Execution
      Version

     

      
        

      

    

     

    AEROFLEX
      INCORPORATED

     

    AND
      EACH
      OF THE GUARANTORS PARTY HERETO

     

    11.75%
      SENIOR NOTES DUE 2015

     

      
        

      

    

    


    INDENTURE

     

    Dated
      as
      of August 7, 2008

     

    
      

    

     

    The
      Bank
      of New York Mellon

     

    Trustee

     

    
      

    

     

    
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CROSS-REFERENCE
      TABLE*

    

      
        	
                Trust
                  Indenture

                Act
                  Section

              	 	
                Indenture Section

              
	
                310(a)(1)

              	 	
                7.10

              
	
                      (a)(2)

              	 	
                7.10

              
	
                      (a)(3)

              	 	
                N.A.

              
	
                      (a)(4)

              	 	
                N.A.

              
	
                      (a)(5)

              	 	
                7.10

              
	
                      (b)

              	 	
                7.10

              
	
                      (c)

              	 	
                N.A.

              
	
                311(a)

              	 	
                7.11

              
	
                      (b)

              	 	
                7.11

              
	
                      (c)

              	 	
                N.A.

              
	
                312(a)

              	 	
                2.05

              
	
                      (b)

              	 	
                12.03

              
	
                      (c)

              	 	
                12.03

              
	
                313(a)

              	 	
                7.06

              
	
                      (b)(2)

              	 	
                7.06;
                  7.07

              
	
                      (c)

              	 	
                7.06;
                  12.02

              
	
                      (d)

              	 	
                7.06

              
	
                314(a)

              	 	
                4.03;12.02;
                  12.05

              
	
                      (c)(1)

              	 	
                12.04

              
	
                      (c)(2)

              	 	
                12.04

              
	
                      (c)(3)

              	 	
                N.A.

              
	
                      (e)

              	 	
                12.05

              
	
                      (f)

              	 	
                N.A.

              
	
                315(a)

              	 	
                7.01

              
	
                      (b)

              	 	
                7.05;
                  12.02

              
	
                      (c)

              	 	
                7.01

              
	
                      (d)

              	 	
                7.01

              
	
                      (e)

              	 	
                6.11

              
	
                316(a)
                  (last sentence)

              	 	
                2.09

              
	
                      (a)(1)(A)

              	 	
                6.05

              
	
                      (a)(1)(B)

              	 	
                6.04

              
	
                      (a)(2)

              	 	
                N.A.

              
	
                      (b)

              	 	
                6.07

              
	
                      (c)

              	 	
                2.12

              
	
                317(a)(1)

              	 	
                6.08

              
	
                      (a)(2)

              	 	
                6.09

              
	
                      (b)

              	 	
                2.04

              
	
                318(a)

              	 	
                12.01

              
	
                      (b)

              	 	
                N.A.

              
	
                      (c)

              	 	
                12.01

              


      

    

     

    N.A.
      means not applicable.

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    ARTICLE
      1

    DEFINITIONS
      AND INCORPORATION

    BY
      REFERENCE

     

    
      	
              Section
                1.01

            	 	
              Definitions.

            	 	
              1

            
	
              Section
                1.02

            	 	
              Other
                Definitions.

            	 	
              34

            
	
              Section
                1.03

            	 	
              Incorporation
                by Reference of Trust Indenture Act.

            	 	
              35

            
	
              Section
                1.04

            	 	
              Rules
                of Construction.

            	 	
              35

            
	 	 	 
	
              ARTICLE
                2

            	 	 
	
              THE
                NOTES

            	 	 
	 	 	 	 	 
	
              Section
                2.01

            	 	
              Form
                and Dating.

            	 	
              35

            
	
              Section
                2.02

            	 	
              Execution
                and Authentication.

            	 	
              37

            
	
              Section
                2.03

            	 	
              Registrar
                and Paying Agent.

            	 	
              37

            
	
              Section
                2.04

            	 	
              Paying
                Agent to Hold Money in Trust.

            	 	
              37

            
	
              Section
                2.05

            	 	
              Holder
                Lists.

            	 	
              38

            
	
              Section
                2.06

            	 	
              Transfer
                and Exchange.

            	 	
              38

            
	
              Section
                2.07

            	 	
              Replacement
                Notes.

            	 	
              50

            
	
              Section
                2.08

            	 	
              Outstanding
                Notes.

            	 	
              50

            
	
              Section
                2.09

            	 	
              Treasury
                Notes.

            	 	
              51

            
	
              Section
                2.10

            	 	
              Temporary
                Notes.

            	 	
              51

            
	
              Section
                2.11

            	 	
              Cancellation.

            	 	
              51

            
	
              Section
                2.12

            	 	
              Defaulted
                Interest.

            	 	
              51

            
	
              Section
                2.13

            	 	
              CUSIP
                Numbers.

            	 	
              52

            
	 	 	 
	
              ARTICLE
                3

            	 	 
	
              REDEMPTION
                AND PREPAYMENT

            	 	 
	 	 	 	 	 
	
              Section
                3.01

            	 	
              Notices
                to Trustee.

            	 	
              52

            
	
              Section
                3.02

            	 	
              Selection
                of Notes to Be Redeemed or Purchased.

            	 	
              52

            
	
              Section
                3.03

            	 	
              Notice
                of Purchase or Redemption.

            	 	
              53

            
	
              Section
                3.04

            	 	
              Effect
                of Notice of Purchase or Redemption.

            	 	
              54

            
	
              Section
                3.05

            	 	
              Deposit
                of Redemption or Purchase Price.

            	 	
              54

            
	
              Section
                3.06

            	 	
              Notes
                Redeemed or Purchased in Part.

            	 	
              54

            
	
              Section
                3.07

            	 	
              Optional
                Redemption.

            	 	
              54

            
	
              Section
                3.08

            	 	
              Mandatory
                Redemption.

            	 	
              55

            
	
              Section
                3.09

            	 	
              Offer
                to Purchase by Application of Excess Proceeds.

            	 	
              55

            
	 	 	
               

            
	
              ARTICLE
                4

            	 	 
	
              COVENANTS

            	 	 
	 	 	 	 	 
	
              Section
                4.01

            	 	
              Payment
                of Notes.

            	 	
              57

            
	
              Section
                4.02

            	 	
              Maintenance
                of Office or Agency.

            	 	
              58

            
	
              Section
                4.03

            	 	
              Reports.

            	 	
              58

            
	
              Section
                4.04

            	 	
              Compliance
                Certificate.

            	 	
              60

            
	
              Section
                4.05

            	 	
              Taxes.

            	 	
              60

            
	
              Section
                4.06

            	 	
              Stay,
                Extension and Usury Laws.

            	 	
              60

            
	
              Section
                4.07

            	 	
              Restricted
                Payments.

            	 	
              60

            
	
              Section
                4.08

            	 	
              Dividend
                and Other Payment Restrictions Affecting Subsidiaries.

            	 	
              65

            
	
              Section
                4.09

            	 	
              Incurrence
                of Indebtedness and Issuance of Preferred Stock.

            	 	
              67

            
	
              Section
                4.10

            	 	
              Asset
                Sales.

            	 	
               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Section
                4.11

            	 	
              Transactions
                with Affiliates.

            	 	
              74

            
	
              Section
                4.12

            	 	
              Liens.

            	 	
              
                76

              

            
	
              Section
                4.13

            	 	
              Business
                Activities.

            	 	
              
                77

              

            
	
              Section
                4.14

            	 	
              Corporate
                Existence.

            	 	
              
                77

              

            
	
              Section
                4.15

            	 	
              Offer
                to Repurchase Upon Change of Control.

            	 	
              
                77

              

            
	
              Section
                4.16

            	 	
              Reserved.

            	 	
              
                79

              

            
	
              Section
                4.17

            	 	
              Payments
                for Consent.

            	 	
              
                79

              

            
	
              Section
                4.18

            	 	
              Additional
                Note Guarantees.

            	 	
              
                79

              

            
	
              Section
                4.19

            	 	
              Designation
                of Restricted and Unrestricted Subsidiaries.

            	 	
              
                79

              

            
	 	 	 
	
              ARTICLE
                5

            	 	 
	
              SUCCESSORS

            	 	 
	 	 	 	 	 
	
              Section
                5.01

            	 	
              Merger,
                Consolidation, or Sale of Assets.

            	 	
              
                80

              

            
	
              Section
                5.02

            	 	
              Successor
                Corporation Substituted.

            	 	
              
                81

              

            
	 	 	 
	
              ARTICLE
                6

            	 	 
	
              DEFAULTS
                AND REMEDIES

            	 	 
	 	 	 	 	 
	
              Section
                6.01

            	 	
              Events
                of Default.

            	 	
              
                82

              

            
	
              Section
                6.02

            	 	
              Acceleration.

            	 	
              
                83

              

            
	
              Section
                6.03

            	 	
              Other
                Remedies.

            	 	
              
                84

              

            
	
              Section
                6.04

            	 	
              Waiver
                of Past Defaults.

            	 	
              
                84

              

            
	
              Section
                6.05

            	 	
              Control
                by Majority.

            	 	
              
                84

              

            
	
              Section
                6.06

            	 	
              Limitation
                on Suits.

            	 	
              
                84

              

            
	
              Section
                6.07

            	 	
              Rights
                of Holders of Notes to Receive Payment.

            	 	
              
                85

              

            
	
              Section
                6.08

            	 	
              Collection
                Suit by Trustee.

            	 	
              
                85

              

            
	
              Section
                6.09

            	 	
              Trustee
                May File Proofs of Claim.

            	 	
              
                85

              

            
	
              Section
                6.10

            	 	
              Priorities.

            	 	
              
                86

              

            
	
              Section
                6.11

            	 	
              Undertaking
                for Costs.

            	 	
              
                86

              

            
	 	 	
               

            
	
              ARTICLE
                7

            	 	 
	
              TRUSTEE

            	 	 
	 	 	 	 	 
	
              Section
                7.01

            	 	
              Duties
                of Trustee.

            	 	
              
                86

              

            
	
              Section
                7.02

            	 	
              Rights
                of Trustee.

            	 	
              
                87

              

            
	
              Section
                7.03

            	 	
              Individual
                Rights of Trustee.

            	 	
              
                88

              

            
	
              Section
                7.04

            	 	
              Trustee’s
                Disclaimer.

            	 	
              
                88

              

            
	
              Section
                7.05

            	 	
              Notice
                of Defaults.

            	 	
              
                88

              

            
	
              Section
                7.06

            	 	
              Reports
                by Trustee to Holders of Notes.

            	 	
              
                89

              

            
	
              Section
                7.07

            	 	
              Compensation
                and Indemnity.

            	 	
              
                89

              

            
	
              Section
                7.08

            	 	
              Replacement
                of Trustee.

            	 	
              
                90

              

            
	
              Section
                7.09

            	 	
              Successor
                Trustee by Merger, etc.

            	 	
              
                90

              

            
	
              Section
                7.10

            	 	
              Eligibility;
                Disqualification.

            	 	
              
                91

              

            
	
              Section
                7.11

            	 	
              Preferential
                Collection of Claims Against Company.

            	 	
              
                91

              

            
	 	 	
               

            
	
              ARTICLE
                8

            	 	 
	
              LEGAL
                DEFEASANCE AND COVENANT DEFEASANCE

            	 	 
	 	 	 	 	 
	
              Section
                8.01

            	 	
              Option
                to Effect Legal Defeasance or Covenant Defeasance.

            	 	
              
                91

              

            
	
              Section
                8.02

            	 	
              Legal
                Defeasance and Discharge.

            	 	
              
                91

              

            
	
              Section
                8.03

            	 	
              Covenant
                Defeasance.

            	 	
              
                92

              

            
	
              Section
                8.04

            	 	
              Conditions
                to Legal or Covenant Defeasance.

            	 	
              
                92

              

            
	
              Section
                8.05 

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

            	 	
              
                93

              

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	
              Section
                8.06

            	 	
              Repayment
                to Company.

            	 	
              
                94

              

            
	
              Section
                8.07

            	 	
              Reinstatement.

            	 	
              
                94

              

            
	 	 	 
	
              ARTICLE
                9

            	
               

            	 
	
              AMENDMENT,
                SUPPLEMENT AND WAIVER

            	 	 
	 	 	 	 	 
	
              Section
                9.01

            	 	
              Without
                Consent of Holders of Notes.

            	 	
              
                94

              

            
	
              Section
                9.02

            	 	
              With
                Consent of Holders of Notes.

            	 	
              
                95

              

            
	
              Section
                9.03

            	 	
              Compliance
                with Trust Indenture Act.

            	 	
              
                97

              

            
	
              Section
                9.04

            	 	
              Revocation
                and Effect of Consents.

            	 	
              
                97

              

            
	
              Section
                9.05

            	 	
              Notation
                on or Exchange of Notes.

            	 	
              
                97

              

            
	
              Section
                9.06

            	 	
              Trustee
                to Sign Amendments, etc.

            	 	
              
                97

              

            
	 	 	 
	
              ARTICLE
                10

            	 	 
	
              NOTE
                GUARANTEES

            	 	 
	 	 	 	 	 
	
              Section
                10.01

            	 	
              Guarantee.

            	 	
              
                97

              

            
	
              Section
                10.02

            	 	
              Limitation
                on Guarantor Liability.

            	 	
              
                99

              

            
	
              Section
                10.03

            	 	
              Execution
                and Delivery of Note Guarantee.

            	 	
              
                99

              

            
	
              Section
                10.04

            	 	
              Guarantors
                May Consolidate, etc., on Certain Terms.

            	 	
              
                99

              

            
	
              Section
                10.05

            	 	
              Releases.

            	 	
              
                100

              

            
	 	 	 	 	 
	
              ARTICLE
                11

            	 	 
	
              SATISFACTION
                AND DISCHARGE

            	 	 
	 	 	 	 	 
	
              Section
                11.01

            	 	
              Satisfaction
                and Discharge.

            	 	
              
                101

              

            
	
              Section
                11.02

            	 	
              Application
                of Trust Money.

            	 	
              
                102

              

            
	 	 	 	 	 
	
              ARTICLE
                12

            	 	 
	
              MISCELLANEOUS

            	 	 
	 	 	 	 	 
	
              Section
                12.01

            	 	
              Trust
                Indenture Act Controls.

            	 	
              
                102

              

            
	
              Section
                12.02

            	 	
              Notices.

            	 	
              
                102

              

            
	
              Section
                12.03

            	 	
              Communication
                by Holders of Notes with Other Holders of Notes.

            	 	
              
                103

              

            
	
              Section
                12.04

            	 	
              Certificate
                and Opinion as to Conditions Precedent.

            	 	
              
                103

              

            
	
              Section
                12.05

            	 	
              Statements
                Required in Certificate or Opinion.

            	 	
              
                104

              

            
	
              Section
                12.06

            	 	
              Rules
                by Trustee and Agents.

            	 	
              
                104

              

            
	
              Section
                12.07

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

            	 	
              
                104

              

            
	
              Section
                12.08

            	 	
              Governing
                Law.

            	 	
              
                104

              

            
	
              Section
                12.09

            	 	
              No
                Adverse Interpretation of Other Agreements.

            	 	
              
                105

              

            
	
              Section
                12.10

            	 	
              Successors.

            	 	
              
                105

              

            
	
              Section
                12.11

            	 	
              Severability.

            	 	
              
                105

              

            
	
              Section
                12.12

            	 	
              Counterpart
                Originals.

            	 	
              
                105

              

            
	
              Section
                12.13

            	 	
              Table
                of Contents, Headings, etc.

            	 	
              
                105

              

            
	
              Section
                12.14

            	 	
              Force
                Majeure.

            	 	
              
                105

              

            


    

    


    EXHIBITS

     

    
      	
              Exhibit
                A1

            	 	
              FORM
                OF NOTE

            
	
              Exhibit
                A2

            	 	
              FORM
                OF REGULATION S TEMPORARY GLOBAL NOTE

            
	
              Exhibit
                B

            	 	
              FORM
                OF CERTIFICATE OF TRANSFER

            
	
              Exhibit
                C

            	 	
              FORM
                OF CERTIFICATE OF EXCHANGE

            
	
              Exhibit
                D

            	 	
              FORM
                OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                INVESTOR

            
	
              Exhibit
                E

            	 	
              FORM
                OF NOTATION OF GUARANTEE

            
	
              Exhibit
                F

            	 	
              FORM
                OF SUPPLEMENTAL INDENTURE

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


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

     

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

     

    ARTICLE
      1

    DEFINITIONS
      AND INCORPORATION

    BY
      REFERENCE

     

    Section
      1.01 Definitions.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (2) the
      excess of:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    “Asset
      Sale”
      means:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Board
      of Directors”
      means:

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Capital
      Lease Obligation”
means,
      at the time any determination is to be made, the amount of the liability in
      respect of a capital lease that would at that time be required to be capitalized
      on a balance sheet prepared in accordance with GAAP, and the Stated Maturity
      thereof shall be the date of the last payment of rent or any other amount due
      under such lease prior to the first date upon which such lease may be prepaid
      by
      the lessee without payment of a penalty.

     

    “Capital
      Stock”
      means:

     

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

     

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

     

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

     

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

     

    “Cash
      Equivalents”
      means:

     

    (1) United
      States dollars;


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    (1) contributions
      to its common equity capital, and

     

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

     

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

    


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

    


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

     

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


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

    


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

     

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

     

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

     

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

     

    “Guarantors”
      means:

     

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

     

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


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (1) in
      respect of borrowed money;

     

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

     

    (3) in
      respect of banker’s acceptances;

     

    (4) representing
      Capital Lease Obligations;

     

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

     

    (6) representing
      any interest rate Hedging Obligations,


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    “Initial
      Purchasers”
means
      Goldman, Sachs & Co.

     

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

     

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

    


    “Investment
      Grade Securities”
      means:

    


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

     

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

     

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


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Non-Recourse
      Debt”
means
      Indebtedness:

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Permitted
      Investments”
      means:

     

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

     

    (2) any
      Investment in Cash Equivalents;

     

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


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

    


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

     

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

     

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

     

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

     

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

     

    (7) Investments
      represented by Hedging Obligations;

     

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

     

    (9) repurchases
      of the Notes;

     

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

     

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


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (21) Investments
      in deposit accounts.

     

    “Permitted
      Liens”
      means:

     

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

     

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

     

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


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (22) Liens
      securing First Priority Cash Management Obligations;

     

    (23) Liens
      on
      Equity Interests in Unrestricted Subsidiaries;

     

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

     

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


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (6) obligations
      under the Management Agreement.

     

    “Permitted
      Refinancing Indebtedness”
means:
      

     

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


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (1) Cash
      Equivalents; and

     

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

     

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

     

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

     

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

    


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

     

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

     

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


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

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

     

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

    


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

    


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

    


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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

     

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

     

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

     

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

     

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

     

    “Related
      Party”
      means:

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Rule

      903”
means
      Rule 903 promulgated under the Securities Act.

     

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

     

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

     

    “SEC”
means
      the Securities and Exchange Commission.

     

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

     

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

     

    “Senior
      Debt”
      means:

    


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

     

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

     

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

     

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

    


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

     

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

     

    (3) any
      trade
      payables;

     

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


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


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

     

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

    


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

    


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

     

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

     

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

     

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

    


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

     

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

     

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


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      1.02 Other
      Definitions.

     

    
      	 	 	
              Defined

              in
                

            
	
              Term

            	 	
              Section

            
	
              “Affiliate
                Transaction”

            	 	
              4.11

            
	
              “Alternate
                Offer”

            	 	
              4.15

            
	
              “Asset
                Sale Offer”

            	 	
              3.09

            
	
              “Authentication
                Order”

            	 	
              2.02

            
	
              “Change
                of Control Offer”

            	 	
              4.15

            
	
              “Change
                of Control Payment”

            	 	
              4.15

            
	
              “Change
                of Control Payment Date”

            	 	
              4.15

            
	
              “Covenant
                Defeasance”

            	 	
              8.03

            
	
              “DTC”

            	 	
              2.03

            
	
              “Event
                of Default”

            	 	
              6.01

            
	
              “Excess
                Proceeds”

            	 	
              4.10

            
	
              “incur”

            	 	
              4.09

            
	
              “Legal
                Defeasance”

            	 	
              8.02

            
	
              “Offer
                Amount”

            	 	
              3.09

            
	
              “Offer
                Period”

            	 	
              3.09

            
	
              “Paying
                Agent”

            	 	
              2.03

            
	
              “Payment
                Default”

            	 	
              6.01

            
	
              “Permitted
                Debt”

            	 	
              4.09

            
	
              “Primary
                Lien”

            	 	
              4.12

            
	
              “Purchase
                Date”

            	 	
              3.09

            
	
              “Redemption
                Date”

            	 	
              3.07

            
	
              “Registrar”

            	 	
              2.03

            
	
              “Restricted
                Payments”

            	 	
              4.07

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    Section
      1.03 Incorporation
      by Reference of Trust Indenture Act.

     

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

     

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

     

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

     

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

     

    “indenture
      to be qualified”
means
      this Indenture;

     

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

     

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

     

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

     

    Section
      1.04 Rules
      of Construction.

     

    Unless
      the context otherwise requires:

     

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

     

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

     

    (3) “or”
is
      not exclusive;

     

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

     

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

     

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

     

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

     

    ARTICLE
      2

    THE
      NOTES

    Section
      2.01 Form
      and Dating.

     

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


    
      
        
        

      

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

     

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

     

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

     

    (1) an
      Officers’ Certificate from the Company.

     

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

     

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


    
      
        
        

      

      
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    Section
      2.02 Execution
      and Authentication.

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.03 Registrar
      and Paying Agent.

     

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

     

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

     

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

     

    Section
      2.04 Paying
      Agent to Hold Money in Trust.

     

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


    
      
        
        

      

      
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    Section
      2.05 Holder
      Lists.

     

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

     

    Section
      2.06 Transfer
      and Exchange.

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (A) both:
      

     

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

     

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


     

    (B) both:

     

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

     

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

     

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


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (D) the
      Registrar receives the following:

     

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


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

    (D) the
      Registrar receives the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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    (D) the
      Registrar receives the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (D) the
      Registrar receives the following:

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (1) Private
      Placement Legend.

     

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


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

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


     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

    (i) General
      Provisions Relating to Transfers and Exchanges.

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.07 Replacement
      Notes.

     

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

     

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

     

    Section
      2.08 Outstanding
      Notes.

     

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


    
      
        
        

      

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

     

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

     

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

     

    Section
      2.09 Treasury
      Notes.

     

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

     

    Section
      2.10 Temporary
      Notes.

     

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

     

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

     

    Section
      2.11 Cancellation.

     

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

     

    Section
      2.12 Defaulted
      Interest.

     

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


    
      
        
        

      

      
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    Section
      2.13 CUSIP
      Numbers.

     

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

     

    ARTICLE
      3

    REDEMPTION
      AND PREPAYMENT


     

    Section
      3.01 Notices
      to Trustee.

     

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

     

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

     

    (2) the
      redemption or purchase date;

     

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

     

    (4) the
      redemption or purchase price; and

     

    (5) the
      CUSIP
      numbers of such Notes.

     

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

     

    Section
      3.02 Selection
      of Notes to Be Redeemed or Purchased.

     

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

     

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


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      3.03 Notice
      of Purchase or Redemption.

     

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

     

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

     

    (1) the
      purchase or redemption date;

     

    (2) the
      purchase or redemption price;

     

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

     

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

     

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

     

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

     

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

     

    (8) the
      CUSIP
      numbers of such Notes; and


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      3.04 Effect
      of Notice of Purchase or Redemption.

     

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

     

    Section
      3.05 Deposit
      of Redemption or Purchase Price.

     

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

     

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

     

    Section
      3.06 Notes
      Redeemed or Purchased in Part.

     

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

     

    Section
      3.07 Optional
      Redemption.

     

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


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2011

            	 	 	
              105.8750

            	
              %

            
	
              2012

            	 	 	
              102.9375

            	
              %

            
	
              2013
                and thereafter

            	 	 	
              100.0000

            	
              %

            


    

    


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

     

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

     

    Section
      3.08 Mandatory
      Redemption.

     

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

     

    Section
      3.09 Offer
      to Purchase by Application of Excess Proceeds.

     

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


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    ARTICLE
      4

    COVENANTS

    Section
      4.01 Payment
      of Notes.

     

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

     

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


    
      
        
        

      

      
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    Section
      4.02 Maintenance
      of Office or Agency. 

     

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

     

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

     

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


     

    Section
      4.03 Reports.
      

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (d) For
      so
      long as any Notes remain outstanding, if at any time the Company is not required
      to file with the SEC the reports required by paragraphs (a) and (b) of this
      Section 4.03, the Company will furnish to the Holders of Notes and to securities
      analysts and prospective investors, upon their request, the information required
      to be delivered pursuant to Rule 144A(d)(4) under the Securities
      Act.

     

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


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    Section
      4.04 Compliance
      Certificate. 

     

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

     

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

     

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


     

    Section
      4.05 Taxes.
      

     

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

     

    Section
      4.06 Stay,
      Extension and Usury Laws. 

     

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


     

    Section
      4.07 Restricted
      Payments. 

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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



    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Section
      4.08 Dividend
      and Other Payment Restrictions Affecting Subsidiaries. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.09 Incurrence
      of Indebtedness and Issuance of Preferred Stock. 

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (A) if
      the
      Company or any Guarantor is the obligor on such Indebtedness and the payee
      is
      not the Company or a Guarantor, such Indebtedness must be expressly subordinated
      to the prior payment in full in cash of all Obligations then due with respect
      to
      the Notes, in the case of the Company, or the Note Guarantee, in the case of
      a
      Guarantor; and


    
      
        
        

      

      
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    (B) (1)
      any
      subsequent issuance or transfer of Equity Interests that results in any such
      Indebtedness being held by a Person other than the Company or a Restricted
      Subsidiary and (2) any sale or other transfer of any such Indebtedness (other
      than solely as a result of the creation of a Permitted Lien upon such
      intercompany Indebtedness) to a Person that is not either the Company or a
      Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence
      of such Indebtedness by the Company or such Restricted Subsidiary, as the case
      may be, that was not permitted by this clause (6);

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

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

    


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

    


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

    


    (15) the
      incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
      constituting reimbursement obligations with respect to letters of credit issued
      in the ordinary course of business, including, without limitation, letters
      of
      credit in respect of workers’ compensation claims or self-insurance, or other
      Indebtedness with respect to reimbursement type obligations regarding workers’
compensation claims or self-insurance; provided,
      however,
      that,
      upon the drawing of such instruments or the incurrence of such Indebtedness,
      such obligations are reimbursed within 30 days following such drawing or
      incurrence;

    


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


    


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

    


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

     

    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    Section
      4.10 Asset
      Sales.

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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


    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


    Section
      4.11 Transactions
      with Affiliates. 

    


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

    


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

    


    (2) the
      Company delivers to the Trustee:

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (8) Permitted
      Payments to Parent;

    


    
      
        
        

      

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

    


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

    


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


    


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

    


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

    


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

    


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

    


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

    


    Section
      4.12 Liens.
      

    


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

    


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

    


    
      
        
        

      

      
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    Section
      4.13 Business
      Activities. 

    


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

    


    Section
      4.14 Corporate
      Existence. 

    


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

    


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

    


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

    


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

    


    Section
      4.15 Offer
      to Repurchase Upon Change of Control. 

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


    Section
      4.16 Reserved.
      

    


    Section
      4.17 Payments
      for Consent. 

    


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

    


    Section
      4.18 Additional
      Note Guarantees. 

    


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

    


    Section
      4.19 Designation
      of Restricted and Unrestricted Subsidiaries.

    


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

     

    
      
        
        

      

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

    


    ARTICLE
      5

    SUCCESSORS

    


    Section
      5.01 Merger,
      Consolidation, or Sale of Assets.

    


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

    


    (1) either:

    


    (A) the
      Company is the surviving corporation; or 

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


    This
      Section 5.01 will not apply to:

    


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

    


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

    


    Section
      5.02 Successor
      Corporation Substituted.

    


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

    


    
      
        
        

      

      
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    ARTICLE
      6

    DEFAULTS
      AND REMEDIES

    


    Section
      6.01 Events
      of Default.

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


    (A) commences
      a voluntary case,

    


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

    


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

    


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

    


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

    


    (9) a
      court
      of competent jurisdiction enters an order or decree under any Bankruptcy Law
      that:

    


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

    


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

    


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

    


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

    


    Section
      6.02 Acceleration.

    


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

    


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

    


    
      
        
        

      

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

    


    Section
      6.03 Other
      Remedies.

    


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

    


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

    


    Section
      6.04 Waiver
      of Past Defaults.

    


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

    


    Section
      6.05 Control
      by Majority.

    


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

    


    Section
      6.06 Limitation
      on Suits.

    


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

    


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

    


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

     

    
      
        
        

      

      
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    (3) such
      Holder or Holders offer and, if requested, provide to the Trustee security
      or
      indemnity reasonably satisfactory to the Trustee against any loss, liability
      or
      expense;

    


    (4) the
      Trustee does not comply with the request within 60 days after receipt of the
      request and the offer of security or indemnity; and

    


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

    


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

    


    Section
      6.07 Rights
      of Holders of Notes to Receive Payment.

    


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

    


    Section
      6.08 Collection
      Suit by Trustee.

    


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

    


    Section
      6.09 Trustee
      May File Proofs of Claim.

    


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

    


    
      
        
        

      

      
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    Section
      6.10 Priorities.

    


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

    


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

    


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

    


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

    


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

    


    Section
      6.11 Undertaking
      for Costs.

    


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

    


    ARTICLE
      7

    TRUSTEE

    


    Section
      7.01 Duties
      of Trustee.

    


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

    


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

    


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

     

    (2) in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture, but the Trustee need not verify the contents
      thereof. However, the Trustee will examine the certificates and opinions to
      determine whether or not they conform to the requirements of this Indenture,
      but
      need not confirm or investigate the accuracy of nonmaterial calculations or
      other facts stated therein.

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Section
      7.02 Rights
      of Trustee.

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


    Section
      7.03 Individual
      Rights of Trustee.

    


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

    


    Section
      7.04 Trustee’s
      Disclaimer.

    


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

    


    Section
      7.05 Notice
      of Defaults.

    


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

    


    
      
        
        

      

      
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    Section
      7.06 Reports
      by Trustee to Holders of Notes.

    


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

    


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

    


    Section
      7.07 Compensation
      and Indemnity.

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


    Section
      7.08 Replacement
      of Trustee.

    


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

    


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

    


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

    


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

    


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

    


    (4) the
      Trustee becomes incapable of acting.

    


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

    


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

    


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

    


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

    


    Section
      7.09 Successor
      Trustee by Merger, etc.

    


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

     

    
      
        
        

      

      
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    Section
      7.10 Eligibility;
      Disqualification.

    


    There
      will at all times be a Trustee hereunder that is a corporation organized and
      doing business under the laws of the United States of America or of any state
      thereof that is authorized under such laws to exercise corporate trustee power,
      that is subject to supervision or examination by federal or state authorities
      and that has a combined capital and surplus of at least $100.0 million as set
      forth in its most recent published annual report of condition.

    


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

    


    Section
      7.11 Preferential
      Collection of Claims Against Company.

    


    The
      Trustee is subject to TIA § 311(a), excluding any creditor relationship
      listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
      subject to TIA § 311(a) to the extent indicated therein.

    


    ARTICLE
      8

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

    


    Section
      8.01 Option
      to Effect Legal Defeasance or Covenant Defeasance.

    


    The
      Company may at any time, at the option of its Board of Directors evidenced
      by a
      resolution set forth in an Officers’ Certificate, elect to have either Section
      8.02 or 8.03 hereof be applied to all outstanding Notes and all obligations
      of
      the Guarantors upon compliance with the conditions set forth below in this
      Article 8.

    


    Section
      8.02 Legal
      Defeasance and Discharge.

    


    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Company and each of the Guarantors will, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
      to
      have been discharged from their obligations with respect to all outstanding
      Notes (including the Note Guarantees) on the date the conditions set forth
      below
      are satisfied (hereinafter, “Legal
      Defeasance”).
      For
      this purpose, Legal Defeasance means that the Company and the Guarantors will
      be
      deemed to have paid and discharged the entire Indebtedness represented by the
      outstanding Notes (including the Note Guarantees), which will thereafter be
      deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the
      other Sections of this Indenture referred to in clauses (1) and (2) below,
      and
      to have satisfied all their other obligations under such Notes, the Note
      Guarantees and this Indenture (and the Trustee, on demand of and at the expense
      of the Company, shall execute proper instruments acknowledging the same), except
      for the following provisions which will survive until otherwise terminated
      or
      discharged hereunder:

    


    (1) the
      rights of Holders of outstanding Notes to receive payments in respect of the
      principal of, or interest or premium and Special Interest, if any, on, such
      Notes when such payments are due from the trust referred to in Section 8.04
      hereof;

    


    (2) the
      Company’s obligations with respect to such Notes under Article 2 concerning
      issuing temporary notes, registration of notes, mutilated, destroyed, lost
      or
      stolen notes, Section 4.02 and Section 8.05 hereof;

    


    
      
        
        

      

      
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    (3) the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the
      Company’s and the Guarantors’ obligations in connection therewith;
      and

    


    (4) this
      Article 8.

    


    Subject
      to compliance with this Article 8, the Company may exercise its option under
      this Section 8.02 notwithstanding the prior exercise of its option under Section
      8.03 hereof.

    


    Section
      8.03 Covenant
      Defeasance.

    


    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Company and each of the Guarantors will, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, be released
      from each of their obligations under the covenants contained in Sections 4.03,
      4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
      4.19 hereof
      and clause (4) of Section 5.01 hereof with respect to the outstanding Notes
      on
      and after the date the conditions set forth in Section 8.04 hereof are satisfied
      (hereinafter, “Covenant
      Defeasance”),
      and
      the Notes will thereafter be deemed not “outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but will
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Notes will not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to
      the
      outstanding Notes and Note Guarantees, the Company and the Guarantors may omit
      to comply with and will have no liability in respect of any term, condition
      or
      limitation set forth in any such covenant, whether directly or indirectly,
      by
      reason of any reference elsewhere herein to any such covenant or by reason
      of
      any reference in any such covenant to any other provision herein or in any
      other
      document and such omission to comply will not constitute a Default or an Event
      of Default under Section 6.01 hereof, but, except as specified above, the
      remainder of this Indenture and such Notes and Note Guarantees will be
      unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
      hereof of the option applicable to this Section 8.03, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, Sections
      6.01(3) through 6.01(6) hereof will not constitute Events of
      Default.

    


    Section
      8.04 Conditions
      to Legal or Covenant Defeasance.

    


    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance under either Section
      8.02 or 8.03 hereof:

    


    (1) the
      Company must irrevocably deposit with the Trustee, in trust, for the benefit
      of
      the Holders of the Notes, cash in U.S. dollars, non-callable Government
      Securities, or a combination thereof, in such amounts as will be sufficient,
      in
      the opinion of a nationally recognized investment bank, appraisal firm, or
      firm
      of independent public accountants, to pay the principal of, premium and Special
      Interest, if any, and interest on, the outstanding Notes on the stated date
      for
      payment thereof or on the applicable redemption date, as the case may be, and
      the Company must specify whether the Notes are being defeased to such stated
      date for payment or to a particular redemption date;

    


    (2) in
      the
      case of an election under Section 8.02 hereof, the Company must deliver to
      the
      Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
      that:

    


    (A) the
      Company has received from, or there has been published by, the Internal Revenue
      Service a ruling; or

    


    
      
        
        

      

      
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    (B) since
      the
      date of this Indenture, there has been a change in the applicable federal income
      tax law,

    


    in
      either
      case to the effect that, and based thereon such Opinion of Counsel shall confirm
      that, the Holders of the outstanding Notes will not recognize income, gain
      or
      loss for federal income tax purposes as a result of such Legal Defeasance and
      will be subject to federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such Legal Defeasance
      had
      not occurred;

    


    (3) in
      the
      case of an election under Section 8.03 hereof, the Company must deliver to
      the
      Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
      that the Holders of the outstanding Notes will not recognize income, gain or
      loss for federal income tax purposes as a result of such Covenant Defeasance
      and
      will be subject to federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such Covenant Defeasance
      had not occurred;

    


    (4) no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such deposit (other than a Default or Event of Default resulting from the
      borrowing of funds to be applied to such deposit);

    


    (5) such
      Legal Defeasance or Covenant Defeasance will not result in a breach or violation
      of, or constitute a default under, any material agreement or instrument (other
      than this Indenture) to which the Company or any of its Subsidiaries is a party
      or by which the Company or any of its Subsidiaries is bound;

    


    (6) the
      Company must deliver to the Trustee an Officers’ Certificate stating that the
      deposit was not made by the Company with the intent of preferring the Holders
      of
      Notes over the other creditors of the Company with the intent of defeating,
      hindering, delaying or defrauding any creditors of the Company or others;
      and

    


    (7) the
      Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that all conditions precedent relating to the Legal
      Defeasance or the Covenant Defeasance have been complied with.

    


    Section
      8.05 Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions.

    


    Subject
      to Section 8.06 hereof, all money and non-callable Government Securities
      (including the proceeds thereof) deposited with the Trustee (or other qualifying
      trustee, collectively for purposes of this Section 8.05, the “Trustee”)
      pursuant to Section 8.04 hereof in respect of the outstanding Notes will be
      held
      in trust and applied by the Trustee, in accordance with the provisions of such
      Notes and this Indenture, to the payment, either directly or through any Paying
      Agent (including the Company acting as Paying Agent) as the Trustee may
      determine, to the Holders of such Notes of all sums due and to become due
      thereon in respect of principal, premium and Special Interest, if any, and
      interest, but such money need not be segregated from other funds except to
      the
      extent required by law.

    


    The
      Company will pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the cash or non-callable Government Securities
      deposited pursuant to Section 8.04 hereof or the principal and interest received
      in respect thereof other than any such tax, fee or other charge which by law
      is
      for the account of the Holders of the outstanding Notes.

    


    
      
        
        

      

      
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    Notwithstanding
      anything in this Article 8 to the contrary, the Trustee will deliver or pay
      to
      the Company from time to time upon the request of the Company any money or
      non-callable Government Securities held by it as provided in Section 8.04 hereof
      which, in the opinion of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
      are
      in excess of the amount thereof that would then be required to be deposited
      to
      effect an equivalent Legal Defeasance or Covenant Defeasance.

    


    Section
      8.06 Repayment
      to Company.

    


    The
      Trustee shall promptly, and in any event, no later than three Business Days,
      pay
      to the Company after request therefor, any excess money or non callable
      Government Securities held with respect to the Notes at such time in excess
      of
      amounts required to pay any of the Company’s Obligations then owing with respect
      to the Notes.

    


    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of, premium or Special Interest, if
      any,
      or interest on, any Note and remaining unclaimed for two years after such
      principal, premium or Special Interest, if any, or interest has become due
      and
      payable shall be paid to the Company on its request or (if then held by the
      Company) will be discharged from such trust; and the Holder of such Note will
      thereafter be permitted to look only to the Company for payment thereof, and
      all
      liability of the Trustee or such Paying Agent with respect to such trust money,
      and all liability of the Company as trustee thereof, will thereupon cease;
      provided,
      however,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      the
      New York Times and The Wall Street Journal (national edition), notice that
      such
      money remains unclaimed and that, after a date specified therein, which will
      not
      be less than 30 days from the date of such notification or publication, any
      unclaimed balance of such money then remaining will be repaid to the
      Company.

    


    Section
      8.07 Reinstatement.

    


    If
      the
      Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable
      Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
      case may be, by reason of any order or judgment of any court or governmental
      authority enjoining, restraining or otherwise prohibiting such application,
      then
      the Company’s and the Guarantors’ obligations under this Indenture and the Notes
      and the Note Guarantees will be revived and reinstated as though no deposit
      had
      occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
      or Paying Agent is permitted to apply all such money in accordance with Section
      8.02 or 8.03 hereof, as the case may be; provided,
      however,
      that,
      if the Company makes any payment of principal of, premium or Special Interest,
      if any, or interest on, any Note following the reinstatement of its obligations,
      the Company will be subrogated to the rights of the Holders of such Notes to
      receive such payment from the money held by the Trustee or Paying
      Agent.

    


    ARTICLE
      9

    AMENDMENT,
      SUPPLEMENT AND WAIVER

    


    Section
      9.01 Without
      Consent of Holders of Notes.

    


    Notwithstanding
      Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee
      may
      amend or supplement this Indenture or the Notes or the Note Guarantees without
      the consent of any Holder of Note:

    


    (1) to
      cure
      any ambiguity, defect or inconsistency;

    


    
      
        
        

      

      
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    (2) to
      provide for uncertificated Notes in addition to or in place of certificated
      Notes;

    


    (3) to
      provide for the assumption of the Company’s or a Guarantor’s obligations to the
      Holders of Notes and Note Guarantees by a successor to the Company or such
      Guarantor pursuant to Article 5 or Article 10 hereof;

    


    (4) to
      make
      any change that would provide any additional rights or benefits to the Holders
      of Notes or that does not adversely affect the legal rights hereunder of any
      such Holder;

    


    (5) to
      comply
      with requirements of the SEC in order to effect or maintain the qualification
      of
      this Indenture under the TIA;

    


    (6) to
      conform the text of this Indenture, the Note Guarantees or the Notes to any
      provision of the “Description of Notes” section of the Offering Circular to the
      extent that an officer of the Company certifies in good faith that such
      provision of this Indenture, the Note Guarantees or the Notes was intended
      to be
      a verbatim recitation of a provision of the “Description of Notes”;

    


    (7) to
      provide for the issuance of Additional Notes in accordance with the limitations
      set forth in this Indenture as of the date hereof;

    


    (8) to
      allow
      any Guarantor to execute a supplemental indenture and/or a Note Guarantee with
      respect to the Notes;

    


    (9) to
      comply
      with the rules of any applicable securities depositary;

    


    (10) to
      provide for a successor trustee in accordance with the terms of this Indenture
      or to otherwise comply with any requirement of this Indenture; or

    


    (11) to
      add a
      co-issuer or co-obligor of the Notes.

    


    Upon
      the
      request of the Company accompanied by a resolution of its Board of Directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon receipt by the Trustee of the documents described in Section 9.06 hereof,
      the Trustee will join with the Company and the Guarantors in the execution
      of
      any amended or supplemental indenture authorized or permitted by the terms
      of
      this Indenture and to make any further appropriate agreements and stipulations
      that may be therein contained, but the Trustee will not be obligated to enter
      into such amended or supplemental indenture that adversely affects its own
      rights, duties or immunities under this Indenture or otherwise.

    


    Section
      9.02 With
      Consent of Holders of Notes.

    


    Except
      as
      provided in Section 9.01 and below in this Section 9.02, the Company, the
      Guarantors and the Trustee may amend or supplement this Indenture (including,
      without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the
      Note Guarantees with the consent of the Holders of at least a majority in
      aggregate principal amount of the then outstanding Notes (including, without
      limitation, Additional Notes, if any) voting as a single class (including,
      without limitation, consents obtained in connection with a tender offer or
      Exchange Offer for, or purchase of, the Notes), and, subject to Sections 6.04
      and 6.07 hereof, any existing Default or Event of Default (other than a Default
      or Event of Default in the payment of the principal of, premium or Special
      Interest, if any, or interest on, the Notes, except a payment default resulting
      from an acceleration that has been rescinded) or compliance with any provision
      of this Indenture or the Notes or the Note Guarantees may be waived with the
      consent of the Holders of a majority in aggregate principal amount of the then
      outstanding Notes (including, without limitation, Additional Notes, if any)
      voting as a single class (including, without limitation, consents obtained
      in
      connection with a tender offer or Exchange Offer for, or purchase of, the
      Notes). 

     

    
      
        
        

      

      
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    Upon
      the
      request of the Company accompanied by a resolution of its Board of Directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon the filing with the Trustee of evidence satisfactory to the Trustee of
      the
      consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
      of
      the documents described in Section 9.06 hereof, the Trustee will join with
      the
      Company and the Guarantors in the execution of such amended or supplemental
      indenture unless such amended or supplemental indenture adversely affects the
      Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
      which case the Trustee may in its discretion, but will not be obligated to,
      enter into such amended or supplemental Indenture.

    


    It
      is not
      necessary for the consent of the Holders of Notes under this Section 9.02 to
      approve the particular form of any proposed amendment, supplement, waiver or
      consent, but it is sufficient if such consent approves the substance
      thereof.

    


    After
      an
      amendment, supplement or waiver under this Section 9.02 becomes effective,
      the
      Company will mail to the Holders of Notes affected thereby a notice briefly
      describing the amendment, supplement or waiver. Any failure of the Company
      to
      mail such notice, or any defect therein, will not, however, in any way impair
      or
      affect the validity of any such amended or supplemental indenture or waiver.
      Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate
      principal amount of the Notes then outstanding voting as a single class may
      waive compliance in a particular instance by the Company with any provision
      of
      this Indenture or the Notes or the Note Guarantees. However, without the consent
      of each Holder affected, an amendment, supplement or waiver under this Section
      9.02 may not (with respect to any Notes held by a non-consenting
      Holder):

    


    (1) reduce
      the principal amount of Notes whose Holders must consent to an amendment,
      supplement or waiver;

    


    (2) reduce
      the principal of or change the fixed maturity of any Note or alter or waive
      any
      of the provisions with respect to the date of or redemption price payable in
      connection with the redemption of the Notes (except as provided above with
      respect to Sections 3.09, 4.10 and 4.15 hereof);

    


    (3) reduce
      the rate of or change the time for payment of interest, including default
      interest, on any Note;

    


    (4) waive
      a
      Default or Event of Default in the payment of principal of, or interest or
      premium or Special Interest, if any, on, the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in aggregate
      principal amount of the then outstanding Notes and a waiver of the payment
      default that resulted from such acceleration);

    


    (5) make
      any
      Note payable in money other than that stated in the Notes;

    


    (6) make
      any
      change in the provisions of this Indenture relating to waivers of past Defaults
      or the rights of Holders of Notes to receive payments of principal of, or
      interest or premium or Special Interest, if any, on, the Notes;

    


    (7) waive
      a
      redemption payment with respect to any Note (other than a payment required
      by
      Sections 3.09, 4.10 or 4.15 hereof);

    


    
      
        
        

      

      
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    (8) release
      any Guarantor from any of its obligations under its Note Guarantee or this
      Indenture, except in accordance with the terms of this Indenture;
      or

    


    (9) make
      any
      change in the preceding amendment and waiver provisions.

    


    Section
      9.03 Compliance
      with Trust Indenture Act.

    


    Every
      amendment or supplement to this Indenture or the Notes will be set forth in
      an
      amended or supplemental indenture that complies with the TIA as then in
      effect.

    


    Section
      9.04 Revocation
      and Effect of Consents.

    


    Until
      an
      amendment, supplement or waiver becomes effective, a consent to it by a Holder
      of a Note is a continuing consent by the Holder of a Note and every subsequent
      Holder of a Note or portion of a Note that evidences the same debt as the
      consenting Holder’s Note, even if notation of the consent is not made on any
      Note. However, any such Holder of a Note or subsequent Holder of a Note may
      revoke the consent as to its Note if the Trustee receives written notice of
      revocation before the date the amendment, supplement or waiver becomes
      effective. An amendment, supplement or waiver becomes effective in accordance
      with its terms and thereafter binds every Holder.

    


    Section
      9.05 Notation
      on or Exchange of Notes.

    


    The
      Trustee may place an appropriate notation about an amendment, supplement or
      waiver on any Note thereafter authenticated. The Company in exchange for all
      Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
      authenticate new Notes that reflect the amendment, supplement or
      waiver.

    


    Failure
      to make the appropriate notation or issue a new Note will not affect the
      validity and effect of such amendment, supplement or waiver.

    


    Section
      9.06 Trustee
      to Sign Amendments, etc.

    


    The
      Trustee will sign any amended or supplemental indenture authorized pursuant
      to
      this Article 9 if the amendment or supplement does not adversely affect the
      rights, duties, liabilities or immunities of the Trustee. The Company may not
      sign an amended or supplemental indenture until the Board of Directors of the
      Company approves it. In executing any amended or supplemental indenture, the
      Trustee will be provided with and (subject to Section 7.01 hereof) will be
      fully
      protected in relying upon, in addition to the documents required by Section
      12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that
      the execution of such amended or supplemental indenture is authorized or
      permitted by this Indenture.

    


    ARTICLE
      10

    NOTE
      GUARANTEES

    


    Section
      10.01 Guarantee.

    


    (a) Subject
      to this Article 10, each Guarantor and any future Domestic Subsidiaries that
      are
      required to become Guarantors under this Indenture as described in Section
      4.18
      hereby, jointly and severally, unconditionally guarantees to each Holder of
      a
      Note authenticated and delivered by the Trustee and to the Trustee and its
      successors and assigns, irrespective of the validity and enforceability of
      this
      Indenture, the Notes or the Obligations of the Company hereunder or thereunder,
      that:

    


    
      
        
        

      

      
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    (1) 
      the
      principal of, premium and Special Interest, if any, and interest on, the Notes
      will be promptly paid in full when due, whether at maturity, by acceleration,
      redemption or otherwise (including any interest, if lawful, on the overdue
      principal of, and interest or Special Interest, if any, on the Notes) and all
      other Obligations of the Company to the Holders or the Trustee hereunder or
      under the Notes will be promptly paid in full or performed, all in accordance
      with the terms hereof and thereof; and 

    


    (2) in
      case
      of any extension of time of payment or renewal of any Notes or any of such
      other
      Obligations, that same will be promptly paid in full when due or performed
      in
      accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise.

    


    Failing
      payment when due of any amount so guaranteed or any performance so guaranteed
      for whatever reason, the Guarantors will be jointly and severally obligated
      to
      pay the same immediately. Each Guarantor agrees that this is a guarantee of
      payment and not a guarantee of collection.

    


    (b) The
      Guarantors hereby agree that their obligations hereunder are unconditional,
      irrespective of the validity, regularity or enforceability of the Notes or
      this
      Indenture, the absence of any action to enforce the same, any waiver or consent
      by any Holder of the Notes with respect to any provisions hereof or thereof,
      the
      recovery of any judgment against the Company, any action to enforce the same
      or
      any other circumstance which might otherwise constitute a legal or equitable
      discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
      presentment, demand of payment, filing of claims with a court in the event
      of
      insolvency or bankruptcy of the Company, any right to require a proceeding
      first
      against the Company, protest, notice and all demands whatsoever and covenant
      that this Note Guarantee will not be discharged except by complete performance
      of the obligations contained in the Notes and this Indenture.

    


    (c) If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
      theretofore discharged, will be reinstated in full force and
      effect.

    


    (d) Each
      Guarantor agrees that it will not be entitled to any right of subrogation in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby. Each Guarantor further
      agrees that, as between the Guarantors, on the one hand, and the Holders and
      the
      Trustee, on the other hand, (1) the maturity of the obligations guaranteed
      hereby may be accelerated as provided in Article 6 hereof for the purposes
      of
      this Note Guarantee, notwithstanding any stay, injunction or other prohibition
      preventing such acceleration in respect of the obligations guaranteed hereby,
      and (2) in the event of any declaration of acceleration of such obligations
      as
      provided in Article 6 hereof, such obligations (whether or not due and payable)
      will forthwith become due and payable by the Guarantors for the purpose of
      this
      Note Guarantee. The Guarantors will have the right to seek contribution from
      any
      non-paying Guarantor so long as the exercise of such right does not impair
      the
      rights of the Holders under the Note Guarantee.

    


    
      
        
        

      

      
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    Section
      10.02 Limitation
      on Guarantor Liability.


    Each
      Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
      it
      is the intention of all such parties that the Note Guarantee of such Guarantor
      not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
      Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
      Act
      or any similar federal or state law to the extent applicable to any Note
      Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
      and
      the Guarantors hereby irrevocably agree that the obligations of such Guarantor
      will be limited to the maximum amount that will, after giving effect to such
      maximum amount and all other contingent and fixed liabilities of such Guarantor
      that are relevant under such laws, and after giving effect to any collections
      from, rights to receive contribution from or payments made by or on behalf
      of
      any other Guarantor in respect of the obligations of such other Guarantor under
      this Article 10, result in the obligations of such Guarantor under its Note
      Guarantee not constituting a fraudulent transfer or conveyance.

    


    Section
      10.03 Execution
      and Delivery of Note Guarantee.

    


    To
      evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor
      hereby agrees that a notation of such Note Guarantee substantially in the form
      attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor
      on
      each Note authenticated and delivered by the Trustee and that this Indenture
      will be executed on behalf of such Guarantor by one of its
      Officers.

    


    Each
      Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01
      hereof will remain in full force and effect notwithstanding any failure to
      endorse on each Note a notation of such Note Guarantee.

    


    If
      an
      Officer whose signature is on this Indenture or on the Note Guarantee no longer
      holds that office at the time the Trustee authenticates the Note on which a
      Note
      Guarantee is endorsed, the Note Guarantee will be valid
      nevertheless.

    


    The
      delivery of any Note by the Trustee, after the authentication thereof hereunder,
      will constitute due delivery of the Note Guarantee set forth in this Indenture
      on behalf of the Guarantors.

    


    In
      the
      event that the Company or any of its Restricted Subsidiaries creates or acquires
      any Domestic Subsidiary after the date of this Indenture, if required by Section
      4.18 hereof, the Company will cause such Domestic Subsidiary to comply with
      the
      provisions of Section 4.18 hereof and this Article 10, to the extent
      applicable.

    


    Section
      10.04 Guarantors
      May Consolidate, etc., on Certain Terms.

    


    Except
      as
      otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise
      dispose of all or substantially all of its assets to, or consolidate with or
      merge with or into (whether or not such Guarantor is the surviving Person)
      another Person, other than the Company or another Guarantor,
      unless:

    


    (1) immediately
      after giving effect to such transaction, no Default or Event of Default exists;
      and

    


    (2) either:

    


    (a) the
      Person acquiring the property in any such sale or disposition or the Person
      formed by or surviving any such consolidation or merger assumes all the
      obligations of that Guarantor under this Indenture, its Note Guarantee and
      the
      Registration Rights Agreement on the terms set forth herein or therein, pursuant
      to a supplemental indenture in form and substance reasonably satisfactory to
      the
      Trustee and, if necessary, a supplemental registration rights agreement;
      or

    


    (b) the
      Net
      Proceeds of such sale or other disposition are applied in accordance with the
      applicable provisions of this Indenture, including without limitation, Section
      4.10 hereof.

    


    
      
        
        

      

      
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    In
      case
      of any such consolidation, merger, sale or conveyance and upon the assumption
      by
      the successor Person, by supplemental indenture, executed and delivered to
      the
      Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed
      upon the Notes and the due and punctual performance of all of the covenants
      and
      conditions of this Indenture to be performed by the Guarantor, such successor
      Person will succeed to and be substituted for the Guarantor with the same effect
      as if it had been named herein as a Guarantor. Such successor Person thereupon
      may cause to be signed any or all of the Note Guarantees to be endorsed upon
      all
      of the Notes issuable hereunder which theretofore shall not have been signed
      by
      the Company and delivered to the Trustee. All the Note Guarantees so issued
      will
      in all respects have the same legal rank and benefit under this Indenture as
      the
      Note Guarantees theretofore and thereafter issued in accordance with the terms
      of this Indenture as though all of such Note Guarantees had been issued at
      the
      date of the execution hereof.

    


    Except
      as
      set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and
      (b)
      above, nothing contained in this Indenture or in any of the Notes will prevent
      any consolidation or merger of a Guarantor with or into the Company or another
      Guarantor, or will prevent any sale or conveyance of the property of a Guarantor
      as an entirety or substantially as an entirety to the Company or another
      Guarantor.

    


    Section
      10.05 Releases.

    


    (a) (i)
      In
      the event of any sale or other disposition of all or substantially all of the
      assets of any Guarantor, by way of merger, consolidation or otherwise, or a
      sale
      or other disposition of Capital Stock of any Guarantor, in each case to a Person
      that is not (either before or after giving effect to such transactions) the
      Company or a Restricted Subsidiary of the Company, then such Guarantor (in
      the
      event of a sale or other disposition, by way of merger, consolidation or
      otherwise, of Capital Stock of such Guarantor) or the corporation acquiring
      the
      property (in the event of a sale or other disposition of all or substantially
      all of the assets of such Guarantor) will be released and relieved of any
      obligations under its Note Guarantee; provided
      that
      such sale or other disposition complies with the applicable provisions of this
      Indenture, including, without limitation, Section 4.10 hereof; provided
      further
      that, in
      the event of a sale or other disposition, by way of merger, consolidation or
      otherwise, of Capital Stock of any Guarantor, such Guarantor is no longer a
      Restricted Subsidiary of the Company. Upon delivery by the Company to the
      Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
      such sale or other disposition was made by the Company in accordance with the
      provisions of this Indenture, including without limitation Section 4.10 hereof,
      the Trustee will execute any documents reasonably required in order to evidence
      the release of any Guarantor from its obligations under its Note
      Guarantee.

    


    (b) Upon
      designation of any Guarantor as an Unrestricted Subsidiary in accordance with
      the terms of this Indenture, such Guarantor will be released and relieved of
      any
      obligations under its Note Guarantee.

    


    (c) Upon
      Legal Defeasance of this Indenture in accordance with Article 8 hereof or
      satisfaction and discharge of this Indenture in accordance with Article 11
      hereof, each Guarantor will be released and relieved of any obligations under
      its Note Guarantee.

    


    (d) If
      such
      Guarantor is also a guarantor or borrower under the Senior Secured Credit
      Facility and, at the time of release of its Guarantee, (x) has been or is
      currently being released from its guarantee of or obligations under, and all
      pledges and security, if any, granted in connection with the Senior Secured
      Credit Facility, (y) is not an obligor under any Indebtedness (other than
      Indebtedness permitted to be incurred pursuant to clauses (6), (7), (8), (10),
      (11), (13), (15) or (17) of Section 4.09(b) hereof) and (z) does
      not guarantee any Indebtedness of the Company or any of its Restricted
      Subsidiaries, such Guarantor will be released and relieved of any obligations
      under its Note Guarantee.

    


    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

       

    

    (e) In
      the
      case of any Restricted Subsidiary of the Company which after the date of this
      Indenture is required to guarantee the Notes pursuant to Section 4.18, the
      release or discharge of the guarantee by such Restricted Subsidiary of all
      of
      the Indebtedness of the Company or any Restricted Subsidiary of the Company
      or
      the repayment of all of the Indebtedness or Disqualified Stock, in each case,
      which resulted in the obligation to guarantee the Notes, then such Restricted
      Subsidiary will be released and relieved of any obligations under its Note
      Guarantee.

    


    Any
      Guarantor not released from its obligations under its Note Guarantee as provided
      in this Section 10.05 will remain liable for the full amount of principal of
      and
      interest and premium and Special Interest, if any, on the Notes and for the
      other obligations of any Guarantor under this Indenture as provided in this
      Article 10.

    


    ARTICLE
      11

    SATISFACTION
      AND DISCHARGE

    


    Section
      11.01 
      Satisfaction and Discharge.

    


    This
      Indenture will be discharged and will cease to be of further effect as to all
      Notes issued hereunder, when:

    


    (1) either:

    


    (a) all
      Notes
      that have been authenticated, except lost, stolen or destroyed Notes that have
      been replaced or paid and Notes for whose payment money has been deposited
      in
      trust and thereafter repaid to the Company, have been delivered to the Trustee
      for cancellation; or

    


    (b) all
      Notes
      that have not been delivered to the Trustee for cancellation have become due
      and
      payable by reason of the mailing of a notice of redemption or otherwise or
      will
      become due and payable within one year and the Company or any Guarantor has
      irrevocably deposited or caused to be deposited with the Trustee as trust funds
      in trust solely for the benefit of the Holders, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such amounts
      as
      will be sufficient, without consideration of any reinvestment of interest,
      to
      pay and discharge the entire Indebtedness on the Notes not delivered to the
      Trustee for cancellation for principal, premium and Special Interest, if any,
      and accrued interest to the date of maturity or redemption;

    


    (2) no
      Default or Event of Default has occurred and is continuing on the date of such
      deposit (other than a Default or Event of Default resulting from the borrowing
      of funds to be applied to such deposit);

    


    (3) the
      Company or any Guarantor has paid or caused to be paid all sums payable by
      it
      under this Indenture; and

    


    (4) the
      Company has delivered irrevocable instructions to the Trustee under this
      Indenture to apply the deposited money toward the payment of the Notes at
      maturity or on the redemption date, as the case may be.

    


    In
      addition, the Company must deliver an Officers’ Certificate and an Opinion of
      Counsel to the Trustee stating that all conditions precedent to satisfaction
      and
      discharge have been satisfied.

    


    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

    


    Notwithstanding
      the satisfaction and discharge of this Indenture, if money has been deposited
      with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01,
      the provisions of Sections 11.02 and 8.06 hereof will survive. In addition,
      nothing in this Section 11.01 will be deemed to discharge those provisions
      of
      Section 7.07 hereof, that, by their terms, survive the satisfaction and
      discharge of this Indenture.

    


    Section
      11.02 
      Application of Trust Money.

    


    Subject
      to the provisions of Section 8.06 hereof, all money deposited with the Trustee
      pursuant to Section 11.01 hereof shall be held in trust and applied by it,
      in
      accordance with the provisions of the Notes and this Indenture, to the payment,
      either directly or through any Paying Agent (including the Company acting as
      its
      own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
      of the principal (and premium and Special Interest, if any) and interest for
      whose payment such money has been deposited with the Trustee; but such money
      need not be segregated from other funds except to the extent required by
      law.

    


    If
      the
      Trustee or Paying Agent is unable to apply any money or Government Securities
      in
      accordance with Section 11.01 hereof by reason of any legal proceeding or by
      reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, the Company’s
      and any Guarantor’s obligations under this Indenture and the Notes shall be
      revived and reinstated as though no deposit had occurred pursuant to Section
      11.01 hereof; provided
      that if
      the Company has made any payment of principal of, premium or Special Interest,
      if any, or interest on, any Notes because of the reinstatement of its
      obligations, the Company shall be subrogated to the rights of the Holders of
      such Notes to receive such payment from the money or Government Securities
      held
      by the Trustee or Paying Agent.

    


    ARTICLE
      12

    MISCELLANEOUS

    


    Section
      12.01 
      Trust Indenture Act Controls.

    


    If
      any
      provision of this Indenture limits, qualifies or conflicts with the duties
      imposed by TIA §318(c), the imposed duties will control.

    


    Section
      12.02 
      Notices.

    


    Any
      notice or communication by the Company, any Guarantor or the Trustee to the
      others is duly given if in writing and delivered in Person or by first class
      mail (registered or certified, return receipt requested), facsimile transmission
      or overnight air courier guaranteeing next day delivery, to the others’
address:

    


    If
      to the
      Company and/or any Guarantor:

    


    Aeroflex
      Incorporated

    35
      South
      Service Road

    P.O.
      Box
      6022

    Plainview,
      New York 11803

    Facsimile
      No.: (516) 694-0658

    Attention:
      John Adamovich, Jr. 

    


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

       

    

    With
      a
      copy to:

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Facsimile
      No.: (212) 593-5955

    Attention:
      Michael Littenberg, Esq.

    


    If
      to the
      Trustee:

    The
      Bank
      of New York Mellon

    101
      Barclay Street, 8W

    New
      York,
      New York 10286

    Facsimile
      No.: (212) 815-5707

    Attention:
      Corporate Trust Administration

    


    The
      Company, any Guarantor or the Trustee, by notice to the others, may designate
      additional or different addresses for subsequent notices or
      communications.

    


    All
      notices and communications (other than those sent to Holders) will be deemed
      to
      have been duly given: at the time delivered by hand, if personally delivered;
      five Business Days after being deposited in the mail, postage prepaid, if
      mailed; when receipt acknowledged, if transmitted by facsimile; and the next
      Business Day after timely delivery to the courier, if sent by overnight air
      courier guaranteeing next day delivery.

    


    Any
      notice or communication to a Holder will be mailed by first class mail, or
      by
      overnight air courier guaranteeing next day delivery to its address shown on
      the
      register kept by the Registrar. Any notice or communication will also be so
      mailed to any Person described in TIA § 313(c), to the extent required by
      the TIA. Failure to mail a notice or communication to a Holder or any defect
      in
      it will not affect its sufficiency with respect to other Holders.

    


    If
      a
      notice or communication is mailed in the manner provided above within the time
      prescribed, it is duly given, whether or not the addressee receives
      it.

    


    If
      the
      Company mails a notice or communication to Holders, it will mail a copy to
      the
      Trustee and each Agent at the same time.

    


    Section
      12.03 
      Communication by Holders of Notes with Other Holders of Notes.

    


    Holders
      may communicate pursuant to TIA § 312(b) with other Holders with respect to
      their rights under this Indenture or the Notes. The Company, the Trustee, the
      Registrar and anyone else shall have the protection of TIA
§ 312(c).

    


    Section
      12.04 
      Certificate and Opinion as to Conditions Precedent.

    


    Upon
      any
      request or application by the Company to the Trustee to take any action under
      this Indenture, the Company shall furnish to the Trustee:

    


    (1) an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee (which must include the statements set forth in Section 12.05 hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been satisfied; and

    


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

       

    

    (2) an
      Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
      (which must include the statements set forth in Section 12.05 hereof) stating
      that, in the opinion of such counsel, all such conditions precedent and
      covenants have been satisfied.

    


    Notwithstanding
      the foregoing, no such Opinion of Counsel shall be given with respect to the
      authentication and delivery of the Initial Notes.

    


    Section
      12.05 
      Statements Required in Certificate or Opinion.

    


    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and
      must include:

    


    (1) a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

    


    (2) a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

    


    (3) a
      statement that, in the opinion of such Person, he or she has made such
      examination or investigation as is necessary to enable him or her to express
      an
      informed opinion as to whether or not such covenant or condition has been
      satisfied; and

    


    (4) a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been satisfied.

    


    Section
      12.06 Rules
      by Trustee and Agents.

    


    The
      Trustee may make reasonable rules for action by or at a meeting of Holders.
      The
      Registrar or Paying Agent may make reasonable rules and set reasonable
      requirements for its functions.

    


    Section
      12.07 No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.

    


    No
      past,
      present or future director, officer, employee, partner, manager, agent, member,
      incorporator (or Person forming any limited liability company) or stockholder
      of
      the Company or any Guarantor, as such, will have any liability for any
      obligations of the Company or the Guarantors under the Notes, this Indenture,
      the Note Guarantees, the Registration Rights Agreement or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. Each
      Holder of Notes by accepting a Note and a Note Guarantee waives and releases
      all
      such liability. The waiver and release are part of the consideration for
      issuance of the Notes and the Note Guarantees. The waiver may not be effective
      to waive liabilities under the federal securities laws and it is the view of
      the
      SEC that such waiver is against public policy.

    


    Section
      12.08 Governing
      Law.

    


    THE
      INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
      INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
      PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
      OF
      ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY AND THE
      TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
      LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
      HEREBY.

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

    


    Section
      12.09 No
      Adverse Interpretation of Other Agreements.

    


    This
      Indenture may not be used to interpret any other indenture, loan or debt
      agreement of the Company or its Subsidiaries or of any other Person. Any such
      indenture, loan or debt agreement may not be used to interpret this
      Indenture.

    


    Section
      12.10 Successors.

    


    All
      agreements of the Company in this Indenture and the Notes will bind its
      successors. All agreements of the Trustee in this Indenture will bind its
      successors. All agreements of each Guarantor in this Indenture will bind its
      successors, except as otherwise provided in Section 10.05 hereof.

    


    Section
      12.11 Severability.

    


    In
      case
      any provision in this Indenture or in the Notes is invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions will not in any way be affected or impaired thereby.

    


    Section
      12.12 Counterpart
      Originals.

    


    The
      parties may sign any number of copies of this Indenture. Each signed copy will
      be an original, but all of them together represent the same
      agreement.

    


    Section
      12.13 Table
      of Contents, Headings, etc.

    


    The
      Table
      of Contents, Cross-Reference Table and Headings of the Articles and Sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part of this Indenture and will in no way modify or restrict
      any
      of the terms or provisions hereof.

    


    Section
      12.14 Force
      Majeure.

    


    In
      no
      event shall the Trustee be responsible or liable for any failure or delay in
      the
      performance of its obligations hereunder arising out of or caused by, directly
      or indirectly, forces beyond its control, including, without limitation,
      strikes, work stoppages, accidents, acts of war or terrorism, civil or military
      disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
      loss or malfunctions of utilities, communications or computer (software or
      hardware) services; it being understood that the Trustee shall us reasonable
      efforts which are consistent with accepted practices in the banking industry
      to
      resume performance as soon as practicable under the circumstances.

    


    [Signatures
      on following page]

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

    

      SIGNATURES

      


      Dated
        as
        of August 7, 2008

       

    

    
      
        	
                Aeroflex
                  Incorporated

              
	 
	
                By:

              	
                /s/
                  Leonard Borow

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  President and Chief Executive Officer

              
	 
	
                Aeroflex
                  Colorado Springs, Inc.

              
	 
	
                By:

              	
                /s/
                  Leonard Borow

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  President 

              
	 
	
                Aeroflex
                  High Speed Test Solutions, Inc.

              
	 
	
                By:

              	
                /s/
                  Leonard Borow

              
	 	
                
                  
                    Name:
                      Leonard Borow

                  

                

              
	 	
                Title:
                  President 

              
	 
	
                Aeroflex
                  / Inmet, Inc.

              
	 
	
                By:

              	
                /s/
                  Leonard Borow

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  Vice President 

              
	
                 

              
	
                Aeroflex
                  / KDI, Inc.

              
	 
	
                By:

              	
                /s/
                  Leonard Borow

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  Vice President 

              


      

       

      
        Signature
          page to Indenture

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Aeroflex
                  / Metelics, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    Vice President 

                

              
	 
	
                Aeroflex
                  Microelectronic Solutions, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    Vice President 

                

              
	 
	
                Aeroflex
                  Plainview, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  President 

              
	 
	
                Aeroflex
                  / Weinschel, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    Vice President 

                

              
	 
	
                Aeroflex
                  Wichita, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  President 

              
	 
	
                IFR
                  Finance, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                Title:
                  President 

              


      

       

      
        Signature
          page to Indenture

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                IFR
                  Systems, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    President 

                

              
	 
	
                MCE
                  Asia, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    President 

                

              
	 
	
                AIF
                  Corp.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    President 

                

              
	 
	
                Aeroflex
                  Bloomingdale, Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    President 

                

              
	 
	
                Micro-Metrics,
                  Inc.

              
	 
	
                By:

              	
                
                  /s/
                    Leonard Borow

                

              
	 	
                
                  Name:
                    Leonard Borow

                

              
	 	
                
                  Title:
                    President 

                

              


      

       

      
        Signature
          page to Indenture

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                The
                  Bank of New York Mellon, as Trustee

              
	 
	 
	
                By:

              	
                /s/
                  Franca M. Ferrera

              
	 	
                Name: Franca
                  M.
                  Ferrera

              
	 	
                Title:
                  Assistant Vice President

              


      

    

    

      Signature
        page to Indenture


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        A1

       

    

    [Face
      of
      Note]

    
      
        

      

    

     

    CUSIP/CINS
      __________

    


    11.75%
      Senior Notes due 2015

    

      
        	
                No.
                  ___

              	
                $____________

              


      

    

    


    Aeroflex
      Incorporated

    


    promises
      to pay to               
      or
      registered assigns, 

    


    the
      principal sum of __________________________________________________________
      DOLLARS on February 15, 2015.

    


    Interest
      Payment Dates: February 15 and August 15 

    


    Record
      Dates: February 1 and August 1 

    


    Dated:
      __________, 200_

    

      
        	 	
                AEROFLEX
                  INCORPORATED

              
	 	 
	 	 
	 	
                By:

              	 

	 	 	
                Name:

              
	 	 	
                Title:
                  

              


      

    

     

    This
      is
      one of the Notes referred to

    in
      the
      within-mentioned Indenture:

    

      
        	
                THE
                  BANK OF NEW YORK MELLON,

              	 
	
                as
                  Trustee

              	 
	 	 	 
	 	 	 
	
                By:
                  

              	 	 
	 	
                Authorized
                  Signatory

              	 


      

    

     

    
      
        
        

      

      
        A1-1

        
          

        

      

      
        
        

      

    

    


    [Back
      of
      Note]


    11.75%
      Senior Notes due 2015

    


    [Insert
      the Global Note Legend, if applicable pursuant to the provisions of the
      Indenture]

    


    [Insert
      the Private Placement Legend, if applicable pursuant to the provisions of the
      Indenture]

    


    Capitalized
      terms used herein have the meanings assigned to them in the Indenture referred
      to below unless otherwise indicated.

    


    (1) Interest.
      Aeroflex Incorporated, a Delaware corporation (the “Company”),
      promises to pay interest on the principal amount of this Note at 11.75% per
      annum from ________________, 20__ until maturity and shall pay the Special
      Interest, if any, payable pursuant to Section 5 of the Registration Rights
      Agreement referred to below. The Company will pay interest and Special Interest,
      if any, semi-annually in arrears on February 15 and August 15 of each year,
      or
      if any such day is not a Business Day, on the next succeeding Business Day
      (each, an “Interest
      Payment Date”).
      Interest and Special Interest, if any, on the Notes will accrue from the most
      recent date to which interest has been paid or, if no interest has been paid,
      from the date of issuance; provided
      that if
      there is no existing Default in the payment of interest, and Special Interest,
      if any, and if this Note is authenticated between a record date referred to
      on
      the face hereof and the next succeeding Interest Payment Date, interest and
      Special Interest, if any, shall accrue from such next succeeding Interest
      Payment Date; provided
      further
      that the
      first Interest Payment Date shall be _____________, 20__. The Company will
      pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue principal on demand at a rate that is equal to 1%
      per
      annum in excess of the interest rate then in effect on the Notes to the extent
      lawful; it will pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue installments of interest and Special
      Interest, if any, (without regard to any applicable grace periods) from time
      to
      time on demand at the same rate to the extent lawful. Interest and Special
      Interest, if any, will be computed on the basis of a 360-day year of twelve
      30-day months.

    


    (2) Method
      of Payment.
      The
      Company will pay interest on the Notes (except defaulted interest) and Special
      Interest, if any, to the Persons who are registered Holders of Notes at the
      close of business on the February 15 or August 15 next preceding the Interest
      Payment Date, even if such Notes are canceled after such record date and on
      or
      before such Interest Payment Date, except as provided in Section 2.12 of the
      Indenture with respect to defaulted interest. The Notes will be payable as
      to
      principal, premium and Special Interest, if any, and interest at the office
      or
      agency of the Company maintained for such purpose within or without the City
      and
      State of New York, or, at the option of the Company, payment of interest and
      Special Interest, if any, may be made by check mailed to the Holders at their
      addresses set forth in the register of Holders; provided
      that
      payment by wire transfer of immediately available funds will be required with
      respect to principal of and interest, premium and Special Interest, if any,
      on,
      all Global Notes and all other Notes to the extent that the Holders thereof
      have
      provided wire transfer instructions to the Company or the Paying Agent. Such
      payment will be in such coin or currency of the United States of America as
      at
      the time of payment is legal tender for payment of public and private
      debts.

    


    (3) Paying
      Agent and Registrar.
      Initially, The Bank of New York Mellon, the Trustee under the Indenture, will
      act as Paying Agent and Registrar. The Company may change any Paying Agent
      or
      Registrar without notice to any Holder. The Company or any of its Subsidiaries
      may act in any such capacity.

    


    
      
        
        

      

      
        A1-2

        
          

        

      

      
        
        

      

    

    


    (4) Indenture.
      The
      Company issued the Notes under an Indenture dated as of August 7, 2008 (the
      “Indenture”)
      between the Company, the Guarantors and the Trustee. The terms of the Notes
      include those stated in the Indenture and those made part of the Indenture
      by
      reference to the TIA. The Notes are subject to all such terms, and Holders
      are
      referred to the Indenture and the TIA for a statement of such terms. To the
      extent any provision of this Note conflicts with the express provisions of
      the
      Indenture, the provisions of the Indenture shall govern and be controlling.
      The
      Notes are unsecured obligations of the Company. Subject to the covenants set
      forth in the Indenture, the Company may issue Additional Notes.

    


    (5) Optional
      Redemption.

    


    (a) Except
      as
      set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will
      not
      have the option to redeem the Notes prior to August 15, 2011. The
      Company is not prohibited by the terms of the Indenture, however, from acquiring
      the Notes pursuant to an issuer tender offer, in open market transactions or
      otherwise, so long as such acquisition does not otherwise violate the terms
      of
      the Indenture. On
      or
      after August 15, 2011, the Company will have the option to redeem all or a
      part
      of the Notes upon not less than 30 nor more than 60 days’ notice, at the
      redemption prices (expressed as percentages of principal amount) set forth
      below
      plus accrued and unpaid interest and Special Interest, if any, on the Notes
      redeemed, to the applicable redemption date, if redeemed during the twelve-month
      period beginning on August 15 of the years indicated below, subject to the
      rights of Holders of Notes on the relevant record date to receive interest
      on
      the relevant interest payment date:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2011

            	 	 	
              105.8750

            	
              %

            
	
              2012

            	 	 	
              102.9375

            	
              %

            
	
              2013
                and thereafter

            	 	 	
              100.0000

            	
              %

            


    

    


    (b) At
      any
      time prior to August 15, 2010, the Company may on any one or more occasions
      redeem up to 35% of the aggregate principal amount of Notes issued under the
      Indenture at a redemption price equal to 111.750% of the principal amount,
      plus
      accrued and unpaid interest and Special Interest, if any, to the redemption
      date, with the net cash proceeds of one or more Equity Offerings by the Company
      or a contribution to the Company’s common equity capital made with the net cash
      proceeds of one or more Equity Offerings by a direct or indirect parent of
      the
      Company; provided
      that at
      least 50% in aggregate principal amount of Notes originally issued under the
      Indenture (excluding Notes held by the Company and its Subsidiaries) remains
      outstanding immediately after the occurrence of such redemption and that such
      redemption occurs within 90 days of the date of the closing of such Equity
      Offering or equity contribution.

    


    (c) At
      any
      time prior to August 15, 2011, the Company may also redeem all or a part of
      the
      Notes, upon not less than 30 nor more than 60 days, prior notice mailed by
      first-class mail to each Holder’s registered address, at a redemption price
      equal to 100% of the principal amount of Notes redeemed plus the Applicable
      Premium as of, and accrued and unpaid interest and Special Interest, if any,
      to
      the date of redemption (the “Redemption
      Date”),
      subject to the rights of Holders of Notes on the relevant record date to receive
      interest due on the relevant interest payment date.

    


    (d) Unless
      the Company defaults in the payment of the redemption price, interest will
      cease
      to accrue on the Notes or portions thereof called for redemption on the
      applicable redemption date. 

    


    
      
        
        

      

      
        A1-3

        
          

        

      

      
        
        

      

    

    


    (6) Mandatory
      Redemption.

    


    The
      Company is not required to make mandatory redemption or sinking fund payments
      with respect to the Notes.

    


    (7) Repurchase
      at the Option of Holder.

    


    (a) If
      there
      is a Change of Control, the Company will be required to make an offer (a
“Change
      of Control Offer”)
      to
      each Holder to repurchase all or any part (equal to $2,000 or an integral
      multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price
      in cash equal to 101% of the aggregate principal amount thereof plus accrued
      and
      unpaid interest and Special Interest, if any, thereon to the date of purchase,
      subject to the rights of Holders on the relevant record date to receive interest
      due on the relevant interest payment date. Within 30 days following any Change
      of Control, the Company will mail a notice to each Holder setting forth the
      procedures governing the Change of Control Offer as required by the
      Indenture.

    


    (b) If
      the
      Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
      within ten days of each date on which the aggregate amount of Excess Proceeds
      exceeds $20.0 million, the Company will commence an offer, in accordance with
      the procedures set forth in Section 3.09 of the Indenture, to all Holders of
      Notes and all holders of other Indebtedness that is pari
      passu
      with the
      Notes containing provisions similar to those set forth in the Indenture with
      respect to offers to purchase or redeem with the proceeds of sales of assets
      (an
“Asset
      Sale Offer”)
      pursuant to Section 3.09 of the Indenture to purchase the maximum principal
      amount of Notes and such other pari
      passu
      Indebtedness that may be purchased out of the Excess Proceeds. The offer price
      in any Asset Sale Offer will be in an amount equal to 100% of the principal
      amount thereof plus accrued and unpaid interest and Special Interest, if any,
      thereon to the date of purchase, and will be payable in cash, in accordance
      with
      the procedures set forth in the Indenture. To the extent that the aggregate
      amount of Notes and other pari
      passu
      Indebtedness validly and properly tendered pursuant to an Asset Sale Offer
      is
      less than the Excess Proceeds, the Company (or such Restricted Subsidiary)
      may
      use such deficiency for any purpose not otherwise prohibited by the Indenture.
      If the aggregate principal amount of Notes and other pari
      passu
      Indebtedness validly and properly tendered into such Asset Sale Offer exceeds
      the amount of Excess Proceeds, the Trustee shall select the Notes and the
      Company or such other applicable party shall select such other pari
      passu
      Indebtedness to be purchased on a pro
      rata
      basis.
      Holders of Notes that are the subject of an offer to purchase will receive
      an
      Asset Sale Offer from the Company prior to any related purchase date and may
      elect to have such Notes purchased by completing the form entitled “Option
      of Holder to Elect Purchase”
      attached to the Notes.

    


    (8) Notice
      of Purchase or Redemption.
      Notice
      of purchase or redemption will be mailed at least 30 days but not more than
      60
      days before the purchase or redemption date to each Holder whose Notes are
      to be
      purchased or redeemed at its registered address, except that purchase or
      redemption notices may be mailed more than 60 days prior to a purchase or
      redemption date if the notice is issued in connection with a defeasance of
      the
      Notes or a satisfaction or discharge of the Indenture. No Notes in denominations
      of $2,000 or less shall be redeemed or purchased in part unless all of the
      Notes
      held by a Holder are to be redeemed. 

    


    
      
        
        

      

      
        A1-4

        
          

        

      

      
        
        

      

       

    

    (9) Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in minimum denominations of $2,000
      and integral multiples of $1,000 in excess thereof. The transfer of Notes may
      be
      registered and Notes may be exchanged as provided in the Indenture. The
      Registrar and the Trustee may require a Holder, among other things, to furnish
      appropriate endorsements and transfer documents and the Company will require
      a
      Holder to pay all taxes or similar government charges due on transfer or
      exchange. The Company need not exchange or register the transfer of any Note
      or
      portion of a Note selected for redemption, except for the unredeemed portion
      of
      any Note being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before the mailing of a notice
      of redemption of Notes to be redeemed or during the period between a record
      date
      and the next succeeding Interest Payment Date.

    


    (10) Persons
      Deemed Owners.
      The
      registered Holder of a Note may be treated as its owner for all purposes.
Only
      registered Holders will have rights under the Indenture.

    


    (11) Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Indenture or the Notes or the Note Guarantees may
      be
      amended or supplemented with the consent of the Holders of at least a majority
      in aggregate principal amount of the then outstanding Notes including Additional
      Notes, if any, voting as a single class (including, without limitation, consents
      obtained in connection with a purchase of, or tender offer or Exchange Offer
      for, Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture,
      any
      existing Default or Event of Default or compliance with any provision of the
      Indenture or the Notes or the Note Guarantees may be waived with the consent
      of
      the Holders of a majority in aggregate principal amount of the then outstanding
      Notes including Additional Notes, if any, voting as a single class (including,
      without limitation, consents obtained in connection with a purchase of, or
      tender offer or Exchange Offer for, Notes). Without the consent of any Holder
      of
      a Note, the Indenture or the Notes or the Note Guarantees may be amended or
      supplemented to cure any ambiguity, defect or inconsistency, to provide for
      uncertificated Notes in addition to or in place of certificated Notes, to
      provide for the assumption of the Company’s or a Guarantor’s obligations to
      Holders of the Notes and Note Guarantees in case of a merger or consolidation,
      to make any change that would provide any additional rights or benefits to
      the
      Holders of the Notes or that does not adversely affect the legal rights under
      the Indenture of any such Holder, to comply with the requirements of the SEC
      in
      order to effect or maintain the qualification of the Indenture under the TIA,
      to
      conform the text of the Indenture, the Note Guarantees or the Notes to any
      provision of the “Description of Notes” section of the Company’s Offering
      Circular dated August 4, 2008, relating to the initial offering of the Notes,
      to
      the extent that such provision in that “Description of Notes” was intended to be
      a verbatim recitation of a provision of the Indenture, the Note Guarantees
      or
      the Notes, to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture, to allow any Guarantor to execute
      a
      supplemental indenture to the Indenture and/or a Note Guarantee with respect
      to
      the Notes, to comply with the rules of any applicable securities depository,
      to
      provide for a successor trustee in accordance with the terms of the Indenture
      or
      to otherwise comply with the requirements of the Indenture, or to add a
      co-issuer or co-obligor of the Notes.

     

    
      
        
        

      

      
        A1-5

        
          

        

      

      
        
        

      

    


    (12) Defaults
      and Remedies.
      Events
      of Default include: (i) default for 30 days in the payment when due of interest
      on, or Special Interest, if any, with respect to the Notes; (ii) default in
      the
      payment when due (at maturity, upon redemption or otherwise) of the principal
      of, or premium, if any, on, the Notes, (iii) failure by the Company or any
      of
      its Restricted Subsidiaries for 30 days after notice to the Company by the
      Trustee or Holders of at least 25% in aggregate principal amount of the Notes
      then outstanding voting as a single class to comply with Sections 4.10, 4.15
      or
      5.01 of the Indenture; (iv) failure by the Company or any of its Restricted
      Subsidiaries for 60 days after notice to the Company by the Trustee or the
      Holders of at least 25% in aggregate principal amount of the Notes then
      outstanding voting as a single class to comply with any of the other agreements
      in the Indenture; (v) default under certain other agreements relating to
      Indebtedness of the Company which default results in the acceleration of such
      Indebtedness prior to its express maturity; (vi) certain final and
      non-appealable judgments for the payment of money that remain undischarged
      for a
      period of 60 days and, in the event such judgment is covered by insurance,
      an
      enforcement proceeding has been commenced by any creditor upon such judgment
      or
      decree that is not promptly stayed; (vii) except as permitted by the Indenture,
      any Note Guarantee is held in any judicial proceeding to be unenforceable or
      invalid or ceases for any reason to be in full force and effect or any Guarantor
      or any Person acting on its behalf denies or disaffirms its obligations under
      such Guarantor’s Note Guarantee; (viii) certain events of bankruptcy or
      insolvency described in the Indenture with respect to the Company or any
      Restricted Subsidiary of the Company that is a Significant Subsidiary or any
      group of Restricted Subsidiaries of the Company that, taken together, would
      constitute a Significant Subsidiary. If any Event of Default occurs and is
      continuing, the Trustee or the Holders of at least 25% in aggregate principal
      amount of the then outstanding Notes may declare all the Notes to be due and
      payable immediately. Notwithstanding the foregoing, in the case of an Event
      of
      Default arising from certain events of bankruptcy or insolvency (described
      in
      clause (viii) above), all outstanding Notes will become due and payable
      immediately without further action or notice. Holders may not enforce the
      Indenture or the Notes except as provided in the Indenture or the TIA. Subject
      to certain limitations, Holders of a majority in aggregate principal amount
      of
      the then outstanding Notes may direct the Trustee in its exercise of any trust
      or power. The Trustee may withhold from Holders of the Notes notice of any
      continuing Default or Event of Default (except a Default or Event of Default
      relating to the payment of principal or interest or premium or Special Interest,
      if any,) if it determines that withholding notice is in their interest. The
      Holders of a majority in aggregate principal amount of the then outstanding
      Notes by notice to the Trustee may, on behalf of the Holders of all of the
      Notes, rescind an acceleration or waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or Event
      of
      Default in the payment of interest or premium or Special Interest, if any,
      on,
      or the principal of, the Notes. The Company is required to deliver to the
      Trustee annually a statement regarding compliance with the Indenture, and the
      Company is required, upon becoming aware of any Default or Event of Default,
      to
      deliver to the Trustee a statement specifying such Default or Event of
      Default.

    


    (13) Trustee
      Dealings with Company.
      The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates, and
      may
      otherwise deal with the Company or its Affiliates, as if it were not the
      Trustee, subject to the relevant provisions of the TIA.

    


    (14) No
      Recourse Against Others.
      A past,
      present or future director, officer, employee, partner, manager, agent, member,
      incorporator (or Person forming any limited liability company) or stockholder
      of
      the Company or any of the Guarantors, as such, will not have any liability
      for
      any obligations of the Company or the Guarantors under the Notes, the Note
      Guarantees, the Registration Rights Agreement or the Indenture or for any claim
      based on, in respect of, or by reason of, such obligations or their creation.
      Each Holder by accepting a Note and a Note Guarantee waives and releases all
      such liability. The waiver and release are part of the consideration for the
      issuance of the Notes and the Note Guarantees. Such waiver may not be effective
      to waive liabilities under the federal securities laws and it is the view of
      the
      SEC that such waiver is against public policy.

    


    (15) Authentication.
      This
      Note will not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

    


    (16) Abbreviations.
      Customary abbreviations may be used in the name of a Holder or an assignee,
      such
      as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
      TEN
      (= joint tenants with right of survivorship and not as tenants in common),
      CUST
      (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

    


    
      
        
        

      

      
        A1-6

        
          

        

      

      
        
        

      

    

    


    (17) Additional
      Rights of Holders of Restricted Global Notes and Restricted Definitive
      Notes.
      In
      addition to the rights provided to Holders of Notes under the Indenture, Holders
      of Restricted Global Notes and Restricted Definitive Notes will have all the
      rights set forth in the Registration Rights Agreement dated as of August 7,
      2008, between the Company, the Guarantors and the other parties named on the
      signature pages thereof or, in the case of Additional Notes, Holders of
      Restricted Global Notes and Restricted Definitive Notes will have the rights
      set
      forth in one or more registration rights agreements, if any, between the
      Company, the Guarantors and the other parties thereto, relating to rights given
      by the Company and the Guarantors to the purchasers of any Additional Notes
      (collectively, the “Registration
      Rights Agreement”).

    


    (18) CUSIP
      Numbers.
      Pursuant to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Company has caused CUSIP numbers to be printed
      on
      the Notes, and the Trustee may use CUSIP numbers in notices of redemption as
      a
      convenience to Holders. No representation is made as to the accuracy of such
      numbers either as printed on the Notes or as contained in any notice of
      redemption, and reliance may be placed only on the other identification numbers
      placed thereon.

    


    (19) GOVERNING
      LAW. THE
      INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
      INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
      PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
      OF
      ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    


    The
      Company will furnish to any Holder upon written request and without charge
      a
      copy of the Indenture and/or the Registration Rights Agreement. Requests may
      be
      made to:

    


    Aeroflex
      Incorporated 


    35
      South
      Service Road


    P.O.
      Box
      6022


    Plainview,
      NY 11803

    Attention:
      John Adamovich, Jr.

     

    
      
        
        

      

      
        A1-7

        
          

        

      

      
        
        

      

    

    
      

        Assignment
          Form

         

        
          
            
              	
                      To
                        assign this Note, fill in the form
                        below:

                    


            

             

            
              	
                      (I)
                        or (we) assign and transfer this Note to:

                    	 
	 	
                      (Insert
                        assignee’s legal name)

                    


            

          

           

          
            	
                     

                  
	
                    (Insert
                      assignee’s soc. sec. or tax I.D. no.)

                  
	
                     

                  
	
                     

                  
	
                     

                  
	
                     

                  
	
                    (Print
                      or type assignee’s name, address and zip
                      code)

                  


          

           

          
            	 	 
	
                    and
                      irrevocably appoint

                  	 
	
                    to
                      transfer this Note on the books of the Company. The agent may
                      substitute
                      another to act for him.

                  
	 	 
	
                    Date:
                      _______________

                  	 


          

           

          
            
              	
                    	
                    	Your
                      Signature:	 
	 	 	
                       (Sign
                        exactly as your name appears on the face of this
                        Note)

                    


            

          

           

          
            Signature
              Guarantee*: ___________________________

          

           

          *     Participant
            in a recognized Signature Guarantee Medallion Program (or other signature
            guarantor acceptable to the Trustee).

        

      

       

      
        
          
          

        

        
          A1-8

          
            

          

        

        
          
          

        

      

    


    Option
      of
      Holder to Elect Purchase

    


    If
      you
      want to elect to have this Note purchased by the Company pursuant to Section
      4.10 or 4.15 of the Indenture, check the appropriate box below:

    

      
        	
                —Section
                  4.10

              	 	
                —Section
                  4.15

              


      

    

    


    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to
      Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
      have purchased:

    


    $_______________

    


    Date:
      _______________

    


    
      	
            	
            	Your
              Signature:	 
	 	 	
               (Sign
                exactly as your name appears on the face of this
                Note)

            


    

     

    
      Tax
        Identification No.:________________________________

       


    Signature
      Guarantee*: _________________________

     

    * Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).

     

    
      
        
        

      

      
        A1-9

        
          

        

      

      
        
        

      

    

     

    Schedule
      of Exchanges of Interests in the Global Note *

    


    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

    

      
        	
                Date of Exchange

              	 	
                Amount of

                decrease in

                Principal Amount 

                of
                  this
                  Global Note

              	 	
                Amount
                  of

                increase in

                Principal Amount 

                of
                  this
                  Global Note

              	 	
                Principal Amount 

                of
                  this Global
                  Note

                following such

                decrease 

                (or increase)

              	 	
                Signature of

                authorized officer

                of Trustee or 

                Custodian

              
	 	 	 	 	 	 	 	 	 


      

    

     

    * This
      schedule should be included only if the Note is issued in global
      form. 

     

    
      
        
        

      

      
        A1-10

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        A2

       

    

    
      [Face
        of
        Regulation S Temporary Global Note]

      
        
          

        

      

       

      CUSIP/CINS
        __________

      


      11.75%
        Senior Notes due 2015

      

        
          	
                  No.
                    ___

                	
                  $____________

                


        

      

      


      Aeroflex
        Incorporated

      


      promises
        to pay to               
        or
        registered assigns, 

      


      the
        principal sum of __________________________________________________________
        DOLLARS on February 15, 2015.

      


      Interest
        Payment Dates: February 15 and August 15 

      


      Record
        Dates: February 1 and August 1 

      


      Dated:
        __________, 200_

      

        
          	 	
                  AEROFLEX
                    INCORPORATED

                
	 	 
	 	 
	 	
                  By:

                	 

	 	 	
                  Name:

                
	 	 	
                  Title:
                    

                


        

      

       

      This
        is
        one of the Notes referred to

      in
        the
        within-mentioned Indenture:

      

        
          	
                  THE
                    BANK OF NEW YORK MELLON,

                	 
	
                  as
                    Trustee

                	 
	 	 	 
	 	 	 
	
                  By:
                    

                	 	 
	 	
                  Authorized
                    Signatory

                	 


        

      

    

     

    
      
        
        

      

      
        A2-1

        
          

        

      

      
        
        

      

    

    


    [Back
      of
      Regulation S Temporary Global Note]

    11.75%
      Senior Notes due 2015

    


    THE
      RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
      AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED
      IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL
      OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
      PAYMENT OF INTEREST HEREON.

    


    THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
      WHOLE
      BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL
      NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
      OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
      DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AEROFLEX INCORPORATED.

    


    UNLESS
      AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
      THIS
      NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
      OF
      THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
      CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST
      COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    


    
      
        
        

      

      
        A2-2

        
          

        

      

      
        
        

      

    


    “THE
      SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
      OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
      OR AN
      APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
      IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
      EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY
      MAY
      BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES
      TO
      A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
      (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
      THE
      REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
      TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
      (d)
      TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2),
      (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT,
      PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
      REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
      TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER
      IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
      UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY
      OR
      (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
      OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
      SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
      EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.” 

    


    Capitalized
      terms used herein have the meanings assigned to them in the Indenture referred
      to below unless otherwise indicated.

    


    (1) Interest.
      Aeroflex Incorporated, a Delaware corporation (the “Company”),
      promises to pay interest on the principal amount of this Note at 11.75% per
      annum from ________________, 20__ until maturity and shall pay the Special
      Interest, if any, payable pursuant to Section 5 of the Registration Rights
      Agreement referred to below. The Company will pay interest and Special Interest,
      if any, semi-annually in arrears on February 15 and August 15 of each year,
      or
      if any such day is not a Business Day, on the next succeeding Business Day
      (each, an “Interest
      Payment Date”).
      Interest and Special Interest, if any, on the Notes will accrue from the most
      recent date to which interest has been paid or, if no interest has been paid,
      from the date of issuance; provided
      that if
      there is no existing Default in the payment of interest, and Special Interest,
      if any, and if this Note is authenticated between a record date referred to
      on
      the face hereof and the next succeeding Interest Payment Date, interest and
      Special Interest, if any, shall accrue from such next succeeding Interest
      Payment Date; provided
      further
      that the
      first Interest Payment Date shall be _____________, 20__. The Company will
      pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue principal on demand at a rate that is equal to 1%
      per
      annum in excess of the interest rate then in effect on the Notes to the extent
      lawful; it will pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue installments of interest and Special
      Interest, if any, (without regard to any applicable grace periods) from time
      to
      time on demand at the same rate to the extent lawful. Interest and Special
      Interest, if any, will be computed on the basis of a 360-day year of twelve
      30-day months.

    


    Until
      this Regulation S Temporary Global Note is exchanged for one or more Regulation
      S Permanent Global Notes, the Holder hereof shall not be entitled to receive
      payments of interest hereon; until so exchanged in full, this Regulation S
      Temporary Global Note shall in all other respects be entitled to the same
      benefits as other Notes under the Indenture.

     

    
      
        
        

      

      
        A2-3

        
          

        

      

      
        
        

      

    


    (2) Method
      of Payment.
      The
      Company will pay interest on the Notes (except defaulted interest) and Special
      Interest, if any, to the Persons who are registered Holders of Notes at the
      close of business on the February 15 or August 15 next preceding the Interest
      Payment Date, even if such Notes are canceled after such record date and on
      or
      before such Interest Payment Date, except as provided in Section 2.12 of the
      Indenture with respect to defaulted interest. The Notes will be payable as
      to
      principal, premium and Special Interest, if any, and interest at the office
      or
      agency of the Company maintained for such purpose within or without the City
      and
      State of New York, or, at the option of the Company, payment of interest and
      Special Interest, if any, may be made by check mailed to the Holders at their
      addresses set forth in the register of Holders; provided
      that
      payment by wire transfer of immediately available funds will be required with
      respect to principal of and interest, premium and Special Interest, if any,
      on,
      all Global Notes and all other Notes to the extent that the Holders thereof
      have
      provided wire transfer instructions to the Company or the Paying Agent. Such
      payment will be in such coin or currency of the United States of America as
      at
      the time of payment is legal tender for payment of public and private
      debts.

    


    (3) Paying
      Agent and Registrar.
      Initially, The Bank of New York Mellon, the Trustee under the Indenture, will
      act as Paying Agent and Registrar. The Company may change any Paying Agent
      or
      Registrar without notice to any Holder. The Company or any of its Subsidiaries
      may act in any such capacity.

    


    (4) Indenture.
      The
      Company issued the Notes under an Indenture dated as of August 7, 2008 (the
      “Indenture”)
      between
      the Company, the Guarantors and the Trustee. The terms of the Notes include
      those stated in the Indenture and those made part of the Indenture by reference
      to the TIA. The Notes are subject to all such terms, and Holders are referred
      to
      the Indenture and the TIA for a statement of such terms. To the extent any
      provision of this Note conflicts with the express provisions of the Indenture,
      the provisions of the Indenture shall govern and be controlling. The Notes
      are
      unsecured obligations of the Company. Subject to the covenants set forth in
      the
      Indenture, the Company may issue Additional Notes.

    


    (5) Optional
      Redemption.

    


    (a) Except
      as
      set forth in subparagraph (b) and (c) of this Paragraph 5, the Company will
      not
      have the option to redeem the Notes prior to August 15, 2011. The Company is
      not
      prohibited by the terms of the Indenture, however, from acquiring the Notes
      pursuant to an issuer tender offer, in open market transactions or otherwise,
      so
      long as such acquisition does not otherwise violate the terms of the Indenture.
      On or after August 15, 2011, the Company will have the option to redeem all
      or a
      part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
      redemption prices (expressed as percentages of principal amount) set forth
      below
      plus accrued and unpaid interest and Special Interest, if any, on the Notes
      redeemed to the applicable redemption date, if redeemed during the twelve-month
      period beginning on August 15 of the years indicated below, subject to the
      rights of Holders of Notes on the relevant record date to receive interest
      on
      the relevant interest payment date:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2011

            	 	 	
              105.8750

            	
              %

            
	
              2012

            	 	 	
              102.9375

            	
              %

            
	
              2013
                and thereafter

            	 	 	
              100.0000

            	
              %

            


    

     

    (b) At
      any
      time prior to August 15, 2010, the Company may on any one or more occasions
      redeem up to 35% of the aggregate principal amount of Notes issued under the
      Indenture at a redemption price equal to 111.750% of the principal amount,
      plus
      accrued and unpaid interest and Special Interest, if any, to the redemption
      date, with the net cash proceeds of one or more Equity Offerings by the Company
      or a contribution to the Company’s common equity capital made with the net cash
      proceeds of one or more Equity Offerings by a direct or indirect parent of
      the
      Company; provided that at least 50% in aggregate principal amount of Notes
      originally issued under the Indenture (excluding Notes held by the Company
      and
      its Subsidiaries) remains outstanding immediately after the occurrence of such
      redemption and that such redemption occurs within 90 days of the date of the
      closing of such Equity Offering or equity contribution.

    


    
      
        
        

      

      
        A2-4

        
          

        

      

      
        
        

      

    

    


    (c) At
      any
      time prior to August 15, 2011, the Company may also redeem all or a part of
      the
      Notes, upon not less than 30 nor more than 60 days, prior notice mailed by
      first-class mail to each Holder’s registered address, at a redemption price
      equal to 100% of the principal amount of Notes redeemed plus the Applicable
      Premium as of, and accrued and unpaid interest and Special Interest, if any,
      to
      the date of redemption (the “Redemption
      Date”),
      subject to the rights of Holders of Notes on the relevant record date to receive
      interest due on the relevant interest payment date.

    


    (d) Unless
      the Company defaults in the payment of the redemption price, interest will
      cease
      to accrue on the Notes or portions thereof called for redemption on the
      applicable redemption date. 

    


    (6) Mandatory
      Redemption.

    


    The
      Company is not required to make mandatory redemption or sinking fund payments
      with respect to the Notes.

    


    (7) Repurchase
      at the Option of Holder.

    


    (a) If
      there
      is a Change of Control, the Company will be required to make an offer (a
“Change
      of Control Offer”)
      to
      each Holder to repurchase all or any part (equal to $2,000 or an integral
      multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price
      in cash equal to 101% of the aggregate principal amount thereof plus accrued
      and
      unpaid interest and Special Interest, if any, thereon to the date of purchase,
      subject to the rights of Holders on the relevant record date to receive interest
      due on the relevant interest payment date. Within 30 days following any Change
      of Control, the Company will mail a notice to each Holder setting forth the
      procedures governing the Change of Control Offer as required by the
      Indenture.

    


    (b) If
      the
      Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
      within ten days of each date on which the aggregate amount of Excess Proceeds
      exceeds $20.0 million, the Company will commence an offer, in accordance with
      the procedures set forth in Section 3.09 of the Indenture, to all Holders of
      Notes and all holders of other Indebtedness that is pari
      passu
      with the
      Notes containing provisions similar to those set forth in the Indenture with
      respect to offers to purchase or redeem with the proceeds of sales of assets
      (an
“Asset
      Sale Offer”)
      pursuant to Section 3.09 of the Indenture to purchase the maximum principal
      amount of Notes and such other pari
      passu
      Indebtedness that may be purchased out of the Excess Proceeds. The offer price
      in any Asset Sale Offer will be in an amount equal to 100% of the principal
      amount thereof plus accrued and unpaid interest and Special Interest, if any,
      thereon to the date of purchase, and will be payable in cash, in accordance
      with
      the procedures set forth in the Indenture. To the extent that the aggregate
      amount of Notes and other pari
      passu
      Indebtedness validly and properly tendered pursuant to an Asset Sale Offer
      is
      less than the Excess Proceeds, the Company (or such Restricted Subsidiary)
      may
      use such deficiency for any purpose not otherwise prohibited by the Indenture.
      If the aggregate principal amount of Notes and other pari
      passu
      Indebtedness validly and properly tendered into such Asset Sale Offer exceeds
      the amount of Excess Proceeds, the Trustee shall select the Notes and the
      Company or such other applicable party shall select such other pari
      passu
      Indebtedness to be purchased on a pro
      rata
      basis.
      Holders of Notes that are the subject of an offer to purchase will receive
      an
      Asset Sale Offer from the Company prior to any related purchase date and may
      elect to have such Notes purchased by completing the form entitled “Option of
      Holder to Elect Purchase” attached to the Notes.

     

    
      
        
        

      

      
        A2-5

        
          

        

      

      
        
        

      

    

    


    (8) Notice
      of Purchase or Redemption.
      Notice
      of purchase or redemption will be mailed at least 30 days but not more than
      60
      days before the purchase or redemption date to each Holder whose Notes are
      to be
      purchased or redeemed at its registered address, except that purchase or
      redemption notices may be mailed more than 60 days prior to a purchase or
      redemption date if the notice is issued in connection with a defeasance of
      the
      Notes or a satisfaction or discharge of the Indenture. No Notes in denominations
      of $2,000 or less shall be redeemed or purchased in part unless all of the
      Notes
      held by a Holder are to be redeemed. 

    


    (9) Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in minimum denominations of $2,000
      and integral multiples of $1,000 in excess thereof. The transfer of Notes may
      be
      registered and Notes may be exchanged as provided in the Indenture. The
      Registrar and the Trustee may require a Holder, among other things, to furnish
      appropriate endorsements and transfer documents and the Company will require
      a
      Holder to pay all taxes or similar government charges due on transfer or
      exchange. The Company need not exchange or register the transfer of any Note
      or
      portion of a Note selected for redemption, except for the unredeemed portion
      of
      any Note being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before the mailing of a notice
      of redemption of Notes to be redeemed or during the period between a record
      date
      and the next succeeding Interest Payment Date.

    


    This
      Regulation S Temporary Global Note is exchangeable in whole or in part for
      one
      or more Global Notes only (i) on or after the termination of the 40-day
      distribution compliance period (as defined in Regulation S) and (ii) upon
      presentation of certificates (accompanied by an Opinion of Counsel, if
      applicable) required by Article 2 of the Indenture. Upon exchange of this
      Regulation S Temporary Global Note for one or more Global Notes, the Trustee
      shall cancel this Regulation S Temporary Global Note.

    


    (10) Persons
      Deemed Owners.
      The
      registered Holder of a Note may be treated as its owner for all purposes. Only
      registered Holders will have rights under the Indenture. 

    


    (11) Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Indenture or the Notes or the Note Guarantees may
      be
      amended or supplemented with the consent of the Holders of at least a majority
      in aggregate principal amount of the then outstanding Notes including Additional
      Notes, if any, voting as a single class (including, without limitation, consents
      obtained in connection with a purchase of, or tender offer or Exchange Offer
      for, Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture,
      any
      existing Default or Event of Default or compliance with any provision of the
      Indenture or the Notes or the Note Guarantees may be waived with the consent
      of
      the Holders of a majority in aggregate principal amount of the then outstanding
      Notes including Additional Notes, if any, voting as a single class (including,
      without limitation, consents obtained in connection with a purchase of, or
      tender offer or Exchange Offer for, Notes). Without the consent of any Holder
      of
      a Note, the Indenture or the Notes or the Note Guarantees may be amended or
      supplemented to cure any ambiguity, defect or inconsistency, to provide for
      uncertificated Notes in addition to or in place of certificated Notes, to
      provide for the assumption of the Company’s or a Guarantor’s obligations to
      Holders of the Notes and Note Guarantees in case of a merger or consolidation,
      to make any change that would provide any additional rights or benefits to
      the
      Holders of the Notes or that does not adversely affect the legal rights under
      the Indenture of any such Holder, to comply with the requirements of the SEC
      in
      order to effect or maintain the qualification of the Indenture under the TIA,
      to
      conform the text of the Indenture, the Note Guarantees or the Notes to any
      provision of the “Description of Notes” section of the Company’s Offering
      Circular dated August 4, 2008, relating to the initial offering of the Notes,
      to
      the extent that such provision in that “Description of Notes” was intended to be
      a verbatim recitation of a provision of the Indenture, the Note Guarantees
      or
      the Notes, to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture, to allow any Guarantor to execute
      a
      supplemental indenture to the Indenture and/or a Note Guarantee with respect
      to
      the Notes, to comply with the rules of any applicable securities depository,
      to
      provide for a successor trustee in accordance with the terms of the Indenture
      or
      to otherwise comply with the requirements of the Indenture, or to add a
      co-issuer or co-obligor of the Notes.

    


    
      
        
        

      

      
        A2-6

        
          

        

      

      
        
        

      

    

    


    (12) Defaults
      and Remedies.
      Events
      of Default include: (i) default for 30 days in the payment when due of interest
      on, or Special Interest, if any, with respect to the Notes; (ii) default in
      the
      payment when due (at maturity, upon redemption or otherwise) of the principal
      of, or premium, if any, on, the Notes, (iii) failure by the Company or any
      of
      its Restricted Subsidiaries for 30 days after notice to the Company by the
      Trustee or Holders of at least 25% in aggregate principal amount of the Notes
      then outstanding voting as a single class to comply with Section 4.10, 4.15
      or
      5.01 of the Indenture; (iv) failure by the Company or any of its Restricted
      Subsidiaries for 60 days after notice to the Company by the Trustee or the
      Holders of at least 25% in aggregate principal amount of the Notes then
      outstanding voting as a single class to comply with any of the other agreements
      in the Indenture; (v) default under certain other agreements relating to
      Indebtedness of the Company which default results in the acceleration of such
      Indebtedness prior to its express maturity; (vi) certain final and
      non-appealable judgments for the payment of money that remain undischarged
      for a
      period of 60 days and, in the event such judgment is covered by insurance,
      an
      enforcement proceeding has been commenced by any creditor upon such judgment
      or
      decree that is not promptly stayed; (vii) except as permitted by the Indenture,
      any Note Guarantee is held in any judicial proceeding to be unenforceable or
      invalid or ceases for any reason to be in full force and effect or any Guarantor
      or any Person acting on its behalf denies or disaffirms its obligations under
      such Guarantor’s Note Guarantee; (viii) certain events of bankruptcy or
      insolvency described in the Indenture with respect to the Company or any
      Restricted Subsidiary of the Company that is a Significant Subsidiary or any
      group of Restricted Subsidiaries of the Company that, taken together, would
      constitute a Significant Subsidiary. If any Event of Default occurs and is
      continuing, the Trustee or the Holders of at least 25% in aggregate principal
      amount of the then outstanding Notes may declare all the Notes to be due and
      payable immediately. Notwithstanding the foregoing, in the case of an Event
      of
      Default arising from certain events of bankruptcy or insolvency (described
      in
      clause (viii) above), all outstanding Notes will become due and payable
      immediately without further action or notice. Holders may not enforce the
      Indenture or the Notes except as provided in the Indenture or the TIA. Subject
      to certain limitations, Holders of a majority in aggregate principal amount
      of
      the then outstanding Notes may direct the Trustee in its exercise of any trust
      or power. The Trustee may withhold from Holders of the Notes notice of any
      continuing Default or Event of Default (except a Default or Event of Default
      relating to the payment of principal or interest or premium or Special Interest,
      if any,) if it determines that withholding notice is in their interest. The
      Holders of a majority in aggregate principal amount of the then outstanding
      Notes by notice to the Trustee may, on behalf of the Holders of all of the
      Notes, rescind an acceleration or waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or Event
      of
      Default in the payment of interest or premium or Special Interest, if any,
      on,
      or the principal of, the Notes. The Company is required to deliver to the
      Trustee annually a statement regarding compliance with the Indenture, and the
      Company is required, upon becoming aware of any Default or Event of Default,
      to
      deliver to the Trustee a statement specifying such Default or Event of
      Default.

     

    
      
        
        

      

      
        A2-7

        
          

        

      

      
        
        

      

    

    


    (13) Trustee
      Dealings with Company.
      The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates, and
      may
      otherwise deal with the Company or its Affiliates, as if it were not the
      Trustee, subject to the relevant provisions of the TIA.

    


    (14) No
      Recourse Against Others.
      A past,
      present or future director, officer, employee, partner, manager, agent, member,
      incorporator (or Person forming any limited liability company) or stockholder
      of
      the Company or any of the Guarantors, as such, will not have any liability
      for
      any obligations of the Company or the Guarantors under the Notes, the Note
      Guarantees, the Registration Rights Agreement or the Indenture or for any claim
      based on, in respect of, or by reason of, such obligations or their creation.
      Each Holder by accepting a Note and a Note Guarantee waives and releases all
      such liability. The waiver and release are part of the consideration for the
      issuance of the Notes and the Note Guarantees. Such waiver may not be effective
      to waive liabilities under the federal securities laws and it is the view of
      the
      SEC that such waiver is against public policy. 

    


    (15) Authentication.
      This
      Note will not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

    


    (16) Abbreviations.
      Customary abbreviations may be used in the name of a Holder or an assignee,
      such
      as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
      TEN
      (= joint tenants with right of survivorship and not as tenants in common),
      CUST
      (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

    


    (17) Additional
      Rights of Holders.
      In
      addition to the rights provided to Holders of Notes under the Indenture, Holders
      of this Regulation S Temporary Global Note will have all the rights set forth
      in
      the Registration Rights Agreement dated as of August 7, 2008, between the
      Company, the Guarantors and the other parties named on the signature pages
      thereof or, in the case of Additional Notes, Holders thereof will have the
      rights set forth in one or more registration rights agreements, if any, between
      the Company, the Guarantors and the other parties thereto, relating to rights
      given by the Company and the Guarantors to the purchasers of any Additional
      Notes (collectively, the “Registration
      Rights Agreement”).

    


    (18) CUSIP
      Numbers.
      Pursuant to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Company has caused CUSIP numbers to be printed
      on
      the Notes, and the Trustee may use CUSIP numbers in notices of redemption as
      a
      convenience to Holders. No representation is made as to the accuracy of such
      numbers either as printed on the Notes or as contained in any notice of
      redemption, and reliance may be placed only on the other identification numbers
      placed thereon.

    


    (19) GOVERNING
      LAW.
      THE
      INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
      INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
      PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
      OF
      ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

    


    The
      Company will furnish to any Holder upon written request and without charge
      a
      copy of the Indenture and/or the Registration Rights Agreement. Requests may
      be
      made to:

    


    
      
        
        

      

      
        A2-8

        
          

        

      

      
        
        

      

    

    


    Aeroflex
      Incorporated


    35
      South
      Service Road


    P.O.
      Box
      6022


    Plainview,
      NY 11803


    Attention:
      John Adamovich, Jr.

     

    
      
        
        

      

      
        A2-9

        
          

        

      

      
        
        

      

    

    
       

      Assignment
        Form

       

      
        
          
            	
                    To
                      assign this Note, fill in the form below:

                  
	 	 
	
                    (I)
                      or (we) assign and transfer this Note to:

                  	 
	 	
                    (Insert
                      assignee’s legal name)

                  


          

        

         

        
          	
                   

                
	
                  (Insert
                    assignee’s soc. sec. or tax I.D. no.)

                
	
                   

                
	
                   

                
	
                   

                
	
                   

                
	
                  (Print
                    or type assignee’s name, address and zip
                    code)

                


        

         

        
          	 	 
	
                  and
                    irrevocably appoint

                	 
	
                  to
                    transfer this Note on the books of the Company. The agent may
                    substitute
                    another to act for him.

                
	 	 
	
                  Date:
                    _______________

                	 


        

         

          	
                	
                	Your
                  Signature:	 
	
                  (Sign
                    exactly as your name appears on the face of this
                    Note)

                


        

         

        

          Signature
            Guarantee*: _________________________

        

        


        *     Participant
          in a recognized Signature Guarantee Medallion Program (or other signature
          guarantor acceptable to the Trustee).

      

       

      
        
          
          

        

        
          A2-10

          
            

          

        

        
          
          

        

      


      Option
        of
        Holder to Elect Purchase

      


      If
        you
        want to elect to have this Note purchased by the Company pursuant to Section
        4.10 or 4.15 of the Indenture, check the appropriate box below:

      

        
          	
                  —Section
                    4.10

                	 	
                  —Section
                    4.15

                


        

      

      


      If
        you
        want to elect to have only part of the Note purchased by the Company pursuant
        to
        Section 4.10 or Section 4.15 of the Indenture, state the amount you elect
        to
        have purchased:

      


      $_______________

      


      Date:
        _______________ 

      
        

          
            	
                    Your Signature:

                  	 
	
                    (Sign
                      exactly as your name appears on the face of this
                      Note)

                  


          

        

      

       

      
        	
                
                  Tax
                    Identification
                    No.:________________________________

                

              


      

       

      Signature
        Guarantee*: _________________________

       

      * Participant
        in a recognized Signature Guarantee Medallion Program (or other signature
        guarantor acceptable to the Trustee).

       

      
        
          
          

        

        
          A2-11

          
            

          

        

        
          
          

        

      

    


    Schedule
      of Exchanges of Interests in the Regulation S Temporary Global Note

    


    The
      following exchanges of a part of this Regulation S Temporary Global Note for
      an
      interest in another Global Note, or exchanges of a part of another other
      Restricted Global Note for an interest in this Regulation S Temporary Global
      Note, have been made:

    


    


    
      	
              Date
                of Exchange

            	 	
              Amount
                of decrease in

              Principal
                Amount 

              [at
                maturity] of 

              this
                Global Note

            	 	
              Amount
                of increase in

              Principal
                Amount 

              [at
                maturity] of 

              this
                Global Note

            	 	
              Principal
                Amount 

              [at
                maturity] of this

              Global
                Note following

              such
                decrease 

              (or
                increase)

            	 	
              Signature
                of authorized

              officer
                of Trustee or

              Custodian

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        A2-12

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        B

       

    

    FORM
      OF
      CERTIFICATE OF TRANSFER

    


    Aeroflex
      Incorporated


    35
      South
      Service Road


    P.O.
      Box
      6022


    Plainview,
      NY 11803

    


    The
      Bank
      of New York Mellon

    101
      Barclay Street, 8W

    New
      York,
      New York 10286

    


    Re:
      11.75%
      Senior Notes due 2015

    


    Reference
      is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”),
      between Aeroflex Incorporated, as issuer (the “Company”),
      the
      Guarantors party thereto and The Bank of New York Mellon, as trustee.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Indenture.

    


    ___________________,
      (the “Transferor”)
      owns
      and proposes to transfer the Note[s]
      or
      interest in such Note[s]
      specified in Annex A hereto, in the principal amount of $___________ in such
      Note[s]
      or
      interests (the “Transfer”),
      to
      ___________________________ (the “Transferee”),
      as
      further specified in Annex A hereto. In connection with the Transfer, the
      Transferor hereby certifies that:

    


    [CHECK
      ALL
      THAT APPLY]

    


    1.
o Check
      if Transferee will take delivery of a beneficial interest in the 144A Global
      Note or a Restricted Definitive Note pursuant to Rule
      144A.
      The
      Transfer is being effected pursuant to and in accordance with Rule 144A under
      the Securities Act of 1933, as amended (the “Securities
      Act”),
      and,
      accordingly, the Transferor hereby further certifies that the beneficial
      interest or Definitive Note is being transferred to a Person that the Transferor
      reasonably believes is purchasing the beneficial interest or Definitive Note
      for
      its own account, or for one or more accounts with respect to which such Person
      exercises sole investment discretion, and such Person and each such account
      is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
      meeting the requirements of Rule 144A, and such Transfer is in compliance with
      any applicable blue sky securities laws of any state of the United States.
      Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will be
      subject to the restrictions on transfer enumerated in the Private Placement
      Legend printed on the 144A Global Note and/or the Restricted Definitive Note
      and
      in the Indenture and the Securities Act.

    


    2.
      o Check
      if Transferee will take delivery of a beneficial interest in the Regulation
      S
      Temporary Permanent Global Note, the Regulation S Permanent Global Note or
      a
      Restricted Definitive Note pursuant to Regulation S.
      The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and, accordingly, the Transferor hereby further
      certifies that (i) the Transfer is not being made to a Person in the United
      States and (x) at the time the buy order was originated, the Transferee was
      outside the United States or such Transferor and any Person acting on its behalf
      reasonably believed and believes that the Transferee was outside the United
      States or (y) the transaction was executed in, on or through the facilities
      of a
      designated offshore securities market and neither such Transferor nor any Person
      acting on its behalf knows that the transaction was prearranged with a buyer
      in
      the United States, (ii) no directed selling efforts have been made in
      contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
      S
      under the Securities Act, (iii) the transaction is not part of a plan or scheme
      to evade the registration requirements of the Securities Act and (iv) if the
      proposed transfer is being made prior to the expiration of the Restricted
      Period, the transfer is not being made to a U.S. Person or for the account
      or
      benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
      of
      the proposed transfer in accordance with the terms of the Indenture, the
      transferred beneficial interest or Definitive Note will be subject to the
      restrictions on Transfer enumerated in the Private Placement Legend printed
      on
      the Regulation S Permanent Global Note, the Regulation S Temporary Global Note
      and/or the Restricted Definitive Note and in the Indenture and the Securities
      Act.

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


    3.
      o Check
      and complete if Transferee will take delivery of a beneficial interest in the
      IAI Global Note or a Restricted Definitive Note pursuant to any provision of
      the
      Securities Act other than Rule 144A or Regulation S.
      The
      Transfer is being effected in compliance with the transfer restrictions
      applicable to beneficial interests in Restricted Global Notes and Restricted
      Definitive Notes and pursuant to and in accordance with the Securities Act
      and
      any applicable blue sky securities laws of any state of the United States,
      and
      accordingly the Transferor hereby further certifies that (check
      one):

    


    
      (a)osuch
        Transfer is being effected pursuant to and in accordance with Rule 144 under
        the
        Securities Act;

    

    


    or

    


    
      (b)o such
        Transfer is being effected to the Company or a subsidiary
        thereof;

    

    


    or

    


    
      
        (c)o such
          Transfer is being effected pursuant to an effective registration statement
          under
          the Securities Act and in compliance with the prospectus delivery requirements
          of the Securities Act;

      

    

    


    or

    


    (d)
o 
      such
      Transfer is being effected to an Institutional Accredited Investor and pursuant
      to an exemption from the registration requirements of the Securities Act other
      than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby
      further certifies that it has not engaged in any general solicitation within
      the
      meaning of Regulation D under the Securities Act and the Transfer complies
      with
      the transfer restrictions applicable to beneficial interests in a Restricted
      Global Note or Restricted Definitive Notes and the requirements of the exemption
      claimed, which certification is supported by a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and an Opinion of Counsel
      provided by the Transferor or the Transferee (a copy of which the Transferor
      has
      attached to this certification), to the effect that such Transfer is in
      compliance with the Securities Act. Upon consummation of the proposed transfer
      in accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the IAI Global Note and/or
      the Restricted Definitive Notes and in the Indenture and the Securities
      Act.

    


    4.  o
Check
      if Transferee will take delivery of a beneficial interest in an Unrestricted
      Global Note or of an Unrestricted Definitive Note.

    


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    (a)
      o Check
      if Transfer is pursuant to Rule 144.
      (i) The
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act and in compliance with the transfer restrictions contained in
      the
      Indenture and any applicable blue sky securities laws of any state of the United
      States and (ii) the restrictions on transfer contained in the Indenture and
      the
      Private Placement Legend are not required in order to maintain compliance with
      the Securities Act. Upon consummation of the proposed Transfer in accordance
      with the terms of the Indenture, the transferred beneficial interest or
      Definitive Note will no longer be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes, on Restricted Definitive Notes and in the Indenture.

    


    (b)
      o Check
      if Transfer is Pursuant to Regulation S.
      (i) The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and in compliance with the transfer restrictions
      contained in the Indenture and any applicable blue sky securities laws of any
      state of the United States and (ii) the restrictions on transfer contained
      in
      the Indenture and the Private Placement Legend are not required in order to
      maintain compliance with the Securities Act. Upon consummation of the proposed
      Transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Definitive Note will no longer be subject to the
      restrictions on transfer enumerated in the Private Placement Legend printed
      on
      the Restricted Global Notes, on Restricted Definitive Notes and in the
      Indenture.

    


    (c)
      o Check
      if Transfer is Pursuant to Other Exemption.
      (i) The
      Transfer is being effected pursuant to and in compliance with an exemption
      from
      the registration requirements of the Securities Act other than Rule 144, Rule
      903 or Rule 904 and in compliance with the transfer restrictions contained
      in
      the Indenture and any applicable blue sky securities laws of any State of the
      United States and (ii) the restrictions on transfer contained in the Indenture
      and the Private Placement Legend are not required in order to maintain
      compliance with the Securities Act. Upon consummation of the proposed Transfer
      in accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will not be subject to the restrictions on transfer
      enumerated in the Private Placement Legend printed on the Restricted Global
      Notes or Restricted Definitive Notes and in the Indenture.

    


    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

    

      
        	 
	
                [Name
                  of Transferor]

              
	 
	 
	 	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

    

     

    Dated:
      _______________________

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A
      TO CERTIFICATE OF TRANSFER

    


    1. The
      Transferor owns and proposes to transfer the following:

    


    [CHECK
      ONE
      OF (a) OR (b)]

    


    (a)
o  a
      beneficial interest in the:

    


    (i)   o
      144A
      Global Note (CUSIP _________), or

    


    (ii) 
      o
      Regulation S Global Note (CUSIP _________), or

    


    (iii)
      o
      IAI
      Global Note (CUSIP _________); or

    


    (b)
oa
      Restricted Definitive Note.

    


    2. After
      the
      Transfer the Transferee will hold:

    


    [CHECK
      ONE]

    


    (a)
o
a
      beneficial interest in the:

    


    (i)   o
      144A
      Global Note (CUSIP _________), or

     

    (ii) 
      o
      Regulation S Global Note (CUSIP _________), or

    


    (iii)
      o
      IAI
      Global Note (CUSIP _________); or

    


    (iv)
      oUnrestricted
      Global Note (CUSIP _________); or

    


    (b)
oa
      Restricted Definitive Note; or

    


    (c)
oan
      Unrestricted Definitive Note,

    


    in
      accordance with the terms of the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
        C

      


      FORM
        OF
        CERTIFICATE OF EXCHANGE

       

      Aeroflex
        Incorporated 

      35
        South
        Service Road

      P.O.
        Box
        6022

      Plainview,
        NY 11803

       

      The
        Bank
        of New York Mellon

      101
        Barclay Street, 8W

      New
        York,
        New York 10286

       

      Re:
        Aeroflex
        Incorporated 11.75% Senior Notes due 2015

       

      (CUSIP
        ______________)

       

      Reference
        is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”),
        between Aeroflex Incorporated, as issuer (the “Company”),
        the
        Guarantors party thereto and the Bank of New York Mellon, as trustee.
        Capitalized terms used but not defined herein shall have the meanings given
        to
        them in the Indenture.

       

      __________________________,
        (the “Owner”)
        owns
        and proposes to exchange the Note[s]
        or
        interest in such Note[s]
        specified herein, in the principal amount of $____________ in such
        Note[s]
        or
        interests (the “Exchange”).
        In
        connection with the Exchange, the Owner hereby certifies that:

       

      1. Exchange
        of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
        Note for Unrestricted Definitive Notes or Beneficial Interests in an
        Unrestricted Global Note

       

      (a)
         ̈ Check
        if Exchange is from beneficial interest in a Restricted Global Note to
        beneficial interest in an Unrestricted Global Note.
        In
        connection with the Exchange of the Owner’s beneficial interest in a Restricted
        Global Note for a beneficial interest in an Unrestricted Global Note in an
        equal
        principal amount, the Owner hereby certifies (i) the beneficial interest
        is
        being acquired for the Owner’s own account without transfer, (ii) such Exchange
        has been effected in compliance with the transfer restrictions applicable
        to the
        Global Notes and pursuant to and in accordance with the Securities Act of
        1933,
        as amended (the “Securities
        Act”),
        (iii)
        the restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with the
        Securities Act and (iv) the beneficial interest in an Unrestricted Global
        Note
        is being acquired in compliance with any applicable blue sky securities laws
        of
        any state of the United States.

       

      (b)
         ̈ Check
        if Exchange is from beneficial interest in a Restricted Global Note to
        Unrestricted Definitive Note.
        In
        connection with the Exchange of the Owner’s beneficial interest in a Restricted
        Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
        (i)
        the Definitive Note is being acquired for the Owner’s own account without
        transfer, (ii) such Exchange has been effected in compliance with the transfer
        restrictions applicable to the Restricted Global Notes and pursuant to and
        in
        accordance with the Securities Act, (iii) the restrictions on transfer contained
        in the Indenture and the Private Placement Legend are not required in order
        to
        maintain compliance with the Securities Act and (iv) the Definitive Note
        is
        being acquired in compliance with any applicable blue sky securities laws
        of any
        state of the United States.

       

      
        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

      

      


      (c)
         ̈ Check
        if Exchange is from Restricted Definitive Note to beneficial interest in
        an
        Unrestricted Global Note.
        In
        connection with the Owner’s Exchange of a Restricted Definitive Note for a
        beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
        (i) the beneficial interest is being acquired for the Owner’s own account
        without transfer, (ii) such Exchange has been effected in compliance with
        the
        transfer restrictions applicable to Restricted Definitive Notes and pursuant
        to
        and in accordance with the Securities Act, (iii) the restrictions on transfer
        contained in the Indenture and the Private Placement Legend are not required
        in
        order to maintain compliance with the Securities Act and (iv) the beneficial
        interest is being acquired in compliance with any applicable blue sky securities
        laws of any state of the United States.

       

      (d)
         ̈ Check
        if Exchange is from Restricted Definitive Note to Unrestricted Definitive
        Note.
        In
        connection with the Owner’s Exchange of a Restricted Definitive Note for an
        Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
        Definitive Note is being acquired for the Owner’s own account without transfer,
        (ii) such Exchange has been effected in compliance with the transfer
        restrictions applicable to Restricted Definitive Notes and pursuant to and
        in
        accordance with the Securities Act, (iii) the restrictions on transfer contained
        in the Indenture and the Private Placement Legend are not required in order
        to
        maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
        Note is being acquired in compliance with any applicable blue sky securities
        laws of any state of the United States.

       

      2. Exchange
        of Restricted Definitive Notes or Beneficial Interests in Restricted Global
        Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
        Global Notes

       

      (a)
         ̈ Check
        if Exchange is from beneficial interest in a Restricted Global Note to
        Restricted Definitive Note.
        In
        connection with the Exchange of the Owner’s beneficial interest in a Restricted
        Global Note for a Restricted Definitive Note with an equal principal amount,
        the
        Owner hereby certifies that the Restricted Definitive Note is being acquired
        for
        the Owner’s own account without transfer. Upon consummation of the proposed
        Exchange in accordance with the terms of the Indenture, the Restricted
        Definitive Note issued will continue to be subject to the restrictions on
        transfer enumerated in the Private Placement Legend printed on the Restricted
        Definitive Note and in the Indenture and the Securities Act.

       

      (b)
         ̈ Check
        if Exchange is from Restricted Definitive Note to beneficial interest in
        a
        Restricted Global Note.
        In
        connection with the Exchange of the Owner’s Restricted Definitive Note for a
        beneficial interest in the [CHECK
        ONE]  ̈
        144A
        Global Note,  ̈
        Regulation S Global Note,  ̈
        IAI
        Global Note with an equal principal amount, the Owner hereby certifies (i)
        the
        beneficial interest is being acquired for the Owner’s own account without
        transfer and (ii) such Exchange has been effected in compliance with the
        transfer restrictions applicable to the Restricted Global Notes and pursuant
        to
        and in accordance with the Securities Act, and in compliance with any applicable
        blue sky securities laws of any state of the United States. Upon consummation
        of
        the proposed Exchange in accordance with the terms of the Indenture, the
        beneficial interest issued will be subject to the restrictions on transfer
        enumerated in the Private Placement Legend printed on the relevant Restricted
        Global Note and in the Indenture and the Securities Act.

       

      
        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        

      

      


      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Company.

       

      
        	 	
                 

              
	 	
                [Name
                  of Transferor]

              
	 	 
	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      

       

      Dated:
        ______________________

       

      
        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        D

      


      FORM
        OF
        CERTIFICATE FROM

      ACQUIRING
        INSTITUTIONAL ACCREDITED INVESTOR

      


      Aeroflex
        Incorporated 

      35
        South
        Service Road

      P.O.
        Box
        6022

      Plainview,
        NY 11803

       

      The
        Bank
        of New York Mellon

      101
        Barclay Street, 8W

      New
        York,
        New York 10286

       

      Re:
        Aeroflex
        Incorporated 11.75% Senior Notes due 2015

       

      Reference
        is hereby made to the Indenture, dated as of August 7, 2008 (the “Indenture”),
        between Aeroflex
        Incorporated, as issuer (the “Company”),
        the
        Guarantors party thereto and The Bank of New York Mellon, as trustee.
        Capitalized terms used but not defined herein shall have the meanings given
        to
        them in the Indenture.

       

      In
        connection with our proposed purchase of $____________ aggregate principal
        amount of:

       

      (a)
         ̈
        a
        beneficial interest in a Global Note, or

       

      (b)
         ̈
        a
        Definitive Note,

       

      we
        confirm that:

       

      1. We
        understand that any subsequent transfer of the Notes or any interest therein
        is
        subject to certain restrictions and conditions set forth in the Indenture
        and
        the undersigned agrees to be bound by, and not to resell, pledge or otherwise
        transfer the Notes or any interest therein except in compliance with, such
        restrictions and conditions and the Securities Act of 1933, as amended (the
        “Securities
        Act”).

       

      2. We
        understand that the offer and sale of the Notes have not been registered
        under
        the Securities Act, and that the Notes and any interest therein may not be
        offered or sold except as permitted in the following sentence. We agree,
        on our
        own behalf and on behalf of any accounts for which we are acting as hereinafter
        stated, that if we should sell the Notes or any interest therein, we will
        do so
        only (A) to the Company or any subsidiary thereof, (B) in accordance with
        Rule
        144A under the Securities Act to a “qualified institutional buyer” (as defined
        therein), (C) to an institutional “accredited investor” (as defined below) that,
        prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
        broker-dealer) to you and to the Company a signed letter substantially in
        the
        form of this letter and an Opinion of Counsel in form reasonably acceptable
        to
        the Company to the effect that such transfer is in compliance with the
        Securities Act, (D) outside the United States in accordance with Rule 904
        of
        Regulation S under the Securities Act, (E) pursuant to the provisions of
        Rule
        144(k) under the Securities Act or (F) pursuant to an effective registration
        statement under the Securities Act, and we further agree to provide to any
        Person purchasing the Definitive Note or beneficial interest in a Global
        Note
        from us in a transaction meeting the requirements of clauses (A) through
        (E) of
        this paragraph a notice advising such purchaser that resales thereof are
        restricted as stated herein.

       

      3. We
        understand that, on any proposed resale of the Notes or beneficial interest
        therein, we will be required to furnish to you and the Company such
        certifications, legal opinions and other information as you and the Company
        may
        reasonably require to confirm that the proposed sale complies with the foregoing
        restrictions. We further understand that the Notes purchased by us will bear
        a
        legend to the foregoing effect.


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


      4. We
        are an
        institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
        (7) of Regulation D under the Securities Act) and have such knowledge and
        experience in financial and business matters as to be capable of evaluating
        the
        merits and risks of our investment in the Notes, and we and any accounts
        for
        which we are acting are each able to bear the economic risk of our or its
        investment.

       

      5. We
        are
        acquiring the Notes or beneficial interest therein purchased by us for our
        own
        account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
        discretion.

       

      You
        and
        the Company are entitled to rely upon this letter and are irrevocably authorized
        to produce this letter or a copy hereof to any interested party in any
        administrative or legal proceedings or official inquiry with respect to the
        matters covered hereby.

       

      
        	 

	 	
                [Insert
                  Name of Accredited Investor]

              
	 	 
	 	 
	
                By:

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      

       

      Dated:
        _______________________

       

      
        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        E

      


      FORM
        OF
        NOTATION OF GUARANTEE

       

      For
        value
        received, each Guarantor (which term includes any successor Person under
        the
        Indenture) has, jointly and severally, unconditionally guaranteed, to the
        extent
        set forth in the Indenture and subject to the provisions in the Indenture
        dated
        as of August 7, 2008 (the “Indenture”)
        between Aeroflex Incorporated, (the “Company”),
        the
        Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”),
        (a)
        the due and punctual payment of the principal of, premium and Special Interest,
        if any, and interest on, the Notes, whether at maturity, by acceleration,
        redemption or otherwise, the due and punctual payment of (including any
        interest, if lawful, on overdue principal of, and interest or Special Interest,
        if any, on the Notes), the due and punctual performance of all other Obligations
        of the Company to the Holders or the Trustee all in accordance with the terms
        of
        the Indenture and (b) in case of any extension of time of payment or renewal
        of
        any Notes or any of such other Obligations, that the same will be promptly
        paid
        in full when due or performed in accordance with the terms of the extension
        or
        renewal, whether at stated maturity, by acceleration or otherwise. The
        obligations of the Guarantors to the Holders of Notes and to the Trustee
        pursuant to the Note Guarantee and the Indenture are expressly set forth
        in
        Article 10 of the Indenture and reference is hereby made to the Indenture
        for
        the precise terms of the Note Guarantee. 

       

      Capitalized
        terms used but not defined herein have the meanings given to them in the
        Indenture.

       

      
        	
                [Name
                  of Guarantor(s)] 

              
	 	 
	 	 
	
                By:
                  

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              


      


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

      


      FORM
        OF
        SUPPLEMENTAL INDENTURE

      TO
        BE
        DELIVERED BY SUBSEQUENT GUARANTORS

       

      Supplemental
        Indenture
        (this
“Supplemental
        Indenture”),
        dated
        as of ________________, 200__, between _________________ (the “Guaranteeing
        Subsidiary”),
        a
        subsidiary of Aeroflex Incorporated (or its permitted successor), a Delaware
        corporation (the “Company”),
        the
        Company, the other Guarantors (as defined in the Indenture referred to herein)
        and The Bank of New York Mellon, as trustee under the Indenture referred
        to
        below (the “Trustee”).

       

      WITNESSETH

       

      WHEREAS,
        the Company has heretofore executed and delivered to the Trustee an indenture
        (the “Indenture”),
        dated
        as of August 7, 2008 providing for the issuance of 11.75% Senior Notes due
        2015
        (the “Notes”);

       

      WHEREAS,
        the Indenture provides that under certain circumstances the Guaranteeing
        Subsidiary shall execute and deliver to the Trustee a supplemental indenture
        pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
        all of the Company’s Obligations under the Notes and the Indenture on the terms
        and conditions set forth herein (the “Note
        Guarantee”);
        and

       

      WHEREAS,
        pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
        and deliver this Supplemental Indenture.

       

      NOW,
        THEREFORE, in consideration of the foregoing and for other good and valuable
        consideration, the receipt of which is hereby acknowledged, the Guaranteeing
        Subsidiary and the Trustee mutually covenant and agree for the equal and
        ratable
        benefit of the Holders of the Notes as follows:

       

      1. Capitalized
        Terms.
        Capitalized terms used herein without definition shall have the meanings
        assigned to them in the Indenture.

       

      2. Agreement
        to Guarantee.
        The
        Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee
        on
        the terms and subject to the conditions set forth in the Note Guarantee and
        in
        the Indenture including but not limited to Article 10 thereof.

       

      3. No
        Recourse Against Others.
        No
        past, present or future director, officer, employee, partner, manager,
        incorporator (or Persons forming a limited liability company), stockholder
        or
        agent or member of the Guaranteeing Subsidiary, as such, shall have any
        liability for any obligations of the Company or any Guaranteeing Subsidiary
        under the Notes, any Note Guarantees, the Indenture, the Registration Rights
        Agreement or this Supplemental Indenture or for any claim based on, in respect
        of, or by reason of, such obligations or their creation. Each Holder of the
        Notes by accepting a Note and a Note Guarantee waives and releases all such
        liability. The waiver and release are part of the consideration for issuance
        of
        the Notes and the Note Guarantees. Such waiver may not be effective to waive
        liabilities under the federal securities laws and it is the view of the SEC
        that
        such a waiver is against public policy.

       

      4. NEW
        YORK
        LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
        BE
        USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
        PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE
        LAWS OF
        ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


      
        
          
          

        

        
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      EXHIBIT
        F

       

      5. Counterparts.
        The
        parties may sign any number of copies of this Supplemental Indenture. Each
        signed copy shall be an original, but all of them together represent the
        same
        agreement.

       

      6. Effect
        of
        Headings.
        The
        Section headings herein are for convenience only and shall not affect the
        construction hereof.

       

      7. The
        Trustee.
        The
        Trustee shall not be responsible in any manner whatsoever for or in respect
        of
        the validity or sufficiency of this Supplemental Indenture or for or in respect
        of the recitals contained herein, all of which recitals are made solely by
        the
        Guaranteeing Subsidiary and the Company.


      
        
          
          

        

        
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      EXHIBIT
        F

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
        to
        be duly executed and attested, all as of the date first above
        written.

       

      Dated:
        _______________, 20___

       

      
        	
                [Guaranteeing
                  Subsidiary]

              
	 	 
	
                By:
                  

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                Aeroflex
                  Incorporated

              
	 
	
                By:
                  

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                [Existing
                  Guarantors]

              
	 
	
                By:
                  

              	
                 

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	
                The
                  Bank of New York Mellon,

              
	
                as
                  Trustee

              
	 
	
                By:
                  

              	
                 

              
	 	
                Authorized
                  Signatory

              


      


      
        
          
          

        

        
          F-3