indebtedness or other Obligations in an aggregate principal amount
which, when taken together with all other Indebtedness and Obligations secured by Liens pursuant to this clause (16) and remaining outstanding, do not exceed $5.0 million; and 
  
 (17) Liens on the restricted cash account established pursuant to paragraph (a)(2) of Section 4.15.

  
 Notwithstanding the foregoing, “Permitted Liens” shall not include
any Lien described in clause (6), (9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to Section 4.06. For purposes of this definition, the term
“Indebtedness” shall be deemed to include interest on such Indebtedness. 
  
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity. 
  
 “Preferred
Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. 
  
 “principal” of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to
become due at the relevant time. 
  
 “Prudential
Agreement” means the Second Consolidated, Amended and Restated Note Agreement dated as of September 27, 2002 by and among the Company, the Gateway Recovery Trust and The Prudential Insurance Company of America. 








 31 
  

 “Public Equity Offering” means an underwritten primary public offering of common stock of the
Company pursuant to an effective registration statement under the Securities Act. 
  
 “Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated March 5, 2004, among the Company and the Initial Purchasers, and (2) with respect
to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional Securities. 
  
 “Purchase Money Indebtedness” means Indebtedness (including Capital Lease Obligations) (1) consisting of the
deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where
the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the acquisition by the Company of such asset, including additions and improvements; provided,
however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such
asset is attached; provided, further, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets by the Company. 
  
 “Rabobank Agreement” means the Fourth Amended and Restated Credit Agreement dated on or about the Issue Date by
and among the Company, the lenders named therein and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent. 
  
 “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase,
redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 
  
 “Refinancing Indebtedness” means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or 








 32 
  

 Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness;
provided, however, that: 
  
 (1)
such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced; 
  
 (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater
than the Average Life of the Indebtedness being Refinanced; 
  
 (3) such Refinancing Indebtedness has an aggregate principal amount (or, if Incurred with original issue discount, an aggregate issue price, or committed amount in the case of a revolving facility) that is equal to or
less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value, or committed amount in the case of a revolving facility) then outstanding (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; and 
  
 (4) if the Indebtedness being Refinanced is subordinated in right of payment to the Securities, such Refinancing Indebtedness is subordinated in right of payment to the Securities at least to the same extent as the
Indebtedness being Refinanced; 
  
 provided further, however,
that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

  
 “Registration Rights Agreement” means (1) with
respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated March 5, 2004, among the Company and the Initial Purchasers and (2) with respect to each issuance of Additional Securities issued in a transaction
exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related Purchase Agreement. 








 33 
  

 “Related Business” means any business in which the Company or any of the Restricted
Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business. 
  
 “Restricted Payment” with respect to any Person means: 
  

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any
cash payment of Patronage or any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its
Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned
Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)); 
  
 (2) the purchase, redemption, revolvement payment or other acquisition or retirement for value of any Capital Stock of the Company held by
any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and
including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock); 
  
 (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or
other acquisition); or 








 34 
  

 (4) the making of any Investment (other than a Permitted Investment) in any Person.

  
 “Restricted Subsidiary” means any Subsidiary of the
Company that is not an Unrestricted Subsidiary. 
  
 “Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. 
  
 “SEC” means the U.S. Securities and Exchange Commission. 
  
 “Securities Act” means the U.S. Securities Act of 1933, as amended. 
  
 “Senior Indebtedness” means with respect to any Person: 

 
 (1) Indebtedness of such Person, whether outstanding on
the Issue Date or thereafter Incurred; and 
  
 (2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in
respect of Indebtedness described in clause (1) above, 
  
 unless, in the case of
clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other obligations are subordinate in right of payment to the Securities or the Subsidiary
Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include: 
  
 (A) any obligation of such Person to the Company or any Subsidiary; 








 35 
  

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

  
 (C) any accounts payable or other liability
to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities); 
  
 (D) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other
Obligation of such Person; or 
  
 (E) that
portion of any Indebtedness which at the time of Incurrence is Incurred in violation of this Indenture. 
  
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the SEC. 
  
 “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business. 
  
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on
which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon
the happening of any contingency unless such contingency has occurred). 
  
 “Subordinated Capital Certificates” means the Subordinated Obligations of the Company issued prior to the Issue Date in the form of Ten Year Subordinated Capital Certificates of Interest (Series A and Series D) in an aggregate
principal amount of $19,195,000. 
  
 “Subordinated
Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities or a Subsidiary Guaranty of such
Person, as the case may be, pursuant to a written agreement to that effect. 








 36 
  

 “Subsidiary” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by: (1) such Person; (2) such Person and one or more Subsidiaries of such Person; or (3) one
or more Subsidiaries of such Person. 
  
 “Subsidiary
Guarantor” means each Subsidiary of the Company that executes this Indenture as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Securities pursuant to the terms of this Indenture.

  
 “Subsidiary Guaranty” means a Guarantee by a
Subsidiary Guarantor of the Company’s obligations with respect to the Securities. 
  
 “Temporary Cash Investments” means any of the following: 
  
 (1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United
States of America or any agency thereof; 
  
 (2)
investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States
of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent
thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market
fund sponsored by a registered broker dealer or mutual fund distributor; 
  
 (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;









 37 
  

 (4) investments in commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of
which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to Standard and Poor’s; 
  
 (5) investments in securities with maturities of six months or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s or “A” by Moody’s;
and 
  
 (6) investments in money market funds
that invest substantially all their assets in securities of the types described in clauses (1) through (5) above. 
  
 “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 
  
 “Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date. 
  
 “Trust Officer” means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
  
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 

 
 “Unrestricted Subsidiary” means: 
  
 (1) any Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and 
  
 (2) any Subsidiary of an Unrestricted Subsidiary. 








 38 
  

 The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would
be permitted under Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur
$1.00 of additional Indebtedness under Section 4.03(a) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
  
 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

  
 “Voting Stock” of a Person means all classes of
Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 
  
 “Wholly Owned Subsidiary” means a Restricted Subsidiary all the
Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more Wholly Owned Subsidiaries. 
  








 39 
  

 SECTION 1.02 Other Definitions. 
  

				
	 Term

	  	 Defined in
 Section

	 
	 “Affiliate Transaction”
	  	4.07	(a)
	 “Bankruptcy Law”
	  	6.01	 
	 “Change of Control Offer”
	  	4.10	(b)
	 “covenant defeasance option”
	  	8.01	(b)
	 “Custodian”
	  	6.01	 
	 “Event of Default”
	  	6.01	 
	 “Excess Cash Flow Offer”
	  	4.15	(a)
	 “Guaranteed Obligations”
	  	10.01	 
	 “Initial Lien”
	  	4.11	 
	 “legal defeasance option”
	  	8.01	(b)
	 “Offer”
	  	4.06	(b)
	 “Offer Amount”
	  	4.06	(c)(2)
	 “Offer Period”
	  	4.06	(c)(2)
	 “Paying Agent”
	  	2.03	 
	 “Purchase Date”
	  	4.06	(c)(1)
	 “Registrar”
	  	2.03	 
	 “Successor Company”
	  	5.01	(a)(1)

  
 SECTION 1.03
Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

  
 “Commission” means the SEC; 
  
 “indenture securities” means the Securities and the Subsidiary
Guaranties; 
  
 “indenture security holder” means a
Securityholder; 
  
 “indenture to be qualified” means
this Indenture; 
  
 “indenture trustee” or
“institutional trustee” means the Trustee; and 
  
 “obligor” on the indenture securities means the Company, each Subsidiary Guarantor and any other obligor on the indenture securities. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions. 
  
 SECTION 1.04
Rules of Construction. Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 








 40 
  

 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance
with GAAP; 
  
 (3) “or” is not
exclusive; 
  
 (4) “including” means
including without limitation; 
  
 (5) words in
the singular include the plural and words in the plural include the singular; 
  
 (6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
  
 (7) secured Indebtedness shall not be deemed to be
subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral; 
  
 (8) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 
  
 (9) the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or (B) the maximum
mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and 
  
 (10) all references to the date the Securities were originally issued shall refer to the Issue Date. 
  
 Article 2 
  
 The Securities 
  
 SECTION 2.01 Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The
Initial Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix 








 41 
  

 which is hereby incorporated in, and expressly made a part of, this Indenture. The Exchange Securities, the Private
Exchange Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in the Appendix and Exhibit A hereto are part of the terms of this Indenture. 
  
 SECTION 2.02 Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. 
  
 If an Officer whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 
  
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. 
  
 On the Issue Date, the
Trustee shall authenticate and deliver $200.0 million of 10  1/4% Senior Notes Due March 15, 2014 and, at any
time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by
an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in
the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the 








 42 
  

 Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

  
 SECTION 2.03 Registrar and Paying Agent. The Company
shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The
Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

  
 The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any
Wholly Owned Subsidiary incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
  
 The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. 
  
 SECTION 2.04 Paying Agent To Hold Money in Trust. Prior to each due
date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default
by the Company in making any such payment. If 








 43 
  

 the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as
a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee. 
  
 SECTION 2.05
Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders. 
  
 SECTION 2.06
Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a
request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a
co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. 
  
 SECTION 2.07 Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and
the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in
replacing a Security. 
  








 44 
  

 Every replacement Security shall be an Obligation of the Company. 
  
 SECTION 2.08 Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Security. 
  
 If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide
purchaser. 
  
 If the Paying Agent segregates and holds in trust,
in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be,
then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 
  
 SECTION 2.09 Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities. 
  
 SECTION 2.10 Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) 








 45 
  

 all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of
such destruction to the Company unless the Company directs the Trustee to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.

  
 SECTION 2.11 Defaulted Interest. If the Company
defaults in a payment of interest on the Securities, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that
states the special record date, the payment date and the amount of defaulted interest to be paid. 
  
 SECTION 2.12 CUSIP Numbers. The Company in issuing the Securities 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, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. 
  
 SECTION 2.13 Issuance of Additional
Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with
respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for
all purposes under this Indenture. 








 46 
  

 With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an
Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information: 
  
 (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; 

 
 (2) the issue price, the issue date and the CUSIP number
of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the
Code; and 
  
 (3) whether such Additional
Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A hereto. 
  
 Article 3 
  
 Redemption 
  
 SECTION 3.01 Notices to Trustee. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Securities pursuant to which the redemption shall occur.

  
 The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Company to the effect that such
redemption shall comply with the conditions herein. 
  
 SECTION
3.02 Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that complies with applicable legal and
securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee
shall 








 47 
  

 make the selection from outstanding Securities not previously called for redemption. The Trustee may select for
redemption portions of the principal amount of Securities that have denominations larger than $1,000. Securities and portions of them the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 
  
 SECTION 3.03 Notice of Redemption. At least 30 days but not more than
60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address. 
  
 The notice shall identify the Securities to be redeemed and shall state:

  
 (1) the redemption date; 
  
 (2) the redemption price; 
  
 (3) the name and address of the Paying Agent; 
  
 (4) that Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price; 
  
 (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed; 
  
 (6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion
thereof) called for redemption ceases to accrue on and after the redemption date; and 
  
 (7) 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
Securities. 
  
 At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section. 
  








 48 
  

 SECTION 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed, Securities
called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued
interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date). Failure to give notice or any defect in the notice to any Holder shall not affect
the validity of the notice to any other Holder. 
  
 SECTION 3.05
Deposit of Redemption Price. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancellation. 
  
 SECTION 3.06 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 
  
 Article 4 
  
 Covenants 
  
 SECTION 4.01 Payment of Securities. The Company shall promptly pay
the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and interest then due. 
  
 The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  








 49 
  

 SECTION 4.02 SEC Reports. Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (to the extent the SEC shall accept such filings) and provide the Trustee and Securityholders with such annual reports and such information, documents and
other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the
filing of such information, documents and reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the first sentence of this Section with the SEC within the time periods required unless the SEC shall not accept such a filing. The Company agrees
that it shall not take any action for the purposes of causing the SEC not to accept any such filings. If, not withstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the
preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 
  
 At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the
preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and 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. 
  
 In addition, the Company shall furnish to the Holder of the Securities and to
prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long any Securities are not freely transferable under the Securities Act. The Company also
shall comply with the other provisions of TIA § 314(a). 
  








 50 
  

 SECTION 4.03 Limitation on Indebtedness. 
  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly
or indirectly, any Indebtedness; provided, however, that the Company shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto the Consolidated Coverage Ratio exceeds 2.5 to 1.0.

  
 (b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness: 
  
 (1) Indebtedness Incurred by the Company pursuant to any Credit Facility or a Debt Issuance; provided, however, that, after
giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and then outstanding does not exceed the greater of: (A) $212.0 million less the sum of all principal payments with respect to
such Indebtedness pursuant to paragraph (a)(3)(A) of Section 4.06; and (B) the sum of (i) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries, plus (ii) 60% of the book value of the inventory of the
Company and its Restricted Subsidiaries, plus (iii) 25% of the book value of the net property, plant and equipment of the Company and its Restricted Subsidiaries, in each case determined in accordance with GAAP; 
  
 provided, however, that, for purposes of determining the
amount of Indebtedness permitted to be Incurred by the Company in reliance upon this clause (1), (x) the amount calculated pursuant to clause (1)(B) shall be reduced by the sum of (i) the amount of any Attributable Debt Incurred by the Company or a
Restricted Subsidiary pursuant to a Permitted Headquarters Sale/Leaseback Transaction and (ii) the aggregate amount of any other Indebtedness or Obligations of the Company or a Restricted Subsidiary then outstanding that is secured by a Lien on any
property or assets of the Company or a Restricted Subsidiary and (y) the amount calculated pursuant to clause (1)(A) and (1)(B) shall be reduced in each case by the aggregate principal amount of revolving loans 








 51 
  

 under any Credit Facility repaid pursuant to paragraph (a)(1)(A) or paid with amounts previously
deposited in the restricted cash account pursuant to paragraph (a)(2) of Section 4.15; 
  
 (2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent
issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed,
in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with
respect to the Securities and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such obligor with respect to its Subsidiary
Guaranty; 
  
 (3) the Securities (other
than any Additional Securities); 
  
 (4)
Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b)); 
  
 (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the
Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a
Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional
Indebtedness pursuant to Section 4.03(a); 
  
 (6)
Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (3), (4) or (5) of this Section 4.03(b) or this clause (6); provided, however, 








 52 
  

 that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a
Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; 
  
 (7) Hedging Obligations consisting of Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Company
and the Restricted Subsidiaries pursuant to this Indenture; 
  
 (8) (i) obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary and (ii) reimbursement obligations in respect of workers’
compensation claims or insurance claims related thereto of the Company or any Restricted Subsidiary, in the case of each of clause (i) and (ii), arising in the ordinary course of business; 
  
 (9) Indebtedness arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its
Incurrence; 
  
 (10) any Guarantee (including the
Subsidiary Guarantees) by the Company or a Subsidiary Guarantor of Indebtedness of the Company or any Subsidiary Guarantor so long as the Incurrence of such Indebtedness by the Company or such Subsidiary Guarantor is permitted under the terms of
this Indenture (other than Indebtedness Incurred pursuant to clause (5) above or, in the case of Restricted Subsidiaries, clause (13) below); 
  
 (11) Purchase Money Indebtedness (and Refinancing Indebtedness in respect of such Purchase Money Indebtedness) Incurred to finance the
acquisition by the Company or a Restricted Subsidiary of any assets in the ordinary course of business in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (11) and then
outstanding, does not exceed $7.5 million; 








 53 
  

 (12) Attributable Indebtedness incurred in connection with a Permitted Headquarters
Sale/Leaseback Transaction; 
  
 (13) Indebtedness
Incurred by a Foreign Subsidiary in an aggregate principal amount which, when taken together with all other Indebtedness of Foreign Subsidiaries Incurred pursuant to this clause (13) and then outstanding, does not exceed $5.0 million; and

  
 (14) Indebtedness of the Company or a
Subsidiary Guarantor in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and the Subsidiary Guarantors outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1)
through (13) of this Section 4.03(b) or Section 4.03(a)), does not exceed $20.0 million. 
  
 (c) Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations of the Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Securities or the applicable Subsidiary Guaranty to at least the same extent as such Subordinated Obligations. 
  
 (d) For purposes of determining compliance with this Section 4.03: (1) any
Indebtedness remaining outstanding under a Credit Facility after the application of the net proceeds from the sale of the Securities shall be treated as Incurred on the Issue Date under clause (1) of paragraph (b) above; (2) in the event that an
item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described herein, the Company, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of
Incurrence and shall only be required to include the amount and type of such Indebtedness in one of the above clauses; and (3) the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness
described herein. 
  
 SECTION 4.04 Limitation on Restricted
Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make a 








 54 
  

 Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 
  
 (1) a Default shall have occurred and be continuing (or
would result therefrom); 
  
 (2) the Company is
not entitled to Incur an additional $1.00 of Indebtedness under Section 4.03(a); or 
  
 (3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of
(without duplication): 
  
 (A) 50% of the
Consolidated Net Income accrued during the period (treated as one accounting period) from June 27, 2004 to the end of the most recent fiscal quarter for which internal financial statements are available prior to the date of such Restricted Payment
(or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus 
  
 (B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than
Disqualified Stock) subsequent to June 27, 2004 (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries
for the benefit of their employees); plus 
  
 (C) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to June 27, 2004 of any Indebtedness of the Company convertible or exchangeable for Capital Stock
(other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not
exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the 








 55 
  

 Company or to an employee stock ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees); plus 
  
 (D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or
redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted
Subsidiary after June 27, 2004 and (ii) to the extent such Person is an Unrestricted Subsidiary and such Unrestricted Subsidiary is designated as a Restricted Subsidiary after June 27, 2004, the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not
exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or
Unrestricted Subsidiary. 
  
 (b) The provisions of Section 4.04(a)
shall not prohibit: 
  
 (1) any Restricted
Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an
employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders;
provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and 








 56 
  

 (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for
such Restricted Payment) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B); 
  
 (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the
Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of Indebtedness of such Person which is permitted to be Incurred pursuant to Section 4.03; provided, however, that such
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments; 
  
 (3) (i) prior to the Conversion Date, the payment of Patronage with respect to a given fiscal year within
270 days after the commencement of the subsequent fiscal year if such payment of Patronage would have complied with this Section 4.04 if made at the time internal financial statements were available for such first fiscal year and (ii) on and after
the Conversion Date, dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this Section 4.04; provided, however, that, in the case of each of (i) and
(ii), at the time of payment of such Patronage or dividend, no other Default shall have occurred and be continuing (or result therefrom); provided further, however, that such payment of Patronage or dividend shall be included in
the calculation of the amount of Restricted Payments; 
  
 (4) at any time on and after the Conversion Date, so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former
employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment
agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such 








 57 
  

 Capital Stock; provided, however, that the aggregate amount of such repurchases and other
acquisitions (excluding amounts representing cancelation of Indebtedness) shall not exceed $1.5 million in any calendar year or $10.0 million in the aggregate; provided further, however, that such repurchases and other
acquisitions shall be included in the calculation of the amount of Restricted Payments; 
  
 (5) payments of dividends on Disqualified Stock issued pursuant to Section 4.03; provided, however, that at the time of
payment of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;

  
 (6) at any time on and after the Conversion
Date, repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such repurchases shall be excluded in the
calculation of the amount of Restricted Payments; 
  
 (7) at any time on and after the Conversion Date, cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the
Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.04 (as determined in good faith by the Board of Directors); provided further, however,
that such payments shall be excluded in the calculation of the amount of Restricted Payments; 
  
 (8) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption,
defeasance or other acquisition or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued
and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the 








 58 
  

 extent permitted by this Indenture) has made a Change of Control Offer with respect to the Securities as
a result of such Change of Control and has repurchased all Securities validly tendered and not withdrawn in connection with such Change of Control Offer; provided further, however, that such repurchase and other acquisitions
shall be included in the calculation of the amount of Restricted Payments; 
  
 (9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (5) of Section 4.03(b); provided, however, that no Default has occurred and is continuing or
would otherwise result therefrom; provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; 
  
 (10) redemptions of Subordinated Capital Certificates required to be made pursuant to the terms thereof as
in effect on the Issue Date; provided, however, that such redemptions shall be included in the calculation of the amount of Restricted Payments; 
  

(11) so long as the Company has the status of a cooperative under Subchapter T of the Code, the purchase or redemption of Common Stock
and Written Notices of Allocation (as defined in Subchapter T of the Code) of the Company owned by a Member or a former Member following the death of such Member; provided, however, that the aggregate amount of such purchases and
redemptions (less the amount of any insurance proceeds received by the Company in respect of such deceased Member) shall not exceed $5.0 million in any fiscal year in the aggregate; provided further, however, that such
redemptions and other acquisitions shall be included in the calculation of the amount of Restricted Payments; 
  
 (12) so long as the Company has the status of a cooperative under Subchapter T of the Code, the payment of Patronage made after the Issue
Date in an amount not to exceed $20.0 million in the aggregate; provided, however, that no such payment shall be made if the amount of such payment, when taken together with all other distributions and payments of Patronage made
pursuant to this clause (12) during the applicable fiscal year of the Company, would exceed 








 59 
  

 $3.0 million unless at the time of such payment, the Company would be able to Incur an additional $1.00
of Indebtedness pursuant to clause (a) of Section 4.03; provided further, however, that such distributions and payments shall be included in the calculation of the amount of Restricted Payments; and 
  
 (13) so long as no Default has occurred and is continuing,
in the event the Consolidated Coverage Ratio exceeds 2.0 to 1.0, the payment of Patronage out of amounts otherwise then available for Restricted Payments under paragraph (a) of this Section 4.04; provided, however, that the amount of
such payment, together with all other payments under this clause (13) made during any fiscal year of the Company, shall not exceed an amount equal to 10% of allocated patronage earnings for the immediately preceding fiscal year of the Company;
provided further, however, that all such payments shall be included in the calculation of the amount of Restricted Payments. 
  
 SECTION 4.05 Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the
Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: 
  
 (1) with respect to clauses (a), (b) and (c), 
  
 (A) (i) any encumbrance or restriction pursuant to an
agreement in effect at or entered into on the Issue Date and (ii) any encumbrance or restriction pursuant to any agreement or instrument governing Indebtedness that is permitted to be Incurred pursuant to clause (b)(1) of Section 4.03;
provided, however, that the Company determines that any such encumbrances and restrictions (x) are not materially less favorable to the holders of the Notes than the encumbrances and restrictions under any instrument or agreement
relating to Indebtedness 








 60 
  

 of the Company in effect at or entered into on the Issue Date (in each case as such agreement is in
effect on the Issue Date) and (y) shall not materially adversely affect the Company’s ability to make principal or interest payments on the Notes; 
  
 (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; 
  
 (C) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C) or contained in any amendment to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C);
provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and
restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; and 
  
 (D) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and 
  
 (2) with respect to clause (c) only, 
  
 (A) any encumbrance or restriction consisting of customary nonassignment provisions 








 61 
  

 in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease
or the property leased thereunder; and 
  
 (B)
any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or
mortgages. 
  
 SECTION 4.06 Limitation on Sales of Assets and
Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of
such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; (2) at least
75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or
such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than
any Disqualified Stock) of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available
Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset
Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to
holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions of Section 4.06(b); provided, however,
that in connection with 








 62 
  

 any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted
Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. 
  
 Notwithstanding the foregoing provisions of this Section 4.06, the Company
and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with
this Section 4.06 exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

  
 For the purposes of this Section 4.06, the following are
deemed to be cash or cash equivalents: (i) the assumption of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock
or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and (ii) securities received by the Company or any
Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of cash received in that conversion. 
  
 (b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the
Company) pursuant to Section 4.06(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness) (the “Offer”) at a purchase price of 100% of their
principal amount (or, in the event such other Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such
other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the 








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 procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase
price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities
shall be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness of the Company) pursuant to this Section 4.06 if the Net Available Cash
available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion
of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer. 
  
 (c) (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send,
by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”)
and shall contain such information concerning the business of the Company which the Company in good faith believes shall enable such Holders to make an informed decision (which at a minimum shall include (A) the most recently filed Annual Report on
Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than
Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company’s business subsequent to the date of the latest of such
Reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3). 








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 (2) Not later than the date upon which written notice of an Offer is delivered to the
Trustee as provided below, the Company shall deliver to the Trustee an Officer’s Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B)
the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Company shall also
irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, as directed in writing by the Company, maturing on the last day prior to
the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior
Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer
Period”), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment
(or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the
Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period. 
  
 (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. 








 65 
  

 Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later
than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
  
 (4) At the time the Company delivers Securities to the
Trustee which are to be accepted for purchase, the Company shall also deliver an Officer’s Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.06. A Security
shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 
  
 (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company
shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations. 
  
 SECTION 4.07 Limitation on Affiliate Transactions. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with,
or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless: (1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the
time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $10.0 








 66 
  

 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of
the Company disinterested with respect to such Affiliate Transaction (other than as Members of the Company generally) have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate
Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $15.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified
Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be
obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. 
  
 (b) The provisions of Section 4.07(a) shall not prohibit (1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case
permitted to be made pursuant to Section 4.04 (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to Section 4.04(a)(3)); (2) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements approved by the Board of Directors; (3) loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or its
Restricted Subsidiaries, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time; (4) the payment of reasonable fees to, and other amounts arising under customary indemnification arrangements with, directors of the
Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries; (5) any transaction with a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely
because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the
Company; (7) any agreement as in effect on the Issue Date and described in the Offering Circular or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Company or the 








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 Restricted Subsidiaries) and the transactions evidenced thereby; and (8) payments made to any employee of the Company or
any Restricted Subsidiary pursuant to the terms of employment or similar agreements approved by the Board of Directors. 
  
 SECTION 4.08 Limitation on Line of Business. The Company shall not, and shall not permit any Restricted Subsidiary, to engage in any business other
than a Related Business. 
  
 SECTION 4.09 Limitation on the
Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company: 
  
 (1) shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any
Restricted Subsidiary to any Person (other than the Company or a Wholly Owned Subsidiary); and 
  
 (2) shall not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock
constituting directors’ or other legally required qualifying shares) to any Person (other than the Company or a Wholly Owned Subsidiary), unless 
  
 (A) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any
Capital Stock of such Restricted Subsidiary; or 
  
 (B) immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is
treated as a new Investment by the Company and such Investment would be permitted to be made under Section 4.04 if made on the date of such issuance, sale or other disposition. 
  
 For purposes of this Section 4.09, the creation of a Lien on any Capital Stock of a Restricted Subsidiary shall not be deemed to be a
violation of this Section 4.09; provided, however, that any sale or other disposition by the secured party of such Capital Stock following foreclosure of its Lien shall be subject to this Section 4.09. 








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 SECTION 4.10 Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company repurchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in Section 4.10(b). 
  
 (b) Within 30 days following any Change of Control, the Company shall mail a
notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: 
  
 (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s
Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to
receive interest on the relevant interest payment date); 
  
 (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving
effect to such Change of Control); 
  
 (3) the
purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and 
  
 (4) the instructions, as determined by the Company, consistent with this Section 4.10, that a Holder must follow in order to have its
Securities purchased. 
  
 (c) Holders electing to have a Security
purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw
their election if the Trustee or the Company receives not later than one Business Day prior to 








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 the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. 
  
 (d) On the purchase date, all Securities purchased by the Company under this Section shall be delivered by the Company to
the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. 
  
 (e) Notwithstanding the foregoing provisions of this Section, the Company shall not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control Offer. 
  
 (f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant
to this Section 4.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.10 by virtue of its compliance with such securities laws or regulations. 
  
 SECTION 4.11 Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Indebtedness, other than
Permitted Liens, without effectively providing that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of
the Securities pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. 








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 SECTION 4.12 Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not
permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless: (1) the Company or such Restricted Subsidiary would be entitled to (a) Incur Indebtedness in an amount equal to the Attributable Debt
with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and (b) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.11; (2) the net proceeds
received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors) of such property; and (3) the Company applies the proceeds
of such transaction in compliance with Section 4.06. 
  
 SECTION
4.13 Future Guarantors. The Company shall cause each domestic Restricted Subsidiary that Incurs any Indebtedness to, and each Foreign Subsidiary that enters into a Guarantee of any Senior Indebtedness (other than a Foreign Subsidiary that
Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary) to, in each case, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities
on the same terms and conditions as those set forth in Article 10 of this Indenture. 
  
 SECTION 4.14 Limitation on Capital Expenditures. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Capital Expenditures that would cause the aggregate amount of Capital
Expenditures made by the Company and its Restricted Subsidiaries in any fiscal year of the Company to exceed the sum of (a) the greater of (1) $55.0 million and (2) 2.0% of net sales volume for the immediately preceding fiscal year of the Company,
(b) 25% of Excess Cash Flow for the immediately preceding fiscal year of the Company and (c) $50.0 million (less any portion of such amount used since the Issue Date to make Capital Expenditures pursuant to this clause (c)); provided,
however, that, with respect to each of clause (a) and (b) of this Section 4.14, if the total amount of Capital Expenditures actually made in the preceding fiscal year pursuant to such clause is less than 








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 the total amount of Capital Expenditures available to be made in such fiscal year pursuant to such clause, then the
Company can carry forward indefinitely under such clause the amount of such Capital Expenditures that were permitted to be made but were not so made thereunder; provided further, however, that the aggregate amount of Capital
Expenditures made from amounts available under clauses (a) and (c) of this Section 4.14 (including any amounts carried forward) during any fiscal year of the Company shall not in any event exceed the greater of (x) $75.0 million and (y) 3.0% of net
sales volume for the immediately preceding fiscal year of the Company. 
  
 SECTION 4.15 Excess Cash Flow. (a) Within 120 days after the end of each Excess Cash Flow Period, the Company shall either: 
  
 (1) apply an amount equal to the Excess Cash Flow Amount to either: 
  
 (A) prepay, repay, redeem or purchase Senior Indebtedness of the Company; or 
  
 (B) make an offer to the Holders of the Securities to
purchase Securities pursuant to an Excess Cash Flow Offer (as defined below), or 
  
 (2) deposit an amount equal to the Excess Cash Flow Amount (after giving effect to the application of any portion of the Excess Cash Flow
Amount pursuant to clause (1) of this Section 4.15(a)) in a restricted cash account, which amount may be applied, at the option of the Company at any time, either (i) in the manner set forth in clause (1) of this Section 4.15(a) or (ii) to make any
future scheduled or mandatory payments of principal under, at the Company’s option, either the Securities or any other Senior Indebtedness of the Company. Any amounts deposited in the restricted cash account pursuant to paragraph (a)(2) of this
Section 4.15 shall be invested in Temporary Cash Investments. 
  
 Each Offer to purchase Securities pursuant to this Section 4.15 (each, an “Excess Cash Flow Offer”) shall be made to each Holder of Securities outstanding at the time of such offer, shall offer to
purchase Securities at a purchase price of 105% of their principal amount and shall remain open for a period of not less than 30 days (or any longer period as is required by law). 








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 (b) If the Company is required to make an Excess Cash Flow Offer pursuant to this Section 4.15, no later
than 120 days after the end of the applicable Excess Cash Flow Period, the Company will mail a notice of such Excess Cash Flow Offer to each Holder stating: 
  
 (1) that the Company is offering to purchase Securities in an amount equal to the Excess Cash Flow Offer Amount (determined after giving
effect to (A) any prepayments, repayments, redemptions or purchases of Senior Indebtedness of the Company made pursuant to paragraph (a)(1)(A) of this Section 4.15 and (B) any amounts deposited into the restricted cash account pursuant to paragraph
(a)(2) of this Section 4.15) at a purchase price in cash equal to 105% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the
relevant date to receive interest on the relevant interest payment date); 
  
 (2) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and 
  

(3) the instructions, as determined by the Company, consistent with this Section 4.15, that a Holder must follow in order to tender its
Securities. 
  
 (c) If the aggregate purchase price of the
Securities tendered in connection with any Excess Cash Flow Offer exceeds the Excess Cash Flow Amount allotted to their purchase, the Company will select the Securities to be purchased on a pro rata basis but in denominations of $1,000
principal amount or multiples thereof. If the aggregate purchase price of the Securities tendered in connection with any Excess Cash Flow Offer is less than the Excess Cash Flow Amount allotted to their purchase, the Company shall be permitted to
use the portion of the Excess Cash Flow Amount that is not applied to the purchase of Securities in connection with such Excess Cash Flow Offer for general corporate purposes. Upon completion of an Excess Cash Flow Offer, the Excess Cash Flow Amount
with respect thereto will be deemed to be reduced by the aggregate amount of such Excess Cash Flow Offer. 








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 (d) Holders electing to have Securities purchased pursuant to an Excess Cash Flow Offer shall be required
to surrender the Securities, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee
or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities which was delivered for purchase by
the Holder and a statement that such Holder is withdrawing his election to have such Securities purchased. 
  
 (e) On the purchase date with respect to any Excess Cash Flow Offer, all Securities purchased by the Company pursuant to such Excess Cash Flow Offer shall
be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. 
  
 (f) The Company will comply, to the extent applicable, with Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to an Excess Cash Flow Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the
Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of its compliance with such securities laws or regulations. 
  
 SECTION 4.16 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an Officer’s Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA § 314(a)(4). 
  
 SECTION
4.17 Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this
Indenture. 








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 Article 5 
  

Successor Company 
  
 SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or
lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: 
  
 (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; 
  
 (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation
of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; 
  
 (3) immediately after giving pro forma effect
to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.03; 
  
 (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and 
  
 (5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders shall not recognize income, gain
or loss for 









 75 
  

 
Federal income tax purposes as a result of such transaction and shall 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 transaction had not occurred; 
  
 provided, however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company, (B) the Company merging with
an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction or (C) the Company merging with a Restricted Subsidiary or transferring substantially all of its assets to a
Restricted Subsidiary solely as part of a Permitted Conversion Transaction. 
  
 For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all
of the properties and assets of the Company. 
  
 The Successor
Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released
from the obligation to pay the principal of and interest on the Securities. 
  
 (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or series of transactions, all or substantially all of its assets
to any Person unless: (1) except in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of
Capital Stock or assets, or (y) that as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officer’s Certificate to 








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 the Trustee to the effect that the Company shall comply with its obligations under Section 4.06 in respect of such
disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of
America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty; (2)
immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as
having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture. 
  
 Article 6 
  
 Defaults and Remedies 
  
 SECTION 6.01 Events of
Default. An “Event of Default” occurs if: 
  
 (1) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days; 
  
 (2) the Company (A) defaults in the payment of the principal of any Security when the same becomes due and
payable at its Stated Maturity, upon optional redemption, upon declaration of acceleration or otherwise, or (B) fails to redeem or purchase Securities when required pursuant to this Indenture or the Securities; 
  
 (3) the Company fails to comply with Section 5.01;

  
 (4) the Company fails to comply with Section
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 or 4.16 








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 (other than a failure to purchase Securities when required under Section 4.06, 4.10 or 4.15) and such
failure continues for 30 days after the notice specified below; 
  
 (5) the Company or any Subsidiary Guarantor fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in clause (1), (2), (3) or (4) above) and such failure continues
for 60 days after the notice specified below; 
  
 (6) Indebtedness of the Company or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid
or accelerated exceeds $15.0 million; 
  
 (7) the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
  
 (A) commences a voluntary case; 
  
 (B) consents to the entry of an order for relief against it in an involuntary case; 
  
 (C) consents to the appointment of a Custodian of it or for
any substantial part of its property; or 
  
 (D)
makes a general assignment for the benefit of its creditors; 
  
 or takes any comparable action under any foreign laws relating to insolvency; 
  
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (A) is for relief against the Company or any Significant
Subsidiary in an involuntary case; 
  
 (B)
appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or 








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 (C) orders the winding up or liquidation of the Company or any Significant Subsidiary;

  
 or any similar relief is granted under any
foreign laws and the order or decree remains unstayed and in effect for 60 days; 
  
 (9) any judgment or decree for the payment of money (other than judgments and decrees which are covered by enforceable insurance policies
issued by solvent carriers) in excess of $15.0 million at the time entered against the Company or any Significant Subsidiary, and remains outstanding for a period of 60 days following the entry of such judgment or decree and is not discharged,
waived or the execution thereof stayed; or 
  
 (10) a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty. 

 
 The foregoing shall constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  
 The term “Bankruptcy Law” means Title 11, United
States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
  
 A Default under clauses (4), (5) or (9) is not an Event of Default until the
Trustee or the holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify
the Default, demand that it be remedied and state that such notice is a “Notice of Default”. 
  
 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any
Event of Default 








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 under clause (6) or (10) and any event which with the giving of notice or the lapse of time would become an Event of
Default under clause (4), (5) or (9), its status and what action the Company is taking or proposes to take with respect thereto. 
  
 SECTION 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) with respect to the Company)
occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(7) or (8) with respect to the Company occurs and is continuing, the
principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 
  
 SECTION 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 
  

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy 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. No remedy is exclusive of any
other remedy. All available remedies are cumulative. 
  
 SECTION
6.04 Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities 








 80 
  

 by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the
principal of or interest on a Security (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without
the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 
  
 SECTION 6.05 Control by Majority. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion against all losses and expenses caused by taking or not taking such action. 
  
 SECTION 6.06 Limitation on Suits. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or
the Securities unless: 
  
 (1) the Holder gives
to the Trustee written notice stating that an Event of Default is continuing; 
  
 (2) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the remedy; 
  
 (3) such Holder or Holders offer to the Trustee reasonable security or indemnity 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 








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 (5) the Holders of a majority in principal amount of the Securities do not give the
Trustee a direction inconsistent with the request during such 60-day period. 
  
 A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. 
  
 SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, 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) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

  
 SECTION 6.09 Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make 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 it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 








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 Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay
out the money or property in the following order: 
  
 FIRST: to the Trustee for amounts due under Section 7.07; 
  
 SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for
principal and interest, respectively; and 
  
 THIRD: to the Company. 
  
 The Trustee may fix a record
date and payment date for any payment to Securityholders pursuant to this Section 6.09. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date
and amount to be paid. 
  
 SECTION 6.10 Undertaking for
Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. 
  
 SECTION 6.11 Waiver of Stay or Extension Laws. The Company (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 








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 Article 7 
  

Trustee 
  
 SECTION 7.01 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested
in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (1) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture 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. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture. 
  
 (c) The Trustee may not
be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its own wilful misconduct, except that: 
  
 (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
  
 (2) the Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05. 








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 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01. 
  
 (e) The Trustee shall
not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 
  
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 (g) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
  
 (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

  
 SECTION 7.02 Rights of Trustee. (a) The Trustee may
rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. 
  
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
  
 (d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it 








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 believes to be authorized or within its rights or powers; provided, however, that the Trustee’s
conduct does not constitute wilful misconduct or gross negligence. 
  
 (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to
any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
  
 SECTION 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11. 
  
 SECTION 7.04 Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and
it shall not be responsible for any statement of the Company in the Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. 
  
 SECTION 7.05 Notice of Defaults. If a Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Security (including payments
pursuant to the mandatory redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of
Securityholders. 
  
 SECTION 7.06 Reports by Trustee to
Holders. As promptly as practicable after each December 31 beginning with the December 31 following the date of this Indenture, and in any event prior to March 1 in each year, the Trustee shall mail to each Securityholder a brief report dated as
of December 31 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). 








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 A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each
stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 
  
 SECTION 7.07 Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and
the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own wilful misconduct, gross negligence or bad faith. 
  
 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in
trust to pay principal of and interest on particular Securities. 
  
 The Company’s payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the
Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 








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 SECTION 7.08 Replacement of Trustee. The Trustee may resign at any time by so notifying the
Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 7.10;

  
 (2) the Trustee is adjudged bankrupt or
insolvent; 
  
 (3) a receiver or other public
officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee otherwise becomes incapable of acting. 
  
 If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists
in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 
  
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  

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








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 Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations
under Section 7.07, incurred prior to resignation or removal of such Trustee, shall continue for the benefit of the retiring Trustee. 
  
 SECTION 7.09 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 
  
 In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

  
 SECTION 7.10 Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA
§ 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the
Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
  
 SECTION 7.11 Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 








 89 
  

 Article 8 
  

Discharge of Indenture; Defeasance 
  
 SECTION 8.01 Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3
hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant
to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge
of this Indenture on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company. 
  
 (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the Securities and this Indenture
(“legal defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9)
(but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. 
  
 If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities
may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of 








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 Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to
comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty.

  
 Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
  
 (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this
Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive. 
  

SECTION 8.02 Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if:

  
 (1) the Company irrevocably deposits in trust
with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be; 
  
 (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such
amounts as shall be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be; 
  
 (3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 6.01(7) or (8) with respect to
the Company occurs which is continuing at the end of the period; 
  
 (4) the deposit does not constitute a default under any other agreement binding on the Company; 








 91 
  

 (5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
  
 (6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Securityholders shall not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and shall 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 defeasance had not occurred; 
  
 (7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Securityholders shall not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and shall 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; 
  
 (8) the Company delivers to the Trustee an Opinion of Counsel in the jurisdiction or organization of the Company (if other than the United States) to the effect that (A) Holders shall not recognize income, gain or
loss income tax purposes of such jurisdiction as a result of such deposit and defeasance, and shall be subject to income tax of such jurisdiction on the same amounts, and in the same manner and at the same times as would have been the case if such
deposit and defeasance, had not occurred; and 
  
 (9) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article 8 have been
complied with. 








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 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date in accordance with Article 3. 
  
 SECTION 8.03 Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities. 
  
 SECTION 8.04 Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time. 
  
 Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the
money must look to the Company for payment as general creditors. 
  
 SECTION 8.05 Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations. 
  
 SECTION
8.06 Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 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 obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest on
or principal of 








 93 
  

 any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
  
 Article 9 
  
 Amendments 
  
 SECTION 9.01 Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder: 
  
 (1) to cure any ambiguity, omission, defect or
inconsistency; 
  
 (2) to comply with Article 5;

  
 (3) to provide for uncertificated Securities
in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code; 
  
 (4) to add Guarantees with respect to the Securities, including any Subsidiary Guaranties, or to secure the Securities; 
  
 (5) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company or any Subsidiary Guarantor; 
  
 (6) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under
the TIA; 
  
 (7) to make any change that does not
adversely affect the rights of any Securityholder; or 
  
 (8) to make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Securities; provided, 








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 however, that (a) compliance with this Indenture as so amended would not result in Notes being
transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially affect the rights of Holders to transfer Securities. 
  
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly
describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 
  
 SECTION 9.02 With Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture
or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or
exchange for the Securities). However, without the consent of each Securityholder affected thereby, an amendment or waiver may not: 
  
 (1) reduce the amount of Securities whose Holders must consent to an amendment; 
  
 (2) reduce the rate of or extend the time for payment of
interest on any Security; 
  
 (3) reduce the
principal of or change the Stated Maturity of any Security; 
  
 (4) change the provisions applicable to the redemption of any Security contained in Article 3 hereto or paragraph 5 of the Securities; 
  
 (5) make any Security payable in money other than that stated in the Security; 
  
 (6) make any changes in the ranking or priority of any
Security that would adversely affect the Securityholders; 
  
 (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section; or 








 95 
  

 (8) make any change in, or release (other than in accordance with this Indenture), any
Subsidiary Guaranty that would adversely affect the Securityholders. 
  
 It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
  
 After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 
  
 SECTION 9.03 Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall comply with the TIA as then in effect. 
  
 SECTION 9.04 Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 120 days after such record date. 








 96 
  

 SECTION 9.05 Notation on or Exchange of Securities. If an amendment changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment. 
  
 SECTION 9.06 Trustee To Sign
Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture. 
  
 SECTION 9.07 Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to
any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
  
 Article 10 
  
 Subsidiary Guaranties 
  
 SECTION 10.01
Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on
the 








 97 
  

 Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations
of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter
collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor
and that such Subsidiary Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. 
  
 Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any
extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee
for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the
ownership of such Subsidiary Guarantor. 
  
 Each Subsidiary
Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranteed Obligations. 
  
 Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any 








 98 
  

 reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other
agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might
in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 
  
 Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise. 
  
 In furtherance of the foregoing and not in
limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the
same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Obligations (but only to the extent not
prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. 
  
 Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on 








 99 
  

 the other hand, (i) the maturity of the Guaranteed Obligations Guaranteed hereby may be accelerated as provided in
Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in
the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes
of this Section. 
  
 Each Subsidiary Guarantor also agrees to pay
any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section. 
  
 SECTION 10.02 Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
  
 SECTION 10.03 Successors and Assigns. Except as expressly set forth in Section 10.06, this Article 10 shall be binding upon each Subsidiary
Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 
  
 SECTION 10.04 No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise. 








 100 
  

 SECTION 10.05 Modification. No modification, amendment or waiver of any provision of this Article
10, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances. 
  
 SECTION 10.06 Release of Subsidiary Guarantor. Upon the sale or other
disposition (including by way of consolidation, merger or dissolution) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (in each case other than a sale or disposition to the
Company or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 10 without any further action required on the part of the Trustee or any Holder. At the request of the Company, the
Trustee shall execute and deliver an appropriate instrument evidencing such release. 
  
 The Subsidiary Guaranty of a Subsidiary Guarantor also shall be released: 
  
 (a) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; 
  
 (b) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such
Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.13; or 
  
 (c) if the Company exercises its legal defeasance option or its covenant defeasance option as described under Section 8.01 or if the Company’s obligations under this Indenture are discharged in accordance with
the terms of this Indenture. 
  
 SECTION 10.07
Contribution. Each Subsidiary Guarantor that makes a payment under its Subsidiary 








 101 
  

 Guaranty shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from
each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP. 
  
 Article 11 
  
 Miscellaneous 
  
 SECTION 11.01 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 
  
 SECTION 11.02 Notices. Any notice or communication shall be in writing and delivered in Person or mailed by
first-class mail addressed as follows: 
  
 if to
the Company or any Subsidiary Guarantor: 
  
 Gold
Kist Inc. 
 244 Perimeter Carter Parkway, N.E. 
 Atlanta, GA 30346 
 Attention of J. David Dyson 
  
 if to
the Trustee: 
  
 U.S. Bank National Association

 3384 Peachtree Road N.E., Suite 200 
 Atlanta, GA 30326 
 Attention of Corporate Trust Services 
  
 The Company,
any Subsidiary Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  
 Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 








 102 
  

 Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
  
 SECTION 11.03 Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA §
312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, any Subsidiary Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 SECTION 11.04 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
  
 (1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that,
in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with. 
  
 SECTION
11.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 
  
 (1) a statement that the individual 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; 
  








 103 
  

 (3) a statement that, in the opinion of such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
  
 SECTION 11.06 When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee
knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
  
 SECTION 11.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
  
 SECTION 11.08 Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 
  
 SECTION 11.09 Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New
York but 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. 
  
 SECTION 11.10 No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or
any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the 








 104 
  

 Securities or this Indenture or of such Subsidiary Guarantor under its Subsidiary Guaranty or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the
Securities. 
  
 SECTION 11.11 Successors. All agreements of
the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 SECTION 11.12 Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove this Indenture. 
  
 SECTION 11.13 Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 








 105 
  

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

			
	 GOLD KIST INC.,

		
	 By
	 	 /s/ J. David Dyson


	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 AGRATRADE FINANCING INC.,

	
	 By    /s/ J. David Dyson

	 	 	

	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 AGRATECH SEEDS INC.,

	
	 By    /s/ J. David Dyson

	 	 	

	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 AGVESTMENTS, INC.,

		
	 By
	 	 /s/ J. David Dyson


	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 CROSS EQUIPMENT COMPANY, INC.

	
	 By    /s/ J. David Dyson

	 	 	

	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary











 106 
  


			
	 GK FINANCE CORPORATION,

		
	 By
	 	 /s/ J. David Dyson


	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 GK PEANUTS, INC.,

		
	 By
	 	 /s/ J. David Dyson


	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 GK PECANS, INC.,

		
	 By
	 	 /s/ J. David Dyson


	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 LUKER INC.,

		
	 By
	 	 J. David Dyson


	 	 	 Name: J. David Dyson

	 	 	 Title: Secretary



  

			
	 U.S. BANK NATIONAL ASSOCIATION,

		
	 By
	 	 /s/ J. David Dever


	 	 	 Name: J. David Dever

	 	 	 Title: Vice President










 RULE 144A/REGULATION S APPENDIX 
  
 PROVISIONS RELATING TO INITIAL SECURITIES, 
 PRIVATE EXCHANGE SECURITIES 
 AND EXCHANGE SECURITIES 
  
 1. Definitions 
  
 1.1 Definitions 
  
 For the purposes of this Appendix the following terms shall have the meanings
indicated below: 
  
 “Depository” means The Depository
Trust Company, its nominees and their respective successors. 
  
 “Exchange Securities” means (1) the 10 1/4% Senior Notes Due March 15, 2014 issued pursuant to
the Indenture in connection with a Registered Exchange Offer pursuant to the Registration Rights Agreement and (2) Additional Securities, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

  
 “Initial Purchasers” means (1) with respect
to the Initial Securities issued on the Issue Date, Credit Suisse First Boston LLC, Rabo Securities USA, Inc., Harris Nesbitt Corp., ING Financial Markets LLC and SunTrust Capital Markets, Inc. and (2) with respect to each issuance of Additional
Securities, the Persons purchasing such Additional Securities under the related Purchase Agreement. 
  
 “Initial Securities” means (1) $200.0 million aggregate principal amount of 10 1/4% Senior Notes Due March 15, 2014 issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration
requirements of the Securities Act. 
  
 “Private
Exchange” means the offer by the Company, pursuant to the Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of
its initial distribution, a like aggregate principal amount of Private Exchange Securities. 








 2 
  

 “Private Exchange Securities” means any 10 1/4% Senior Notes Due March 15, 2014 issued in connection with a Private Exchange. 
  
 “Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase
Agreement dated March 5, 2004, among the Company and the Initial Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such
Additional Securities. 
  
 “QIB” means a “qualified
institutional buyer” as defined in Rule 144A. 
  
 “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the Securities Act. 
  
 “Registration Rights Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated March 5, 2004, among the Company and the Initial Purchasers
and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such
Additional Securities under the related Purchase Agreement. 
  
 “Securities” means the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a single class. 
  
 “Securities Act” means the Securities Act of 1933. 
  
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person thereto
and shall initially be the Trustee. 
  
 “Shelf Registration
Statement” means the registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement. 








 3 
  

 “Transfer Restricted Securities” means Securities that bear or are required to bear the legend
set forth in Section 2.3(b) hereto. 
  
 1.2 Other
Definitions 
  

			
	 Term

	  	 Defined in
 Section:


	 “Agent Members”
	  	2.1(b)
	 “Global Security”
	  	2.1(a)
	 “Regulation S”
	  	2.1(a)
	 “Restricted Global Security”
	  	2.1(a)
	 “Rule 144A”
	  	2.1(a)

  
 2. The
Securities. 
  
 2.1 (a) Form and Dating. Initial
Securities offered and sold to a QIB in reliance on Rule 144A under the Securities Act (“Rule 144A”) or in reliance on Regulation S under the Securities Act (“Regulation S”), in each case as provided in a Purchase Agreement, and
Private Exchange Securities, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons with the global securities
legend and restricted securities legend set forth in Exhibit 1 hereto (each, a “Restricted Global Security”), which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Trustee, at its
principal corporate trust office, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as
hereinafter provided. Exchange Securities shall be issued in global form (with the global securities legend set forth in Exhibit 1 hereto) or in certificated form at the option of the Holders thereof from time to time. Exchange Securities issued in
global form and Restricted Global Securities are sometimes referred to in this Appendix as “Global Securities”. 








 4 
  

 (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited
with or on behalf of the Depository. 
  
 The Company shall execute
and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee
of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. 
  
 Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to
treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a
beneficial interest in any Global Security. 
  
 (c)
Certificated Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities. 

 
 2.2 Authentication. The Trustee shall authenticate and deliver: (1)
on the Issue Date, an aggregate principal amount of $200.0 million 10 1/4% Senior Notes Due March 15, 2014, (2)
any Additional Securities for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private Exchange Securities for issue only in a
Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written order of 








 5 
  

 the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to Section 2.13 of
the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture. 
  
 2.3 Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Securities. 
  
 (1) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through
the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the
Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Security. The Registrar shall, in
accordance with such instructions instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial
interest in the Global Security being transferred. 
  
 (2) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 
  
 (3) In the event that a Restricted Global Security is exchanged for Securities in certificated registered
form pursuant to Section 2.4 of this Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such 








 6 
  

 Securities, such Securities may be exchanged only in accordance with such procedures as are substantially
consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and
such other procedures as may from time to time be adopted by the Company. 
  
 (b) Legend. 
  
 (1) Except as permitted by the following paragraphs (2), (3) and (4), each Security certificate evidencing the Restricted Global Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in
substantially the following form: 
  
 THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

  
 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR 








 7 
  

 (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER SHALL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE. 
  
 (2) Upon any sale or transfer of a
Transfer Restricted Security (including any Transfer Restricted Security represented by a Restricted Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer
Restricted Security for a certificated Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such
sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security). 
  
 (3) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private Exchange Security shall cease to apply, the
requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders be issued in global form shall cease to apply, and a certificated Initial Security or Private Exchange Security or an Initial Security or
Private Exchange Security in global form, in each case without restrictive transfer legends, shall be available to the transferee of the Holder of such Initial Securities or Private Exchange Securities upon exchange of such transferring
Holder’s certificated Initial Security or Private Exchange Security or directions to transfer such Holder’s interest in the Global Security, as applicable. 
  
 (4) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all
requirements pertaining to such Initial Securities 








 8 
  

 that Initial Securities issued to certain Holders be issued in global form shall still apply with respect
to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form shall be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

  
 (5) Upon the consummation of a Private
Exchange with respect to the Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form shall still apply with respect to Holders of such Initial Securities
that do not exchange their Initial Securities, and Private Exchange Securities in global form with the global securities legend and the Restricted Securities Legend set forth in Exhibit 1 hereto shall be available to Holders that exchange such
Initial Securities in such Private Exchange. 
  
 (c)
Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for certificated Securities, redeemed, purchased or canceled, such Global Security shall be returned to
the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal
amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security,
by the Trustee or the Securities Custodian, to reflect such reduction. 
  
 (d) Obligations with Respect to Transfers and Exchanges of Securities. 
  
 (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated
Securities and Global Securities at the Registrar’s or co-registrar’s request. 
  
 (2) No service charge shall be made for any registration of transfer or exchange, but the Company 








 9 
  

 may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental
charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 of the Indenture). 
  
 (3) The Registrar or co-registrar shall not be required to
register the transfer of or exchange of any Security for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Securities or 15 Business Days before an interest payment date. 
  
 (4) Prior to the due presentation for registration of
transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment
of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to
the contrary. 
  
 (5) All Securities issued upon
any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
  
 (e) Obligation of the Trustee. 
  
 (1) The Trustee shall have no responsibility or obligation
to any beneficial owner of a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any
ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or
with respect to such Securities. All notices and 








 10 
  

 communications to be given to the Holders and all payments to be made to Holders under the Securities
shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the
Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial
owners. 
  
 (2) 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 Depository participants, members or beneficial owners 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. 
  
 2.4 Certificated Securities. 
  
 (a) A Restricted Global Security deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of certificated Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with
Section 2.3 and (1) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Restricted Global Security or if at any time such Depository ceases to be a “clearing agency” registered under the
Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, or (2) an Event of Default has occurred and is continuing or (3) the Company, in its sole discretion, notifies the Trustee in writing that it
elects to cause the issuance of certificated Securities under this Indenture. 








 11 
  

 (b) Any Restricted Global Security that is transferable to the beneficial owners thereof pursuant to this
Section shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of such Restricted Global Security, an equal aggregate principal amount of certificated Initial Securities of authorized denominations. Any portion of a Restricted Global
Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any
certificated Initial Security or Private Exchange Security delivered in exchange for an interest in the Restricted Global Security shall, except as otherwise provided by Section 2.3(b), bear the restricted securities legend set forth in Exhibit 1
hereto. 
  
 (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take
under this Indenture or the Securities. 
  
 (d) In the event of
the occurrence of either of the events specified in Section 2.4(a), the Company shall promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons. 







 EXHIBIT 1 
 to 
 RULE 144A/REGULATION S APPENDIX 
  
 [FORM OF FACE OF INITIAL SECURITY] 
  

[Global Securities Legend] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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. 
  
 TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 [Restricted Securities Legend] 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED OF IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. 
  
 THE HOLDER OF THIS SECURITY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, 







 (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER SHALL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 








			
	 No. [             ]
	  	$[            ]

  
 10 1/4% Senior Notes Due March 15, 2014 
  
 Gold Kist Inc., a corporation organized under the Georgia Cooperative Marketing Act, promises to pay to
[            ], or registered assigns, the principal sum of [            ]UNITED STATES DOLLARS on March 15, 2014. 
  
 Interest Payment Dates: March 15 and September 15, commencing September 15,
2004. 
  
 Record Dates: March 1 and September 1. 
  
 Additional provisions of this Security are set forth on the other side of
this Security. 
  
 Dated: 
  

			
	 GOLD KIST INC.

		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  
  

			
	 TRUSTEE’S CERTIFICATE OF
             AUTHENTICATION

	
	 U.S. BANK NATIONAL ASSOCIATION,

	       as Trustee, certifies
             that this is one of
             the Securities referred
             to in the Indenture.

		
	 By
	 	  


	 	 	 Authorized Signatory










 4 
  

 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 
  
 10 1/4% Senior Note Due March 15,2014 
  
 1. Interest

  
 Gold Kist Inc., a corporation organized under the Georgia
Cooperative Marketing Act (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per
annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest shall accrue on this Security at a rate of 0.25% per annum (increasing by an additional
0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration default occurs up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been cured. The Company shall pay interest semiannually on March 15 and September 15 of each year, commencing September 15, 2004. Interest on the Securities shall accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from March 10, 2004. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the
rate borne by this Security plus 1.0% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 2. Method of Payment 
  
 The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of
business on the March 1 or September 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including 








 5 
  

 principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified
by The Depository Trust Company. The Company shall make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided,
however, that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  
 3. Paying Agent and Registrar 
  
 Initially, U.S. Bank National Association, a national banking association
(the “Trustee”), shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act
as Paying Agent, Registrar or co-registrar. 
  
 4. Indenture 
  
 The Company issued the Securities under an Indenture dated as of March 10,
2004 (“Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all
such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 
  
 The Securities are general unsecured obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor









 6 
  

 shall be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the
ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with
affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; make capital expenditures; use excess cash; consolidate, merge or transfer all or substantially all of its
assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications. 
  
 5. Optional Redemption 
  
 Except as set forth below, the Company shall not be entitled to redeem the Securities. 
  
 On and after March 15, 2009, the Company shall be entitled at its option to redeem all or a portion of the Securities upon
not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 15 of the years set forth below: 
  

			
	 Period

	  	 Redemption
 Price


	 2009
	  	105.125%
	 2010
	  	    103.417%
	 2011
	  	    101.708%
	 2012 and thereafter
	  	    100.000%

  
 In addition, prior to
March 15, 2007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the
Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 110.250%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds









 7 
  

 from one or more Public Equity Offerings following which there is a Public Market; provided, however, that
(1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the
Company or its Affiliates); and (2) each such redemption occurs within 60 days after the date of the related Public Equity Offering. 
  
 6. Notice of Redemption 
  
 Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or
portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption. 
  
 7. Put Provisions 

 
 Upon a Change of Control, any Holder of Securities shall have the right
to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right
of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 
  
 8. Guaranty 
  
 The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several
senior basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 








 8 
  

 9. Denominations; Transfer; Exchange 
  
 The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of
$1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 
  
 10. Persons Deemed Owners 
  
 The registered Holder of this Security may be treated as the owner of it for all purposes. 
  
 11. Unclaimed Money 
  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  
 12. Discharge and Defeasance 
  
 Subject to certain conditions, the Company at any time shall be entitled to
terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as
the case may be. 
  
 13. Amendment, Waiver 
  
 Subject to certain exceptions set forth in the Indenture, (a) the Indenture
and the Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the 








 9 
  

 Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders
of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary Guarantors and the Trustee shall be entitled to amend
the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add
guarantees with respect to the Securities, including Subsidiary Guaranties, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder. 
  
 14. Defaults and Remedies 
  
 Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of principal on
the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor
to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the
Company if the amount accelerated (or so unpaid) exceeds $15.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess
of $15.0 million; and (g) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be
due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 








 10 
  

 Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

  
 15. Trustee Dealings with the Company 
  
 Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. 
  
 16.
No Recourse Against Others 
  
 A director, officer,
employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 
  
 17. Authentication 
  
 This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security. 
  
 18. Abbreviations

  
 Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act). 








 11 
  

 19. 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 Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 20. Holders’ Compliance with Registration Rights Agreement. 
  
 Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. 
  
 21. Governing Law. 
  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT 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 shall furnish to any Securityholder upon written request and without charge to the Security holder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to: 
  
 Gold Kist Inc. 
 244 Perimeter Parkway, N.E. 
 Atlanta, GA 30346 
 Attention: J. David Dyson 








 12 
  


  
 ASSIGNMENT FORM 
  
 To assign this Security, fill
in the form below: 
  
 I or we assign and transfer this Security to 

 
 (Print or type assignee’s name, address and zip code) 
  
 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint
                                        
    agent to transfer this Security 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 other side of this Security. 
  
 In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  
         (1)     ̈    to the Company; or 
  
         (2)     ̈    pursuant to an effective
registration statement under the Securities Act of 1933; or 
  
         (3)     ̈    inside the United States to a
“qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) 








 13 
  


	 	that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each
case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or 

  

	(4)	 ̈ outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or 

  

	(5)	 ̈ pursuant to the exemption from registration provided by Rule 144 under the
Securities Act of 1933. 

  
 Unless one of the boxes is checked, the
Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be
entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 
  

	
	
	  
	

	 Signature


  
 Signature Guarantee: 
  

			
	  

	 	  


	 Signature must be guaranteed
	 	 Signature


  
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or 








 14 
  

 participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 








 15 
  

 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. 
  
 The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	 Dated:
                                
	  	

	 	  	 Notice:  To be executed by
                an executive
officer










 16 
  

 [TO BE ATTACHED TO GLOBAL SECURITIES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The following increases or decreases in this Global Security have been made: 
  

									
	 Date of
 Exchange

	 	 Amount of decrease
 in principal
 amount of this
 Global Security

	 	 Amount of increase
 in principal amount
 of this Global
 Security

	  	 Principal amount of
 this Global
 Security following
 such decrease or
 increase)

	  	 Signature of
 authorized officer
 of Trustee or
 Securities
 Custodian











 17 
  

 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.06, 4.10 or 4.15 of the Indenture,
check the box: 
  
  ̈ 
  
 If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06, 4.10 or 4.15 of the Indenture, state the amount in principal amount: $! 
  

					
	 Dated:
                        
	  	Your Signature:	  	  


	 	  	 	  	 (Sign exactly as your
 name appears on the
 other side of this
 Security.)


  

					
	 Signature Guarantee:
	  	  

	  	 
	 	  	 (Signature must be guaranteed)
	  	 

  
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  







 EXHIBIT A 
  
 FORM OF FACE OF EXCHANGE SECURITY*/**/ 
 OR PRIVATE EXCHANGE SECURITY 
  

 */ If the Security is
to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

  
 **/ If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A hereto with the Assignment Form included in such Exhibit 1. 








 2 
  


			
	 No. [            ]
	  	$[            ]

  
 10 1/4% Senior Notes Due March 15, 2014 
  
 Gold Kist Inc., a corporation organized under the Georgia Cooperative Marketing Act, promises to pay to
[            ], or registered assigns, the principal sum of [            ] UNITED STATES DOLLARS on March 15, 2014. 

 
 Interest Payment Dates: March 15 and September 15, commencing September
15, 2004. 
  
 Record Dates: March 1 and September 1. 

 
 Additional provisions of this Security are set forth on the other side of
this Security. 
  
 Dated: 
  

					
	 GOLD KIST INC.

			
	 	 	 By
	 	  


	 	 	 	 	 Name:

	 	 	 	 	 Title:



  
 TRUSTEE’S CERTIFICATE OF

             AUTHENTICATION 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,

	 as Trustee, certifies
       that this is one of
       the Securities referred
       to in the Indenture.


  

					
	 	 	 By
	 	  


	 	 	 	 	 Authorized Signatory










 3 
  

 FORM OF REVERSE SIDE OF EXCHANGE SECURITY 
 OR PRIVATE EXCHANGE SECURITY 
  
 10 1/4% Senior Note Due March 15, 2014 
  
 1. Interest 
  
 Gold Kist Inc., a corporation organized under the Georgia Cooperative Marketing Act (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above[; provided, however, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest shall accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that
occurs after the date on which such Registration default occurs up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration
Defaults have been cured.]1 The Company shall pay interest semiannually on March 15 and September 15 of each year,
commencing September 15, 2004. Interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 10, 2004. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 2. Method of Payment 
  
 The Company shall pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of
Securities at the close of business on the March 1 or September 1 next preceding the interest payment date even if Securities are canceled after the 
  


	1	Insert if at the date of issuance of the Exchange Security or Private Exchange Security (as the case may be) any Registration Default has occurred with respect to
the related Initial Securities during the interest period in which such date of issuance occurs. 









 4 
  

 record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company shall make all payments in respect of a certificated Security
(including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding
the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  
 3. Paying Agent and Registrar 
  
 Initially, US Bank National Association, a national banking corporation (the “Trustee”), shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
  
 4. Indenture 
  
 The Company issued the Securities under an Indenture dated as of March 10, 2004 (“Indenture”), among the Company, the Subsidiary Guarantors and
the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act
for a statement of those terms. 








 5 
  

 The Securities are general unsecured obligations of the Company. The Company shall be entitled, subject
to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private
Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness;
pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness;
restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important
exceptions and qualifications. 
  
 5. Optional Redemption 
  
 Except as set forth below, the Company shall not be entitled to redeem the
Securities. 
  
 On and after March 15, 2009, the Company shall be
entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to
the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 15 of the years set forth below:

  

			
	 Period

	  	 Redemption
 Price


	 2009
	  	105.125%
	 2010
	  	103.417%
	 2011
	  	101.708%
	 2012 and thereafter
	  	100.000%

  
 In addition, prior to March 15, 2007,
the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) 








 6 
  

 in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 110.250%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity
Offerings following which there is a Public Market; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the
occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 60 days after the date of the related Public Equity Offering. 
  
 6. Notice of Redemption 
  
 Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption. 
  
 7. Put
Provisions 
  
 Upon a Change of Control, any Holder of
Securities shall have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 
  
 8. Guaranty 
  
 The payment by the Company of the principal of, and premium and interest on, the Securities is fully and 








 7 
  

 unconditionally guaranteed on a joint and several senior basis by each of the Subsidiary Guarantors to the extent set
forth in the Indenture. 
  
 9. Denominations; Transfer; Exchange

  
 The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in
part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 
  
 10. Persons Deemed Owners 
  
 The registered Holder of this Security may be treated as the owner of it for all purposes. 
  
 11. Unclaimed Money 
  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  
 12. Discharge and Defeasance 
  
 Subject to certain conditions, the Company at any time shall be entitled to
terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as
the case may be. 








 8 
  

 13. Amendment; Waiver 
  
 Subject to certain exceptions set forth in the Indenture, (1) the Indenture and the Securities may be amended with the written consent of the Holders of
at least a majority in principal amount outstanding of the Securities and (2) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture or the Securities to cure any ambiguity, omission,
defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities, including Subsidiary
Guaranties, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any request of the SEC in connection with qualifying the Indenture under
the Act, or to make any change that does not adversely affect the rights of any Securityholder. 
  
 14. Defaults and Remedies 
  
 Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities,
upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases
subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $15.0 million; (e) certain
events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $15.0 million; and (g) certain defaults with respect to Subsidiary Guaranties. If
an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. 








 9 
  

 Certain events of bankruptcy or insolvency are Events of Default which shall result in the Securities being due and
payable immediately upon the occurrence of such Events of Default. 
  
 Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to
certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 
  
 15. Trustee Dealings with the Company 
  
 Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  
 16. No Recourse Against Others 
  
 A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. 
  
 17. Authentication

  
 This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 








 20 
  

 18. Abbreviations 
  
 Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
  
 19. 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 Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 [20. Holders’ Compliance with Registration Rights Agreement 
  
 Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.]2 
  
 21. Governing Law 
  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT 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 shall furnish to any Securityholder upon written request and
without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  


	2	Delete if this Security is not being issued in exchange for an Initial Security. 









 11 
  

 Gold Kist Inc. 
 244 Perimeter Parkway, N.E. 
 Atlanta, GA 30346 
 Attention: J. David Dyson 








 12 
  

 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
 (Print or type assignee’s name, address and zip code) 
  
 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint              agent to transfer this Security 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 other side of this Security. 







 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.06, 4.10 or 4.15 of the Indenture,
check the box: 
  
  ̈ 
  
 If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06, 4.10 or 4.15 of the Indenture, state the amount in principal amount $ 
  

									
	 Dated:
	 	  

	  	 Your Signature:
	  	  


	 	 	 	  	 	  	 (Sign exactly as your
 name appears on the
 other side of this
 Security.)


  

			
	 Signature Guarantee:
	  	  


	 	  	 (Signature must be guaranteed)


  
 Signatures must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.