Unassociated Document


    
      
        

      


      RADNET
MANAGEMENT, INC.

       

      AND EACH
OF THE GUARANTORS PARTY HERETO

       

      $200,000,000

       

      103⁄8%
SENIOR NOTES DUE 2018

       

      
        
          

        

      

       

      INDENTURE

       

      Dated as
of April 6, 2010

       


        
          

        

      

       

      U.S. BANK
NATIONAL ASSOCIATION

       

      as
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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 
      	 
      	 
      	
                                              Page

                                            
	 
      	 
      	 
      	 
      	 
      
	
                                              ARTICLE
      1

                                            
	
                                              DEFINITIONS
      AND INCORPORATION

                                            
	
                                              BY
      REFERENCE

                                            
	 
	
                                              Section
      1.01

                                            	 
      	
                                              Definitions

                                            	 
      	
                                              1

                                            
	
                                              Section
      1.02

                                            	 
      	
                                              Other
      Definitions

                                            	 
      	
                                              21

                                            
	
                                              Section
      1.03

                                            	 
      	
                                              Incorporation
      by Reference of Trust Indenture Act

                                            	 
      	
                                              21

                                            
	
                                              Section
      1.04

                                            	 
      	
                                              Rules
      of Construction

                                            	 
      	
                                              22

                                            
	 	 	 	 	 
	
                                              ARTICLE
      2

                                            
	
                                              THE
      NOTES

                                            
	 
	
                                              Section
      2.01

                                            	 
      	
                                              Form
      and Dating

                                            	 
      	
                                              22

                                            
	
                                              Section
      2.02

                                            	 
      	
                                              Execution
      and Authentication

                                            	 
      	
                                              23

                                            
	
                                              Section
      2.03

                                            	 
      	
                                              Registrar
      and Paying Agent

                                            	 
      	
                                              23

                                            
	
                                              Section
      2.04

                                            	 
      	
                                              Paying
      Agent to Hold Money in Trust

                                            	 
      	
                                              23

                                            
	
                                              Section
      2.05

                                            	 
      	
                                              Holder
      Lists

                                            	 
      	
                                              24

                                            
	
                                              Section
      2.06

                                            	 
      	
                                              Transfer
      and Exchange

                                            	 
      	
                                              24

                                            
	
                                              Section
      2.07

                                            	 
      	
                                              Replacement
      Notes

                                            	 
      	
                                              35

                                            
	
                                              Section
      2.08

                                            	 
      	
                                              Outstanding
      Notes

                                            	 
      	
                                              36

                                            
	
                                              Section
      2.09

                                            	 
      	
                                              Treasury
      Notes

                                            	 
      	
                                              36

                                            
	
                                              Section
      2.10

                                            	 
      	
                                              Temporary
      Notes

                                            	 
      	
                                              36

                                            
	
                                              Section
      2.11

                                            	 
      	
                                              Cancellation

                                            	 
      	
                                              36

                                            
	
                                              Section
      2.12

                                            	 
      	
                                              Defaulted
      Interest

                                            	 
      	
                                              37

                                            
	 	 	 	 	 
	
                                              ARTICLE
      3

                                            
	
                                              REDEMPTION
      AND PREPAYMENT

                                            
	 
	
                                              Section
      3.01

                                            	 
      	
                                              Notices
      to Trustee

                                            	 
      	
                                              37

                                            
	
                                              Section
      3.02

                                            	 
      	
                                              Selection
      of Notes to Be Redeemed or Purchased

                                            	 
      	
                                              37

                                            
	
                                              Section
      3.03

                                            	 
      	
                                              Notice
      of Redemption

                                            	 
      	
                                              38

                                            
	
                                              Section
      3.04

                                            	 
      	
                                              Effect
      of Notice of Redemption

                                            	 
      	
                                              38

                                            
	
                                              Section
      3.05

                                            	 
      	
                                              Deposit
      of Redemption or Purchase Price

                                            	 
      	
                                              39

                                            
	
                                              Section
      3.06

                                            	 
      	
                                              Notes
      Redeemed or Purchased in Part

                                            	 
      	
                                              39

                                            
	
                                              Section
      3.07

                                            	 
      	
                                              Optional
      Redemption

                                            	 
      	
                                              39

                                            
	
                                              Section
      3.08

                                            	 
      	
                                              Mandatory
      Redemption

                                            	 
      	
                                              40

                                            
	
                                              Section
      3.09

                                            	 
      	
                                              Offer
      to Purchase by Application of Excess Proceeds

                                            	 
      	
                                              40

                                            
	 	 	 	 	 
	
                                              ARTICLE
      4

                                            
	
                                              COVENANTS

                                            
	 
	
                                              Section
      4.01

                                            	 
      	
                                              Payment
      of Notes

                                            	 
      	
                                              42

                                            
	
                                              Section
      4.02

                                            	 
      	
                                              Maintenance
      of Office or Agency

                                            	 
      	
                                              42

                                            
	
                                              Section
      4.03

                                            	 
      	
                                              Reports

                                            	 
      	
                                              43

                                            
	
                                              Section
      4.04

                                            	 
      	
                                              Compliance
      Certificate

                                            	 
      	
                                              44

                                            
	
                                              Section
      4.05

                                            	 
      	
                                              Taxes

                                            	 
      	
                                              44

                                            
	
                                              Section
      4.06

                                            	 
      	
                                              Stay,
      Extension and Usury Laws

                                            	 
      	
                                              44

                                            
	
                                              Section
      4.07

                                            	 
      	
                                              Restricted
      Payments

                                            	 
      	
                                              44

                                            
	
                                              Section
      4.08

                                            	 
      	
                                              Dividend
      and Other Payment Restrictions Affecting Restricted
      Subsidiaries

                                            	 
      	
                                              48

                                            
	
                                              Section
      4.09

                                            	 
      	
                                              Incurrence
      of Indebtedness and Issuance of Preferred Stock

                                            	 
      	
                                              50

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        COPYRIGHT
2009 LATHAM & WATKINS LLP

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	 
      	 
      	
                                      Page

                                    
	 
      	 
      	 
      	 
      	 
      
	
                                      Section
      4.10

                                    	 
      	
                                      Asset
      Sales

                                    	 
      	
                                      53

                                    
	
                                      Section
      4.11

                                    	 
      	
                                      Transactions
      with Affiliates

                                    	 
      	
                                      55

                                    
	
                                      Section
      4.12

                                    	 
      	
                                      Liens

                                    	 
      	
                                      56

                                    
	
                                      Section
      4.13

                                    	 
      	
                                      Offer
      to Repurchase Upon Change of Control

                                    	 
      	
                                      56

                                    
	
                                      Section
      4.14

                                    	 
      	
                                      Additional
      Note Guarantees

                                    	 
      	
                                      57

                                    
	
                                      Section
      4.15

                                    	 
      	
                                      Designation
      of Restricted and Unrestricted Subsidiaries

                                    	 
      	
                                      58

                                    
	 	 	 	 	 
	
                                      ARTICLE
      5

                                    
	
                                      SUCCESSORS

                                    
	 
	
                                      Section
      5.01

                                    	 
      	
                                      Merger,
      Consolidation or Sale of Assets

                                    	 
      	
                                      58

                                    
	
                                      Section
      5.02

                                    	 
      	
                                      Successor
      Corporation Substituted

                                    	 
      	
                                      60

                                    
	 	 	 	 	 
	
                                      ARTICLE
      6

                                    
	
                                      DEFAULTS
      AND REMEDIES

                                    
	 
	
                                      Section
      6.01

                                    	 
      	
                                      Events
      of Default

                                    	 
      	
                                      60

                                    
	
                                      Section
      6.02

                                    	 
      	
                                      Acceleration

                                    	 
      	
                                      62

                                    
	
                                      Section
      6.03

                                    	 
      	
                                      Other
      Remedies

                                    	 
      	
                                      62

                                    
	
                                      Section
      6.04

                                    	 
      	
                                      Waiver
      of Past Defaults

                                    	 
      	
                                      62

                                    
	
                                      Section
      6.05

                                    	 
      	
                                      Control
      by Majority

                                    	 
      	
                                      63

                                    
	
                                      Section
      6.06

                                    	 
      	
                                      Limitation
      on Suits

                                    	 
      	
                                      63

                                    
	
                                      Section
      6.07

                                    	 
      	
                                      Rights
      of Holders of Notes to Receive Payment

                                    	 
      	
                                      63

                                    
	
                                      Section
      6.08

                                    	 
      	
                                      Collection
      Suit by Trustee

                                    	 
      	
                                      63

                                    
	
                                      Section
      6.09

                                    	 
      	
                                      Trustee
      May File Proofs of Claim

                                    	 
      	
                                      64

                                    
	
                                      Section
      6.10

                                    	 
      	
                                      Priorities

                                    	 
      	
                                      64

                                    
	
                                      Section
      6.11

                                    	 
      	
                                      Undertaking
      for Costs

                                    	 
      	
                                      64

                                    
	 	 	 	 	 
	
                                      ARTICLE
      7

                                    
	
                                      TRUSTEE

                                    
	 
	
                                      Section
      7.01

                                    	 
      	
                                      Duties
      of Trustee

                                    	 
      	
                                      65

                                    
	
                                      Section
      7.02

                                    	 
      	
                                      Rights
      of Trustee

                                    	 
      	
                                      66

                                    
	
                                      Section
      7.03

                                    	 
      	
                                      Individual
      Rights of Trustee

                                    	 
      	
                                      67

                                    
	
                                      Section
      7.04

                                    	 
      	
                                      Trustee’s
      Disclaimer

                                    	 
      	
                                      67

                                    
	
                                      Section
      7.05

                                    	 
      	
                                      Notice
      of Defaults

                                    	 
      	
                                      67

                                    
	
                                      Section
      7.06

                                    	 
      	
                                      Reports
      by Trustee to Holders of the Notes

                                    	 
      	
                                      67

                                    
	
                                      Section
      7.07

                                    	 
      	
                                      Compensation
      and Indemnity

                                    	 
      	
                                      67

                                    
	
                                      Section
      7.08

                                    	 
      	
                                      Replacement
      of Trustee

                                    	 
      	
                                      68

                                    
	
                                      Section
      7.09

                                    	 
      	
                                      Successor
      Trustee by Merger, etc

                                    	 
      	
                                      69

                                    
	
                                      Section
      7.10

                                    	 
      	
                                      Eligibility;
      Disqualification

                                    	 
      	
                                      69

                                    
	
                                      Section
      7.11

                                    	 
      	
                                      Preferential
      Collection of Claims Against Company

                                    	 
      	
                                      69

                                    
	 	 	 	 	 
	
                                      ARTICLE
      8

                                    
	
                                      LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

                                    
	 
	
                                      Section
      8.01

                                    	 
      	
                                      Option
      to Effect Legal Defeasance or Covenant Defeasance

                                    	 
      	
                                      70

                                    
	
                                      Section
      8.02

                                    	 
      	
                                      Legal
      Defeasance and Discharge

                                    	 
      	
                                      70

                                    
	
                                      Section
      8.03

                                    	 
      	
                                      Covenant
      Defeasance

                                    	 
      	
                                      70

                                    
	
                                      Section
      8.04

                                    	 
      	
                                      Conditions
      to Legal or Covenant Defeasance

                                    	 
      	
                                      71

                                    
	
                                      Section
      8.05

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

                                    	 
      	
                                      72

                                    
	
                                      Section
      8.06

                                    	 
      	
                                      Repayment
      to Company

                                    	 
      	
                                      72

                                    
	
                                      Section
      8.07

                                    	 
      	
                                      Reinstatement

                                    	 
      	
                                      73

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      	 
      	
                                    Page

                                  
	 
	
                                    ARTICLE
      9

                                  
	
                                    AMENDMENT,
      SUPPLEMENT AND WAIVER

                                  
	 
	
                                    Section
      9.01

                                  	 
      	
                                    Without
      Consent of Holders of Notes

                                  	 
      	
                                    73

                                  
	
                                    Section
      9.02

                                  	 
      	
                                    With
      Consent of Holders of Notes

                                  	 
      	
                                    74

                                  
	
                                    Section
      9.03

                                  	 
      	
                                    Compliance
      with Trust Indenture Act

                                  	 
      	
                                    75

                                  
	
                                    Section
      9.04

                                  	 
      	
                                    Revocation
      and Effect of Consents

                                  	 
      	
                                    75

                                  
	
                                    Section
      9.05

                                  	 
      	
                                    Notation
      on or Exchange of Notes

                                  	 
      	
                                    75

                                  
	
                                    Section
      9.06

                                  	 
      	
                                    Trustee
      to Sign Amendments, etc

                                  	 
      	
                                    75

                                  
	
                                    Section
      9.07

                                  	 
      	
                                    Payments
      for Consent

                                  	 
      	
                                    75

                                  
	 	 	 	 	 
	
                                    ARTICLE
      10

                                  
	
                                    NOTE
      GUARANTEES

                                  
	 
	
                                    Section
      10.01.

                                  	 
      	
                                    Guarantee

                                  	 
      	
                                    76

                                  
	
                                    Section
      10.02.

                                  	 
      	
                                    Limitation
      on Guarantor Liability

                                  	 
      	
                                    77

                                  
	
                                    Section
      10.03.

                                  	 
      	
                                    Execution
      and Delivery of Note Guarantee

                                  	 
      	
                                    77

                                  
	
                                    Section
      10.04.

                                  	 
      	
                                    Guarantors
      May Consolidate, etc., on Certain Terms

                                  	 
      	
                                    77

                                  
	
                                    Section
      10.05.

                                  	 
      	
                                    Releases

                                  	 
      	
                                    78

                                  
	 	 	 	 	 
	
                                    ARTICLE
      11

                                  
	
                                    SATISFACTION
      AND DISCHARGE

                                  
	 
	
                                    Section
      11.01

                                  	 
      	
                                    Satisfaction
      and Discharge

                                  	 
      	
                                    79

                                  
	
                                    Section
      11.02

                                  	 
      	
                                    Application
      of Trust Money

                                  	 
      	
                                    80

                                  
	 	 	 	 	 
	
                                    ARTICLE
      12

                                  
	
                                    MISCELLANEOUS

                                  
	 
	
                                    Section
      12.01

                                  	 
      	
                                    Trust
      Indenture Act Controls

                                  	 
      	
                                    80

                                  
	
                                    Section
      12.02

                                  	 
      	
                                    Notices

                                  	 
      	
                                    80

                                  
	
                                    Section
      12.03

                                  	 
      	
                                    Communication
      by Holders of Notes with Other Holders of Notes

                                  	 
      	
                                    82

                                  
	
                                    Section
      12.04

                                  	 
      	
                                    Certificate
      and Opinion as to Conditions Precedent

                                  	 
      	
                                    82

                                  
	
                                    Section
      12.05

                                  	 
      	
                                    Statements
      Required in Certificate or Opinion

                                  	 
      	
                                    82

                                  
	
                                    Section
      12.06

                                  	 
      	
                                    Rules
      by Trustee and Agents

                                  	 
      	
                                    82

                                  
	
                                    Section
      12.07

                                  	 
      	
                                    No
      Personal Liability of Directors, Officers, Employees and
      Stockholders

                                  	 
      	
                                    82

                                  
	
                                    Section
      12.08

                                  	 
      	
                                    Governing
      Law

                                  	 
      	
                                    83

                                  
	
                                    Section
      12.09

                                  	 
      	
                                    No
      Adverse Interpretation of Other Agreements

                                  	 
      	
                                    83

                                  
	
                                    Section
      12.10

                                  	 
      	
                                    Successors

                                  	 
      	
                                    83

                                  
	
                                    Section
      12.11

                                  	 
      	
                                    Severability

                                  	 
      	
                                    83

                                  
	
                                    Section
      12.12

                                  	 
      	
                                    Counterpart
      Originals

                                  	 
      	
                                    83

                                  
	
                                    Section
      12.13

                                  	
                                      

                                  	
                                    Table
      of Contents, Headings, etc

                                  	
                                      

                                  	
                                    83

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      EXHIBITS

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Exhibit
      A

                                      	
                                        FORM
      OF 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 April 6, 2010 among Radnet Management, Inc., a California
corporation (the “Issuer”), RadNet, Inc., a
Delaware Corporation (“Parent”), the Subsidiaries of
Parent that are Guarantors (as defined) and U.S. Bank National Association, as
trustee.

       

      The
Issuer, 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 103⁄8% Senior
Notes due 2018 (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 Restricted 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) 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,
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:  (a) the present value at such redemption date of (i) the
redemption price of the Note at April 1, 2014 (such redemption price being set
forth in Section 3.07 plus (ii) all required interest payments due on the Note
through April 1, 2014 (excluding accrued but unpaid interest to the 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.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

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

       

       “Asset Sale”
means:

       

      (1) the
sale, lease, conveyance or other disposition of any assets or rights by Parent
or any of Parent’s Restricted Subsidiaries; provided that the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of Parent and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.13 and/or Section 5.01 and not by Section 4.10; and

       

      (2) the
issuance of Equity Interests by any of Parent’s Restricted Subsidiaries or the
sale by Parent or any of its Restricted Subsidiaries of Equity Interests in any
of Parent’s Subsidiaries.

       

      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 $5.0 million;

       

      (2) a
transfer of assets between or among Parent and its Restricted
Subsidiaries;

       

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

       

      (4) the
sale, lease or other transfer of products, services or accounts receivable in
the ordinary course of business and any sale or other disposition of damaged,
worn-out or obsolete assets in the ordinary course of business (including the
abandonment or other disposition of intellectual property that is, in the
reasonable judgment of the Issuer, no longer economically practicable to
maintain or useful in the conduct of the business of Parent and its Restricted
Subsidiaries taken as whole);

       

      (5)
licenses and sublicenses by Parent or any of its Restricted Subsidiaries of
software or intellectual property or other general intangible assets and
licenses in the ordinary course of business;

       

      (6) any
surrender or waiver of contract rights or settlement, release, recovery on or
surrender of contract, tort or other claims in the ordinary course of
business;

       

      (7) the
granting of Liens not prohibited by Section 4.12 hereof;

       

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

       

      (9) any
sale of Capital Stock in, or Indebtedness or other securities of, an
Unrestricted Subsidiary;

       

      (10) the
lease or sublease of office space;

       

      (11) the
creation of a Permitted Lien and dispositions in connection with Permitted
Liens;


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (12)
dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or
similar proceeds and exclusive of factoring or similar arrangements;
and

       

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

       

      provided, however, that a disposition
of all or substantially all the assets of the Issuer and its Restricted
Subsidiaries taken as a whole is governed by Section 4.13 and/or Section
5.01.

       

      “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.

       

      “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 of managing members 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, 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.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      “Cash Equivalents”
means:

       

      (1)           United
States dollars;

       

      (2)           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 six months from the date of
acquisition;

       

      (3)           certificates
of deposit and eurodollar time deposits with maturities of six months or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding
six months and overnight bank deposits, in each case, with any lender party to
the Credit Agreement or with any domestic commercial bank having capital and
surplus in excess of $250.0 million.

       

      (4)           repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3)
above;

       

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

       

      (6)           money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (5) of this definition.

       

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

       

      (1) the
direct or indirect sale, lease, transfer, conveyance or other disposition (other
than 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 Parent
and its Subsidiaries taken as a whole to any Person (including any “person” (as
that term is used in Section 13(d)(3) of the Exchange Act);

       

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

       

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

       

      (4) the
first day on which a majority of the members of the Board of Directors of Parent
are not Continuing Directors; or

       

      (5) the
first day on which Parent ceases to own 100% of the outstanding Equity Interests
of the Issuer.

       

      “Clearstream” means
Clearstream Banking, S.A.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      “Consolidated EBITDA” 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 profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus

       

      (2) the
Fixed Charges of such Person and its Restricted Subsidiaries for such period, to
the extent that such Fixed Charges were deducted in computing such Consolidated
Net Income; plus

       

      (3) the
fees, costs and expenses payable by Parent, the Issuer or any of the
Subsidiaries on or before the date of this Indenture in connection with the
transactions contemplated by the Refinancing; plus

       

      (4)
non-recurring employee severance expenses not to exceed $1,500,000 during any
fiscal year; plus

       

      (5)
non-recurring, non-operational expenses (or minus any non-recurring,
non-operational income) reflected on the applicable consolidated statements of
operations of Parent and its Restricted Subsidiaries under the heading “Other
Payments (Income),” minus

       

      (6)
depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash charges and expenses (excluding any such non-cash charge or
expense to the extent that it represents an accrual of or reserve for cash
charges or expenses in any future period or amortization of a prepaid cash
charge or expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash charges or expenses were deducted in computing
such Consolidated Net Income; minus

       

      (7)
non-cash items increasing such Consolidated Net Income for such period
(excluding any non-cash item to the extent it represents the reversal of any
accrual of, or cash reserve for, anticipated cash charges or expenses in any
future period), other than the accrual of revenue in the ordinary course of
business,

       

      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 (loss) of such Person and its Restricted Subsidiaries for such
period, on a consolidated basis (excluding the net income (loss) of any
Unrestricted Subsidiary of such Person), determined in accordance with GAAP and
without any reduction in respect of preferred stock dividends; provided that:

       

      (1) all
extraordinary gains (or losses) and all gains (or losses) realized in connection
with any Asset Sale or the disposition of securities or the early extinguishment
of Indebtedness, together with any related provision for taxes on any such gain,
will be excluded;

       

      (2)
solely for the purpose of Section 4.07(a)(4)(C)(i) hereof, the net income (but
not loss) of any Person that is not a Restricted Subsidiary or that is accounted
for by the equity method of accounting will be excluded (except to the extent of
the amount of dividends or similar distributions paid in cash to the specified
Person or a Restricted Subsidiary of the Person);


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      (3)
solely for the purpose of Section 4.07(a)(4)(C)(i) hereof, the net income (but
not loss) of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that 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;

       

      (4) the
cumulative effect of a change in accounting principles will be
excluded;

       

      (5)
non-cash gains and losses attributable to movement in the mark-to-market
valuation of Hedging Obligations pursuant to Financial Accounting Standards
Board Statement No. 133 will be excluded; and

       

      (6) the
effects of adjustments in the inventory, property and equipment, software,
goodwill, other intangible assets and in process research and development,
deferred revenue and debt line items in such Person’s consolidated financial
statements pursuant to GAAP resulting from the application of purchase
accounting in relation to any consummated acquisition after the date of this
Indenture or the amortization or write-off of any amounts thereof, net of taxes,
will be excluded.

       

      “Consolidated Secured Debt
Ratio” as of any date of determination means, the ratio of (1)
Consolidated Total Indebtedness of Parent and its Restricted Subsidiaries that
is secured by Liens on assets of Parent and its Restricted Securities to (2)
Parent’s EBITDA for such period, in each case with such pro forma adjustments to
Consolidated Total Indebtedness and EBITDA as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of Fixed
Charge Coverage Ratio.

       

      "Consolidated Total Debt
Ratio” as of any date of determination means, the ratio of (1)
Consolidated Total Indebtedness of Parent and its Restricted Subsidiaries to (2)
Parent’s Consolidated EBITDA for such period, in each case with such pro forma
adjustments to Consolidated Total Indebtedness and Consolidated EBITDA 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 the aggregate amount of all outstanding Indebtedness of Parent and
its Restricted Subsidiaries on a consolidated basis and the aggregate amount of
all outstanding Disqualified Stock of Parent and all Preferred Stock of its
Restricted Subsidiaries on a consolidated basis, 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
Parent.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      “continuing” means, with
respect to any Default or Event of Default, that such Default or Event of
Default has not been cured or waived.  

       

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

       

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

       

      (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.

       

      “Corporate Trust Office of the
Trustee” will 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
Issuer.

       

      “Credit Agreement” means that
certain Credit Agreement, to be dated as of the date hereof, by and among the
Issuer, the Guarantors, Barclays Bank PLC, as administrative agent, and the
other bank parties thereto, providing for up to $375.0 million of revolving
credit and term loan borrowings, including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and, in each case, as amended, restated, modified, renewed, refunded,
replaced in any manner (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.

       

      “Credit Facilities” means,
one or more debt facilities (including, without limitation, the Credit
Agreement) or commercial paper facilities, in each case, with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (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, in each case, as amended, restated, modified,
renewed, refunded, replaced in any manner (whether upon or after termination or
otherwise) 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 in global form, or any successor
entity thereto.

       

      “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 Non-cash
Consideration” means any non-cash consideration received by Parent or a
Restricted Subsidiary in connection with an Asset Sale that is designated as
Designated Non-cash Consideration pursuant to an Officers’ Certificate to the
trustee, setting forth the Fair Market Value of such Designated Non-cash
Consideration and the basis for determining such Fair Market
Value.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      “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, 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 Parent 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 Parent 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 Parent
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.

       

      “Domestic Subsidiary” means
any Restricted Subsidiary of Parent 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
Parent.

       

      “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 sale either (1) of Equity Interests of Parent by Parent (other
than Disqualified Stock and other than to a Subsidiary of Parent) or (2) of
Equity Interests of a direct or indirect parent entity of Parent (other than to
Parent or a Subsidiary of Parent) to the extent that the net proceeds therefrom
are contributed to the common equity capital of Parent.

       

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

       

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

       

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

       

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

       

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

       

      “Existing Indebtedness” means
all Indebtedness of Parent and its Subsidiaries (other than Indebtedness under
the Credit Agreement) in existence on the date of this Indenture, until such
amounts are repaid.

       

      “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 Parent (unless otherwise provided in
this Indenture).


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      “Fixed Charge Coverage Ratio”
means with respect to any specified Person for any period, the ratio of the
Consolidated EBITDA 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 or otherwise discharges any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred 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
(determined in accordance with Regulation S-X under the Securities Act, but
including all Pro Forma Cost Savings) to such incurrence, assumption, Guarantee,
repayment, repurchase, redemption, defeasance 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)
acquisitions 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 all 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, or that are to be made on the
Calculation Date, will be given pro forma effect (in accordance with Regulation
S-X under the Securities Act) as if they had occurred on the first day of the
four-quarter reference period;

       

      (2) the
Consolidated EBITDA 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;

       

      (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) any
conversion of any operating lease of such Person or any of its Restricted
Subsidiaries into a capital lease of such Person or Restricted Subsidiary during
the four quarter reference period or subsequent to such reference period and on
or prior to the Calculation Dates, as applicable, the incurrence of which was
permitted by the terms of this Indenture, will be given pro forma effect as if
such conversion occurred on the first day of the four-quarter reference period;
and

       

      (7) 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 (taking into account any
Hedging Obligation applicable to such Indebtedness if such Hedging Obligation
has a remaining term as at the Calculation Date in excess of 12
months).


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      “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, whether paid or accrued, cash or non-cash, including, without
limitation, amortization of debt issuance costs and original issue discount,
non-cash interest payments, 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 the
effect of all payments made or received pursuant to Hedging Obligations in
respect of interest rates (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); plus

       

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

       

      (3) 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

       

      (4) the
product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of Parent (other than Disqualified Stock) or to Parent or a Restricted
Subsidiary of Parent, 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.

       

      “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, which are in
effect from time to time.

       

      “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, 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 partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to
take or pay or to maintain financial statement conditions or
otherwise).


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      “Guarantors” means Parent and
any Subsidiary of Parent 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.

       

      “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 and interest rate collar agreements;

       

      (2)           other
agreements or arrangements designed to manage interest rates or interest rate
risk; and

       

      (3)           other
agreements or arrangements designed to protect such Person against fluctuations
in currency exchange rates or commodity prices.

       

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

       

      “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);

       

      (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 more than six months after such property is acquired or
such services are completed; or

       

      (6)
representing any Hedging Obligations,

       

      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.  Indebtedness shall be calculated without giving effect to the
effects of FASB ASC 315 and related interpretations to the extent such effects
would otherwise increase or decrease an amount of Indebtedness for any purpose
under this Indenture as a result of accounting for any embedded derivatives
created by the terms of such Indebtedness.

       

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


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      “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.

       

      “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
or other obligations), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), 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 Parent or any Restricted Subsidiary of Parent sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of Parent such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of Parent, Parent
will be deemed to have made an Investment on the date of any such sale or
disposition equal to the Fair Market Value of Parent’s Investments in such
Subsidiary that were not sold or disposed of in an amount determined as provided
in the final paragraph of  Section 4.07 hereof.  The
acquisition by Parent or any Restricted Subsidiary of Parent of a Person that
holds an Investment in a third Person will be deemed to be an Investment by
Parent or such Restricted Subsidiary in such third Person in an amount equal to
the Fair Market Value of the Investments held by the acquired Person in such
third Person in an amount determined as provided in the final paragraph of
Section 4.07 hereof.  Except as otherwise provided in the 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 to be prepared by the Issuer 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 and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

       

      “Moody’s” means Moody’s
Investors Service, Inc., and any successor to the ratings business
thereof.

       

      “Net Proceeds” means the
aggregate cash proceeds and Cash Equivalents received by Parent or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
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
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment or
indemnification obligations in respect of the sale price of such asset or assets
established in accordance with GAAP.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    “Non-Recourse Debt” means
Indebtedness:

     

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

     

    (2)           as
to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of Parent or any of its Restricted Subsidiaries
(other than the Equity Interests of an Unrestricted Subsidiary).

     

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

     

    “Note Guarantee” means the
Guarantee by each Guarantor of the Issuer’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.

     

    “Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing any
Indebtedness.

     

    “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 Issuer by two Officers of the Issuer, one
of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Issuer, that
meets the requirements of Section 12.05 hereof.

     

     “Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee,
that meets the requirements of Section 12.05 hereof.  The counsel may
be an employee of or counsel to the Issuer, Parent, any Subsidiary of the Parent
or the Trustee.

     

    “Parent” means RadNet, Inc., a
Delaware corporation.

     

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

     

    “Permitted Business” means
any business that is the same as, or reasonably related, ancillary or
complementary to, any of the businesses in which Parent and its Restricted
Subsidiaries are engaged on the date of this Indenture.

     

    “Permitted Investments”
means:

     

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

     

    (2) any
Investment in Cash Equivalents;

     

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

     

    (a) such
Person becomes a Restricted Subsidiary of Parent; or


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, Parent or a
Restricted Subsidiary of Parent;

     

    (4) any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof.

     

    (5) any
acquisition of assets or Capital Stock solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of Parent;

     

    (6) any
Investments received in compromise or resolution of (A) obligations of trade
creditors or customers that were incurred in the ordinary course of business of
Parent or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor or customer; or (B) litigation, arbitration or other
disputes;

     

    (7)
Investments represented by Hedging Obligations;

     

    (8) loans
or advances to employees made in the ordinary course of business of Parent or
any Restricted Subsidiary of Parent in an aggregate principal amount not to
exceed $1.0 million at any one time outstanding;

     

    (9)
repurchases of the Notes;

     

    (10) any
guarantee of Indebtedness permitted to be incurred under Section 4.09 hereof
other than a guarantee of Indebtedness of an Affiliate of Parent that is not a
Restricted Subsidiary of Parent;

     

    (11) any
Investment existing on, or made pursuant to binding commitments existing on, the
date of this Indenture and any Investment consisting of an extension,
modification or renewal of any Investment existing on, or made pursuant to a
binding commitment existing on, the date of this Indenture; provided that the amount of
any such Investment may be increased (a) as required by the terms of such
Investment as in existence on the date of this Indenture or (b) as otherwise
permitted by this Indenture;

     

    (12)
Investments acquired after the date of this Indenture as a result of the
acquisition by Parent or any Restricted Subsidiary of Parent of another Person,
including by way of a merger, amalgamation or consolidation with or into Parent
or any of its Restricted Subsidiaries in a transaction that is not prohibited by
Section 5.01 hereof after the date of this Indenture to the extent that such
Investments were not made in contemplation of such acquisition, merger,
amalgamation or consolidation and were in existence on the date of such
acquisition, merger, amalgamation or consolidation; and

     

    (13)
other Investments in any Person 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 (13) that are at the time outstanding not to exceed
the greater of $20.0 million and two percent of Total Assets at the time such
Investment is made.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    “Permitted Liens”
means:

     

    (1) Liens
on assets of Parent or any of its Restricted Subsidiaries securing Indebtedness
and other Obligations under Credit Facilities that was permitted by the terms of
this Indenture to be incurred pursuant to clauses (1) and (12) of the definition
of Permitted Debt and/or securing Hedging Obligations related thereto and/or
securing Obligations with regard to Treasury Management
Arrangements;

     

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

     

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

     

    (4) Liens
on property (including Capital Stock) existing at the time of acquisition of the
property by Parent or any Subsidiary of Parent; 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 statutory obligations, insurance, surety or appeal
bonds, workers compensation obligations, performance bonds or other obligations
of a like nature incurred in the ordinary course of business (including Liens to
secure letters of credit issued to assure payment of such
obligations);

     

    (6) Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by
Section 4.09(b)(4) hereof, covering only the assets acquired with or financed by
such Indebtedness;

     

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

     

    (8) 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;

     

    (9) Liens
imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’
Liens, in each case, incurred in the ordinary course of business;

     

    (10)
survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of
real property that were not incurred in connection with 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;

     

    (11)
Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees);

     

    (12)
Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred
under this Indenture; provided, however, that:

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (a) the
new Lien is limited to all or part of the same property and assets that secured
or, under the written agreements pursuant to which the original Lien arose,
could secure the original Lien (plus improvements and accessions to, such
property or proceeds or distributions thereof); and

     

    (b) the
Indebtedness secured by the new Lien is not increased to any amount greater than
the sum of (x) the outstanding principal amount, or, if greater, committed
amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or
discharged with such Permitted Refinancing Indebtedness and (y) an amount
necessary to pay any fees and expenses, including premiums, related to such
renewal, refunding, refinancing, replacement, defeasance or
discharge;

     

    (13)
Liens on insurance policies and proceeds thereof, or other deposits, to secure
insurance premium financings;

     

    (14)
filing of Uniform Commercial Code financing statements as a precautionary
measure in connection with operating leases;

     

    (15)
bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not
constituting 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;

     

    (16)
Liens on cash, Cash Equivalents or other property arising in connection with the
defeasance, discharge or redemption of Indebtedness;

     

    (17)
Liens on specific items of inventory or other goods (and the proceeds thereof)
of any Person securing such Person’s obligations in respect of bankers’
acceptances issued or created in the ordinary course of business for the account
of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods;

     

    (18)
grants of software and other technology licenses in the ordinary course of
business;

     

    (19)
Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of
business;

     

    (20)
Liens incurred by Parent or any Restricted Subsidiary of Parent with respect to
obligations that do not exceed $10.0 million at any one time outstanding;
and

     

    (21)
Liens on assets of Parent or any of its Restricted Subsidiaries securing
Indebtedness and other obligations under Credit Facilities that was permitted by
the terms of this Indenture to be incurred; provided that, at the time of
such incurrence and after giving pro forma effect thereto, the Consolidated
Secured Debt Ratio for Parent’s most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such debt is incurred would have been no greater than 3.25 to
1.0.

     

    “Permitted Refinancing
Indebtedness” means any Indebtedness of Parent or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to
renew, refund, refinance, replace, defease or discharge other Indebtedness of
Parent or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided
that:


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    (1) 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 renewed, refunded, refinanced,
replaced, defeased or discharged (plus all accrued interest on the Indebtedness
and the amount of all fees and expenses, including premiums, incurred in
connection therewith);

     

    (2) such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity that is (a)
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged or (b) more than 90 days after the final maturity date of the
Notes;

     

    (3) if
the Indebtedness being 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 at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged; and

     

    (4) such
Indebtedness is incurred either by Parent or by the Restricted Subsidiary of the
Issuer that was the obligor on the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged and is guaranteed only by Persons
who were obligors on the Indebtedness 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.

     

    “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 four-quarter period, the reduction in net costs and
expenses that:

     

    (1) were
directly attributable to an acquisition, Investment, disposition, merger,
consolidation 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 that would properly be reflected in a
pro forma income statement prepared in accordance with Regulation S-X under the
Securities Act;

     

    (2) were
actually implemented prior to the Calculation Date in connection with or as a
result of an acquisition, Investment, disposition, merger, consolidation or
discontinued operation or other specified action and that are supportable and
quantifiable by the underlying accounting records; or

     

    (3)
relate to an acquisition, Investment, disposition, merger, consolidation or
discontinued operation or other specified action and that Issuer reasonably
determines will actually be realized within six months of the date of the
closing of the acquisition, Investment, disposition, merger, consolidation or
discontinued operation or specified action;

     

    provided that the aggregate
amount of cost savings added pursuant to clauses (2) and (3) of this definition
shall not exceed $ 5.0 million in any four-quarter period.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

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

     

    “Qualifying Equity Interests”
means Equity Interests of Parent other than Disqualified
Stock.

     

    “Refinancing” means the
issuance of the Notes and the execution of the Credit Agreement, the incurrence
of the borrowings thereunder, and the application of the net proceeds therefrom
to repay and retire a portion of the Issuer’s Existing Indebtedness, in each
case as described in the offering memorandum, dated March 31, 2010, related to
the offer and sale of the Notes, under the section thereof entitled, “Offering
Memorandum—The Refinancing.”

     

    “Registration Rights
Agreement” means the Registration Rights Agreement, dated as of April 7,
2010, among the Issuer, 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.

     

    “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.

     

    “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) or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers 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.

     

    “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.  Unless otherwise indicated herein, all references to
Restricted Subsidiaries shall mean Restricted Subsidiaries of Parent, including
the Issuer.

     

    “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, and any successor to the ratings business
thereof.

     

    “SEC” means the Securities
and Exchange Commission.

     

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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

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

     

    “Significant Subsidiary”
means any Restricted 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” has the
meaning assigned to that term pursuant to the Registration Rights Agreement.

     

    “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

     

    (2)           any
partnership or limited liability company of which (a) more than 50% of the
capital accounts, distribution rights, total equity and voting interests or
general and limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof, whether in the form of
membership, general, special or limited partnership interests or otherwise, and
(b) such Person or any Subsidiary of such Person is a controlling general
partner or otherwise controls such entity.

     

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

     

    “Total Assets” means the total
consolidated assets of Parent and its Restricted Subsidiaries, as shown on the
most recent consolidated balance sheet of Parent then available, after giving
pro forma effect for acquisitions or dispositions of Persons, divisions or lines
of business that had occurred after such balance sheet date and on or prior to
such date of determination.

     

    “Treasury Management
Arrangement” means any agreement or other arrangement governing the
provision of treasury or cash management services, including deposit accounts,
overdraft, credit or debit card, funds transfer, automated clearinghouse, zero
balance accounts, returned check concentration, controlled disbursement,
lockbox, account reconciliation and reporting and trade finance services and
other cash management services.

     

     “Treasury Rate” means, 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 April 1, 2014; provided, however, that if the period
from the redemption date to April 1, 2014 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.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    “Trustee” means U.S. Bank
National Association, 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 Parent that is designated by the Board of Directors of
Parent 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 Parent or any Restricted Subsidiary of Parent
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to Parent or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of
Parent;

     

    (3)           is
a Person with respect to which neither Parent 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

     

    (4)           has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of Parent or any of its Restricted Subsidiaries.

     

    “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.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    “Wholly-Owned Domestic
Subsidiary” means a Domestic Subsidiary of Issuer all of the Capital
Stock of which (other than directors’ qualifying shares) is owned by Issuer or
another Wholly-Owned Domestic Subsidiary of Issuer.

     

    Section
1.02         Other
Definitions.

     

    
      	
            	 	
              Defined in

            	 
	
              Term

            	 	
              Section

            	 
	 	 	 	 
	
              “Affiliate
      Transaction”

            	 	
              4.11

            	 
	
              “Asset
      Sale Offer”

            	 	
              3.08

            	 
	
              “Authentication
      Order”

            	 	
              2.02

            	 
	
              “Change
      of Control Offer”

            	 	
              4.13

            	 
	
              “Change
      of Control Payment”

            	 	
              4.13

            	 
	
              “Change
      of Control Payment Date”

            	 	
              4.13

            	 
	
              “Covenant
      Defeasance”

            	 	
              8.03

            	 
	
              “DTC”

            	 	
              2.03

            	 
	
              “Event
      of Default”

            	 	
              6.01

            	 
	
              “Excess
      Proceeds”

            	 	
              4.10

            	 
	
              “incur”

            	 	
              4.09

            	 
	
              “Change
      of Control Offer”

            	 	
              4.13

            	 
	
              “Change
      of Control Payment”

            	 	
              4.13

            	 
	
              “Change
      of Control Payment Date”

            	 	
              4.13

            	 
	
              “Legal
      Defeasance”

            	 	
              8.02

            	 
	
              “Offer
      Amount”

            	 	
              3.09

            	 
	
              “Offer
      Period”

            	 	
              3.09

            	 
	
              “Paying
      Agent”

            	 	
              2.03

            	 
	
              “Permitted
      Debt”

            	 	
              4.09

            	 
	
              “Payment
      Default”

            	 	
              6.01

            	 
	
              “Purchase
      Date”

            	 	
              3.09

            	 
	
              “Registrar”

            	 	
              2.03

            	 
	
              “Restricted
      Payments”

            	 	
              4.07

            	 


    

    
 

    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;

     

    “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 Issuer and the Guarantors, respectively, and any
successor obligor upon the Notes and the Note Guarantees,
respectively.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

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

     

    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 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 A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note
will be dated the date of its authentication.  The Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof

     

    The terms
and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, 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 A 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 A 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.  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.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    Section
2.02          Execution and
Authentication.

     

    At least
one Officer must sign the Notes for the Issuer 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.  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 Issuer signed by two
Officers (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 Issuer pursuant to one
or more Authentication Orders, except as provided in Section 2.07
hereof.

     

    The
Trustee may appoint an authenticating agent acceptable to the Issuer 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 Issuer.

     

    Section
2.03          Registrar and Paying Agent.

     

    The
Issuer 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 Issuer 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 Issuer may change any Paying Agent or
Registrar without notice to any Holder.  The Issuer will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture.  If the Issuer fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such.  The
Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar.

     

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

     

    The
Issuer initially appoints the Trustee to act as the Registrar and Paying Agent
and the Depositary has appointed U.S. Bank National Association to act as
Custodian with respect to the Global Notes.

     

    Section
2.04          Paying Agent to Hold Money in
Trust.

     

    The
Issuer 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 of,
premium on, if any, interest or Special Interest, if any, on, the Notes, and
will notify the Trustee of any default by the Issuer 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 Issuer
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 Issuer or a Subsidiary) will have no further liability for the
money.  If the Issuer 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 Issuer, the Trustee will serve as
Paying Agent for the Notes.

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    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 Issuer will furnish to the Trustee at least five Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Issuer 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 Issuer for
Definitive Notes if:

     

    (1)           the
Issuer 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 Issuer within 120 days after the date of such
notice from the Depositary;

     

    (2)           the
Issuer 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; or

     

    (3)           there
has occurred and is continuing a Default or Event of Default with respect to the
Notes and the Trustee has received a request from the Depositary to issue
Definitive Notes.

     

    Upon the
occurrence of either of the preceding events in (1), (2) or (3) 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.

     

    (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.  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:

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    (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 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;

     

    Upon
consummation of an Exchange Offer by the Issuer 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:

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    (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;
and

     

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

     

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

     

    (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

     

    (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 Issuer 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.

     

    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    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;

     

    (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, if applicable;

     

    (F)           if
such beneficial interest is being transferred to the Issuer 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,


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    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 Issuer
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 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
Issuer;

     

    (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 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.

     

    
      
         


      

      
        28

        
          

        

      

      
         


      

    


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

     

    (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, if applicable;

     

    (F)           if
such Restricted Definitive Note is being transferred to the Issuer 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, and in the case of clause (C) above, the Regulation S Global
Note.

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    (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 Issuer;

     

    (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 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.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    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 Issuer 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:

     

    (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 Issuer;

     

    (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


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    (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.

     

    (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 Issuer 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 Issuer; 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
Issuer.

     

    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 Issuer 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.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (1)           Private Placement
Legend.

     

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

     

    “THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT,
PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE
FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),
OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT.”

     

    (B)          Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) 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:


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    “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 THE ISSUER.

     

    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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”

     

    (h)          Cancellation and/or Adjustment of Global Notes.  At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
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 Issuer 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 Issuer 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, 4.13 and 9.05
hereof).


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

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

     

    (4)           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 Issuer, 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.

     

    (5)           Neither
the Registrar nor the Issuer 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 any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;

     

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

     

    (C)          to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.

     

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

     

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

     

    (8)           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.

     

    (9)           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 Note
(including any transfers between or among Depositary Participants or beneficial
owners of interests in any Global Note) 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 Issuer and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Issuer 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 Issuer, an indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Trustee and
the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is
replaced.  The Issuer may charge for its expenses in replacing a
Note.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    Every
replacement Note is an additional obligation of the Issuer 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 Issuer or an Affiliate of the
Issuer holds the Note.

     

    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 Issuer, 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 Issuer or any
Guarantor, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer 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 Issuer 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 Issuer considers appropriate
for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Issuer will prepare and the
Trustee will authenticate (upon receipt of an Authentication Order) 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
Issuer 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 destroy canceled Notes (subject to the record retention
requirement of the Exchange Act).  Certification of the destruction of
all canceled Notes will be delivered to the Issuer.  The Issuer may
not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    Section
2.12          Defaulted
Interest.

     

    If the
Issuer defaults in a payment of interest 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 Issuer 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 Issuer 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 Issuer (or, upon the written request of the Issuer, the Trustee in the name
and at the expense of the Issuer) 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.

     

    ARTICLE
3

    REDEMPTION
AND PREPAYMENT

     

    Section
3.01          Notices to
Trustee.

     

    If the
Issuer 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 shall
occur;

     

    (2)           the
redemption date;

     

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

     

    (4)           the
redemption price.

     

    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 (or, in the
case of Notes issued in global form pursuant to Article 2 hereof, based on a
method that most nearly approximates a pro rata selection as the
Trustee deems fair and appropriate) unless otherwise required by law or
applicable stock exchange or depositary requirements.

     

    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.

     

    The
Trustee will promptly notify the Issuer 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 will be in amounts of
$2,000 or whole multiples of $1,000 in excess thereof; 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 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.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    Section
3.03          Notice of
Redemption.

     

    Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a redemption date, the Issuer will mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be mailed
more than 60 days prior to a 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.

     

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

     

    (1)           the
redemption date;

     

    (2)           the
redemption price;

     

    (3)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
will be issued upon cancellation of the original Note;

     

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

     

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

     

    (6)           that,
unless the Issuer defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption
date;

     

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

     

    (8)           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
Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s
name and at its expense;
provided, however, that the Company has delivered to the Trustee, at
least 45 days prior to the redemption date (or such shorter period as the
Trustee shall have agreed), an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information required by this
Section.

     

    Section
3.04          Effect of Notice of
Redemption.

     

    Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price.  A notice of redemption may not be
conditional.  Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other
Holder.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    Section
3.05          Deposit of Redemption or Purchase Price.

     

    Prior to
10:00 a.m., New York city time, on the redemption or purchase date, the Issuer
will deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of, 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 return to the Issuer any money
deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the redemption or purchase price of, accrued interest
and Special Interest, if any, on all Notes to be redeemed or
purchased.

     

    If the
Issuer 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 Issuer 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 Issuer will issue
and, upon receipt of an Authentication Order, the Trustee will authenticate for
the Holder at the expense of the Issuer a new Note equal in principal amount to
the unredeemed or unpurchased portion of the Note surrendered.

     

    Section
3.07          Optional
Redemption.

     

    (a)           At
any time prior to April 1, 2013, the Issuer may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to 110.375% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest and Special Interest, if any, to the date of
redemption (subject to the rights of Holders of Notes on the relevant record
date to receive interest on the relevant interest payment date) with the net
cash proceeds of an Equity Offering by Parent; provided that:

     

    (1)           at
least 65% of the aggregate principal amount of Notes originally issued under
this Indenture (excluding Notes held by the Issuer 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.

     

    At any time prior to April 1, 2014, the
Issuer may on any one or more occasions redeem all or a part of the Notes, upon
not less than 30 nor more than 60 days’ notice, at redemption price equal to
100% of the principal amount of the Notes redeemed, plus the Applicable Premium
as of, and accrued and unpaid interest and Special Interest, if any, to the
applicable date of redemption, subject to the rights of Holders of Notes on the
relevant record date to receive interest due on the relevant interest payment
date.

     

    (b)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the
Issuer’s option prior to April 1, 2014.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    (c)           On
or after April 1, 2014, the Issuer may on any one or more occasions 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 April 1 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

                      	 
	
                        2014

                      	 	 	105.188	%
	
                        2015

                      	 	 	102.594	%
	
                        2016
      and thereafter

                      	 	 	100.000	%


              

            

          

        

      

    

    


    Unless
the Issuer 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.

     

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

     

    (e)           The
Issuer may acquire notes by means other than a redemption, whether by tender
offer, open market purchases, negotiated transactions or otherwise, in
accordance with applicable securities laws, so long as such acquisition does not
otherwise violate the terms of this Indenture.

     

    Section
3.08          Mandatory
Redemption.

     

    The
Issuer is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.  However, under certain circumstances, the
Issuer may be required to offer to purchase notes as described in Sections 3.09
and 4.13 hereof.

     

    Section
3.09          Offer to Purchase by Application of
Excess Proceeds.

     

    In the
event that, pursuant to Section 4.10 hereof, the Issuer is required to commence
an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will
follow the procedures specified below.

     

    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, prepay 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 Issuer
will apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Notes and such other pari passu Indebtedness (on a
pro rata basis based on
the principal amount of Notes and such other pari passu Indebtedness
surrendered, 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.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    Upon the
commencement of an Asset Sale Offer, the Issuer will send, by first class mail,
a notice to the Trustee and each of the Holders, with a copy to the
Trustee.  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 Issuer 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 a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in denominations of $2,000 or an integral multiple
of $1,000 in excess thereof;

     

    (6)           that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying
Agent at the address specified in the notice at least three days before the
Purchase Date;

     

    (7)           that
Holders will be entitled to withdraw their election if the Issuer, 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 Issuer 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 Issuer so
that only Notes in denominations of $2,000, or an integral multiple of $1,000 in
excess thereof, will be purchased); and

     

    (9)           that
Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).

     

    On or
before the Purchase Date, the Issuer 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
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes tendered, 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
Issuer in accordance with the terms of this Section 3.09.  The Issuer,
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 tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Issuer for purchase, and the Issuer
will promptly issue a new Note, and the Trustee, upon written request from the
Issuer, 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.  Any Note not so accepted
shall be promptly mailed or delivered by the Issuer to the Holder
thereof.  The Issuer will publicly announce the results of the Asset
Sale Offer on the Purchase Date.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    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 3.01
through 3.06 hereof.

     

    ARTICLE
4

    COVENANTS

     

    Section
4.01          Payment of Notes.

     

    The
Issuer will pay or cause to be paid the principal of, premium on, if any,
interest and Special Interest, if any, on, the Notes on the dates and in the
manner provided in the Notes.  Principal, premium, if any, interest
and Special Interest, if any, will be considered paid on the date due if the
Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Issuer in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest, if any, then due.  The
Issuer 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.

     

    The
Issuer will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than
the then applicable interest rate 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.

     

    Section
4.02          Maintenance of Office or Agency.

     

    The
Issuer will maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be
served.  The Issuer 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 Issuer 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
Issuer 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 Issuer of its
obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York for such purposes.  The Issuer 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
Issuer hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Issuer in accordance with Section 2.03
hereof.


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    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 Issuer will furnish to the Holders of Notes or cause the
Trustee to furnish to the Holders of Notes (or file with the SEC for public
availability), within the time periods specified in the SEC’s rules and
regulations:

     

    (1)           all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Issuer were required to file such reports, including
a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, a report thereon
by the Issuer’s certified independent accountants; and

     

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

     

                 All
such reports will be prepared in all material respects in accordance with all of
the rules and regulations applicable to such reports.  In addition,
the Issuer 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 (unless the
SEC will not accept such a filing) and will post the reports on its website
within those time periods.  Parent will at all times comply with TIA
§314(a).

     

    If, at
any time, the Issuer is no longer subject to the periodic reporting requirements
of the Exchange Act for any reason, the Issuer will nevertheless continue filing
the reports specified in the preceding paragraphs of this Section 4.03 with the
SEC within the time periods specified above unless the SEC will not accept such
a filing.  If the SEC will not accept the Issuer’s filings for any
reason, the Issuer will post the reports referred to in the preceding paragraphs
on its website within the time periods that would apply if the Issuer were
required to file those reports with the SEC.

     

    (b)           If
Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then
the quarterly and annual financial information required by the preceding
paragraphs 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 Parent and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of Parent. Notwithstanding the foregoing, (a) so
long as Parent is a Guarantor of the Notes, the reports, information and other
documents required to be filed and provided as described hereunder may, at the
Issuer’s option, be filed by and be those of Parent rather than the Issuer and
(b) in the event that Parent conducts any business or holds any significant
assets other than the Capital Stock of the Issuer at the time of filing and
providing any such report, information or other document containing financial
statements of Parent, Parent shall include in such report, information or other
document summarized financial information (as defined in Rule 1-02(bb) of
Regulation S-X promulgated by the SEC) with respect to the Issuer.

     

    (c)           In
addition, Parent and the Guarantors agree that, for so long as any Notes remain
outstanding, if at any time they are not required to file with the SEC the
reports required by the preceding paragraphs (a) and (b) of this Section 4.03,
they 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.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    Section
4.04          Compliance
Certificate.

     

    (a)           The
Issuer and each Guarantor (to the extent that such Guarantor is so required
under the TIA) shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Issuer, an Officers’ Certificate stating that a review
of the activities of the Issuer and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers in the course
of the performance by the signing Officers of their duties as Officers of the
Issuer, and further stating, as to each such Officer signing such certificate,
that to the best of his or her knowledge the Issuer 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 Issuer 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, premium
on, if any, interest or Special Interest, if any, on, the Notes is prohibited or
if such event has occurred, a description of the event and what action the
Issuer is taking or proposes to take with respect thereto.

     

    (b)           So
long as any of the Notes are outstanding, the Issuer 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 Issuer is taking or proposes to take with respect
thereto.

     

    Section
4.05          Taxes.

     

    The
Issuer 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
Issuer and each of the Guarantors covenants (to the extent that it may lawfully
do so) that it 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 Issuer and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
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)           Parent
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly:

     

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


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    (2)           purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving Parent) any Equity
Interests of Parent or any direct or indirect parent of Parent;

     

    (3)           make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of Parent or any Guarantor that is
contractually subordinated to the notes or to any Note Guarantee (excluding any
intercompany Indebtedness between or among Parent and any of its Restricted
Subsidiaries), except a payment of interest or principal at the Stated Maturity
thereof; 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:

     

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

     

    (B)          Parent
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

     

    (C)          such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by Parent and its Restricted Subsidiaries since the date of this
Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4),
(5), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is less than
the sum, without duplication, of:

     

    (i)           50%
of the Consolidated Net Income of Parent for the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the date
of this Indenture to the end of Parent’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

     

    (ii)          100%
of the aggregate net cash proceeds and the fair market value, as determined in
good faith by the Board of Directors of Parent, of marketable securities
received by Parent since the date of this Indenture as a contribution to its
common equity capital or from the issue or sale of Qualifying Equity Interests
of Parent or from the issue or sale of convertible or exchangeable Disqualified
Stock of Parent or convertible or exchangeable debt securities of Parent, in
each case that have been converted into or exchanged for Qualifying Equity
Interests of Parent (other than Qualifying Equity Interests and convertible or
exchangeable Disqualified Stock or debt securities sold to a Subsidiary of
Parent); plus

     

    (iii)         the
aggregate amount by which Indebtedness (other than subordinated Indebtedness) of
Parent or any of its Restricted Subsidiaries is reduced on Parent’s consolidated
balance sheet on or after the issue date of the notes upon the conversion or
exchange of any debt securities (that by their terms are convertible into
Qualifying Equity Interests of Parent) issued or sold on or prior to the issue
date of the notes that are converted into Qualifying Equity Interests of Parent,
plus


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    (iv)         100%
of the aggregate net cash proceeds and the fair market value, as determined in
good faith by the Board of Directors of Parent, of marketable securities (other
than Restricted Investments) received after the issue date from:

     

    (v)          the
sale or other disposition (other than to Parent or a Restricted Subsidiary) of
Restricted Investments made by Parent and its Restricted Subsidiaries after the
issue date;

     

    (vi)         the
sale (other than to Parent or a Restricted Subsidiary) of the stock of, an
Unrestricted Subsidiary after the date of this Indenture (other than to the
extent the Investment in such Unrestricted Subsidiary constituted a Permitted
Investment), and a dividend from an Unrestricted Subsidiary after the date of
this Indenture, to the extent such dividends were not otherwise included in the
Consolidated Net Income of Parent for such period; plus

     

    (vii)        to
the extent that any Unrestricted Subsidiary of Parent designated as such after
the date of this Indenture is redesignated as a Restricted Subsidiary after the
date of this Indenture, the lesser of (i) the Fair Market Value of Parent’s
Restricted Investment in such Subsidiary as of the date of such redesignation or
(ii) such Fair Market Value as of the date on which such Subsidiary was
originally designated as an Unrestricted Subsidiary after the date of this
Indenture (other than an Unrestricted Subsidiary to the extent such Investment
constituted a Permitted Investment).

     

    (b)           The
preceding provisions will not prohibit:

     

    (1)           the
payment of any dividend or the consummation of any irrevocable redemption within
60 days after the date of declaration of the dividend or giving of the
redemption notice, as the case may be, if at the date of declaration or notice,
the dividend 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 or with the proceeds
of the substantially concurrent sale (other than to a Subsidiary of Parent) of,
Equity Interests of Parent (other than Disqualified Stock) or from the
substantially concurrent contribution of common equity capital to Parent;
provided that the amount of any such net proceeds that are utilized for any such
Restricted Payment will not be considered to be net proceeds of Qualifying
Equity Interests for purposes of clause (C)(ii) of the preceding
paragraph;

     

    (3)           the
payment of any dividend (or, in the case of any partnership or limited liability
company, any similar distribution) by a Restricted Subsidiary of Parent to the
Holders of its Equity Interests on a pro rata basis;

     

    (4)           the
repurchase, redemption, defeasance or other acquisition or retirement for value
of Indebtedness of Parent or any Guarantor that is contractually subordinated to
the Notes or to any Note Guarantee with the net proceeds from a substantially
concurrent incurrence of Permitted Refinancing Indebtedness;

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (5)           so
long as no Default or Event of Default has occurred and is continuing, the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of Parent or any Restricted Subsidiary of Parent held by any
current or former officer, director, employee or consultant of Parent or any of
its Restricted Subsidiaries, or transferees of such persons, pursuant to any
equity subscription agreement, stock option agreement, shareholders’ agreement
or similar agreement; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0
million in any twelve-month period; provided further, that Parent and its
Restricted Subsidiaries may carry over unutilized capacity under this clause (5)
attributable any preceding twelve-month periods, up to a maximum amount of $4.0
million in any twelve-month period, provided further that such amount in any
calendar year may be increased by an amount not to exceed:

     

    (A)           the
cash proceeds from the sale of Equity Interests of Parent to members of
management, directors or consultants of Parent and its Subsidiaries that occurs
after the date of this Indenture (to the extent the cash proceeds from the sale
of such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of the preceding paragraph (3)), plus

     

    (B)           the
cash proceeds of key man life insurance policies received by Parent and its
Restricted Subsidiaries after the issue date of the notes, less

     

    (C)           the
amount of any Restricted Payments made after the issue date of the notes
pursuant to clauses (A) and (B) of this subparagraph (5);

     

    
      	
               
      

            	
              and
      provided further that cancellation of Indebtedness owing to Parent from
      members of management of Parent or any of its Restricted Subsidiaries in
      connection with a repurchase of Equity Interests of Parent will not be
      deemed to constitute a Restricted Payment for purposes of this Section
      4.07 or
      any other provision of this
Indenture;

            


    

     

    (6)           the
repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise
price of those stock options;

     

    (7)           so
long as no Default or Event of Default has occurred and is continuing, the
declaration and payment of regularly scheduled or accrued dividends to Holders
of any class or series of Disqualified Stock of Parent or any preferred stock of
any Restricted Subsidiary of Parent issued on or after the date of this
Indenture in accordance with the Fixed Charge Coverage Ratio test described in
Section 4.09 hereof;

     

    (8)           payments
of cash, dividends, distributions, advances or other Restricted Payments by
Parent or any of its Restricted Subsidiaries to allow the payment of cash in
lieu of the issuance of fractional shares upon (i) the exercise of options or
warrants or (ii) the conversion or exchange of Capital Stock of any such
Person;

     

    (9)           the
repurchase, redemption or other acquisition or retirement for value of any
subordinated Indebtedness pursuant to the provisions similar to those described
in Sections 4.13 and 4.10 hereof; provided that all notes
tendered by Holders of the Notes in connection with the related Change of
Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; and


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    (10)           so
long as no Default or Event of Default has occurred and is continuing, other
Restricted Payments in an aggregate amount not to exceed $40.0 million since the
date of this Indenture; provided, however, that the
amount of any dividends or any other payments or distributions on account of
Parent’s or any of its Restricted Subsidiaries’ Equity Interests and any
purchase or redemption of any Equity Interests of Parent or any direct or
indirect parent of Parent made pursuant to this clause (10) shall not exceed
$10.0 million since the date of the indenture; provided, further, that such
amount shall increase to $15.0 million if, at the time of such Restricted
Payment after giving pro forma effect thereto, the Consolidated Total Debt Ratio
for Parent’s most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
Restricted Payment is made would have been no greater than 3.25 to
1.0..

     

    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 Parent 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 Parent 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 $20.0 million.

     

    Section
4.08          Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.

     

    (a)           Parent
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 Parent or any
of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to
Parent or any of its Restricted Subsidiaries;

     

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

     

    (3)           sell,
lease or transfer any of its properties or assets to Parent or any of its
Restricted Subsidiaries.

     

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

     

    (1)           agreements
governing Existing Indebtedness and Credit Facilities as in effect on the close
of business on the date of this Indenture and any amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements; provided that the amendments, restatements, modifications,
renewals, 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, the Exchange Notes, the Note Guarantees and the Exchange
Note Guarantees to be issued in any Exchange Offer and related
documentation;


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    (3)           agreements
governing other Indebtedness permitted to be incurred under the provisions of
Section 4.09 hereof
and any amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings of those agreements; provided that the
restrictions therein are not materially more restrictive, taken as a whole, than
those contained in this Indenture, the Notes and the Note
Guarantees;

     

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

     

    (5)           any
instrument governing Indebtedness or Capital Stock of a Person acquired by
Parent or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness or Capital Stock was
incurred 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;

     

    (6)           non-assignment
provisions in contracts and licenses entered into in the ordinary course of
business, including, without limitation, any encumbrance or
restriction:

     

    (A)           that
restricts the subletting, assignment or transfer of any property or asset that
is subject to a lease, license or similar contract, or the assignment or
transfer of any such lease, license or other contract; and

     

    (B)           pursuant
to provisions restricting dispositions of real property interests set forth in
any reciprocal easement agreements of Parent or any Restricted
Subsidiary;

     

    (7)           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
hereof;

     

    (8)           any
agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other
disposition;

     

    (9)           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;

     

    (10)         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;

     

    (11)         provisions
limiting the disposition or distribution of assets or property in joint venture
agreements, asset sale agreements, sale-leaseback agreements, stock sale
agreements and other similar agreements (including agreements entered into in
connection with a Restricted Investment) entered into with the approval of
Parent’s Board of Directors, which limitation is applicable only to the assets
that are the subject of such agreements;

     

    (12)         encumbrances
or restrictions arising or existing by reason of applicable law or any
applicable rule, regulation or order; and


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    (13)         restrictions
on cash or other deposits or net worth entered into in the ordinary course of
business.

     

    Section
4.09          Incurrence of Indebtedness and Issuance of Preferred
Stock.

     

    (a)           Parent
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 Parent 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 Parent 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 Parent’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 such 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
foregoing limitations will not prohibit the incurrence of any of the following
items of Indebtedness (collectively, “Permitted
Debt”):

     

    (1)           the
incurrence by Parent and its Restricted Subsidiaries of additional Indebtedness
and letters of credit and bankers acceptances under Credit Facilities 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 Parent and its Restricted Subsidiaries
thereunder) not to exceed $385.0 million at the time of such
incurrence;

     

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

     

    (3)           the
incurrence by Parent 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 Parent 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, construction, installation or
improvement of property, plant or equipment used in the business of Parent or
any of its Restricted Subsidiaries, 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
(4), not to exceed $20 million at the time of such incurrence;

     

    (5)           the
incurrence by Parent 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), (3), (4), (5) or (13)
of this Section 4.09(b);


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

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

     

    (A)           if
Parent or any of its Restricted Subsidiaries is the obligor on such Indebtedness
and the payee is not Parent or a Restricted Subsidiary, such Indebtedness must
be unsecured and 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 Issuer,
or the Note Guarantee, in the case of a Guarantor; and

     

    (B)           (i)
any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than Parent or a Restricted Subsidiary
of Parent and (ii) any sale or other transfer of any such Indebtedness to a
Person that is not either Parent or a Restricted Subsidiary of
Parent,

     

    will be
deemed, in each case, to constitute an incurrence of such Indebtedness by Parent
or such Restricted Subsidiary, as the case may be, that was not permitted by
this clause (6);

     

    (7)           the
issuance by any of Parent’s Restricted Subsidiaries to Parent 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 Parent or a Restricted
Subsidiary of Parent; and

     

    (B)           any
sale or other transfer of any such preferred stock to a Person that is not
either Parent or a Restricted Subsidiary of Parent,

     

    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 Parent or any of its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business;

     

    (9)           the
guarantee by Parent or any of its Restricted Subsidiaries of Indebtedness of
Parent or a Restricted Subsidiary of Parent to the extent that the guaranteed
Indebtedness was permitted to be incurred by another provision of this Section
4.09; provided that if the Indebtedness being guaranteed is subordinated to or
pari passu with the
Notes, then the Guarantee must be subordinated or pari passu, as applicable, to
the same extent as the Indebtedness guaranteed;

     

    (10)         the
incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness in
respect of workers’ compensation claims, self-insurance obligations, bankers’
acceptances, performance and surety bonds in the ordinary course of
business;

     

    (11)         the
incurrence by Parent 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 10 Business Days;


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    (12)         Indebtedness
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, in each case, Incurred or assumed in connection
with the acquisition or disposition of any business, assets or a Subsidiary;
provided that (A) such Indebtedness is not reflected on the balance sheet of the
Issuer or any Restricted Subsidiary (contingent obligations referred to in a
footnote or footnotes to financial statements and not otherwise reflected on the
balance sheet will not be deemed to be reflected on such balance sheet for
purposes of this clause (A)) and (B) in the case of a disposition, the maximum
liability in respect of such Indebtedness shall at no time exceed the gross
proceeds including noncash proceeds (the Fair Market Value of such noncash
proceeds being determined at the time received and without giving effect to any
subsequent changes in value) actually received by the Issuer or such Restricted
Subsidiary in connection with such disposition; and

     

    (13)         the
incurrence by Parent 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 (13) not to exceed the greater of
$50.0 million and 7.5% of Total Assets as of such date of
incurrence.

     

    (c)           Parent
will not incur, and will not permit its Restricted Subsidiaries to incur, any
Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of Parent or such Restricted
Subsidiary unless such Indebtedness is also contractually subordinated in right
of payment to the Notes and the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of
Parent solely by virtue of being unsecured or by virtue of being secured on a
junior priority basis.

     

    (d)           For
purposes of determining compliance with this Section 4.09, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (13) above, or is entitled to be
incurred pursuant to Section 4.09(a) hereof, Parent will be permitted to
classify such item of Indebtedness on the date of its incurrence, or later
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, including any letters of credit issued thereunder, 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 or preferred stock dividends, 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 of dividends on preferred stock or
Disqualified Stock in the form of additional shares of the same class of
preferred stock or Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of preferred stock or Disqualified Stock for
purposes of this Section 4.09; provided, in each such case, that the amount
thereof is included in Fixed Charges of Parent as accrued. For purposes of
determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency shall be utilized, calculated
based on the relevant currency exchange rate in effect on the date such
Indebtedness was incurred.  Notwithstanding any other provision of
this Section 4.09, the maximum amount of Indebtedness that Parent 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.

     

    (e)           The
amount of any Indebtedness outstanding as of any date will be:


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

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

     

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

     

    (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 of the other Person.

     

    Section
4.10          Asset Sales.

     

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

     

    (1)
Parent (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 (measured
as of the date of the definitive agreement with respect to such Asset Sale) 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 Parent or such
Restricted Subsidiary is in the form of cash or Cash Equivalents.  For
purposes of this provision, each of the following will be deemed to be
cash:

     

    (A)           any
liabilities, as shown on Parent’s most recent consolidated balance sheet, of
Parent 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 novation or indemnity agreement that releases Parent or such
Restricted Subsidiary from or indemnifies against further
liability;

     

    (B)           any
securities, notes or other obligations received by Parent or any such Restricted
Subsidiary from such transferee that are converted by Parent or such Restricted
Subsidiary into cash, to the extent of the cash received in that conversion,
within 180 days following the closing of such Asset Sale;

     

    (C)           any
Designated Non-cash Consideration received by Parent or any of its Restricted
Subsidiaries in such Asset Sale having an aggregate fair market value, taken
together with all other Designated Non-cash Consideration received pursuant to
this clause (c) that is at that time outstanding, not to exceed the greater of
(i) $25 million or (ii) 5.0% of Total Assets at the time of the receipt of such
Designated Non-cash Consideration (with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received and
without giving effect to subsequent changes in value); and

     

    (D)           any
stock or assets of the kind referred to in clauses (2) or (4) of the next
paragraph of this Section 4.10.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    (b)           Within
365 days after the receipt of any Net Proceeds from an Asset Sale, Parent (or
the applicable Restricted Subsidiary, as the case may be) may apply such Net
Proceeds:

     

    (1)           to
repay Indebtedness and other Obligations under a Credit Facility that are
secured by a Lien;

     

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

     

    (3)           to
make a capital expenditure; or

     

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

     

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

     

    Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
second paragraph of this Section 4.10 will constitute “Excess
Proceeds.”  When the aggregate amount of Excess Proceeds
exceeds $20.0 million, within 30 business days thereof, Parent will make an
Asset Sale Offer to all Holders of Notes and all Holders of other Indebtedness
that ranks equal to the Notes (or pari passu) containing provisions similar to
those set forth in this Indenture with respect to offers to purchase, prepay or
redeem with the proceeds of sales of assets to purchase, prepay or redeem the
maximum principal amount of Notes and such other pari passu Indebtedness (plus
all accrued interest on the Indebtedness and the amount of all fees and
expenses, including premiums, incurred in connection therewith) that may be
purchased, prepaid or redeemed 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,
prepayment or redemption, subject to the rights of Holders of Notes on the
relevant record date to receive interest due on the relevant interest payment
date, and will be payable in cash.  If any Excess Proceeds remain
after consummation of an Asset Sale Offer, Parent may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture.  If the
aggregate principal amount of Notes and other pari passu Indebtedness
tendered in (or required to be prepaid or redeemed in connection with) such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select
the Notes and such other pari
passu Indebtedness to be purchased on a pro rata basis, based on the
amounts tendered or required to be prepaid or redeemed (with such adjustments as
may be deemed appropriate by Parent so that only Notes in denominations of
$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased).
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be
reset at zero.

     

    Parent
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 each repurchase of Notes pursuant
to a Change of Control Offer or an Asset Sale Offer.  To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control or Asset Sale provisions of this Indenture, Parent will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under the Change of Control or Asset Sale
provisions of this Indenture by virtue of such compliance.


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

     

    Section
4.11          Transactions with Affiliates.

     

    (a)           Parent
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 Parent (each,
an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of
$5.0 million, unless:

     

    (1)           the
Affiliate Transaction is on terms that are no less favorable to Parent or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by Parent or such Restricted Subsidiary with an unrelated
Person; and

     

    (2)           Parent
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 Parent 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 disinterested members of the Board of Directors of Parent;
and

     

    (B)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $20.0 million, an opinion as to
the fairness to Parent 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.

     

    (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
employment agreement, employee benefit plan, officer or director indemnification
agreement or any similar arrangement entered into by Parent or any of its
Restricted Subsidiaries in the ordinary course of business and payments pursuant
thereto;

     

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

     

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

     

    (4)           payment
of reasonable and customary fees and reimbursements of expenses (pursuant to
indemnity arrangements or otherwise) of officers, directors, employees or
consultants of Parent or any of its Restricted Subsidiaries;

     

    (5)           any
issuance of Equity Interests (other than Disqualified Stock) of Parent to
Affiliates of Parent;

     

    (6)           Restricted
Payments that do not violate Section 4.07 hereof or is a Permitted
Investment;


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    (7)           Affiliated
Transactions with Beverly Radiology Medical Group III (and any of its
Affiliates, successors or assigns) in existence as of the date of this
Indenture, or which are materially consistent with the Affiliate Transactions
between the Issuer, Parent and Beverly Radiology Medical Group III as of the
date of this Indenture and approved by a majority of Board of
Directors;

     

    (8)           loans
or advances to employees or consultants which are approved by a majority of the
Board of Directors of Parent in good faith;

     

    (9)           transactions
with customers, clients, suppliers or purchasers or sellers of goods or
services, in each case in the ordinary course of business and otherwise in
compliance with the terms of this Indenture, which are fair to Parent or its
Restricted Subsidiaries, in the reasonable determination of the Board of
Directors of Parent or the senior management thereof, or are on terms at least
as favorable as might reasonably have been obtained at such time from an
unaffiliated party; and

     

    (10)         any
agreement as in effect as of the date of this Indenture or any amendment thereto
(so long as any such amendment is not disadvantageous to the Holders of the
Notes in any material respect) or any transaction contemplated
thereby.

     

    Section
4.12          Liens.

     

    Parent
will not and will not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien
of any kind (other than Permitted Liens) securing Indebtedness or trade payables
upon any of their property or assets, 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 and, if such Lien secures
subordinated Indebtedness, the notes are secured by a Lien on the same property,
assets, income or profits which is senior to such Lien securing such
subordinated Indebtedness to the same extent as the notes are senior to such
subordinated Indebtedness, in each case, until such time as such obligations are
no longer secured by a Lien.

     

    Section
4.13          Offer to Repurchase Upon
Change of
Control.

     

    (a)           If
a Change of Control occurs, each Holder of Notes will have the right to require
the Issuer 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 pursuant to a
Change of Control Offer on the terms set forth in this Indenture.  In
the Change of Control Offer, the Issuer will offer (a “Change of Control Offer”) a
payment 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 (the “Change of Control Payment”), subject
to the rights of Holders of Notes on the relevant record date to receive
interest due on the relevant interest payment date.  Within 30 days
following any Change of Control, the Issuer will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase notes on the Change of Control Payment Date specified
in the notice, which date will 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”), pursuant to the procedures required by this Indenture and
described in such notice.  The Issuer 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 Change of Control provisions of
this Indenture, the Issuer will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Change of Control provisions of this Indenture by virtue of such
compliance.


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

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

     

    (1)
accept for payment all Notes or portions of Notes properly tendered 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 properly tendered; 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 Issuer.

     

    (c)           The
Paying Agent will promptly mail to each Holder of Notes properly tendered 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.  The Issuer will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.  The provisions described above that require the
Issuer 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 above with respect to a Change of
Control, this Indenture does not contain provisions that permit the Holders of
the Notes to require that the Issuer repurchase or redeem the notes in the event
of a takeover, recapitalization or similar transaction.

     

    (d)           The
Issuer 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
Indenture applicable to a Change of Control Offer made by the Issuer and
purchases all Notes properly tendered and not withdrawn under the Change of
Control Offer, or (2) notice of redemption has been given pursuant to this
Indenture as described in Section 3.07 hereof, unless and until there is a
default in payment of the applicable redemption price. Notwithstanding anything
to the contrary contained herein, a Change of Control Offer may be made in
advance of a Change of Control, conditioned upon the consummation of such Change
of Control, if a definitive agreement is in place for the Change of Control at
the time the Change of Control Offer is made.

     

    Section
4.14          Additional Note Guarantees.

     

    If Parent
or any of its Restricted Subsidiaries acquires or creates another Wholly-Owned
Domestic Subsidiary after the date of this Indenture, or any other Subsidiary of
Parent or its Restricted Subsidiaries guarantees any Indebtedness of the Issuer
or any Guarantor, then that Subsidiary will become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel satisfactory to the
Trustee within 10 Business Days of the date on which it was acquired or
created.  The form of such supplemental indenture is attached as
Exhibit F hereto.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    Section
4.15          Designation of Restricted and
Unrestricted
Subsidiaries.

     

    The Board
of Directors of Parent 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 Parent and its Restricted Subsidiaries in the Subsidiary designated as
Unrestricted will be deemed to be an Investment made as of the time of the
designation and will 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 Parent.  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 Parent may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

     

    Any
designation of a Subsidiary of Parent 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 fail to meet the preceding
requirements 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
Parent as of such date and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.09 hereof, Parent will be in default of such
covenant. The Board of Directors of Parent may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that
such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of Parent of any outstanding Indebtedness of such
Unrestricted Subsidiary, and such designation will only be permitted if (1) such
Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the applicable
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.

     

    (a)           Parent
will not, directly or indirectly: (1) consolidate or merge with or into another
Person (whether or not Parent is the surviving corporation), or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of Parent and its Restricted Subsidiaries taken as a whole,
in one or more related transactions, to another Person, unless:

     

    (1)           either:

     

    (A)           Parent
is the surviving corporation; or

     

    (B)           the
Person formed by or surviving any such consolidation or merger (if other than
Parent) or to which such sale, assignment, transfer, conveyance 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;
and, if such entity is not a corporation, a co-obligor of the Notes is a
corporation organized or existing under any such laws;

     

    (2)           the
Person formed by or surviving any such consolidation or merger (if other than
Parent) or the Person to which such sale, assignment, transfer, conveyance or
other disposition has been made assumes all the obligations of Parent under the
notes, its Note Guarantee, this Indenture and the Registration Rights Agreement
pursuant to agreements reasonably satisfactory to the Trustee;


    
      
         


      

      
        58

        
          

        

      

      
         


      

    

     

    (3)           immediately
after such transaction, no Default or Event of Default shall have occurred and
be continuing; and

     

    (4)           Parent
or the Person formed by or surviving any such consolidation or merger (if other
than Parent), or to which such sale, assignment, transfer, conveyance 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, (i) be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof or (ii) the Fixed Charge Coverage Ratio for the successor company
and its Restricted Subsidiaries would be greater than such ratio for Parent and
its Restricted Subsidiaries immediately prior to such transaction.

     

    In
addition, Parent will not, directly or indirectly, lease all or substantially
all of the properties and assets of it and its Restricted Subsidiaries taken as
a whole, in one or more related transactions, to any other Person.

     

    This
Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease
or other disposition of assets between or among Parent and its Restricted
Subsidiaries.  Clauses (3) and (4) of the first paragraph of this
covenant will not apply to (1) any merger or consolidation of Parent with or
into one of its Restricted Subsidiaries for any purpose or (2) with or into an
Affiliate solely for the purpose of reincorporating Parent in another
jurisdiction.

     

    (b)           The
Issuer will not, directly or indirectly:  (1) consolidate or merge
with or into another Person (whether or not the Issuer is the surviving
corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Issuer and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

     

    (1)           either:

     

    (A)           the
Issuer is the surviving corporation; or

     

    (B)           the
Person formed by or surviving any such consolidation or merger (if other than
the Issuer) or to which such sale, assignment, transfer, conveyance 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;
and, if such entity is not a corporation, a co-obligor of the notes is a
corporation organized or existing under any such laws;

     

    (2)           the
Person formed by or surviving any such consolidation or merger (if other than
the Issuer) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of the Issuer
under the notes, this Indenture and the Registration Rights Agreement pursuant
to agreements reasonably satisfactory to the trustee; and

     

    (3)           immediately
after such transaction, no Default or Event of Default shall have occurred and
be continuing.

     

    In
addition, the Issuer will not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    This
Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease
or other disposition of assets between or among Parent, the Issuer and its
Restricted Subsidiaries.  Clause (3) of the first and fourth
paragraphs of this covenant will not apply to any merger or consolidation of
Parent or the Issuer, as applicable, (1) with or into one of its Restricted
Subsidiaries for any purpose or (2) with or into an Affiliate solely for the
purpose of reincorporating Parent or the Issuer, as applicable, in another
jurisdiction.

    


    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
Issuer 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 Issuer 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 Issuer), and may exercise
every right and power of the Issuer under this Indenture with the same effect as
if such successor Person had been named as the Issuer herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal of, premium on, if any, and interest and Special Interest, if any, on,
the Notes except in the case of a sale of all of the Issuer’s assets in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof.

     

    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 and Special Interest, if any,
on, the Notes;

     

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

     

    (3)           failure
by the Issuer or any of its Restricted Subsidiaries to comply with the
provisions of Sections 4.07, 4.09, 4.10, 4.13 or 5.01 hereof;

     

    (4)           failure
by Parent or any of its Restricted Subsidiaries for 180 days after notice to the
Issuer 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 its obligations under Section 4.03 hereof (provided that, if applicable,
failure by the Issuer or Parent to comply with the provisions of Section 314(a)
of the Trust Indenture Act will not in itself be deemed a Default or an Event of
Default under this Indenture);

     

    (5)           failure
by Parent or any of its Restricted Subsidiaries for 60 days after notice to
Parent 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 its obligations under this Indenture;


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    (6)           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 Parent or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by Parent 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 pay principal of, premium on, if any, or interest on, if
any, such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness on the date of such default (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
$20.0 million or more;

     

    (7)           failure
by Parent or any of its Restricted Subsidiaries to pay final judgments entered
by a court or courts of competent jurisdiction (other than judgments which are
covered by enforceable insurance policies issued by solvent carriers)
aggregating in excess of $20.0 million, which judgments are not paid, discharged
or stayed, for a period of 60 days;

     

    (8)           Parent
or any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries of Parent 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, or

     

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

     

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

     

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

     

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


    
      
         


      

      
        61

        
          

        

      

      
         


      

    

     

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

     

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

     

    (10)         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.

     

    Section
6.02          Acceleration.

     

    In the
case of an Event of Default specified in clause (8) or (9) of Section 6.01
hereof, with respect to Parent, any Restricted Subsidiary of Parent that is a
Significant Subsidiary or any group of Restricted Subsidiaries of Parent 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.

     

    The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders of
all the Notes, rescind an acceleration and its consequences hereunder, if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal of, premium on, if any,
interest or Special Interest, if any, on the Notes that has become due solely
because of the acceleration) have been cured or waived.

     

    Section
6.03          Other Remedies.

     

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

     

    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 waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
principal of, premium on, if any, interest or Special Interest, if any, on, the
Notes (including in connection with an offer to purchase); 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.


    
      
         


      

      
        62

        
          

        

      

      
         


      

    

     

    Section
6.05          Control by Majority.

     

    Subject
to Section 7.01(e), 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.

     

    Except to
enforce the right to receive payment of principal, premium, if any, interest or
Special Interest, if any, when due, no Holder of a Note may pursue any remedy
with respect to this Indenture or the Notes unless:

     

    (1)           such
Holder has previously given 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;

     

    (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 such 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 of, premium on, if any, interest or Special
Interest, if any, 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 Issuer for the whole amount of principal
of, premium on, if any, and interest and Special Interest, if any, 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.


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

     

    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 the
Notes allowed in any judicial proceedings relative to the Issuer (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.  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.

     

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

     

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

     

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

     

    Section
6.11          Undertaking for
Costs.

     

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


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

     

    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.  However, the Trustee will
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

     

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

     

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

     

     (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 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 Issuer.  Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by law.

     

    (g)           The
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture.


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    (h)           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.

     

    (i)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture.

     

    (j)           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 its capacity hereunder, and each agent,
custodian and other Person employed to act hereunder.

     

    (k)           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 and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the
circumstances.

     

    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 and the written 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 agent 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; provided, however, that the
Trustee's conduct does not constitute willful misconduct or
negligence.

     

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

     

    (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 reasonable indemnity or security
satisfactory to it against the losses, liabilities and expenses that might be
incurred by it in compliance with such request or direction.


    
      
         


      

      
        66

        
          

        

      

      
         


      

    

     

    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 Issuer or any Affiliate of the Issuer
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 Issuer’s use of the proceeds from the Notes or any money paid to the
Issuer or upon the Issuer’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 is known to the
Trustee.  Except in the case of a Default or Event of Default in
payment of principal of, premium on, if any, interest or Special Interest, if
any, 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 the Notes.

     

    Section
7.06          Reports by Trustee to Holders of the
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 the Notes a brief report dated as of such reporting date that
complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred
within the 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 Issuer 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 Issuer will promptly notify the Trustee when the Notes
are listed on any stock exchange.

     

    Section
7.07          Compensation and
Indemnity.

     

    (a)           The
Issuer shall pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Issuer and the Trustee for its services. The Trustee’s compensation
will not be limited by any law on compensation of a trustee of an express
trust.  The Issuer 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.


    
      
         


      

      
        67

        
          

        

      

      
         


      

    

     

    (b)           The
Issuer and the Guarantors, jointly and severally, will indemnify the Trustee
against any and all losses, 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 Issuer and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Issuer, 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 may be attributable to its negligence
or bad faith.  The Trustee will notify the Issuer promptly of any
claim for which it may seek indemnity.  Failure by the Trustee to so
notify the Issuer will not relieve the Issuer or any of the Guarantors of their
obligations hereunder.  The Issuer or such Guarantor will defend the
claim and the Trustee will cooperate in the defense.  The Trustee may
have separate counsel and the Issuer will pay the reasonable fees and expenses
of such counsel.  Neither the Issuer nor any Guarantor need pay for
any settlement made without its consent, which consent will not be unreasonably
withheld.  The Issuer or such Guarantor need not reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee's own willful misconduct or negligence.

     

    (c)           The
obligations of the Issuer and the Guarantors under this Section 7.07 will
survive the satisfaction and discharge of this Indenture.

     

    (d)           To
secure the Issuer’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 of,
premium on, if any, interest or Special Interest, if any, 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.

     

    (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 Issuer.  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 Issuer in writing.  The
Issuer 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.


    
      
         


      

      
        68

        
          

        

      

      
         


      

    

     

    (c)           If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Issuer 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 Issuer.

     

    (d)           If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders
of at least 10% in aggregate principal amount of the then outstanding Notes may
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 Issuer.  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 Issuer’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, the successor
corporation without any further act will be the successor Trustee.

     

    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.


    
      
         


      

      
        69

        
          

        

      

      
         


      

    

     

    ARTICLE
8

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

    Section
8.01          Option to Effect Legal Defeasance
or Covenant
Defeasance.

     

    The
Issuer 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 upon compliance with the
conditions set forth below in this Article 8.

     

    Section
8.02          Legal Defeasance and Discharge.

     

    Upon the
Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuer 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 Issuer 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 Issuer, 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, premium on, if any, interest or Special Interest, if any, on, such
Notes when such payments are due from the trust referred to in Section 8.04
hereof;

     

     (2)          the
Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02
hereof;

     

     (3)          the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuer’s and the Guarantors’ obligations in connection therewith;
and

     

     (4)          this
Article 8.

     

    Subject
to compliance with this Article 8, the Issuer 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
Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer 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 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 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 Issuer 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 Issuer’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), (4), (5), (6), (7) and (10) hereof will not constitute
Events of Default.


    
      
         


      

      
        70

        
          

        

      

      
         


      

    

     

    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
Issuer must irrevocably deposit with the Trustee, in trust, 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, in the opinion of a
nationally recognized investment bank, appraisal firm, or firm of independent
public accountants selected by the Issuer, to pay the principal of, premium
on, if any, interest and Special Interest, if any, on, the outstanding Notes on
the stated date for payment thereof or on the applicable redemption date, as the
case may be, and the Issuer 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 Issuer must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that:

     

     (A)         the
Issuer has received from, or there has been published by, the Internal Revenue
Service a ruling; or

     

     (B)          since
the date of this Indenture, there has been a change in the applicable federal
income tax law,

     

    in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the 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 Issuer 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 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 (and any similar concurrent
deposit relating to other Indebtedness), and the granting of Liens to secure
such borrowings);


    
      
         


      

      
        71

        
          

        

      

      
         


      

    

     

     (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 and the agreements governing any other Indebtedness being
defeased, discharged or replaced) to which the Issuer or any of the Guarantors
is a party or by which the Issuer or any of the Guarantors is
bound;

     

     (6)          the
Issuer must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuer with the intent of preferring the Holders of
Notes over the other creditors of the Issuer with the intent of defeating,
hindering, delaying or defrauding any creditors of the Issuer or others;
and

     

     (7)          the
Issuer 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 Issuer acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, interest and Special Interest, if any, but such
money need not be segregated from other funds except to the extent required by
law.

     

    The
Issuer 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.

     

    Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Issuer from time to time upon the request of the Issuer any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof
which 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.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, premium on, if any, interest or
Special Interest, if any, on, any Note and remaining unclaimed for two years
after such principal, premium, if any, interest or Special Interest, if any, has
become due and payable shall be paid to the Issuer on its request or (if then
held by the Issuer) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money will thereupon cease.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    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 Issuer’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 Issuer makes any payment of principal of, premium on, if any, interest or
Special Interest, if any, on, any Note following the reinstatement of its
obligations, the Issuer 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, without the consent of any Holder of Notes, the
Issuer, the Guarantors and the Trustee may amend or supplement this Indenture,
the Notes or the Note Guarantees:

     

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

     

     (2)          to
provide for uncertificated Notes in addition to or in place of certificated
Notes;

     

     (3)          to
provide for the assumption of the Issuer’s or a Guarantor’s obligations to the
Holders of the Notes and Note Guarantees by a successor to the Issuer 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 the Notes or that does not adversely affect the legal rights
hereunder of any 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 Notes, the Note Guarantees to any
provision of the “Description of Notes” section of the Issuer’s Offering
Memorandum dated March 31, 2010, 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 this Indenture, the Notes, the Note
Guarantees, which intent may be evidenced by an Officers’ Certificate to that
effect;

     

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

     

     (8)          to
allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes.

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    Section
9.02          With Consent of Holders of Notes.


    Except as
provided below in this Section 9.02, the Issuer and the Trustee may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and
4.13 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 on, if any, interest or Special Interest, if any, 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).

     

    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 or waiver, but
it is sufficient if such consent approves the substance thereof.

     

    After an
amendment, supplement or waiver under Section 9.01 or this Section 9.02 becomes
effective, the Issuer will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any
failure of the Issuer 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 Issuer with any provision of this Indenture, 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 redemption of the Notes (except as
provided above with respect to Sections 3.09, 4.10 and 4.13
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, premium on, if
any, interest 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,
premium on, if any, interest 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 4.13 hereof);

     

     (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


    
      
         


      

      
        74

        
          

        

      

      
         


      

    

     

     (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 a
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.

     

    The
Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.  No such consent shall be valid or effective for
more than 120 days after such record date.

     

    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 Issuer 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 Issuer
may not sign an amended or supplemental indenture until the Board of Directors
of the Issuer approves it.  In executing any amended or supplemental
indenture, the Trustee will be entitled to receive 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.

     

    Section
9.07          Payments for
Consent.

     

    The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of 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
the 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.


    
      
         


      

      
        75

        
          

        

      

      
         


      

    

     

    ARTICLE
10

    NOTE
GUARANTEES

     

    Section
10.01.     Guarantee.

     

    (a)           Subject
to this Article 10, each of the Guarantors 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 Issuer hereunder or thereunder, that:

     

     (1)         
the principal of, premium on, if any, interest and Special Interest, if any, on,
the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of,
premium on, if any, interest and Special Interest, if any, on, the Notes, if
lawful, and all other obligations of the Issuer to the Holders or the Trustee
hereunder or thereunder 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 Issuer, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.  Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, 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
Issuer, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Issuer 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.


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    (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.

     

    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 Issuer or any of its Restricted Subsidiaries creates or acquires
any Wholly-Owned Domestic Subsidiary after the date of this Indenture, if
required by Section 4.14 hereof, the Issuer will cause such Wholly-Owned
Domestic Subsidiary to comply with the provisions of Section 4.14 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 Restricted Subsidiary or Parent
that is a 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 Issuer or
another Guarantor, unless:


    
      
         


      

      
        77

        
          

        

      

      
         


      

    

     

     (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 unconditionally assumes
all the obligations of that Guarantor under its Note Guarantee, this Indenture,
the Registration Rights Agreement on the terms set forth herein or therein,
pursuant to a supplemental indenture satisfactory to the Trustee;
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.

     

    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 Issuer 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 Issuer 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 Issuer or another
Guarantor.

     

    Section
10.05.     Releases.

     

    The Note
Guarantee of any Guarantor other than Parent will be released:

     

    (a)           In
connection with any sale or other disposition of all or substantially all of the
assets of that Guarantor, by way of merger, consolidation or otherwise, to a
Person that is not (either before or after giving effect to such transaction)
Parent or a Restricted Subsidiary of Parent, if the sale or other disposition
does not violate Section 4.10 hereof;

     

    (b)           In
connection with any sale or other disposition of Capital Stock of that Guarantor
to a Person that is not (either before or after giving effect to such
transaction) Parent or a Restricted Subsidiary of Parent, if the sale or other
disposition does not violate the “Asset Sale” provisions of this Indenture and
the Guarantor ceases to be a Restricted Subsidiary of the Issuer as a result of
the sale or other disposition;

     

    provided, in both cases, that
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.  Upon delivery by the Issuer 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 Issuer 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.


    
      
         


      

      
        78

        
          

        

      

      
         


      

    

     

    (c)           If
Parent designates any Restricted Subsidiary that is a 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.

     

    (d)           Upon
Legal Defeasance or Covenant Defeasance 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.

     

    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,
premium on, if any, interest 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 Issuer following the expiration of the
period for holding unclaimed funds set forth in this Indenture, 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 Issuer 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, if any, interest and Special
Interest, if any, to the date of maturity or redemption;

     

     (2)          in
respect of subclause (b) of clause (1) of this Section 11.01, no Default or
Event of Default has occurred and is continuing on the date of the deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit and any similar deposit relating to other
Indebtedness and, in each case, the granting of Liens to secure such borrowings)
and the deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Issuer or any Guarantor is a
party or by which the Issuer or any Guarantor is bound (other than with respect
to the borrowing of funds to be applied concurrently to make the deposit
required to effect such satisfaction and discharge and any similar concurrent
deposit relating to other Indebtedness, and in each case the granting of Liens
to secure such borrowings);


    
      
         


      

      
        79

        
          

        

      

      
         


      

    

     

     (3)          the
Issuer or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and

     

     (4)          the
Issuer 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, except in the case of satisfaction and discharge of this Indenture
resulting from repayment of the Notes at their Stated Maturity, the Issuer 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.

     

    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 Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any, interest and Special Interest, if any, 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 Issuer’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 Issuer has made any payment of principal of, premium on, if any,
interest or Special Interest, if any, on, any Notes because of the reinstatement
of its obligations, the Issuer 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 Issuer, 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:


    
      
         


      

      
        80

        
          

        

      

      
         


      

    


    If to the
Issuer and/or any Guarantor:

     

    Radnet
Management, Inc.

    1510
Cotner Avenue

    Los
Angeles, California 90025

    Facsimile
No.:  (310) 445-2980 

    Attention:  Jeffrey
Linden, Esq.

     

    With a
copy to:

    Sheppard,
Mullin, Richter & Hampton LLP

    1901
Avenue of the Stars

    Los
Angeles, California 90067-6017

    Facsimile
No.:  (310) 228-3701

    Attention:
Linda Michaelson and Louis Lehot

    


    If to the
Trustee:

    U.S. Bank
National Association

    Corporate
Trust Services

    633 West
5th Street, 24th Floor

    Los
Angeles, CA 90071

    Facsimile
No.:  (213)
615-6199

    Attention:  Georgina
Thomas, Trust Officer

     

    The
Issuer, 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; provided, however, that
notice to the Trustee shall be effective only upon receipt.

     

    Any
notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication 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
Issuer mails a notice or communication to Holders, it will mail a copy to the
Trustee and each Agent at the same time.


    
      
         


      

      
        81

        
          

        

      

      
         


      

    

     

    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 Issuer, 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 Issuer to the Trustee to take any action under
this Indenture, the Issuer 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

     

    (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.

     

    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
director, officer, employee, consultant, agent, representative, advisor,
incorporator or stockholder of the Issuer or any Guarantor, as such, will have
any liability for any obligations of the Issuer or the Guarantors under the
Notes, this Indenture, the Note Guarantees 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 waives and releases all such
liability.  The waiver and release are part of the consideration for
issuance of the Notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.


    
      
         


      

      
        82

        
          

        

      

      
         


      

    

     

    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.

     

    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 Issuer 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 Issuer 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.

     

    [Signatures
on following page]


    
      
         


      

      
        83

        
          

        

      

      
         


      

    


    SIGNATURES

     

    Dated as
of April 6, 2010

     

    
      
        	
                RADNET
      MANAGEMENT, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Howard G. Berger,
  M.D.

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President

              
	 
      
	
                RADNET,
      INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Executive Officer

              
	 
      
	
                RADNET
      MANAGED IMAGING SERVICES, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President, Chief Financial Officer and

              
	 
      	
                Secretary

              
	 
      
	
                RADNET
      MANAGEMENT I, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      
	
                RADNET
      MANAGEMENT II, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial
Officer

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                RADNET
      SUB, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                FRI
      II, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                FRI,
      INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                PACIFIC
      IMAGING PARTNERS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                ROLLING
      OAKS IMAGING CORPORATION

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                ROLLING
      OAKS RADIOLOGY, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial
Officer

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              SOCAL
      MR SITE MANAGEMENT, INC.

                                            
	 	 
	
                                              By:

                                            	
                                              
                                                /s/ Howard G. Berger,
      M.D.

                                              

                                            
	 
      	
                                              Name:
      Howard G. Berger, M.D.

                                            
	 
      	
                                              Title:
      President and Chief Financial Officer

                                            
	 
	
                                              VALLEY
      IMAGING PARTNERS, INC.

                                            
	 
	
                                              By:

                                            	
                                              
                                                /s/ Howard G. Berger,
      M.D.

                                              

                                            
	 
      	
                                              Name:
      Howard G. Berger, M.D.

                                            
	 
      	
                                              Title:
      President and Chief Financial Officer

                                            
	 
	
                                              ADVANCED
      IMAGING PARTNERS, INC.

                                            
	 
	
                                              By:

                                            	
                                              
                                                /s/ Howard G. Berger,
      M.D.

                                              

                                            
	 
      	
                                              Name:
      Howard G. Berger, M.D.

                                            
	 
      	
                                              Title:
      President and Chief Financial Officer

                                            
	 
	
                                              COMMUNITY
      IMAGING PARTNERS, INC.

                                            
	 
	
                                              By:

                                            	
                                              
                                                /s/ Howard G. Berger,
      M.D.

                                              

                                            
	 
      	
                                              Name:
      Howard G. Berger, M.D.

                                            
	 
      	
                                              Title:
      President and Chief Financial Officer

                                            
	 
	
                                              DELAWARE
      IMAGING PARTNERS, INC.

                                            
	 
	
                                              By:

                                            	
                                              
                                                /s/ Howard G. Berger,
      M.D.

                                              

                                            
	 
      	
                                              Name:
      Howard G. Berger, M.D.

                                            
	 
      	
                                              Title:
      President and Chief Financial Officer

                                            
	 
	
                                              DIAGNOSTIC
      IMAGING SERVICES, INC.

                                            
	 
	
                                              By:

                                            	
                                              
                                                /s/ Howard G. Berger,
      M.D.

                                              

                                            
	 
      	
                                              Name:
      Howard G. Berger, M.D.

                                            
	 
      	
                                              Title:
      Vice President and Chief Financial

                                            
	 
      	
                                                
      Officer

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                IDE
      IMAGING PARTNERS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      
	
                MID
      ROCKLAND IMAGING PARTNERS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      
	
                RADIOLOGIX,
      INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      
	
                RADIOLOGY
      AND NUCLEAR MEDICINE

              
	
                IMAGING
      PARTNERS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      
	
                TREASURE
      COAST IMAGING PARTNERS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      
	
                QUESTAR
      IMAGING, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial
Officer

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                QUESTAR
      LOS ALAMITOS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                QUESTAR
      VICTORVILLE, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                NEW
      JERSEY IMAGING PARTNERS, INC.

              
	 
      	 
      
	
                By:

              	
                
                  /s/ Howard G. Berger,
      M.D.

                

              
	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	
                Title:
      President and Chief Financial Officer

              
	 
      	 
      
	
                U.S.
      BANK NATIONAL ASSOCIATION

              
	 
      	 
      
	
                By:

              	
                /s/ Georgina Thomas

              
	
                Name:

              	Georgina
      Thomas
	
                Title:

              	Trust
      Officer


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        

      

    

     

    103⁄8%
Senior Notes due 2018

     

    
      	
              No.
      ___

            	
              $____________*

            


    

     

    RADNET
MANAGEMENT, INC.

     

    promises
to pay to               
or registered assigns,

     

    the
principal sum of __________________________________________________________
DOLLARS on April 1, 2018.

     

    Interest
Payment Dates:  April 1 and October 1, beginning October 1,
2010

     

    Record
Dates:  March 15 and September 15

     

    Dated:  April
6, 2010

     

    
      
        
          	
                  RADNET
      MANAGEMENT, INC.

                
	 
      	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    This is
one of the Notes referred to

    in the
within-mentioned Indenture:

     

    U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

     

    
      
        	
                By:

              	
                  

              
	 
      	
                Authorized
      Signatory

              


      

    

     

      
        

      

    

     
 

      
        

      

    

    

      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

    

    


    103⁄8%
Senior Notes due 2018

     

    [Insert
the Global Note Legend, if applicable]

     

    [Insert
the Private Placement Legend, if applicable]

     

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

     

    (1)           Interest.  Radnet
Management, Inc., a California corporation (the “Issuer”), promises to pay or
cause to be paid interest on the principal amount of this Note at 103⁄8% per annum
from April 6, 2010 until maturity and shall pay the Special Interest, if any,
payable pursuant to the Registration Rights Agreement referred to
below.  The Issuer will pay interest and Special Interest, if any,
semi-annually in arrears on April 1 and October 1 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 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, until but not including the Interest Payment Date; provided that, if this Note
is authenticated between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be October 1, 2010.  The
Issuer will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than
the then applicable interest rate 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.

     

    Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.

     

    (2)           Method of
Payment.  The Issuer 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 March 15 or
September 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, if any,
interest and Special Interest, if any, at the office or agency of the Paying
Agent and Registrar within the City and State of New York, or, at the option of
the Issuer, 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, premium on, if any, interest and Special Interest, if
any, on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Issuer 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, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Issuer may change the Paying Agent or Registrar
without prior notice to the Holders of the Notes.  The Issuer or any
of its Subsidiaries may act as Paying Agent or Registrar.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    (4)          Indenture.  The
Issuer issued the Notes under an Indenture dated as of April 6, 2010 (the “Indenture”) among the Issuer,
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 such Act 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
Issuer.  The Indenture does not limit the aggregate principal amount
of Notes that may be issued thereunder.

     

    (5)          Optional
Redemption.

     

    (a)            At
any time prior to April 1, 2013, the Issuer may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to 110.375% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest and Special Interest, if any, to the date of
redemption (subject to the rights of Holders of Notes on the relevant record
date to receive interest on the relevant interest payment date) with the net
cash proceeds of an Equity Offering by Parent; provided that:

     

    (A)          at
least 65% of the aggregate principal amount of Notes originally issued under the
Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption;
and

     

    (B)           the
redemption occurs within 90 days of the date of the closing of such Equity
Offering.

     

    (b)           At
any time prior to April 1, 2014, the Issuer may on any one or more occasions
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at redemption price equal to 100% of the principal amount of the Notes
redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and
Special Interest, if any, to the applicable date of redemption, 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 the preceding paragraphs, the Notes will not be redeemable at the
Issuer’s option prior to April 1, 2014.

     

    (d)           On
or after April 1, 2014, the Issuer may on any one or more occasions 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 April 1 of the years indicated below, subject
to the rights of Holders on the relevant record date to receive interest on the
relevant Interest Payment Date:

     

    
      
        
          
            	
                    Year

                  	 	
                    Percentage

                  	 
	
                    2014

                  	 	 	105.188	%
	
                    2015

                  	 	 	102.594	%
	
                    2016
      and thereafter

                  	 	 	100.000	%


          

        

      

    

    


    Unless
the Issuer 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.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

     

    (6)          Mandatory
Redemption.  The Issuer 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 Issuer 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 (the “Change of Control
Payment”).  Within ten days following any Change of Control,
the Issuer will mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

     

    (b) 
Following the occurrence of certain Asset Sales, the Issuers may be required to
offer to repurchase the Notes as required by the Indenture.

     

    (8)          Notice of
Redemption.  At least 30 days but not more than 60 days before
a redemption date, the Issuer will mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed more than
60 days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of the Indenture
pursuant to Articles 8 or 11 thereof.  Notes and portions of Notes
selected will be in amounts of $2,000 or whole multiples of $1,000 in excess
thereof; 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 shall be
redeemed or purchased

     

    (9)          Denominations,
Transfer,
Exchange.  The
Notes are in registered form in 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, unless waived by the
Issuer.  The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Issuer 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 Issuer need not exchange or register the transfer of any Notes for a period
of 15 days before a selection of Notes to be redeemed or during the period
between a record date and the next succeeding Interest Payment
Date.

     

    (10)        Persons
Deemed
Owners.  The
registered Holder of a Note may be treated as the owner of it for all purposes.
Only registered Holders have rights under the Indenture.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    (11)        Amendment,
Supplement and Waiver.  Subject to certain exceptions, the
Indenture, 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, and 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.  Without the consent of any Holder of Notes, the
Indenture, 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 Issuer’s or a Guarantor’s obligations to Holders of the Notes and Note
Guarantees by a successor to the Issuer or such Guarantor pursuant to the
Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any 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 Notes or the Note Guarantees to
any provision of the “Description of Notes” section of the Issuer’s Offering
Memorandum dated March 31, 2010, 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 Notes or the Note
Guarantees, which intent may be evidenced by an Officers’ Certificate to that
effect, to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture, or to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes.

     

    (12)        Defaults
and
Remedies.  The Notes are subject to Defaults and Events of
Default set forth in Section 6.01 of the Indenture.  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 the Notes, rescind an
acceleration or waive an existing Default or Event of Default and its respective
consequences under the Indenture except a continuing Default or Event of Default
in the payment of principal of, premium on, if any, interest or Special
Interest, if any, on, the Notes (including in connection with an offer to
purchase).  Parent is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and Parent 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 Issuer.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Issuer or its Affiliates, and may
otherwise deal with the Issuer or its Affiliates, as if it were not the
Trustee.

     

    (14)        No
Recourse Against Others.  No director, officer, employee,
consultant, agent, representative, advisor, incorporator or stockholder of the
Issuer or any Guarantor, as such, will have any liability for any obligations of
the Issuer or the Guarantors under the Notes, this Indenture, the Note
Guarantees 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 waives and releases all such liability.  The waiver and release
are part of the consideration for issuance of the Notes.  The waiver
may not be effective to waive liabilities under the federal securities
laws.

     

    (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).


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    (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 April 6, 2010, among the Issuer, 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,
among the Issuer, the Guarantors and the other parties thereto, relating to
rights given by the Issuer 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 Issuer 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
Issuer 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:

     

    Radnet
Management, Inc.

    1510
Cotner Avenue

    Los
Angeles, California 90025

    Facsimile
No.:  (310) 445-2980 

    Attention:  Jeffrey
Linden, Esq.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    Assignment
Form

     

    To assign
this Note, fill in the form below:

     

    (I) or (we) assign and transfer this Note to:                                                                                                                    
60;                   

    (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 Issuer.  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).


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    Option of
Holder to Elect Purchase

    If you
want to elect to have this Note purchased by the Issuer pursuant to Section 4.10
or 4.13 of the Indenture, check the appropriate box below:

     

    ØSection
4.10                                          ØSection
4.13

     

    If you
want to elect to have only part of the Note purchased by the Issuer pursuant to
Section 4.10 or Section 4.13 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).


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    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.

            


    


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    

    
       

      EXHIBIT
B

       

      FORM OF
CERTIFICATE OF TRANSFER

       

      Radnet
Management, Inc.

      1510
Cotner Avenue

      Los
Angeles, California 90025

      Facsimile
No.:  (310) 445-2980 

      Attention:  Jeffrey
Linden, Esq.


       

      U.S. Bank
National Association

      Corporate
Trust Services

      633 West
5th Street, 24th Floor

      Los
Angeles, CA 90071

      Facsimile
No.:  (213)
615-6199

      Attention:  Georgina
Thomas, Trust Officer

       

      
        Re:  103⁄8%
Senior Notes due 2018

      

       

      Reference
is hereby made to the Indenture, dated as of April 6, 2010 (the “Indenture”), among Radnet
Management, Inc., as issuer (the “Issuer”), RadNet, Inc., a
Delaware corporation (“Parent”), the other
Guarantors party thereto and U.S. Bank National Association, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

       

      ___________________,
(the “Transferor”) owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in
Annex A hereto, in the principal amount of $___________ in such Note[s] or
interests (the “Transfer”),
to  ___________________________ (the “Transferee”), as further
specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:

       

      [CHECK
ALL THAT APPLY]

       

      1.   ̈   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.


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      2.   ̈   Check if
Transferee will take delivery of a beneficial interest in the Regulation S
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 Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities
Act.

       

      3.   ̈   Check and
complete if Transferee will take delivery of a beneficial interest in 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)            ̈   such
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act;

       

      or

       

      (b)            ̈   such
Transfer is being effected to the Issuer or a subsidiary thereof;

       

      or

       

      (c)            ̈   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)            ̈   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 (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act.

       

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


      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      


      (a)   ̈   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)   ̈   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)   ̈   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 Issuer.

       

      
        
          
            
              	 
      
	 
      	
                      [Insert
      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)   ̈   
a beneficial interest in the:

       

      (i)           ̈   144A
Global Note (CUSIP _________), or

       

      (ii)          ̈   Regulation
S Global Note (CUSIP _________), or

       

      (b)   ̈    a
Restricted Definitive Note.

       

      2.           After
the Transfer the Transferee will hold:

       

      [CHECK
ONE]

       

      (a)   ̈   a
beneficial interest in the:

       

      (i)           ̈   144A
Global Note (CUSIP _________), or

       

      (ii)          ̈   Regulation
S Global Note (CUSIP _________), or

       

      (iii)         ̈   Unrestricted
Global Note (CUSIP _________); or

       

      (b)   ̈   a
Restricted Definitive Note; or

       

      (c)   ̈   an
Unrestricted Definitive Note,

       

      in
accordance with the terms of the Indenture.


      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      FORM OF
CERTIFICATE OF EXCHANGE

       

      Radnet
Management, Inc.

      1510
Cotner Avenue

      Los
Angeles, California 90025

      Facsimile
No.:  (310) 445-2980 

      Attention:  Jeffrey
Linden, Esq.


       

      U.S. Bank
National Association

      Corporate
Trust Services

      633 West
5th Street, 24th Floor

      Los
Angeles, CA 90071

      Facsimile
No.:  (213)
615-6199

      Attention:  Georgina
Thomas, Trust Officer

       

      
        Re:  103⁄8%
Senior Notes due 2018

      

       

      (CUSIP
[         ])

       

      Reference
is hereby made to the Indenture, dated as of April 6, 2010 (the “Indenture”), among Radnet
Management, Inc., as issuer (the “Issuer”), RadNet, Inc., a
Delaware corporation (“Parent”), the other
Guarantors party thereto and U.S. Bank National Association, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

       

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

       

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

       

      (a)   ̈ 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 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.

       

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


      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      

       

      
        
          
            
              	 
      	 
      
	 
      	
                      [Insert
      Name of Transferor]

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

       

      Dated:  ______________________


      
        
           


        

        
          C-3

          
            

          

        

        
           


        

      


      EXHIBIT
D

       

      FORM OF
CERTIFICATE FROM

      ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

       

      Radnet
Management, Inc.

      1510
Cotner Avenue

      Los
Angeles, California 90025

      Facsimile
No.:  (310) 445-2980 

      Attention:  Jeffrey
Linden, Esq.


       

      U.S. Bank
National Association

      Corporate
Trust Services

      633 West
5th Street, 24th Floor

      Los
Angeles, CA 90071

      Facsimile
No.:  (213)
615-6199

      Attention:  Georgina
Thomas, Trust Officer

       

      
        Re:  103⁄8%
Senior Notes due 2018

      

       

      Reference
is hereby made to the Indenture, dated as of April 6, 2010 (the “Indenture”), among Radnet
Management, Inc., as issuer (the “Issuer”), RadNet, Inc., a
Delaware corporation (“Parent”) the  other
Guarantors party thereto and U.S. Bank National Association, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

       

      In
connection with our proposed purchase of $____________ aggregate principal
amount of:

      
         

        (a)  o a beneficial
interest in a Global Note, or

      

      
         

        (b) 
o 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 Issuer 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 Issuer a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Issuer 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 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.


      
        
           


        

        
          D-1

          
            

          

        

        
           


        

      


      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 Issuer such
certifications, legal opinions and other information as you and the Issuer 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.

       

      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 Issuer 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 April 6, 2010 (the “Indenture”) among RadNet
Management, Inc. (the “Company”), RadNet, Inc.
(“Parent”), the
Subsidiary Guarantors party thereto and U.S. Bank National Association, as
trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium on, if any, and] interest and
Special Interest, if any, on, the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of, premium on, if any, and interest and Special Interest, if any, on,
the Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Issuer 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 ________________, among __________________ (the “Guaranteeing Subsidiary”), a
subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation
(“Parent”), Radnet
Management, Inc., a California corporation (the “Issuer), the other Guarantors
(as defined in the Indenture referred to herein) and U.S. Bank National
Association, as trustee under the Indenture referred to below (the “Trustee”).

      

       

      WITNESSETH

       

      WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”),
dated as of April 6, 2010 providing for the issuance of 103⁄8% Senior Notes due
2018 (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 Issuer’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.

       

      4.           No
Recourse Against Others.  No director, officer, employee,
stockholder, general or limited partner or incorporator of the Issuers or any
Guarantor, as such, shall have any liability for any obligations of the Issuers
or the Guarantors under the Notes, this Indenture, the Note Guarantees or the
note documents 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 waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

       

      5.           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.

       

      6.           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.


      
        
           


        

        
          F-1

          
            

          

        

        
           


        

      


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

       

      8.           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
Issuer.


      
        
           


        

        
          F-2