Unassociated Document


    Exhibit
4.2

    
      	
               

            


    

    


    U.S.
CONCRETE, INC.

    as
Issuer,

     

    the
GUARANTORS named herein,

    as
Guarantors,

     

    and

     

    U.S. BANK
NATIONAL ASSOCIATION,

    as
Trustee and Noteholder Collateral Agent

    ________________________

     

    INDENTURE

    ________________________

     

    Dated as
of August 31, 2010

    ________________________

     

    9.5%
Convertible Secured Notes due 2015

     

    Reference
is made to the Intercreditor Agreement dated as of August 31, 2010, among
JPMorgan Chase Bank, N.A. as Bank Collateral Agent, U.S. Bank National
Association, as Trustee and Noteholder Collateral Agent, U.S. Concrete, Inc. and
each Guarantor (the “Intercreditor Agreement”).  Notwithstanding
anything to the contrary contained herein, each Holder, by its acceptance of a
Note, (a) consents to the subordination of Liens provided for in the
Intercreditor Agreement, (b) agrees that it will be bound by and will take
no actions contrary to the provisions of the Intercreditor Agreement,
(c) authorizes and instructs the Trustee and Noteholder Collateral Agent to
enter into the Intercreditor Agreement as Trustee and Noteholder Collateral
Agent and on behalf of such Holder and (d) agrees that this Indenture and
the other Note Documents are subject to the terms, conditions and provisions of
the Intercreditor Agreement.  The foregoing provisions are intended as
an inducement to the lenders under the Credit Agreement to extend credit and
such lenders are intended third party beneficiaries of such provisions and the
provisions of the Intercreditor Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

     

    
      
        
          	
                  Trust
      Indenture Act

                	 
      	
                  Indenture

                
	
                  Section

                	 
      	
                  Section

                
	
                  310

                	
                  (a)(1)

                	 
      	
                  9.10

                
	 
      	
                  (a)(2)

                	 
      	
                  9.10

                
	 
      	
                  (a)(3)

                	 
      	
                  N.A.

                
	 
      	
                  (a)(4)

                	 
      	
                  N.A.

                
	 
      	
                  (a)(5)

                	 
      	
                  9.08;
      9.10

                
	 
      	
                  (b)

                	 
      	
                  9.08;
      9.10; 14.02

                
	 
      	
                  (c)

                	 
      	
                  N.A.

                
	
                  311

                	
                  (a)

                	 
      	
                  9.11

                
	 
      	
                  (b)

                	 
      	
                  9.11

                
	 
      	
                  (c)

                	 
      	
                  N.A.

                
	
                  312

                	
                  (a)

                	 
      	
                  2.05

                
	 
      	
                  (b)

                	 
      	
                  14.03

                
	 
      	
                  (c)

                	 
      	
                  14.03

                
	
                  313

                	
                  (a)

                	 
      	
                  9.06

                
	 
      	
                  (b)(1)

                	 
      	
                  9.06;
      12.02

                
	 
      	
                  (b)(2)

                	 
      	
                  9.06;
      12.02

                
	 
      	
                  (c)

                	 
      	
                  9.06;
      14.02

                
	 
      	
                  (d)

                	 
      	
                  9.06

                
	
                  314

                	
                  (a)

                	 
      	
                  6.06;
      6.18; 14.02

                
	 
      	
                  (b)

                	 
      	
                  N.A.

                
	 
      	
                  (c)(1)

                	 
      	
                  9.02;
      14.04; 14.05

                
	 
      	
                  (c)(2)

                	 
      	
                  9.02;
      14.04; 14.05

                
	 
      	
                  (c)(3)

                	 
      	
                  N.A.

                
	 
      	
                  (d)

                	 
      	
                  12.02;
      12.03; 12.05

                
	 
      	
                  (e)

                	 
      	
                  N.A.

                
	 
      	
                  (f)

                	 
      	
                  N.A.

                
	
                  315

                	
                  (a)

                	 
      	
                  9.01(b);
      9.02(a)

                
	 
      	
                  (b)

                	 
      	
                  9.05;
      14.02

                
	 
      	
                  (c)

                	 
      	
                  9.01

                
	 
      	
                  (d)

                	 
      	
                  8.05;
      9.01(c)

                
	 
      	
                  (e)

                	 
      	
                  8.11

                
	
                  316

                	
                  (a)(last
      sentence)

                	 
      	
                  2.09

                
	 
      	
                  (a)(1)(A)

                	 
      	
                  8.05

                
	 
      	
                  (a)(1)(B)

                	 
      	
                  8.04

                
	 
      	
                  (a)(2)

                	 
      	
                  11.02

                
	 
      	
                  (b)

                	 
      	
                  8.07

                
	 
      	
                  (c)

                	 
      	
                  11.05

                
	
                  317

                	
                  (a)(1)

                	 
      	
                  8.08

                
	 
      	
                  (a)(2)

                	 
      	
                  8.09

                
	 
      	
                  (b)

                	 
      	
                  2.04

                
	
                  318

                	
                  (a)

                	 
      	
                  14.01

                
	 
      	
                  (c)

                	 
      	
                  14.01

                


        

      

    

    


    
      
        

      

    

    N.A.
means Not Applicable

     

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

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                           

                                      	 
      	 
      	
                                        Page

                                      
	 	 	 	 
	
                                        ARTICLE
      ONE DEFINITIONS AND INCORPORATION BY REFERENCE

                                      	
                                        1

                                      
	 
      	
                                        SECTION
      1.01.

                                      	
                                        Definitions

                                      	
                                        1

                                      
	 
      	
                                        SECTION
      1.02.

                                      	
                                        Other
      Definitions

                                      	
                                        37

                                      
	 
      	
                                        SECTION
      1.03.

                                      	
                                        Incorporation
      by Reference of Trust Indenture Act

                                      	
                                        39

                                      
	 
      	
                                        SECTION
      1.04.

                                      	
                                        Rules
      of Construction

                                      	
                                        39

                                      
	 	 
	
                                        ARTICLE
      TWO THE NOTES

                                      	
                                        40

                                      
	 
      	
                                        SECTION
      2.01.

                                      	
                                        Form
      and Dating

                                      	
                                        40

                                      
	 
      	
                                        SECTION
      2.02.

                                      	
                                        Execution,
      Authentication and Denomination

                                      	
                                        41

                                      
	 
      	
                                        SECTION
      2.03.

                                      	
                                        Registrar
      and Paying Agent

                                      	
                                        42

                                      
	 
      	
                                        SECTION
      2.04.

                                      	
                                        Paying
      Agent to Hold Assets in Trust

                                      	
                                        43

                                      
	 
      	
                                        SECTION
      2.05.

                                      	
                                        Holder
      Lists

                                      	
                                        43

                                      
	 
      	
                                        SECTION
      2.06.

                                      	
                                        Transfer
      and Exchange

                                      	
                                        43

                                      
	 
      	
                                        SECTION
      2.07.

                                      	
                                        Replacement
      Notes

                                      	
                                        44

                                      
	 
      	
                                        SECTION
      2.08.

                                      	
                                        Outstanding
      Notes

                                      	
                                        44

                                      
	 
      	
                                        SECTION
      2.09.

                                      	
                                        Treasury
      Notes

                                      	
                                        45

                                      
	 
      	
                                        SECTION
      2.10.

                                      	
                                        Temporary
      Notes

                                      	
                                        45

                                      
	 
      	
                                        SECTION
      2.11.

                                      	
                                        Cancellation

                                      	
                                        45

                                      
	 
      	
                                        SECTION
      2.12.

                                      	
                                        Defaulted
      Interest

                                      	
                                        45

                                      
	 
      	
                                        SECTION
      2.13.

                                      	
                                        Cusip
      Numbers

                                      	
                                        46

                                      
	 
      	
                                        SECTION
      2.14.

                                      	
                                        Deposit
      of Moneys

                                      	
                                        46

                                      
	 
      	
                                        SECTION
      2.15.

                                      	
                                        Book-Entry
      Provisions for Global Notes

                                      	
                                        46

                                      
	 
      	
                                        SECTION
      2.16.

                                      	
                                        Special
      Transfer and Exchange Provisions

                                      	
                                        48

                                      
	 	 
	
                                        ARTICLE
      THREE PURCHASE AT OPTION OF HOLDERS UPON  A FUNDAMENTAL CHANGE
      OF CONTROL

                                      	
                                        53

                                      
	 
      	
                                        SECTION
      3.01.

                                      	
                                        Purchase
      at the Option of Holders upon a Fundamental Change of
    Control

                                      	
                                        53

                                      
	 
      	
                                        SECTION
      3.02.

                                      	
                                        Fundamental
      Change of Control Issuer Notice

                                      	
                                        54

                                      
	 
      	
                                        SECTION
      3.03.

                                      	
                                        Effect
      of Fundamental Change of Control Purchase Notice;
    Withdrawal

                                      	
                                        56

                                      
	 
      	
                                        SECTION
      3.04.

                                      	
                                        Deposit
      of Fundamental Change of Control Purchase Price

                                      	
                                        57

                                      
	 
      	
                                        SECTION
      3.05.

                                      	
                                        Notes
      Purchased in Whole or in Part; Repayment to the Issuer

                                      	
                                        58

                                      
	 	 
	ARTICLE
      FOUR REDEMPTION	
                                        58

                                      
	 
      	
                                        SECTION
      4.01.

                                      	
                                        Redemption
      at the Option of the Issuer

                                      	
                                        58

                                      
	 
      	
                                        SECTION
      4.02.

                                      	
                                        Payment
      of Cash Conversion Amount in Shares of Common Stock

                                      	
                                        60

                                      
	 
      	
                                        SECTION
      4.03.

                                      	
                                        No
      other Redemption Rights

                                      	
                                        60

                                      
	 	 
	ARTICLE
      FIVE CONVERSION	
                                        60

                                      
	 
      	
                                        SECTION
      5.01.

                                      	
                                        Right
      to Convert

                                      	
                                        60

                                      
	 
      	
                                        SECTION
      5.02.

                                      	
                                        Conversion
      Procedure

                                      	
                                        61

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        SECTION
      5.03.

                      	
                        Settlement
      upon Conversion

                      	
                        62

                      
	 
      	
                        SECTION
      5.04.

                      	
                        Adjustment
      of Conversion Rate

                      	
                        63

                      
	 
      	
                        SECTION
      5.05.

                      	
                        Effect
      of Reclassification, Consolidation, Merger or Sale

                      	
                        73

                      
	 
      	
                        SECTION
      5.06.

                      	
                        Adjustments
      of Prices

                      	
                        74

                      
	 
      	
                        SECTION
      5.07.

                      	
                        Adjustment
      Upon Fundamental Change of Control

                      	
                        74

                      
	 
      	
                        SECTION
      5.08.

                      	
                        Conversion
      Event; Termination of Conversion Rights

                      	
                        78

                      
	 
      	
                        SECTION
      5.09.

                      	
                        Taxes
      on Shares Issued

                      	
                        82

                      
	 
      	
                        SECTION
      5.10.

                      	
                        Reservation
      of Shares; Shares to be Fully Paid; Compliance with Governmental
      Requirements

                      	
                        82

                      
	 
      	
                        SECTION
      5.11.

                      	
                        Responsibility
      of Trustee

                      	
                        83

                      
	 
      	
                        SECTION
      5.12.

                      	
                        Notice
      to Holders Prior to Certain Actions

                      	
                        84

                      
	 
      	
                        SECTION
      5.13.

                      	
                        Conversion
      Cap

                      	
                        85

                      
	 
      	
                        SECTION
      5.14.

                      	
                        General
      Provisions Applicable to Conversion

                      	
                        85

                      
	 	 
	
                        ARTICLE
      SIX COVENANTS

                      	
                        86

                      
	 
      	
                        SECTION
      6.01.

                      	
                        Payment
      of Notes

                      	
                        86

                      
	 
      	
                        SECTION
      6.02.

                      	
                        Maintenance
      of Office or Agency

                      	
                        86

                      
	 
      	
                        SECTION
      6.03.

                      	
                        Corporate
      Existence

                      	
                        86

                      
	 
      	
                        SECTION
      6.04.

                      	
                        Payment
      of Taxes

                      	
                        87

                      
	 
      	
                        SECTION
      6.05.

                      	
                        Maintenance
      of Properties

                      	
                        87

                      
	 
      	
                        SECTION
      6.06.

                      	
                        Compliance
      Certificate; Notice of Default

                      	
                        87

                      
	 
      	
                        SECTION
      6.07.

                      	
                        Waiver
      of Stay, Extension or Usury Laws

                      	
                        88

                      
	 
      	
                        SECTION
      6.08.

                      	
                        Limitations
      on Additional Indebtedness

                      	
                        88

                      
	 
      	
                        SECTION
      6.09.

                      	
                        Limitations
      on Restricted Payments

                      	
                        92

                      
	 
      	
                        SECTION
      6.10.

                      	
                        Limitations
      on Liens

                      	
                        95

                      
	 
      	
                        SECTION
      6.11.

                      	
                        Limitations
      on Asset Sales

                      	
                        95

                      
	 
      	
                        SECTION
      6.12.

                      	
                        Limitations
      on Transactions with Affiliates

                      	
                        99

                      
	 
      	
                        SECTION
      6.13.

                      	
                        Limitations
      on Dividend and Other Restrictions Affecting Restricted
      Subsidiaries

                      	
                        101

                      
	 
      	
                        SECTION
      6.14.

                      	
                        Additional
      Note Guarantees

                      	
                        103

                      
	 
      	
                        SECTION
      6.15.

                      	
                        Further
      Assurances

                      	
                        104

                      
	 
      	
                        SECTION
      6.16.

                      	
                        Reports
      to Holders

                      	
                        105

                      
	 
      	
                        SECTION
      6.17.

                      	
                        Limitations
      on Designation of Unrestricted Subsidiaries

                      	
                        106

                      
	 
      	
                        SECTION
      6.18.

                      	
                        Limitation
      on the Issuance or Sale of Equity Interests of Restricted
      Subsidiaries

                      	
                        107

                      
	 
      	
                        SECTION
      6.19.

                      	
                        Information
      Regarding Collateral

                      	
                        107

                      
	 
      	
                        SECTION
      6.20.

                      	
                        Impairment
      of Security Interest

                      	
                        108

                      
	 
      	
                        SECTION
      6.21.

                      	
                        Insurance

                      	
                        108

                      
	 
      	
                        SECTION
      6.22.

                      	
                        Consolidated
      Secured Debt Ratio

                      	
                        108

                      
	 	 
	
                        ARTICLE
      SEVEN SUCCESSOR CORPORATION

                      	
                        109

                      
	 
      	
                        SECTION
      7.01.

                      	
                        Mergers,
      Consolidations, Etc

                      	
                        109

                      
	 	 
	
                        ARTICLE
      EIGHT DEFAULT AND REMEDIES

                      	
                        111

                      
	 
      	
                        SECTION
      8.01.

                      	
                        Events
      of Default

                      	
                        111

                      
	 
      	
                        SECTION
      8.02.

                      	
                        Acceleration

                      	
                        113

                      
	 
      	
                        SECTION
      8.03.

                      	
                        Other
      Remedies

                      	
                        114

                      


              

            

          

        

      

    

     

    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        SECTION
      8.04.

                      	
                        Waiver
      of Past Defaults

                      	
                        114

                      
	 
      	
                        SECTION
      8.05.

                      	
                        Control
      by Majority

                      	
                        114

                      
	 
      	
                        SECTION
      8.06.

                      	
                        Limitation
      on Suits

                      	
                        115

                      
	 
      	
                        SECTION
      8.07.

                      	
                        Rights
      of Holders to Receive Payment

                      	
                        115

                      
	 
      	
                        SECTION
      8.08.

                      	
                        Collection
      Suit by Trustee

                      	
                        115

                      
	 
      	
                        SECTION
      8.09.

                      	
                        Trustee
      May File Proofs of Claim

                      	
                        116

                      
	 
      	
                        SECTION
      8.10.

                      	
                        Priorities

                      	
                        116

                      
	 
      	
                        SECTION
      8.11.

                      	
                        Undertaking
      for Costs

                      	
                        117

                      
	 	 
	
                        ARTICLE
      NINE TRUSTEE

                      	
                        117

                      
	 
      	
                        SECTION
      9.01.

                      	
                        Duties
      of Trustee

                      	
                        117

                      
	 
      	
                        SECTION
      9.02.

                      	
                        Rights
      of Trustee

                      	
                        118

                      
	 
      	
                        SECTION
      9.03.

                      	
                        Individual
      Rights of Trustee

                      	
                        119

                      
	 
      	
                        SECTION
      9.04.

                      	
                        Trustee’s
      Disclaimer

                      	
                        119

                      
	 
      	
                        SECTION
      9.05.

                      	
                        Notice
      of Default

                      	
                        120

                      
	 
      	
                        SECTION
      9.06.

                      	
                        Reports
      by Trustee to Holders

                      	
                        120

                      
	 
      	
                        SECTION
      9.07.

                      	
                        Compensation
      and Indemnity

                      	
                        120

                      
	 
      	
                        SECTION
      9.08.

                      	
                        Replacement
      of Trustee

                      	
                        121

                      
	 
      	
                        SECTION
      9.09.

                      	
                        Successor
      Trustee by Merger, Etc

                      	
                        122

                      
	 
      	
                        SECTION
      9.10.

                      	
                        Eligibility;
      Disqualification

                      	
                        122

                      
	 
      	
                        SECTION
      9.11.

                      	
                        Preferential
      Collection of Claims Against the Issuer

                      	
                        123

                      
	 
      	
                        SECTION
      9.12.

                      	
                        Notice
      of Payment of Additional Interest

                      	
                        123

                      
	 	 
	
                        ARTICLE
      TEN DISCHARGE OF INDENTURE; DEFEASANCE

                      	
                        123

                      
	 
      	
                        SECTION
      10.01.

                      	
                        Termination
      of the Issuer’s Obligations

                      	
                        123

                      
	 
      	
                        SECTION
      10.02.

                      	
                        Legal
      Defeasance and Covenant Defeasance

                      	
                        124

                      
	 
      	
                        SECTION
      10.03.

                      	
                        Conditions
      to Legal Defeasance or Covenant Defeasance

                      	
                        125

                      
	 
      	
                        SECTION
      10.04.

                      	
                        Application
      of Trust Money

                      	
                        127

                      
	 
      	
                        SECTION
      10.05.

                      	
                        Repayment
      to the Issuer

                      	
                        127

                      
	 
      	
                        SECTION
      10.06.

                      	
                        Reinstatement

                      	
                        127

                      
	 	 
	
                        ARTICLE
      ELEVEN AMENDMENTS, SUPPLEMENTS AND WAIVERS

                      	
                        128

                      
	 
      	
                        SECTION
      11.01.

                      	
                        Without
      Consent of Holders

                      	
                        128

                      
	 
      	
                        SECTION
      11.02.

                      	
                        With
      Consent of Holders

                      	
                        129

                      
	 
      	
                        SECTION
      11.03.

                      	
                        Compliance
      with the Trust Indenture Act

                      	
                        131

                      
	 
      	
                        SECTION
      11.04.

                      	
                        Revocation
      and Effect of Consents

                      	
                        131

                      
	 
      	
                        SECTION
      11.05.

                      	
                        Notation
      on or Exchange of Notes

                      	
                        131

                      
	 
      	
                        SECTION
      11.06.

                      	
                        Trustee
      to Sign Amendments, Etc.

                      	
                        132

                      
	 	 
	
                        ARTICLE
      TWELVE SECURITY DOCUMENTS

                      	
                        132

                      
	 
      	
                        SECTION
      12.01.

                      	
                        Collateral
      and Security Documents

                      	
                        132

                      
	 
      	
                        SECTION
      12.02.

                      	
                        Recordings
      and Opinions

                      	
                        133

                      
	 
      	
                        SECTION
      12.03.

                      	
                        Release
      of Collateral

                      	
                        134

                      
	 
      	
                        SECTION
      12.04.

                      	
                        Certificates
      of the Trustee

                      	
                        136

                      
	 
      	
                        SECTION
      12.05.

                      	
                        Suits
      to Protect the Collateral

                      	
                        136

                      
	 
      	
                        SECTION
      12.06.

                      	
                        Authorization
      of Receipt of Funds by the Trustee Under the Security
      Documents

                      	
                        136

                      


              

            

          

        

      

    

     

    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    SECTION
      12.07.

                  	
                    Purchaser
      Protected

                  	
                    136

                  
	 
      	
                    SECTION
      12.08.

                  	
                    Powers
      Exercisable by Receiver or Trustee

                  	
                    137

                  
	 
      	
                    SECTION
      12.09.

                  	
                    Release
      Upon Termination of the Issuer’s Obligations

                  	
                    137

                  
	 
      	
                    SECTION
      12.10.

                  	
                    Noteholder
      Collateral Agent

                  	
                    138

                  
	 
      	
                    SECTION
      12.11.

                  	
                    Compensation
      and Indemnity

                  	
                    142

                  
	 
      	
                    SECTION
      12.12.

                  	
                    Intercreditor
      Agreement, Collateral Agreement and Other Security
    Documents

                  	
                    142

                  
	 	 
	
                    ARTICLE
      THIRTEEN NOTE GUARANTEE

                  	
                    143

                  
	 
      	
                    SECTION
      13.01.

                  	
                    Unconditional
      Guarantee

                  	
                    143

                  
	 
      	
                    SECTION
      13.02.

                  	
                    Subordination

                  	
                    144

                  
	 
      	
                    SECTION
      13.03.

                  	
                    Limitation
      on Guarantor Liability

                  	
                    144

                  
	 
      	
                    SECTION
      13.04.

                  	
                    Execution
      and Delivery of Note Guarantee

                  	
                    144

                  
	 
      	
                    SECTION
      13.05.

                  	
                    Release
      of a Guarantor

                  	
                    145

                  
	 
      	
                    SECTION
      13.06.

                  	
                    Waiver
      of Subrogation

                  	
                    146

                  
	 
      	
                    SECTION
      13.07.

                  	
                    Immediate
      Payment

                  	
                    146

                  
	 
      	
                    SECTION
      13.08.

                  	
                    No
      Set-Off

                  	
                    147

                  
	 
      	
                    SECTION
      13.09.

                  	
                    Guarantee
      Obligations Absolute

                  	
                    147

                  
	 
      	
                    SECTION
      13.10.

                  	
                    Note
      Guarantee Obligations Continuing

                  	
                    147

                  
	 
      	
                    SECTION
      13.11.

                  	
                    Note
      Guarantee Obligations Not Reduced

                  	
                    147

                  
	 
      	
                    SECTION
      13.12.

                  	
                    Note
      Guarantee Obligations Reinstated

                  	
                    147

                  
	 
      	
                    SECTION
      13.13.

                  	
                    Note
      Guarantee Obligations Not Affected

                  	
                    148

                  
	 
      	
                    SECTION
      13.14.

                  	
                    Waiver

                  	
                    149

                  
	 
      	
                    SECTION
      13.15.

                  	
                    No
      Obligation to Take Action Against the Issuers

                  	
                    149

                  
	 
      	
                    SECTION
      13.16.

                  	
                    Dealing
      with the Issuer and Others

                  	
                    149

                  
	 
      	
                    SECTION
      13.17.

                  	
                    Default
      and Enforcement

                  	
                    150

                  
	 
      	
                    SECTION
      13.18.

                  	
                    Acknowledgment

                  	
                    150

                  
	 
      	
                    SECTION
      13.19.

                  	
                    Costs
      and Expenses

                  	
                    150

                  
	 
      	
                    SECTION
      13.20.

                  	
                    No
      Merger or Waiver; Cumulative Remedies

                  	
                    150

                  
	 
      	
                    SECTION
      13.21.

                  	
                    Survival
      of Note Guarantee Obligations

                  	
                    150

                  
	 
      	
                    SECTION
      13.22.

                  	
                    Note
      Guarantee in Addition to Other Guarantee Obligations

                  	
                    151

                  
	 
      	
                    SECTION
      13.23.

                  	
                    Severability

                  	
                    151

                  
	 
      	
                    SECTION
      13.24.

                  	
                    Successors
      and Assigns

                  	
                    151

                  
	 	 
	
                    ARTICLE
      FOURTEEN MISCELLANEOUS

                  	
                    151

                  
	 
      	
                    SECTION
      14.01.

                  	
                    Trust
      Indenture Act Controls

                  	
                    151

                  
	 
      	
                    SECTION
      14.02.

                  	
                    Notices

                  	
                    151

                  
	 
      	
                    SECTION
      14.03.

                  	
                    Communications
      by Holders with Other Holders

                  	
                    152

                  
	 
      	
                    SECTION
      14.04.

                  	
                    Certificate
      and Opinion as to Conditions Precedent

                  	
                    152

                  
	 
      	
                    SECTION
      14.05.

                  	
                    Statements
      Required in Certificate or Opinion

                  	
                    153

                  
	 
      	
                    SECTION
      14.06.

                  	
                    Rules
      by Paying Agent or Registrar

                  	
                    153

                  
	 
      	
                    SECTION
      14.07.

                  	
                    Legal
      Holidays

                  	
                    153

                  
	 
      	
                    SECTION
      14.08.

                  	
                    Governing
      Law

                  	
                    153

                  
	 
      	
                    SECTION
      14.09.

                  	
                    No
      Adverse Interpretation of Other Agreements

                  	
                    154

                  
	 
      	
                    SECTION
      14.10.

                  	
                    No
      Recourse Against Others

                  	
                    154

                  
	 
      	
                    SECTION
      14.11.

                  	
                    Successors

                  	
                    154

                  
	 
      	
                    SECTION
      14.12.

                  	
                    Duplicate
      Originals

                  	
                    154

                  


          

        

      

    

     

    
      
         


      

      
        -v-

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    SECTION
      14.13.

                  	
                    Severability

                  	
                    154

                  
	 
      	
                    SECTION
      14.14.

                  	
                    Senior
      Indebtedness

                  	
                    154

                  
	 
      	
                    SECTION
      14.15.

                  	
                    Intercreditor
      Agreement Governs

                  	
                    154

                  
	 
      	
                    SECTION
      14.16.

                  	
                    Intercreditor
      Agreement, Collateral Agreement and Security Documents

                  	
                    155

                  
	 
      	
                    SECTION
      14.17.

                  	
                    Calculations

                  	
                    155

                  
	 
      	
                    SECTION
      14.18.

                  	
                    Waiver
      of Jury Trial

                  	
                    155

                  
	 
      	
                    SECTION
      14.19.

                  	
                    Force
      Majeure.

                  	
                    155

                  
	 
      	 
      	 
      	 
      
	Signatures	
                    S-1

                  


          

        

      

    

    


    
      	
              Exhibit
      A

            	
              -

            	
              Form
      of Note

            
	
              Exhibit
      B

            	
              -

            	
              Form
      of Notation of Subsidiary Guarantee

            
	
              Exhibit
      C

            	
              -

            	
              Form
      of Legends

            
	
              Exhibit
      D

            	
              -

            	
              Form
      of Certificate To Be Delivered in Connection with Transfers of Temporary
      Regulation S Global Note

            
	
              Exhibit
      E

            	
              -

            	
              Form
      of Certificate To Be Delivered in Connection with Transfers to Non-QIB
      Accredited Investors

            
	
              Exhibit
      F

            	
              -

            	
              Form
      of Certificate To Be Delivered in Connection with Transfers Pursuant to
      Regulation S

            
	
              Exhibit
      G

            	
              -

            	
              Common
      Stock Legend

            
	
              Exhibit
      H

            	
              -

            	
              Form
      of Conversion Event Notice

            
	
              Exhibit
      I

            	
              -

            	
              Form
      of Fundamental Change of Control Purchase Notice

            
	
              Exhibit
      J

            	
              -

            	
              Form
      of Election Notice

            
	
              Schedule
      I

            	
              -

            	
              Reference
      Table for Calculation of Additional Shares

            
	
              Schedule
      II

            	
              -

            	
              Net
      Book Values of Real Properties

            


    

    
       

      Note:   
This
Table of Contents shall not, for any purpose, be deemed to be part of this
Indenture.

    


    
      
         


      

      
        -vi-

        
          

        

      

      
         


      

    


    INDENTURE
dated as of August 31, 2010 among U.S. Concrete, Inc., a Delaware corporation
(the “Issuer”), and each
of the guarantors named herein and from time to time a party hereto (each, a
“Guarantor” and
together, the “Guarantors”), and U.S. Bank
National Association, a national banking association, as Trustee (the “Trustee”).

     

    The
Issuer has duly authorized the creation of an issue of 9.5% Convertible Secured
Notes due 2015 and, to provide therefor, the Issuer and the Guarantors have duly
authorized the execution and delivery of this Indenture.  All things
necessary to make the Notes, when duly issued and executed by the Issuer and
authenticated and delivered hereunder, the valid and binding obligations of the
Issuer and to make this Indenture a valid and binding agreement of the Issuer
and the Guarantors has been done.

     

    For and
in consideration of the premises and the purchase of the Notes by the Holders
thereof, the parties hereto covenant and agree, for the equal and proportionate
benefit of all Holders, as follows:

     

    ARTICLE ONE

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    
      	
              SECTION 1.01.

            	
              Definitions.

            


    

     

    Set forth
below are certain defined terms used in this Indenture.

     

    “10-day VWAP” means the average
of the daily volume weighted average price of the Issuer’s Common Stock on the
national securities exchange or over-the-counter market (e.g., OTC Bulletin
Board or Pink OTC Markets Inc.) on which the Common Stock is then listed or
quoted for trading as reported by Bloomberg L.P. (based on the Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time)) for the relevant 10 consecutive Trading Days when such formula is
used.

     

    “144A Global Note” has the
meaning given to such term in Section 2.01.

     

    “ABL Collateral” means “ABL
Priority Collateral” as defined in the Intercreditor Agreement.

     

    “ABL Debt” means all
Indebtedness and letters of credit of the Issuer or any Subsidiary of the Issuer
outstanding under any ABL Facility and all other Obligations under any ABL
Facility (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of the Issuer or any Subsidiary of the Issuer,
regardless of whether or not a claim for post-filing interest is allowed in such
proceedings).

     

    “ABL Facility” means one or
more debt facilities (including the Credit Agreement), indentures or commercial
paper facilities or other agreements, in each case with banks or other lenders
or investors providing for credit loans, notes, 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, amended and restated, modified,
supplemented, renewed, refunded, replaced, restructured or refinanced in whole
or in part from time to time (including any agreement extending the maturity
thereof or increasing the amount of available borrowings thereunder or adding
additional borrowers or guarantors thereunder), whether by the same or any other
agent, lender or group of lenders (or any affiliate of such agent, lender or
group of lenders).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Acquired Indebtedness” means
(1) with respect to any Person that becomes a Restricted Subsidiary after
the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the
time such Person becomes a Restricted Subsidiary whether or not incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary,
any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary)
existing at the time such Person is merged with or into the Issuer or a
Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any
Restricted Subsidiary in connection with the acquisition of an asset or assets
from another Person, whether or not such Indebtedness was incurred by such other
Person in connection with, or in contemplation of, such merger or
acquisition.

     

    “Additional Interest” has the
meaning set forth in the Registration Rights Agreement.

     

    “Additional Shares” has the
meaning specified in Section 5.07.

     

    “Affiliate” of any Person means
any other Person which directly or indirectly controls or is controlled by, or
is under direct or indirect common control with, the referent
Person.  For purposes of Section 6.12 only, Affiliates shall be
deemed to include, with respect to any Person, any other Person (1) which
beneficially owns 10% or more of any class of the Voting Stock of the referent
Person or (2) of which 10% or more of the Voting Stock is beneficially
owned by the referenced Person.  For purposes of this definition and
the definition of “Permitted Holder,” “control” of a Person shall
mean the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.

     

    “Agent” means any Registrar or
Paying Agent.

     

    “amend” means to amend,
supplement, restate, amend and restate, renew , replace or otherwise modify; and
“amendment” shall have a
correlative meaning.

     

    “asset” means any asset or
property.

     

    “Asset Acquisition”
means

     

    (1)           An
Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other
Person if, as a result of such Investment, such Person shall become a Restricted
Subsidiary of the Issuer, or shall be merged with or into the Issuer or any
Restricted Subsidiary of the Issuer, or


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    (2)           The
acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or
substantially all of the assets of any other Person or any division or line of
business of any other Person.

     

    “Asset Sale” means any sale,
issuance, conveyance, transfer, lease, assignment or other disposition by the
Issuer or any Restricted Subsidiary to any Person other than the Issuer or any
Restricted Subsidiary (including by means of a sale and leaseback transaction or
a merger or consolidation or sale of Equity Interests of any Restricted
Subsidiary (other than directors’ qualify shares)) (collectively, for purposes
of this definition, a “transfer”), in one transaction
or a series of related transactions, of any assets of the Issuer or any of its
Restricted Subsidiaries other than in the ordinary course of
business.  For purposes of this definition, the term “Asset Sale”
shall not include:

     

    (1)           Transfers
of cash or Cash Equivalents;

     

    (2)           Transfers
of assets (including Equity Interests) that are governed by, and made in
accordance with, Section 7.01 or any transfer that constitutes a
Fundamental Change of Control under this Indenture;

     

    (3)           Permitted
Investments and Restricted Payments permitted under
Section 6.09;

     

    (4)           The
creation or realization of any Lien permitted under this Indenture;

     

    (5)           Transfers
of surplus, damaged, worn-out or obsolete equipment or assets that, in the
Issuer’s reasonable judgment, are no longer used or useful in the business of
the Issuer or its Restricted Subsidiaries;

     

    (6)           Sales
or grants of licenses or sublicenses to use the patents, trade secrets, know-how
and other intellectual property, and licenses, leases or subleases of other
assets, of the Issuer or any Restricted Subsidiary to the extent not materially
interfering with the business of the Issuer and the Restricted
Subsidiaries;

     

    (7)           Any
transfer or series of related transfers that, but for this clause, would be
Asset Sales, if after giving effect to such transfers, the aggregate Fair Market
Value of the assets transferred in such transaction or any such series of
related transactions does not exceed $5.0 million;

     

    (8)           To
the extent allowable under Section 1031 of the Internal Revenue Code of
1986, any exchange of assets for like property (excluding any boot thereon) for
use in a business similar to that of the Issuer or any Restricted Subsidiary;
provided, that if any
property that is so disposed is Collateral, the Issuer or the applicable
Restricted Subsidiary will provide Liens on such exchanged for like property
under and in accordance with this Indenture and the Security
Documents;

     

    (9)           The
unwinding of any Hedging Obligations;

     

    (10)         Any
sale and leaseback transactions permitted by this Indenture;


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (11)         Any
issuance or sale of Equity Interests in, or Indebtedness or other securities of,
an Unrestricted Subsidiary;

     

    (12)         The
lease or sublease of any real or personal property in the ordinary course of
business;

     

    (13)         The
transfer, sale or other disposition resulting from any condemnation or other
taking of, any property or assets of the Issuer or any Restricted
Subsidiary;

     

    (14)         Any
sale or transfer of any interest in the Excluded Joint Venture; and

     

    (15)         Termination
of leases and subleases.

     

    “Asset Sale Proceeds Account”
means one or more deposit accounts or securities accounts holding the proceeds
of any sale or disposition of any Notes Collateral.

     

    “Attributable Debt” means in
respect of a sale and leaseback transaction means, at the time of determination,
the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended.  Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP; provided, however, that if
such sale and leaseback transaction results in a Capitalized Lease Obligation,
the amount of Indebtedness represented thereby will be determined in accordance
with the definition of “Capitalized Lease Obligations.”

     

    “Bank Collateral Agent” means
JPMorgan Chase Bank, N.A. and any successor under the Credit Agreement, or if
there is no Credit Agreement, the “Collateral Agent” designated pursuant to the
terms of any ABL Facility.

     

    “Banking Services” means each
and any of the following bank services provided to the Issuer or any Subsidiary
by any lender under an ABL Facility or any of its Affiliates:  (a)
credit cards for commercial customers (including, without limitation,
“commercial credit cards” and purchasing cards), (b) stored value cards and (c)
treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, overdrafts and
interstate depository network services).

     

    “Banking Services Obligations”
of a Person means any and all obligations of such Person, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services.

     

     “Bankruptcy Law” means Title 11
of the United States Code, as amended, or any similar federal or state law for
the relief of debtors.

     

    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    “Board of Directors” means,
with respect to any Person, (i) in the case of any corporation, the board
of directors of such Person, (ii) in the case of any limited liability
company, the board of managers of such Person, (iii) in the case of any
partnership, the Board of Directors of the general partner of such Person and
(iv) in any other case, the functional equivalent of the foregoing or, in
each case, other than for purposes of the definition of “Fundamental Change of
Control,” any duly authorized committee of such body.

     

    “Business Day” means a day
other than a Saturday, Sunday or other day on which banking institutions in the
City of New York are authorized or required by law to close.

     

    “Capital Stock” means, with
respect to any Person, any and all shares of stock of a corporation, partnership
interests or other equivalent interests (however designated, whether voting or
non-voting and in such Person’s equity, entitling the holder to receive a share
of the profits and losses, and a distribution of assets, after liabilities, of
such Person).

     

    “Capitalized Lease” means a
lease required to be capitalized for financial reporting purposes in accordance
with GAAP.

     

    “Capitalized Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts
under a Capitalized Lease, and the amount of such obligation shall be the
capitalized amount thereof determined in accordance with GAAP.

     

    “Cash Equivalents”
means:

     

    (1)           Marketable
obligations issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided, that the full faith
and credit of the United States is pledged in support thereof), maturing within
360 days of the date of acquisition thereof;

     

    (2)           Demand
and time deposits and certificates of deposit or acceptances, maturing within
360 days of the date of acquisition thereof, of any financial institution that
is a member of the Federal Reserve System having combined capital and surplus
and undivided profits of not less than $500 million and is assigned at least a
“B” rating by Thomson Financial BankWatch;

     

    (3)           Readily
marketable direct obligations (or certificates representing an ownership
interest in such obligations) of any state of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of such state is pledged and which are not callable or
redeemable at the issuer’s option, provided that:

     

    (i)           the
long-term debt of such state is rated, at the time of the Investment, “A-3” or
“A-” or higher according to Moody’s or S&P (or such similar equivalent
rating by at least one “nationally recognized statistical rating organization”
(as defined in Rule 436 under the Securities Act)); and

     

    (ii)           such
obligations mature not more than one year from the date of acquisition
thereof;


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    (4)           Commercial
paper maturing no more than 270 days from the date of creation thereof issued by
a corporation that is not the Issuer or an Affiliate of the Issuer, and is
organized under the laws of any State of the United States or the District of
Columbia and rated at least A-1 by S&P or at least P-1 by
Moody’s;

     

    (5)           Repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (1) above entered into with any commercial bank
meeting the specifications of clause (2) above; and

     

    (6)           Investments
in money market or other mutual funds substantially all of whose assets comprise
securities of the types described in clauses (1) through (5) above.

     

    “Close of Business” means
5:00 p.m. New York City time.

     

    “Collateral” means all the
assets and properties subject to the Liens created by the Security Documents
(which shall not include Excluded Assets).

     

    “Collateral Agreement” means
the Pledge and Security Agreement dated the Issue Date (as amended, amended and
restated, supplemented renewed, refunded, replaced, restructured or otherwise
modified from time to time, whether by the same or any other agent, lender or
group of lenders (or any affiliate of such agent, lender or group of lenders)
among the Issuer, the Guarantors party thereto and the Noteholder Collateral
Agent.

     

    “Common Stock” means the common
stock, $0.001 par value per share, of the Issuer as it exists on the date of
this Indenture or any other shares of capital stock of the Issuer into which the
Common Stock shall be reclassified or changed or, in the event of a merger,
consolidation or other similar transaction involving the Issuer that is
otherwise permitted hereunder in which the Issuer is not the surviving
corporation, the common stock, common equity interests or depositary shares or
other certificates representing common equity interests of such surviving
corporation or its direct or indirect parent corporation.

     

    “Consolidated Amortization
Expense” for any period means the amortization expense and depletion
expense of the Issuer and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

     

    “Consolidated Cash Flow” for
any period means, without duplication, the sum of the amounts for such period
of

     

    (1)           Consolidated
Net Income, plus

     

    (2)           In
each case only to the extent (and in the same proportion) deducted in
determining Consolidated Net Income and with respect to the portion of
Consolidated Net Income attributable to any Restricted Subsidiary only if a
corresponding amount would be permitted at the date of determination to be
distributed to the Issuer by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements (other than any municipal loan or related agreements entered into in
connection with the incurrence of industrial revenue bonds), instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders,


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    (a)           Consolidated
Income Tax Expense,

     

    (b)           Consolidated
Amortization Expense (but only to the extent not included in Consolidated
Interest Expense),

     

    (c)           Consolidated
Depreciation Expense,

     

    (d)           Consolidated
Interest Expense,

     

    (e)           Restructuring
Expenses, and

     

    (f)           All
other non-cash items reducing the Consolidated Net Income (excluding any
non-cash charge that results in an accrual of a reserve for cash charges in any
future period) for such period,

     

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

     

    (3)           The
aggregate amount of all non-cash items, determined on a consolidated basis, to
the extent such items increased Consolidated Net Income for such period
(excluding (i) the accrual of revenue consistent with past practice and (ii)
reversals of prior accruals on reserves for cash items previously included in
the calculation of Consolidated Cash Flow, in each case in accordance with
GAAP).

     

    “Consolidated Depreciation
Expense” for any period means the depreciation expense of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

     

    “Consolidated Income Tax
Expense” for any period means the provision for taxes of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

     

    “Consolidated Interest Expense”
for any period means the sum, without duplication, of the total interest expense
(less interest income) of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP and including
without duplication,

     

    (1)           Imputed
interest on Capitalized Lease Obligations,

     

    (2)           Commissions,
discounts and other fees and charges owed with respect to letters of credit
securing financial obligations, bankers’ acceptance financing and receivables
financings,

     

    (3)           The
net costs associated with Hedging Obligations,

     

    (4)           The
interest portion of any deferred payment obligations,


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    (5)           All
other non-cash interest expense,

     

    (6)           Capitalized
interest,

     

    (7)           The
product of (a) all dividend payments on any series of Disqualified Equity
Interests of the Issuer or any Preferred Stock of any Restricted Subsidiary
(other than any such Disqualified Equity Interests or any Preferred Stock held
by the Issuer or a Wholly Owned Restricted Subsidiary or to the extent paid in
Qualified Equity Interests), multiplied by (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 the Issuer and the
Restricted Subsidiaries, expressed as a decimal,

     

    (8)           All
interest payable with respect to discontinued operations, and

     

    (9)           All
interest on any Indebtedness described in clause (7) or (8) of the definition of
“Indebtedness”; provided, that such interest
shall be included in Consolidated Interest Expense only to the extent that the
amount of the related Indebtedness is reflected on the balance sheet of the
Issuer or any Restricted Subsidiary,

     

    less, to the extent included
in such total interest expense, (A) the amortization during such period of
capitalized financing costs associated with the Transactions and (B) the
amortization during such period of other capitalized financing
costs.

     

    Consolidated
Interest Expense shall be calculated excluding unrealized gains and losses with
respect to Hedging Obligations.

     

    “Consolidated Net Income” for
any period means the net income (or loss) of the Issuer and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP; provided,
that there shall be excluded from such net income (or loss) (to the extent
otherwise included therein), without duplication:

     

    (1)           The
net income (or loss) of any Person (other than a Restricted Subsidiary) in which
any Person other than the Issuer and the Restricted Subsidiaries has an
ownership interest, except to the extent that cash in an amount equal to any
such income has actually been received by the Issuer or any of its Wholly Owned
Restricted Subsidiaries during such period;

     

    (2)           Except
to the extent includible in the consolidated net income of the Issuer pursuant
to the foregoing clause (1) or otherwise in accordance with the definition of
Consolidated Secured Debt Ratio, the net income (or loss) of any Person that
accrued prior to the date that (a) such Person becomes a Restricted
Subsidiary or is merged into or consolidated with the Issuer or any Restricted
Subsidiary or (b) the assets of such Person are acquired by the Issuer or
any Restricted Subsidiary;


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    (3)           The
net income of any Restricted Subsidiary during such period to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of that income at the date of determination is not
permitted, directly or indirectly by operation of the terms of its charter or
any agreement (other than any municipal loan or related agreements entered into
in connection with the incurrence of industrial revenue bonds), instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary or its stockholders during such period, unless otherwise waived,
except that the Issuer’s equity in a net loss of any such Restricted Subsidiary
for such period shall be included in determining Consolidated Net
Income;

     

    (4)           Net
income (loss) from disposed or discontinued operations and any gain (or loss) in
disposal of discontinued operations;

     

    (5)           Any
gain (or loss), together with any related provisions for taxes on any such gain
(or the tax effect of any such loss), realized during such period by the Issuer
or any Restricted Subsidiary upon (a) the acquisition of any securities, or
the extinguishment of any Indebtedness, of the Issuer or any Restricted
Subsidiary or (b) any Asset Sale (including for purposes of this clause (5)
any asset sale contemplated by clause (14) of the definition of Asset Sale) by
the Issuer or any Restricted Subsidiary;

     

    (6)           Gains
and losses due solely to fluctuations in currency values and the related tax
effects according to GAAP;

     

    (7)           Unrealized
gains and losses with respect to Hedging Obligations;

     

    (8)           The
cumulative effect of any change in accounting principles;

     

    (9)           Any
amortization or write-offs of debt issuance or deferred financing costs,
premiums and prepayment penalties, and all other costs and expenses, in each
case, paid or charged during such period to the extent attributable to the
Transactions;

     

    (10)         Gains
and losses realized upon the refinancing of any Indebtedness of the Issuer or
any Restricted Subsidiary;

     

    (11)         Any
extraordinary, nonrecurring or unusual gain (or extraordinary, nonrecurring or
unusual loss), together with any related provision for taxes on any such
extraordinary, nonrecurring or unusual gain (or the tax effect of any such
extraordinary, nonrecurring or unusual loss) (including, other than for purposes
of Section 6.09, any Restructuring Expenses, any expenses or charges
related to any issuance of Equity Interests, Investments, acquisition,
disposition, recapitalization or issuance, repayment, refinancing, amendment or
modification of Indebtedness) realized by the Issuer or any Restricted
Subsidiary during such period;

     

    (12)         Non-cash
compensation charges or other non-cash expenses or charges arising from the
grant of or issuance or repricing of Equity Interests or other equity-based
awards or any amendment or substitution of any such Equity Interests or other
equity-based awards;

     

    (13)         Any
goodwill or asset impairment charges or write-offs subsequent to the Issue Date
or amortization of other intangibles, in each case in accordance with
GAAP;


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    (14)         Any
expenses or reserves for liabilities to the extent that the Issuer or any
Restricted Subsidiary is entitled to indemnification therefor under binding
agreements; provided,
that any liabilities for which the Issuer or such Restricted Subsidiary is not
actually indemnified shall reduce Consolidated Net Income in the period in which
it is determined that the Issuer or such Restricted Subsidiary will not be
indemnified;

     

    (15)         Any
restoration to income of any contingency reserve, except to the extent that
provisions for such reserve was made out of Consolidated Net Income accrued at
any time following the Issue Date;

     

    (16)         Any
charges or credits relating to the adoption of fresh start accounting
principles;

     

    (17)         Without
duplication of clause (5) above, any net after-tax gains or losses (less all
fees and expenses or charges relating thereto) attributable to the early
extinguishment of Indebtedness, Hedging Obligations or other derivative
instruments entered in relation to the Indebtedness extinguished;
and

     

    (18)         Any
gain or loss resulting from mark-to-market requirement of any derivative
security, including the Notes.

     

    In
addition, any return of capital with respect to an Investment that increased the
Restricted Payments Basket pursuant to Section 6.09(a)(ii)(4) or decreased
the amount of Investments outstanding pursuant to clause (16) the definition of
“Permitted Investments” shall be excluded from Consolidated Net Income for
purposes of calculating the Restricted Payments Basket.

     

    “Consolidated Net Tangible
Assets” means the aggregate amount of assets of the Issuer (less
applicable reserves and other properly deductible items) after deducting
therefrom (to the extent otherwise included therein) (a) all current
liabilities (other than the obligations under this Indenture or current
maturities of long-term Indebtedness), and (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the books and records of the Issuer and the
Restricted Subsidiaries on a consolidated basis and in accordance with
GAAP.

     

    “Consolidated Secured Debt
Ratio” means, as of any date of determination, the ratio of
(a) consolidated total Indebtedness of the Issuer and its Restricted
Subsidiaries on the date of determination that constitutes the Notes, any Other
Pari Passu Lien Obligations and any indebtedness incurred under the Credit
Agreement (including any letters of credit issued thereunder) to (b) the
aggregate amount of Consolidated Cash Flow for the then most recent four fiscal
quarters for which internal financial statements of the Issuer and its
Restricted Subsidiaries are available (the “Four-Quarter Period”) ending
on or prior to the relevant date of determination (the “Relevant Determination
Date”).  For purposes of this definition, Consolidated Cash
Flow shall be calculated after giving effect on a pro forma basis for the period
of such calculation to:

     

    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    (1)           The
incurrence of any Indebtedness or the issuance of any Preferred Stock of the
Issuer or any Restricted Subsidiary (and the application of the proceeds
thereof) and any repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness or redemption of other Preferred Stock (and the
application of the proceeds therefrom) (other than the incurrence or repayment
of Indebtedness in the ordinary course of business for working capital purposes
pursuant to any revolving credit arrangement) occurring during the Four-Quarter
Period or at any time subsequent to the last day of the Four-Quarter Period and
on or prior to the Relevant Determination Date, as if such incurrence,
repayment, repurchase or redemption, defeasance or other discharge of or
issuance, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four-Quarter Period; and

     

    (2)           Any
Asset Sale or Asset Acquisition (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the
Issuer or any Restricted Subsidiary (including any Person who becomes a
Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired
Indebtedness and also including any Consolidated Cash Flow occurring during the
Four-Quarter Period or at any time subsequent to the last day of the
Four-Quarter Period and on or prior to the Relevant Determination Date, as if
such Asset Sale or Asset Acquisition (including the incurrence of, or assumption
or liability for, any such Indebtedness or Acquired Indebtedness) occurred on
the first day of the Four-Quarter Period.

     

    For
purposes of this definition, whenever pro forma effect is to be given to any pro
forma event, the pro forma calculations will be made on a basis that is
consistent with Article 11 of Regulation S-X under the Securities Act and
shall include, for the avoidance of doubt, synergies, operating improvements,
operating expense reductions and other cost savings to the extent allowable,
calculated in accordance with Article 11 of Regulation S-X under the Securities
Act.  If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest on such Indebtedness will be
calculated as if the rate in effect on the Relevant Determination Date had been
the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Hedging Obligations have a
remaining term in excess of 12 months as of the Relevant Determination
Date).

     

    “Contribution Indebtedness”
means Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate
principal amount equal to the product of (i) the aggregate amount of cash
contributions (other than Excluded Contributions, Restricted Payments made
pursuant to Section 6.09(b)(ii) or Disqualified Stock) or cash contributed
by the Issuer or a Restricted Subsidiary of the Issuer) made to the common
equity capital of the Company or any Restricted Subsidiary after the Issue Date
multiplied by (ii) 0.50.

     

    “Conversion Agent” means the
Trustee or such other office or agency designated by the Issuer where the Notes
may be presented for conversion.

     

    “Conversion Event” shall be
deemed to occur on the first Trading Day following the date that the closing
price of the Issuer’s Common Stock (as reported by Bloomberg L.P.) for at least
20 Trading Days in a period of 30 consecutive Trading Days exceeds 150% of the
Conversion Price.

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    “Conversion Price” means, per
share of Common Stock, $1,000 divided by the applicable Conversion Rate, subject
to adjustment as set forth herein.

     

    “Conversion Rate” means
initially 95.23809524 shares of Common Stock per $1,000 principal amount of
Notes, subject to adjustment as set forth herein.

     

    “Corporate Trust Office” means
the corporate trust office of the Trustee located at 150 Fourth Avenue
North, 2nd Floor,
Nashville, Tennessee 37219, Attention: Corporate Trust Department, or such other
office, designated by the Trustee by written notice to the Issuer, at which at
any particular time its corporate trust business shall be
administered.

     

    “Credit Agreement” means the
Credit Agreement dated the Issue Date by and among the Issuer, as Borrower,
JPMorgan Chase Bank, N.A, as administrative agent, and JPMorgan Securities Inc.,
as Sole Book-runner and Lead Arranger, Wells Fargo Capital Finance, LLC, as
Documentation Agent and Lead Arranger, the lenders named therein, including any
notes, guarantees, collateral and security documents, instruments and agreements
executed in connection therewith, and in each case as amended, restated, amended
and restated, supplemented, extended, renewed, refunded, replaced, restructured
or refinanced in whole or in part from time to time.

     

    “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     

    “Default” means (1) any
Event of Default or (2) any event, act or condition that, after notice or
the passage of time or both, would be an Event of Default.

     

    “Depositary” means The
Depository Trust Company, New York, New York, or a successor thereto
registered under the Exchange Act or other applicable statute or
regulation.

     

    “Designated Preferred Stock”
means preferred stock of the Issuer (other than Disqualified Equity Interests)
that is issued for cash (other than to the Issuer or any of its Subsidiaries or
an employee stock plan or trust established by the Issuer or any of its
Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an
Officers’ Certificate, on the date of issuance thereof, the cash proceeds of
which are excluded from the calculation set forth in Section 6.09(a)(ii)(2)
hereof.

     

    “Discharge of ABL Debt” means
(a) the payment in cash of all obligations outstanding and unpaid under the ABL
Facility (including, without limitation, principal, interest, break-funding and
increased cost reimbursement, fees and expenses) and the cash collateralization
or other satisfactory arrangement of letters of credit then outstanding
thereunder, in each case, contemporaneously with or after the termination or
expiration of commitments under such ABL Facility and (b) the payment in cash or
cash collateralization of Swap Obligations and Banking Services Obligations that
are secured by a Lien on ABL Collateral.

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    “Disqualified Equity Interests”
of any Person means any class of Equity Interests of such Person that, by its
terms, or by the terms of any related agreement or of any security into which it
is convertible, puttable or exchangeable, is, or upon the happening of any event
or the passage of time would be, required to be redeemed by such Person, whether
or not at the option of the holder thereof, or matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in
part, on or prior to the date which is 91 days after the final Maturity Date of
the Notes; provided,
however, that any class
of Equity Interests of such Person that, by its terms, authorizes such Person to
satisfy in full its obligations with respect to the payment of dividends or upon
maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase
thereof or otherwise by the delivery of Equity Interests that are not
Disqualified Equity Interests, and that is not convertible, puttable or
exchangeable for Disqualified Equity Interests or Indebtedness, will not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity Interests that
are not Disqualified Equity Interests; provided, further, however, that any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the Issuer to redeem such Equity Interests upon the
occurrence of a change in control or an asset sale occurring prior to the 91st
day after the final Maturity Date of the Notes shall not constitute Disqualified
Equity Interests if the change in control or asset sale provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
set forth in Article Three and Section 6.11 respectively, and such
Equity Interests provide that the Issuer will not redeem any such Equity
Interests pursuant to such provisions prior to the Issuer’s purchase of the
Notes as required pursuant to the provisions set forth in Article Three and
6.11 respectively.

     

    “Equity Interests” of any
Person means (1) any and all shares or other equity interests (including
common stock, preferred stock, limited liability company interests and
partnership interests) in such Person and (2) all rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) such shares or other
interests in such Person.

     

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

     

    “Excluded Assets” means
(a) Excluded Equity, (b) those assets that would constitute ABL
Collateral but as to which the Bank Collateral Agent shall not have required a
lien or security interest (other than such forbearance by the Bank Collateral
Agent after the Discharge of ABL Debt, (c) any Trademark (as defined in the
Collateral Agreement) applications filed in the United States Patent and
Trademark Office on the basis of any Grantor’s, as applicable, “intent-to-use”
such trademark, unless and until acceptable evidence of use of the Trademark (as
defined in the Collateral Agreement) has been filed with the United States
Patent and Trademark Office pursuant to Section 1(c) or Section 1(d)
of the Lanham Act (15 U.S.C. 1051, et seq.), provided that any such
Trademark (as defined in the Collateral Agreement) applications shall
automatically be included in the Collateral upon the filing of acceptable
evidence of use of such Trademark (as defined in the Collateral Agreement),
(d) Equipment (as defined in the Collateral Agreement) and the related
accessions and proceeds owned by any Grantor that is subject to a purchase money
Lien or a Capital Lease to the extent such purchase money Lien or Capital Lease
is a Permitted Lien if the contract to other agreement in which such Lien is
granted (or in the documentation providing for such Capital Lease or purchase
money lien) prohibits or requires the consent of any Person other than a Grantor
as a condition to the creation of any other Lien on such Equipment, (e) any
interest in any real property (other than Material Real Property or Collateral
constituting As-Extracted Collateral), including without limitation any
leasehold interests (other than solely to the extent required to create and
perfect a security interest in as-extracted collateral which is part of the ABL
Collateral), (f) any assets the perfection of which would require notation
of a lien on a certificate of title (other than solely to the extent such assets
are part of the ABL Collateral) and (g) Special Property other than the
following:

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    (a)           The
right to receive any payment of money (including Accounts, General Intangibles
and Payment Intangibles) or any other rights referred to in Sections 9-406,
9-407, 9-408, 9-409 of the UCC to the extent that such Sections of the UCC
are effective to limit the prohibitions or restrictions which make such property
“Special Property”; and

     

    (b)           Any
Proceeds, substitutions or replacements of any Special Property (unless such
Proceeds, substitutions or replacements would constitute Special
Property).

     

    “Excluded Contributions” means
the net cash proceeds or Cash Equivalents received by the Issuer after the Issue
Date from:

     

    (1)           contributions
to its common equity capital; and

     

    (2)           the
sale (other than to the Issuer or to a Subsidiary of the Issuer or to any
management equity plan or stock option plan or any other management or employee
benefit plan or agreement of the Issuer or any Subsidiary of the Issuer) of
Qualified Equity Interests (other than Disqualified Stock and Designated
Preferred Stock) of the Issuer;

     

    in each
case designated as Excluded Contributions pursuant to an Officers’ Certificate,
the proceeds of which are excluded from the calculation set forth in
Section 6.09(a)(ii)(2) hereof.

     

    “Excluded Equity” means Equity
Interests solely to the extent:

     

    (a)           In
excess of 66% of the issued and outstanding voting Equity Interests of any
Foreign Subsidiary;

     

    (b)           Equity
Interests issued by the Excluded Joint Venture; or

     

    (c)           The
inclusion of such Equity Interests in the Collateral would require separate
financial statements for a Subsidiary of the Issuer to be filed with the SEC (or
any successor federal agency) pursuant to Rule 3-16 of Regulation S-X
(or any successor law or regulation), as in effect from time to
time.

     

    “Excluded Joint Venture” means
Superior Materials Holdings LLC and its direct and indirect
Subsidiaries.

     

    “Ex-Dividend Date” means the
first date on which the Common Stock trade on the applicable exchange or in the
applicable market, regular way, without the right to receive the relevant
issuance or distribution.

     

    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    “Fair Market Value” means, with
respect to any asset, the price (after taking into account any liabilities
relating to such asset) that would be negotiated in an arm’s-length transaction
for cash between a willing seller and a willing and able buyer, neither of which
is under any compulsion to complete the transaction.  Fair Market
Value (other than of any asset with a public trading market) in excess of $5.0
million shall be determined by the Board of Directors of the Issuer acting
reasonably and in good faith and shall be evidenced by a board resolution
delivered to the Trustee.  Fair Market Value (other than of any asset
with a public trading market) in excess of $20.0 million shall be determined by
an Independent Financial Advisor, which determination shall be evidenced by an
opinion addressed to the Board of Directors of the Issuer and delivered to the
Trustee.

     

    “Foreign Subsidiary” means any
Restricted Subsidiary of the Issuer which is not organized under the laws of
(x) the United States or any state thereof or (y) the District of
Columbia.

     

    “Four-Quarter Period” has the
meaning given to such term in the definition of “Consolidated Secured Debt
Ratio.”

     

    “Fundamental Change of Control” will be
deemed to occur at such time as:

     

    (i)            The
Issuer consolidates with or merges with or into another Person (other than any
Subsidiary of the Issuer and its outstanding Voting Stock is reclassified into,
converted for or converted into the right to receive any other property or
security, or the Issuer sells, conveys, transfers or leases all or substantially
all of its properties and assets to any Person (other than its Subsidiary);
provided, that the
foregoing shall not constitute a Fundamental Change of Control if
(x) Persons that beneficially own the Issuer’s Voting Stock immediately
prior to the transaction own, directly or indirectly, a majority of the Voting
Stock of the surviving or transferee Person immediately after the transaction in
substantially the same proportion as their ownership of the Issuer’s Voting
Stock immediately prior to the transaction or (y) such transaction is a
consolidation, merger or sale, lease, conveyance or other disposition the
purpose of which is to effect the Issuer’s redomiciling;

     

    (ii)           Any
“person” or “group”, other than the Issuer or any of its Subsidiaries or any
employee benefit plan of the Issuer or such Subsidiary, is or becomes the
“beneficial owner,” directly or indirectly, of more than 50% of the total voting
power in the aggregate of all classes of the Issuer’s capital stock then
outstanding and entitled to vote generally in elections of directors;
or

     

    (iii)          During
any period of 12 consecutive months after the Issue Date, Persons who at the
beginning of such 12 month period constituted the Issuer’s Board of Directors,
together with any new Persons whose election was approved by a vote of a
majority of the Persons then still comprising its Board of Directors who were
either members of the Board of Directors at the beginning of such period or
whose election, designation or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Issuer’s Board of
Directors.

     

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    For
purposes of this definition, (i) ”beneficial owner” is used as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, (ii) ”group” has the meaning
it has in Sections 13(d) and 14(d) of the Exchange Act and
(iii) ”person” is used with the same meaning as that used within Rule 13d-3
under the Exchange Act, in each case whether or not applicable.

     

    A
“Fundamental Change of Control” shall be deemed not to have occurred in the case
of a merger or consolidation described in clause (i) of the definition of
Fundamental Change of Control if (x) at least 90% of the consideration paid
for the Issuer’s Common Stock (other than cash payments for fractional shares
and cash payments pursuant to dissenter’s appraisal rights) in the merger or
consolidation consists of common stock of a United States or non-United States
company traded on a United States national securities exchange (or which will be
so traded or quoted when issued or exchanged in connection with such
transaction) and (y) the market capitalization of the acquiror in such
merger or consolidation is at least equal to or greater than the market
capitalization of the Issuer on the Trading Day immediately preceding the day on
which such merger or consolidation is publicly announced.

     

    “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 may be
approved by a significant segment of the accounting profession of the United
States, as in effect on the Issue Date.

     

    “Grantors” means the Issuer and
the Guarantors.

     

    “guarantee” means a direct or
indirect guarantee by any Person of any Indebtedness of any other Person and
includes any obligation, direct or indirect, contingent or otherwise, of such
Person:  (1) to purchase or pay (or advance or supply funds for
the purchase or payment of) Indebtedness of such other Person (whether arising
by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services (unless such purchase
arrangements are on arm’s-length terms and are entered into in the ordinary
course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise); or (2) entered into for purposes of assuring in
any other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
“guarantee,” when used
as a verb, and “guaranteed” have correlative
meanings.

     

    “Guarantors” means
(1) each Restricted Subsidiary of the Issuer on the Issue Date (other than
any Foreign Subsidiaries and the Excluded Joint Venture) and (2) each other
Person that is required to, or at the election of the Issuer does, become a
Guarantor by the terms of this Indenture after the Issue Date, in each case,
until such Person is released from its Note Guarantee in accordance with the
terms of this Indenture.

     

    “Hedging Obligations” of any
Person means the obligations of such Person under swap, cap, collar, forward
purchase or similar agreements or arrangements dealing with interest rates,
currency exchange rates or commodity prices, either generally or under specific
contingencies.

     

    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    “Holder” means any registered
holder, from time to time, of the Notes.

     

    “incur” means, with respect to
any Indebtedness or Obligation, incur, create, issue, assume, guarantee or
otherwise become directly or, indirectly liable, contingently or otherwise, with
respect to such Indebtedness or Obligation; provided, that (1) the
Indebtedness of a Person existing at the time such Person became a Restricted
Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary
and (2) the accrual of interest, the accretion of original issue discount
or the accretion or accumulation of dividends on any Equity Interests shall not
be deemed to be an incurrence of Indebtedness.

     

    “Indebtedness” of any Person at
any date means, without duplication:

     

    (1)           All
liabilities, contingent or otherwise, of such Person for borrowed
money;

     

    (2)           All
obligations of such Person evidenced by bonds, debentures, notes, other similar
instruments or letters of credit (or reimbursement obligations with respect
thereto);

     

    (3)           All
reimbursement obligations of such Person in respect of letters of credit,
letters of guaranty, bankers’ acceptances and similar credit
transactions;

     

    (4)           All
obligations of such Person to pay the deferred and unpaid purchase price of
property or services due more than 60 days after such property is acquired or
services completed, except trade payables and accrued expenses incurred by such
Person in the ordinary course of business in connection with obtaining goods,
materials or services;

     

    (5)           The
amount of all Disqualified Equity Interests of such Person calculated in
accordance with GAAP (whether classified as debt, equity or
mezzanine);

     

    (6)           All
Capitalized Lease Obligations of such Person or Attributable Debt in respect of
sale and leaseback transactions;

     

    (7)           All
Indebtedness of others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person;

     

    (8)           All
Indebtedness of others guaranteed by such Person to the extent of such
guarantee; provided,
that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the
Issuer or the Issuer’s Subsidiaries shall only be counted once in the
calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on
a consolidated basis;

     

    (9)           To
the extent not otherwise included in this definition, Hedging Obligations of
such Person;

     

    (10)         All
obligations of such Person under conditional sale or other title retention
agreements relating to assets purchased by such Person, except trade payables
incurred by such Person in the ordinary course of business; and

     

    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    (11)         Indebtedness
of any partnership in which such Person is a general partner (other than to the
extent that the instrument or agreement evidencing such Indebtedness expressly
provides that such Indebtedness is recourse only to the partnership and not to
the general partner).

     

    The
amount of any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof as of any date shall be deemed to have been incurred
at the accreted value thereof as of such date.  The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above, the maximum liability
of such Person for any such contingent obligations at such date and, in the case
of clause (7), the lesser of (a) the Fair Market Value of any asset subject
to a Lien securing the Indebtedness of others on the date that the Lien attaches
and (b) the amount of the Indebtedness secured.

     

    Notwithstanding
the foregoing, Indebtedness shall not include any liability for Federal, state,
local or other taxes owed or owing to any governmental entity.

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with the
terms hereof.

     

    “Independent Financial Advisor”
means an accounting, appraisal or investment banking firm of nationally
recognized standing that is, in the reasonable judgment of the Issuer’s Board of
Directors, disinterested and independent with respect to the Issuer and its
Affiliates.

     

    “Institutional Accredited
Investor” or “IAI” means an “accredited
investor” with the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

     

    “Intercreditor Agreement” means
the Intercreditor Agreement dated as of the Issue Date among the Bank Collateral
Agent, the Trustee, the Noteholder Collateral Agent, the Issuer and each
Guarantor, as it may be amended, amended and restated, modified, supplemented,
extended, renewed or replaced from time to time in accordance with the Indenture
or other intercreditor agreements among the Trustee, the Noteholder Collateral
Agent, an agent for lenders providing an ABL Facility from time to time, in each
case as it may be amended, modified, supplemented, extended, renewed or
replaced.

     

    “interest” means, with respect
to the Notes, unless the context requires otherwise, interest and Additional
Interest, if any, on the Notes.

     

    “Interest Payment Date” means
the Stated Maturity of an installment of interest on the Notes and shall mean
each March 1, June 1, September 1 and December 1 of each year.

     

    “Investments” of any Person
means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the form of:

     

    (1)           All
loans, advances or capital contributions or other credit extensions constituting
Indebtedness of such other Person, and any guarantee of Indebtedness of any
other Person;

     

    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    

     

    (2)           All
purchases (or other acquisitions for consideration) by such Person of
Indebtedness, Equity Interests or other securities of any other Person (other
than any such purchase that constitutes a Restricted Payment of the type
described in clause (2) of the definition thereof);

     

    (3)           All
other items that would be classified as investments on a balance sheet of such
Person prepared in accordance with GAAP; and

     

    (4)           The
Designation of any Subsidiary as an Unrestricted Subsidiary.

     

    Except as
otherwise expressly specified in this definition, the amount of any Investment
(other than an Investment made in cash) shall be the Fair Market Value thereof
on the date such Investment is made.  The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 6.17.  If the Issuer or any Restricted Subsidiary
sells or otherwise disposes of any Equity Interests of any Restricted
Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either
case, such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary, the Issuer shall be deemed to have
made an Investment on the date of any such sale or other disposition equal to
the Fair Market Value of the Equity Interests of and all other Investments in
such Restricted Subsidiary retained.  Notwithstanding the foregoing,
purchases or redemptions of Equity Interests of the Issuer shall be deemed not
to be Investments.

     

    “Issue Date” means the date on
which the Notes are originally issued.

     

    “Last Reported Sale Price” of
Common Stock on any Trading Day means the closing sale price per share (or if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one, the average of the average bid and the average ask prices) on
that day as reported on the principal United States securities exchange on which
shares of Common Stock are then traded.  If the Common Stock is not
listed for trading on a United States national securities exchange on the
relevant date, the “Last Reported Sale Price” of Common Stock will be the last
quoted bid price per share of Common Stock in the over-the-counter market on the
relevant date as reported by the OTC Bulletin Board or Pink OTC Markets Inc. or
similar organization on which the Common Stock is then quoted.  If the
Common Stock is not so quoted, the “Last Reported Sale Price” of Common Stock
will be as determined by a United States nationally recognized securities dealer
retained by the Issuer for that purpose.  The “Last Reported Sale
Price” of Common Stock will be determined without reference to extended or after
hours trading.

     

    “Lien” means, with respect to
any asset, any mortgage, deed of trust, lien (statutory or other), pledge,
charge, security interest or other encumbrance of any kind or nature 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.

     

    “Material Real Property” means
any owned real property (or any interest in owned real property) having a net
book value in excess of $700,000.

     

    “Maturity Date” means August
31, 2015.


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    “Maximum ABL Debt Amount”
means, on any date of determination, the amount of (i) (1) the aggregate
principal amount of ABL Debt then outstanding (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Issuer and the Restricted Subsidiaries thereunder) which principal amount
shall not exceed $80.0 million
less (2) to the extent a permanent repayment and/or commitment reduction
is required thereunder as a result of the application, the aggregate amount of
Net Available Proceeds applied to repayments under the Credit Agreement in
accordance with Section 6.11, plus (ii) the aggregate
amount of all then outstanding Banking Services Obligations and the then
applicable net aggregate obligation amount of all then outstanding Swap
Obligations incurred with any lender under an ABL Facility (or an affiliate of
such lender), in the case of each of the obligations under this clause (ii), to
the extent secured under any ABL Facility, plus (iii) all accrued and
unpaid interest accruing in
respect of or attributable to, but only in respect of or attributable to, the
aggregate principal amount of ABL Debt at any one time not to exceed the amount
referred to in clause (i) above, fees, indemnities (other than unasserted,
contingent indemnity obligations) and other obligations (other than principal
and interest) relating to the foregoing.

     

    “Moody’s” means Moody’s
Investors Service, Inc. and its successors.

     

    “Mortgages” means mortgages,
deeds of trust, leasehold mortgages, assignments of leases and rents,
modifications and other security documents delivered pursuant to
Section 6.15.

     

    “Net Available Proceeds” means,
with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash
Equivalents, net of

     

    (1)           Brokerage
commissions and other fees and expenses (including fees, discounts and expenses
of legal counsel, accountants, investment banks, consultants and placement
agents) of such Asset Sale;

     

    (2)           Provisions
for taxes payable as a result of such Asset Sale (after taking into account any
available tax credits or deductions and any tax sharing
arrangements);

     

    (3)           Amounts
required to be paid to any Person (other than the Issuer or any Restricted
Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale
or having a Lien thereon;

     

    (4)           Payments
of unassumed liabilities (not constituting Indebtedness) relating to the assets
sold at the time of, or within 30 days after the date of, such Asset
Sale;

     

    (5)           Appropriate
amounts to be provided by the Issuer or any Restricted Subsidiary, as the case
may be, as a reserve required in accordance with GAAP against any adjustment in
the sale price of such asset or assets or liabilities associated with such Asset
Sale and retained by the Issuer or any Restricted Subsidiary, as the case may
be, after such Asset Sale, including pensions and other postemployment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers’ Certificate delivered to the Trustee; provided, however, that any amounts
remaining after adjustments, revaluations or liquidations of such reserves shall
constitute Net Available Proceeds; and

     

    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    (6)           Any
portion of the purchase price from an Asset Sale placed in escrow (whether as a
reserve for adjustment of the purchase price, or for satisfaction of indemnities
in respect of such Asset Sale) in accordance with GAAP; provided, however, that the termination
of any such escrow, Net Available Proceeds shall be increased by the amount of
any portion of funds released from escrow to the Issuer or any Restricted
Subsidiary.

     

    “Non-Recourse Indebtedness”
means:

     

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

     

    (2)           No
default with respect to which would permit upon notice, lapse of time or both
any holder of any other Indebtedness of the Issuer or any Restricted Subsidiary
to declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its Stated Maturity;
and

     

    (3)           As
to which the lenders have been notified or acknowledged in writing that they
will not have any recourse to the stock (other than the stock of an Unrestricted
Subsidiary pledged by the Issuer or any Restricted Subsidiary) or assets of the
Issuer and the Restricted Subsidiaries.

     

    “Non-U.S. Person” has the
meaning assigned to such term in Regulation S.

     

    “Note Documents” means the
Notes, the Notes Guarantees, the Indenture, the Security Documents, the
Registration Rights Agreement and the Intercreditor Agreement.

     

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

     

    “Noteholder Collateral Agent”
means U.S. Bank National Association, as Noteholder Collateral Agent, and any
successor thereto in such capacity.

     

    “Noteholder Secured Parties”
means the Trustee, Noteholder Collateral Agent, each Holder and each other
holder of, or obligee in respect of, any obligations in respect of the Notes
outstanding at such time and the beneficiaries of each indemnification
obligation undertaken by a Note Party under any Note Document.

     

    “Note Parties” means the Issuer
and the Guarantors.

     

    “Notes” means, collectively,
the Issuer’s 9.5% Convertible Secured Notes due 2015 issued in accordance with
Section 2.02 treated as a single class of securities under this Indenture,
as amended or supplemented from time to time in accordance with the terms of
this Indenture.

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

     

    “Notes Collateral” means
substantially all of the assets (excluding all Excluded Assets) that are owned
or hereafter acquired by the Issuer or by any Guarantor to the extent pledged or
required to be pledged to secure the Notes on a first-priority basis in favor of
the Noteholder Secured Parties in accordance with the Intercreditor Agreement,
this Indenture and the Security Documents, including, to the extent constituting
Collateral, all to the extent owned or hereafter acquired by the Issuer or by
any Guarantor, (i) Equity Interests in any Subsidiary of the Issuer, (ii)
Material Real Property, (iii) Equipment (other than mixer trucks), (iv)
Intellectual Property, (v) other Collateral to the extent not constituting
ABL Collateral and (v) Proceeds of Notes Collateral, including the Asset Sale
Proceeds Account; provided that after the
Discharge of ABL Debt secured by the ABL Collateral and subject to the terms,
conditions and provisions of the Intercreditor Agreement, this Indenture and the
Security Documents, all Collateral shall constitute Notes
Collateral.  All capitalized terms used in this definition and not
otherwise defined in this Indenture shall have the meaning attributed thereto in
the Uniform Commercial Code for the State of New York.

     

    “Obligation” means any
principal (when due, upon acceleration, upon redemption, upon mandatory
repayment or repurchase pursuant to a mandatory offer to purchase or otherwise),
premium, interest, penalties, fees, indemnification, reimbursements, costs,
expenses, damages and other liabilities payable under the documentation
governing any Indebtedness, including all interest accrued or accruing after the
commencement of any bankruptcy, insolvency or reorganization or similar case or
proceeding at the contract rate (including, without limitation, any contract
rate applicable upon default) specified in the relevant documentation, whether
or not the claim for such interest is allowed as a claim in such case or
proceeding.

     

    “Offering Memorandum” means the
offering memorandum of the Issuer relating to the offering of the Notes dated
August 16, 2010 (including any documents incorporated by reference
therein).

     

    “Officer” means any of the
following of the Issuer:  the Chairman of the Board of Directors, the
Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer or the Secretary.

     

    “Officers’ Certificate” means a
certificate signed by two Officers.

     

    “Open of Business” means
9:00 a.m. New York City time.

     

    “Opinion of Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the
Trustee.  The counsel may be an employee of, or counsel to, the
Issuer, a Guarantor or the Trustee.

     

    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    “Other Pari Passu Lien
Obligations” means any other Refinancing Indebtedness that refinances or
refunds (or successive refinancings and refundings) any Notes and all
Obligations with respect to such Indebtedness; provided, that such
Indebtedness shall (a) have a stated maturity date that is equal to or
longer than the Notes, (b) contain terms and covenants that are no more
restrictive than the terms and covenants under the Notes, (c) contain terms
and covenants that are more restrictive than the terms and covenants under the
Notes so long as prior to or substantially simultaneously with the issuance of
any such Indebtedness, the Notes and the Indenture are amended to contain any
such more restrictive terms and covenants and (d) be secured by an interest
in the Collateral that ranks pari passu or junior to the
security interest and Liens of the Noteholder Collateral Agent in the Collateral
for the benefit of the Noteholder Secured Parties.

     

    “Pari Passu Indebtedness” means
any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of payment
with the Notes or the Note Guarantees, as applicable.

     

    “Perfection Certificate” shall
mean any Perfection Certificate substantially in the form delivered on the Issue
Date.

     

    “Permanent Regulation S Global
Note” has the meaning given to such term in
Section 2.01.

     

    “Permitted Business” means the
businesses engaged in by the Issuer and its Subsidiaries on the Issue Date as
described in the Offering Memorandum and businesses that are reasonably related
thereto, reasonable extensions thereof or necessary or desirable to facilitate
any such business, and any unrelated business to the extent that it is not
material in size as compared with the Issuer’s business as a whole.

     

    “Permitted Investment”
means:

     

    (1)           (i) Investments
by the Issuer or any Guarantor in (a) any Restricted Subsidiary that is a
Guarantor or (b) any Person that will become immediately after such
Investment a Restricted Subsidiary that is a Guarantor or that will merge or
consolidate into the Issuer or any Restricted Subsidiary that is a Guarantor and
(ii) Investments by any Restricted Subsidiary that is not a Guarantor in
any other Restricted Subsidiary;

     

    (2)           Investments
in the Issuer by any Restricted Subsidiary;

     

    (3)           Hedging
Obligations incurred in compliance with Section 6.08;

     

    (4)           Cash
and Cash Equivalents;

     

    (5)           Receivables
and trade credit owing to the Issuer or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such
trade terms may include such concessionary trade terms as the Issuer or any such
Restricted Subsidiary deems reasonable under the circumstances;

     

    (6)           Investments
in securities of trade creditors or customers received upon foreclosure or
pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers;

     

    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

    (7)           Investments
made by the Issuer or any Restricted Subsidiary as a result of consideration
received in connection with an Asset Sale made in compliance with
Section 6.11;

     

    (8)           Lease,
utility and other similar deposits in the ordinary course of
business;

     

    (9)           Investments
made by the Issuer or a Restricted Subsidiary for consideration consisting only
of Qualified Equity Interests;

     

    (10)         Stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Issuer or any Restricted Subsidiary
or in satisfaction of judgments;

     

    (11)         Guarantees
of Indebtedness permitted to be incurred under this Indenture;

     

    (12)         Advances,
loans, rebates and extensions of credit to suppliers, customers and vendors in
the ordinary course of business in an aggregate amount, together with the
aggregate amount of Indebtedness under clause (xiii) of the definition of
“Permitted Indebtedness” not to exceed $2.5 million at any time
outstanding;

     

    (13)         Payroll,
travel, relocation, commission and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as operating
expenses for accounting purposes and that are made in the ordinary course of
business;

     

    (14)         Investments
in existence on the Issue Date (including Investments in the Excluded Joint
Venture) or made pursuant to binding commitments existing on the Issue Date and
any Investment consisting of an extension, modification, renewal, replacement,
refunding or refinancing of any Investment existing on, or made pursuant to a
binding commitment existing on the Issue Date; provided that the amount of
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 may otherwise be
permitted under this Indenture;

     

    (15)         Prepaid
expenses, negotiable instruments held for collection and workers’ compensation,
performance and other similar deposits in the ordinary course of
business;

     

    (16)         Investments
in an aggregate amount not to exceed, at any one time outstanding, not to exceed
the greater of $5.0 million and 2.5% of Consolidated Net Tangible Assets at the
time of such Investment (with each Investment being valued as of the date made
and without regard to subsequent changes in value);

     

    (17)         Investments
by the Issuer and its Restricted Subsidiaries consisting of deposits, prepayment
and other credits to suppliers or landlords made in the ordinary course of
business, including such Investments in connection with the entry into any new
hauling arrangements contemplated as of  the date of this
Indenture;


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


    (18)         Any
Investment acquired by the Issuer or any of its Restricted Subsidiaries
(a) in exchange for any other Investment or accounts receivable held by the
Issuer or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the Issuer of such
other Investment or accounts receivable, or (b) as a result of a
foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to
any secured Investment or other transfer of title with respect to any secured
Investment in default;

     

    (19)         Any
Investment by the Issuer or a Restricted Subsidiary of the Issuer in a Person
engaged in a Permitted Business (other than an Investment in an Unrestricted
Subsidiary) having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause (19) that are at the time outstanding,
not to exceed the greater of (a) $15.0 million and (b) 10% of Consolidated Net
Tangible Assets at the time of such Investment (with the Fair Market Value of
each Investment being measured at the time made and without giving effect to
subsequent changes in value), at any one time outstanding; provided, however, that if any
Investment pursuant to this clause (19) is made in any Person that is not a
Restricted Subsidiary of the Issuer at the date of the making of such Investment
and such Person becomes a Restricted Subsidiary of the Issuer after such date,
such Investment shall thereafter be deemed to have been made pursuant to clause
(1) above and shall cease to have been made pursuant to this clause (19) for so
long as such Person continues to be a Restricted Subsidiary;

     

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

     

    (21)         Investments
acquired after the date of this Indenture as a result of the acquisition by the
Issuer or any Restricted Subsidiary of the Issuer of another Person, including
by way of a merger, amalgamation or consolidation with or into the Issuer or any
of its Restricted Subsidiaries in a transaction that is not prohibited by
Article Seven 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;

     

    (22)         Investments
consisting of purchases and acquisitions of inventory, supplies, materials and
equipment or purchases of contract rights or licenses of intellectual property
or leases, in each case, in the ordinary course of business;

     

    (23)         Any
acquisition of assets or Equity Interests solely in exchange for, or out of the
net cash proceeds received from, the issuance of Equity Interests (other than
Disqualified Stock) of the Issuer or any contribution to the common equity of
the Issuer; provided
that the amount of any such net cash proceeds that are utilized for any such
Investment pursuant to this clause (23) will be excluded from
Section 6.09(a)(ii)(4);

     

    (24)         Investments
by the Issuer or any Restricted Subsidiary in the Excluded Joint Venture in an
aggregate amount not to exceed $7.0 million; and

     

    (25)         For
purposes of this definition, in the event that a proposed Investment (or portion
thereof) meets the criteria of more than one of the categories of Permitted
Investments described in clause (1) through (24) above, or is otherwise
entitled to be incurred or made pursuant to Section 6.09, the Issuer will
be entitled to classify, or later reclassify, such Investment (or portion
thereof) in one or more of such categories set forth above or pursuant to
Section 6.09.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    The
amount of Investments outstanding at any time pursuant to clause (16) above
shall be deemed to be reduced:

     

    (a)           Upon
the disposition or repayment of or return on any Investment made pursuant to
clause (16) above, as the case may be, by an amount equal to the return of
capital with respect to such Investment to the Issuer or any Restricted
Subsidiary (to the extent not included in the computation of Consolidated Net
Income); and

     

    (b)          Upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an
amount equal to the lesser of (x) the Fair Market Value of the Issuer’s
proportionate interest in such Subsidiary immediately following such
Redesignation, and (y) the aggregate amount of Investments in such
Subsidiary that increased (and did not previously decrease) the amount of
Investments outstanding pursuant to clause (16).

     

    “Permitted Liens” means the
following types of Liens:

     

    (1)           Liens
on the Collateral securing the ABL Debt not to exceed the Maximum ABL Debt
Amount and Banking Services Obligations and Swap Obligations (whose priority
shall be governed by the Intercreditor Agreement);

     

    (2)           Liens
for taxes, assessments or governmental charges or claims either (a) not
delinquent or (b) contested in good faith by appropriate proceedings and as
to which the Issuer or the Restricted Subsidiaries shall have set aside on its
books such reserves or other appropriate provisions as may be required pursuant
to GAAP;

     

    (3)           Statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith,
if such reserve or other appropriate provision, if any, as shall be required by
GAAP shall have been made in respect thereof;

     

    (4)           Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations, surety
and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);

     

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


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    (6)           Judgment
Liens not giving rise to a Default so long as such Liens are adequately bonded
and any appropriate legal proceedings which may have been duly initiated for the
review of such judgment have not been finally terminated or the period within
which the proceedings may be initiated has not expired, which are being
contested in good faith and for which adequate reserves have been made to the
extent required by GAAP;

     

    (7)           Survey
exceptions, easements, rights-of-way, zoning restrictions, non-monetary
encumbrances and other similar charges, restrictions or encumbrances in respect
of real property or immaterial imperfections of title which do not, in the
aggregate, impair in any material respect the ordinary conduct of the business
of the Issuer and the Restricted Subsidiaries taken as a whole;

     

    (8)           Liens
securing reimbursement obligations with respect to letters of credit which
encumber documents and other assets relating to such letters of credit and
products and proceeds thereof;

     

    (9)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements of the Issuer or any Restricted
Subsidiary, including rights of offset and setoff;

     

    (10)         (A) Bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more accounts maintained by the
Issuer or any Restricted Subsidiary, in each case granted in the ordinary course
of business in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts
and netting arrangements; provided, that in no case
shall any such Liens secure (either directly or indirectly) the repayment of any
Indebtedness; and (B) Liens (i) of a collection bank arising under
Section 4-208 of the Uniform Commercial Code (or equivalent statutes) on
items in the course of collection and (ii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the right
of set-off) and which are within the general parameters customary in the banking
industry;

     

    (11)         Leases
or subleases granted to others that do not materially interfere with the
ordinary course of business of the Issuer or any Restricted
Subsidiary;

     

    (12)         Liens
arising from filing precautionary Uniform Commercial Code financing statements
regarding leases;

     

    (13)         Liens
securing the Notes outstanding on the Issue Date, and Liens securing Other Pari
Passu Lien Obligations, the Note Guarantees relating thereto and any Obligations
with respect to such Notes, Other Pari Passu Liens Obligations and Note
Guarantees; provided,
that such Liens with respect to Other Pari Passu Lien Obligations do not extend
to any additional assets not securing the Notes;

     

    (14)         Liens
existing on the Issue Date securing Indebtedness outstanding on the Issue
Date;


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    (15)         Liens
in favor of the Issuer or a Guarantor;

     

    (16)         Liens
securing Indebtedness and related obligations (including Hedging Obligations and
cash management obligations incurred in the ordinary course and not for
speculative purposes) permitted pursuant to clauses (iv) or (viii)(a) of
Section 6.08(b) and Refinancing Indebtedness of such, in each case, to the
extent such Liens in respect of Hedging Obligations are subject to the
Intercreditor Agreement or another intercreditor agreement substantially
consistent with and no less favorable to the Holders in any material respect
than the Intercreditor Agreement and treated as “ABL Priority Liens” (as defined
in the Intercreditor Agreement) under the applicable intercreditor
agreement;

     

    (17)         Liens
securing Purchase Money Indebtedness and Capitalized Lease Obligations; provided, that such Liens
shall not extend to any asset other than the specified asset being financed and
additions and improvements thereon;

     

    (18)         Liens
securing Indebtedness permitted to be incurred under Section 6.08(b)(xi);
provided, that the
Liens securing such Indebtedness (i) are solely on acquired property or Equity
Interests of the acquired entity, and the proceeds thereof or (ii) do not extend
to assets not subject to such Lien at the time of acquisition (other than
improvements thereon) and are no more favorable to the lienholders than those
securing such Indebtedness prior to the incurrence of such Indebtedness by the
Issuer or a Restricted Subsidiary;

     

    (19)         Liens,
other than those securing Indebtedness permitted to be incurred under
Section 6.08, on assets of a Person existing at the time such Person is
acquired or merged with or into or consolidated with the Issuer or any such
Restricted Subsidiary (and not created in anticipation or contemplation
thereof);

     

    (20)         Liens
to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to
in the foregoing clauses (13), (16) ,(17), (18), (19) and this clause (20);
provided, that such
Liens (i) do not extend to any additional assets (other than improvements
thereon and replacements thereof and proceeds) and (ii) are of the same priority
as any such Liens prior to such refinancing;

     

    (21)         Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of
goods;

     

    (22)         Liens
with respect to obligations that do not in the aggregate exceed $5.0 million at
any one time outstanding;

     

    (23)         Liens
encumbering property or assets under construction arising from progress or
partial payments by a customer of the Issuer or any of its Restricted
Subsidiaries relating to such property or assets;

     

    (24)         Liens
on property of, or on shares of stock or Indebtedness of, any Person existing at
the time (A) such Person becomes a Restricted Subsidiary of the Issuer or
(B) such Person or such property is acquired by the Issuer or any
Restricted Subsidiary; provided, that such Liens do
not extend to any other assets of the Issuer or any Restricted Subsidiary and
such Lien secures only those obligations which it secures on the date of such
acquisition (and extensions, renewals, refinancings and replacements
thereof);


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    (25)         Liens
solely on any cash earnest money deposits made by the Issuer or any of its
Restricted Subsidiaries in connection with any letter of intent or purchase
agreement permitted under this Indenture;

     

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

     

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

     

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

     

    (29)         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;

     

    (30)         Customary
Liens granted in favor of a trustee (including the Trustee) to secure fees and
other amounts owing to such trustee under an indenture or other agreement
pursuant to which Indebtedness not prohibited by this Indenture is issued
including this Indenture;

     

    (31)         Liens
on assets or the Capital Stock of Foreign Subsidiaries securing Indebtedness of
Foreign Subsidiaries to the extent not pledged as Notes Collateral;
and

     

    (32)         (i)
With respect to real property owned by the Issuer or applicable Restricted
Subsidiary, Liens encumbering any leases or subleases of real property leased to
a third party and not incurred in connection with Indebtedness, which do not
materially distract from the use of the property subject thereto and that do
not, in the aggregate, impair in any material respect the ordinary conduct of
the business of the Issuer and the Restricted Subsidiaries, taken as a whole and
(ii) with respect to any real property leased by the Issuer or any Restricted
Subsidiary, any Liens on the title of such property not created by the Issuer or
the Restricted Subsidiary, as applicable.

     

    For
purposes of determining compliance with this definition, (a) Permitted
Liens need not be incurred solely by reference to one category of Permitted
Liens described above but are permitted to be incurred in part under any
combination thereof and (b) in the event that a Lien (or any portion
thereof) meets the criteria of one or more categories of Permitted Liens
described above, the Issuer shall, in its sole discretion, classify (or later
reclassify) such item of Permitted Liens (or any portion thereof) in any manner
that complies with this definition and will only be required to include the
amount and type of such item of Permitted Liens in one of the above clauses and
such Lien will be treated as having been incurred pursuant to only one of such
clauses.


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    “Person” means any individual,
corporation, partnership, limited liability company, joint venture, incorporated
or unincorporated association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof or
other entity of any kind.

     

    “Plan of Liquidation” with
respect to any Person, means a plan that provides for, contemplates or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously, in phases or
otherwise):  (1) the sale, lease, conveyance or other disposition
of all or substantially all of the assets of such Person otherwise than as an
entirety or substantially as an entirety; and (2) the distribution of all
or substantially all of the proceeds of such sale, lease, conveyance or other
disposition of all or substantially all of the remaining assets of such Person
to holders of Equity Interests of such Person.

     

    “Preferred Stock” means, with
respect to any Person, any and all preferred or preference stock or other equity
interests (however designated) of such Person whether now outstanding or issued
after the Issue Date.

     

    “principal” means, with respect
to the Notes, the principal of, and premium, if any, on the Notes.

     

    “Private Placement Legend”
means the legends initially set forth on the Notes in the form set forth in
Exhibit C.

     

    “Purchase Money Indebtedness”
means Indebtedness, including Capitalized Lease Obligations, of the Issuer or
any Restricted Subsidiary, in each case, incurred for the purpose of financing
all or any part of the purchase price, lease or mortgage financing (including
such Indebtedness as lessee) of property, plant or equipment used in the
business of the Issuer or any Restricted Subsidiary or the cost of installation,
construction or improvement thereof, and the payment of any sales or other taxes
associated therewith; provided, however, that
(1) the amount of such Indebtedness shall not exceed such purchase price or
cost and payment and (2) such Indebtedness shall be incurred within one
year after such acquisition of such asset by the Issuer or such Restricted
Subsidiary or such installation, construction or improvement.

     

    “Purchaser Group” means Monarch
Alternative Capital LP, Whitebox Advisors, LLC and York Capital Management
Global Advisors, LLC, in each case including any of their respective related
funds and Affiliates.

     

    “Purchaser Party” means any
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act) who acquired Notes from the Issuer on the Issue Date.

     

    “Qualified Equity Interests”
means Equity Interests of the Issuer other than Disqualified Equity Interests;
provided, that such
Equity Interests shall not be deemed Qualified Equity Interests to the extent
sold or owed to a Subsidiary of the Issuer or financed, directly or indirectly,
using funds (1) borrowed from the Issuer or any Subsidiary of the Issuer
until and to the extent such borrowing is repaid or (2) contributed,
extended, guaranteed or advanced by the Issuer or any Subsidiary of the Issuer
(including, without limitation, in respect of any employee stock ownership or
benefit plan).


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    

     

    “Qualified Institutional Buyer”
or “QIB” shall have the
meaning specified in Rule 144A under the Securities Act.

     

    “Record Date” means the
applicable Record Date specified in the Notes; provided, that if any such
date is not a Business Day, the Record Date shall be the first day immediately
succeeding such specified day that is a Business Day.

     

    “redeem” means to redeem,
repurchase, purchase, defease, retire, discharge or otherwise acquire or retire
for value; and “redemption” shall have a
correlative meaning.

     

    “Redemption Date,” when used
with respect to any Note to be redeemed, means the date fixed for such
redemption pursuant to this Indenture and the Notes.

     

    “Redemption Price,” when used
with respect to any Note to be redeemed, means the price fixed for such
redemption, payable in immediately available funds, pursuant to this Indenture
and the Notes.

     

    “refinance” means to refinance,
repay, prepay, replace, renew, refund, redeem, defease or retire.

     

    “Refinancing Indebtedness”
means Indebtedness of the Issuer or a Restricted Subsidiary issued in exchange
for, or the proceeds from the issuance and sale or disbursement of which are
used to redeem, extend, renew, replace, defease, refund or refinance in whole or
in part, any Indebtedness of the Issuer or any Restricted Subsidiary (the “Refinanced Indebtedness”);
provided
that:

     

    (1)           The
principal amount (or accreted value, in the case of Indebtedness issued at a
discount) of the Refinancing Indebtedness does not exceed the principal amount
(or accreted value, as the case may be) of the Refinanced Indebtedness plus the
amount of accrued and unpaid interest on the Refinanced Indebtedness, any
premiums and defeasance costs paid to the holders of the Refinanced Indebtedness
and reasonable expenses incurred in connection with the incurrence of the
Refinancing Indebtedness;

     

    (2)           The
Refinancing Indebtedness is the obligation of the same Person as that of the
Refinanced Indebtedness;

     

    (3)           If
the Refinanced Indebtedness was subordinated in right of payment to the Notes or
the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by
its terms, is subordinate in right of payment to the Notes or the Note
Guarantees, as the case may be, at least to the same extent as the Refinanced
Indebtedness, and if the Refinanced Indebtedness was pari passu in right of
payment with the Notes or the Note Guarantees, as the case may be, then the
Refinancing Indebtedness ranks pari passu with, or is
subordinated in right of payment to, the Notes or the Note Guarantees, as the
case may be;


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    


    (4)           The
Refinancing Indebtedness has a final Stated Maturity either (a) no earlier
than the Refinanced Indebtedness being repaid or amended or (b) after the
Maturity Date of the Notes; provided, that (x) if
the Refinancing Indebtedness is subordinated in right of payment to the Notes or
the Note Guarantees, then such Refinancing Indebtedness shall have a final
Stated Maturity after the Maturity Date of the Notes and (y) if the
Refinancing Indebtedness is with respect to Refinanced Indebtedness that was
Subordinated Indebtedness, then such Refinancing Indebtedness shall have a
maturity date no earlier than the Maturity Date of the Notes; and

     

    (5)           The
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on
or prior to the Maturity Date of the Notes has a Weighted Average Life to
Maturity at the time such Refinancing Indebtedness is incurred that is equal to
or greater than the Weighted Average Life to Maturity of the portion of the
Refinanced Indebtedness being repaid that is scheduled to mature on or prior to
the Maturity Date of the Notes; provided, that (x) if
the Refinancing Indebtedness is subordinated in right of payment to the Notes or
the Note Guarantees, then no portion of such Refinancing Indebtedness shall
mature until after the Maturity Date of the Notes and (y) if the
Refinancing Indebtedness is with respect to Refinanced Indebtedness that was
Subordinated Indebtedness, then no portion of such Refinancing Indebtedness
shall mature before the Maturity Date of the Notes.

     

    “Registration Rights Agreement”
means the Registration Rights Agreement dated as of the Issue Date among the
Issuer, the Guarantors and the Purchaser Parties.

     

    “Regulation D” means Regulation
D under the Securities Act.

     

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

     

    “Relevant Determination Date”
has the meaning given to such term in the definition of “Consolidated Secured
Debt Ratio.”

     

    “Requirement of Law” means,
collectively, any and all requirements of any governmental authority including
any and all laws, ordinances, rules, regulations or similar statutes or case
law.

     

    “Responsible Officer” means,
when used with respect to the Trustee, any officer in the Corporate Trust Office
of the Trustee to whom any corporate trust matter is referred because of such
officer’s knowledge of and familiarity with the particular subject and shall
also mean any officer who shall have direct responsibility for the
administration of this Indenture.

     

    “Restricted Payment” means any
of the following:

     

    (1)           The
declaration or payment of any dividend or any other distribution on Equity
Interests of the Issuer or any Restricted Subsidiary or any payment made to the
direct or indirect holders (in their capacities as such) of Equity Interests of
the Issuer or any Restricted Subsidiary, including, without limitation, any
payment in connection with any merger or consolidation involving the Issuer but
excluding (a) dividends or distributions payable solely in Qualified Equity
Interests or through accretion or accumulation of such dividends on such Equity
Interests, (b) in the case of Restricted Subsidiaries, dividends or
distributions payable to the Issuer or to a Restricted Subsidiary (provided that such dividends
or distributions be to the Issuer or a Guarantor if made by a Guarantor),
(c) any dividend or other distribution for which an adjustment of the
Conversion Rate is made in accordance with Article Five and (d) any
dividend, distribution or interest payment made to a Holder of Notes or Common
Stock issuable upon conversion of the Notes in accordance with this
Indenture;


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

    (2)           The
redemption of any Equity Interests of the Issuer or any Restricted Subsidiary,
or any equity holder of the Issuer, including, without limitation, any payment
in connection with any merger or consolidation involving the Issuer but
excluding any such Equity Interests held by the Issuer or any Restricted
Subsidiary;

     

    (3)           Any
Investment other than a Permitted Investment; or

     

    (4)           Any
prepayment with respect to or redemption, repurchase, retirement, defeasance or
other acquisition for consideration of principal or sinking fund payment, as the
case may be, in respect of Subordinated Indebtedness, in each case prior to the
scheduled payment date or maturity or prior to any scheduled repayment of
principal or sinking fund payment.

     

    “Restricted Security” means a
Note that constitutes a “Restricted Security” within the meaning of Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee
shall be entitled to request and conclusively rely on an Opinion of Counsel with
respect to whether any Note constitutes a Restricted Security.

     

    “Restricted Subsidiary” means
any Subsidiary of the Issuer other than an Unrestricted Subsidiary.  As of
the Issue Date, all Subsidiaries of the Issuer shall be Restricted
Subsidiaries.

     

    “Restructuring Expenses” means
losses, expenses and charges incurred in connection with restructuring within
the Issuer and/or one or more Restricted Subsidiaries, including in connection
with integration of acquired businesses or Persons, disposition of one or more
Subsidiaries or businesses, exiting of one or more lines of businesses and
relocation, disposition or consolidation of facilities, including severance,
curtailments or modifications of pension plans, lease termination and other
non-ordinary-course, non-operating costs and expenses in connection
therewith.

     

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

     

    “S&P” means Standard &
Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its
successors.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “Secretary’s Certificate” means
a certificate signed by the Secretary of the Issuer.

     

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


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    

     

    “Security Documents” means the
Collateral Agreement and any security agreements, pledge agreements, mortgages,
collateral assignments and related agreements, in each case as amended,
supplemented, restated, renewed, refunded, replaced, restructured, repaid,
refinanced or otherwise modified from time to time, creating the security
interests in the property and assets (other than Excluded Assets) of each
Grantor.

     

    “Shelf Registration Statement”
has the meaning assigned to it in the Registration Rights
Agreement.

     

    “Significant Subsidiary” means
(1) any Restricted Subsidiary that would be a “significant subsidiary” as
defined in Regulation S-X promulgated pursuant to the Securities Act as
such Regulation is in effect on the Issue Date and (2) any Restricted
Subsidiary that, when aggregated with all other Restricted Subsidiaries that are
not otherwise Significant Subsidiaries and as to which any event described in
clause (xi) or (xii) under Section 8.01 has occurred and is continuing, or
which are being released from their Note Guarantees (in the case of clause (x)
of Section 11.02(b), would constitute a Significant Subsidiary under clause
(1) of this definition.

     

    “Special Property”
means:

     

    (a)           Any
contract, General Intangible, permit, lease or license held by any Grantor that
validly prohibits the creation by such Grantor of a security interest
therein;

     

    (b)           Any
contract, General Intangible, permit, lease or license held by any Grantor to
the extent that any Requirement of Law applicable thereto prohibits the creation
of a security interest therein;

     

    (c)           Any
contract, General Intangible, permit, lease or license held by any Grantor to
the extent that the creation by such Grantor of a security interest therein is
permitted only with the consent of another party, if the requirement to obtain
such consent is legally enforceable and such consent has not been
obtained;

     

    (d)           Any
property owned on the date hereof or acquired after the date hereof by any
Grantor that is subject to a Lien permitted by either clause (14), (18), (19) or
(20) of the definition of Permitted Liens if the contract or agreement pursuant
to which such Lien is granted validly prohibits the creation of any other Lien
on such property or requires the consent of another party to create such Lien,
if the requirement to obtain such consent is legally enforceable and such
consent has not been obtained.

     

    provided, however, that to the extent
such property constitutes Special Property due to a prohibition on the creation
of any security interest or other Lien in the relevant permit, lease, license,
contract or other agreement or by Requirement of Law applicable thereto, then in
each case described in clauses (a), (b), (c) or (d) of this definition, such
property shall constitute “Special Property” only to the extent and for so long
as such permit, lease, license, contract or other agreement or Requirement of
Law applicable thereto validly prohibits the creation of a security interest or
Lien on such property in favor of the Noteholder Collateral Agent or such
permit, lease, license, contract, other agreement or Requirement of Law validly
requires any consent not obtained thereunder in order for the Issuer or a
Guarantor to create a security interest therein and, upon the termination or
waiver of such prohibition or requirement (howsoever occurring), such property
shall cease to constitute “Special Property”;


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    and provided, further, that clauses (a),
(b), (c) and (d) of this definition shall not be construed to limit, impair or
otherwise affect the Noteholder Secured Parties’ continuing security interests
in any Grantor’s rights to or interests of any Grantor in (x) monies due or to
become due under any such contract, license, agreement, instrument or other
document (to the extent not prohibited by such contract, license, agreement,
instrument or other document and applicable law), or (y) any proceeds from the
sale, license, lease or other disposition of any such contract, license,
agreement, instrument or other document.

     

    “Stated Maturity” means, with
respect to any installment of interest or principal on any Indebtedness, the
date on which such payment of interest or principal is scheduled to be paid in
the documentation governing such Indebtedness, and shall 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.

     

    “Subordinated Indebtedness”
means Indebtedness of the Issuer or any Restricted Subsidiary that is expressly
subordinated in right of payment to the Notes or the Note Guarantees,
respectively.  For the avoidance of doubt, (i) unsecured Indebtedness is
not subordinated to secured Indebtedness merely because it is unsecured and (ii)
senior Indebtedness is not subordinated Indebtedness merely because it has a
junior lien priority with respect to the same collateral.

     

    “Subsidiary” means, with
respect to any Person:

     

    (1)           Any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of the Equity Interests entitled
(without regard to the occurrence of any contingency) to vote in the election of
the Board of Directors thereof are at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and

     

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

     

    Unless
otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer. 
The Excluded Joint Venture shall not be a Subsidiary of the Issuer or any
Restricted Subsidiary for purposes of this Indenture.

     

    “Swap Agreements” means any
agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions; provided
that no phantom stock or similar plan providing for payments only on account of
services provided by
current or former directors, officers, employees or consultants of the Issuer or
any Subsidiaries shall be a Swap Agreement.


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    

     

    “Swap Obligations” of a Person
means any and all obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under any and all Swap Agreements.

     

    “Temporary Regulation S Global
Note” has the meaning given to such term in
Section 2.01.

     

    “Total Leverage Ratio” means,
as of any date of determination, the ratio of (a) consolidated total
Indebtedness (excluding the Capitalized Lease Obligations, Purchase Money
Indebtedness and Non-Recourse Indebtedness) of the Issuer and its Restricted
Subsidiaries to (b) the aggregate amount of Consolidated Cash Flow for the
then most recent four fiscal quarters for which internal financial statements of
the Issuer and its Restricted Subsidiaries are available, in each case with such
pro forma and other adjustments to such consolidated total Indebtedness and
Consolidated Cash Flow as are consistent with the adjustment provisions set
forth in the definition of Consolidated Secured Debt Ratio.

     

    “Trading Day” means a day
during which trading in securities generally occurs on the principal United
States securities exchange on which the Common Stock is then listed or, if the
Common Stock is not listed on a United States national securities exchange, then
on the principal other market on which the Common Stock is then traded or
quoted.

     

    “Transactions” means,
collectively, (a) the execution, delivery and performance by the Issuer and
the Guarantors of the Indenture, Collateral Agreement, Intercreditor Agreement
and other related documents to which they are a party and the issuance of the
Notes thereunder, (b) the execution, delivery and performance the Issuer
and the Subsidiaries party thereto of the Credit Agreement, Intercreditor
Agreement and related security documents on the Issue Date and borrowing
thereunder, (c) restructuring of the Issuer pursuant to the plan of
reorganization to be confirmed and consummated in one or more voluntary cases
under Chapter 11 of the Bankruptcy Code to be commenced by the Issuer in the
United States Bankruptcy Court for the District of Delaware and (d) the
payment of related fees and expenses.

     

    “Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939, as amended.

     

    “Trustee” means the party named
as such in this Indenture until a successor replaces it in accordance with the
provisions of this Indenture and thereafter means such successor.

     

    “Uniform Commercial Code” or
“UCC” means the Uniform
Commercial Code as in effect in the relevant jurisdiction from time to
time.  Unless otherwise specified, references to the Uniform Commercial
Code herein refer to the New York Uniform Commercial Code.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    

     

    “Unrestricted Subsidiary” means
(1) any Subsidiary that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance
with Section 6.17 and (2) any Subsidiary of an Unrestricted
Subsidiary.

     

    “U.S. Government Obligations”
means direct non-callable obligations of, or obligations guaranteed by, the
United States of America for the payment of which guarantee or obligations the
full faith and credit of the United States of America is pledged.

     

    “U.S. Legal Tender” means such
coin or currency of the United States of America that at the time of payment
shall be legal tender for the payment of public and private debts.

     

    “Voting Stock” with respect to
any Person, means securities of any class of Equity Interests of such Person
entitling the holders thereof (whether at all times or only so long as no senior
class of stock or other relevant equity interest has voting power by reason of
any contingency) to vote in the election of members of the Board of Directors of
such Person.

     

    “Weighted Average Life to
Maturity” when applied to any Indebtedness at any date, means 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 payment of principal, including payment
at final maturity, in respect thereof 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.

     

    “Wholly Owned Restricted
Subsidiary” means a Restricted Subsidiary of which 100% of the Equity
Interests (except for directors’ qualifying shares or certain minority interests
owned by other Persons solely due to local law requirements that there be more
than one stockholder, but which interest is not in excess of what is required
for such purpose) are owned directly by the Issuer or through one or more Wholly
Owned Restricted Subsidiaries.

     

    
      	
              SECTION 1.02.

            	
              Other
      Definitions.

            


    

     

    
      
        	
                Term

              	 
      	
                Section

              
	
                144A
      Global Note

              	 
      	
                Section 2.01

              
	
                acceleration
      declaration

              	 
      	
                Section
      8.02

              
	
                Accrued
      Interest

              	 
      	
                Section
      5.03(b)

              
	
                Additional
      Shares

              	 
      	
                Section
      5.07(b)

              
	
                Affiliate
      Transaction

              	 
      	
                Section
      6.12(a)

              
	
                Authentication
      Order

              	 
      	
                Section
      2.02

              
	
                Cap
      Conversion Dates

              	 
      	
                Section
      5.08(c)

              
	
                Cash
      Conversion Amount

              	 
      	
                Section
      5.08(e)

              
	
                Cash
      Conversion Payment Date

              	 
      	
                Section
      5.08(i)

              
	
                Conversion
      Cap

              	 
      	
                Section
      5.13

              
	
                Conversion
      Date

              	 
      	
                Section
      5.02(a)(iv)

              
	
                Conversion
      Event

              	 
      	
                Section
      5.08(a)

              
	
                Conversion
      Event Notice

              	 
      	
                Section
      5.08(a)

              


      

    


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    

    


    
      
        	
                Term

              	 
      	
                Section

              
	
                Conversion
      Notice

              	 
      	
                Section
      5.02(a)(i)

              
	
                Conversion
      Payment Date

              	 
      	
                Section
      5.02(b)

              
	
                Conversion
      Termination Date

              	 
      	
                Section
      5.08(b)

              
	
                Covenant
      Defeasance

              	 
      	
                Section
      10.02(c)

              
	
                Deposit
      Bank

              	 
      	
                Section
      4.01(b)(vii)

              
	
                Designation

              	 
      	
                Section
      6.17(a)

              
	
                Designation
      Amount

              	 
      	
                Section
      6.17(a)(ii)

              
	
                Distributed
      Assets

              	 
      	
                Section
      5.04(d)(v)

              
	
                Effective
      Date

              	 
      	
                Section
      5.07(c)

              
	
                Election
      Notice

              	 
      	
                Section
      5.08(c)

              
	
                Event
      of Default

              	 
      	
                Section
      8.01

              
	
                Excess
      Proceeds

              	 
      	
                Section
      6.11(d)(iii)

              
	
                Expiration
      Date

              	 
      	
                Section
      5.04(f)

              
	
                Expiration
      Time

              	 
      	
                Section
      5.04(f)

              
	
                Four
      Quarter Period

              	 
      	
                Section
      5.04(f)

              
	
                Fundamental
      Change of Control Issuer Notice

              	 
      	
                Section
      3.01(b)

              
	
                Fundamental
      Change of Control Purchase Date

              	 
      	
                Section
      3.01(a)

              
	
                Fundamental
      Change of Control Purchase Notice

              	 
      	
                Section
      3.01(c)(i)

              
	
                Fundamental
      Change of Control Purchase Price

              	 
      	
                Section
      3.01(a)

              
	
                Global
      Notes

              	 
      	
                Section
      2.01

              
	
                Guarantee
      Obligations

              	 
      	
                Section
      13.01

              
	
                Guarantors

              	 
      	
                Preamble

              
	
                IAI
      Global Note

              	 
      	
                Section
      2.01

              
	
                indenture
      securities

              	 
      	
                Section
      1.03

              
	
                indenture
      security holder

              	 
      	
                Section
      1.03

              
	
                indenture
      to be qualified

              	 
      	
                Section
      1.03

              
	
                indenture
      trustee

              	 
      	
                Section
      1.03

              
	
                institutional
      trustee

              	 
      	
                Section
      1.03

              
	
                Issuer

              	 
      	
                Preamble

              
	
                Legal
      Defeasance

              	 
      	
                Section
      10.02(b)

              
	
                Make
      Whole Payment

              	 
      	
                Section
      5.07(f)

              
	
                Net
      Proceeds Offer

              	 
      	
                Section
      6.11(e)(i)

              
	
                Net
      Proceeds Payment Date

              	 
      	
                Section
      6.11(g)(2)

              
	
                Net
      Proceeds Surplus

              	 
      	
                Section
      6.11(f)

              
	
                obligor

              	 
      	
                Section
      1.03

              
	
                Offered
      Price

              	 
      	
                Section
      6.11(e)(ii)

              
	
                Pari
      Passu Indebtedness Price

              	 
      	
                Section
      6.11(e)(ii)

              
	
                Participants

              	 
      	
                Section
      2.15(a)

              
	
                Paying
      Agent

              	 
      	
                Section
      2.03

              
	
                Payment
      Amount

              	 
      	
                Section
      6.11(e)(i)

              
	
                Permanent
      Regulation S Global Note,

              	 
      	
                Section
      2.01

              
	
                Permitted
      Indebtedness

              	 
      	
                Section
      6.08(b)

              
	
                Physical
      Notes

              	 
      	
                Section
      2.01

              
	
                Premises

              	 
      	
                Section
      6.15

              
	
                Public
      Spin-Off

              	 
      	
                Section
      5.04(d)(v)

              


      

    


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    

    


    
      
        	
                Term

              	 
      	
                Section

              
	
                Public
      Spin-Off Valuation Period

              	 
      	
                Section
      5.04(d)(v)

              
	
                Redemption
      Price

              	 
      	
                Section
      4.01(a)

              
	
                Redesignation

              	 
      	
                Section
      6.17(d)

              
	
                Reference
      Property

              	 
      	
                Section
      5.05(b)

              
	
                Registrar

              	 
      	
                Section
      2.03

              
	
                Regulation S
      Global Note

              	 
      	
                Section
      2.01

              
	
                Relevant
      Determination Date

              	 
      	
                Section
      1.01

              
	
                Remaining
      Notes

              	 
      	
                Section
      5.08(g)

              
	
                Restricted
      Payments Basket

              	 
      	
                Section
      6.09(a)(ii)

              
	
                Share
      Price

              	 
      	
                Section
      5.07(c)

              
	
                Successor

              	 
      	
                Section
      7.01(a)(i)(2)

              
	
                Temporary
      Regulation S Global Note

              	 
      	
                Section
      2.01

              
	
                Trigger
      Event

              	 
      	
                Section
      5.04(d)(v)

              
	
                Trustee

              	
                  

              	
                Preamble

              


      

    

    


    
      	
              SECTION 1.03.

            	
              Incorporation by
      Reference of Trust Indenture Act.

            


    

     

    Whenever
this Indenture refers to a provision of the Trust Indenture Act, such provision
is incorporated by reference in, and made a part of, this Indenture.  The
following Trust Indenture Act terms used in this Indenture have the following
meanings:

     

    “indenture securities”
means the Notes.

     

    “indenture security
holder” means a Holder.

     

    “indenture to be
qualified” means this Indenture.

     

    “indenture trustee” or
“institutional
trustee” means the Trustee.

     

    “obligor” on the
indenture securities means the Issuer, any Guarantor or any other obligor on the
Notes.

     

    All other
Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by SEC rule and not otherwise defined herein have the meanings assigned
to them therein.

     

    
      	
              SECTION 1.04.

            	
              Rules of
      Construction.

            


    

     

    Unless
the context otherwise requires:

     

    (i)           A
term has the meaning assigned to it;

     

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

     

    (iii)         “or”
is not exclusive;


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    

     

    (iv)         Words
in the singular include the plural, and words in the plural include the
singular;

     

    (v)          Provisions
apply to successive events and transactions;

     

    (vi)         “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other
subdivision;

     

    (vii)        The
words “including,” “includes” and similar words shall be deemed to be followed
by “without limitation” and

     

    (viii)       Capitalized
words used in the definition of Notes Collateral and Excluded Assets shall be
deemed to have the meanings attributed thereto in the Uniform Commercial Code
for the State of New York.

     

    ARTICLE TWO

     

    THE
NOTES

     

    
      	
              SECTION 2.01.

            	
              Form and
      Dating.

            


    

     

    The Notes
and the Trustee’s certificate of authentication shall 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.  The Issuer shall approve the form of
the Notes and any notation, legend or endorsement on them, which approval can be
evidenced by execution thereof.  Each Note shall be dated the date of its
issuance and show the date of its authentication.  Each Note shall have an
executed Note Guarantee from each of the Guarantors existing on the Issue Date
endorsed thereon substantially in the form of Exhibit B.

     

    The terms
and provisions contained in the Notes and the Note Guarantees shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, 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.

     

    Notes
will be offered and sold in the United States in reliance on Regulation D. 
Notes offered and sold to “Qualified Institutional Buyers” as defined in
Rule 144A shall be issued initially in the form of one or more permanent
global Notes in registered form, substantially in the form set forth in Exhibit A (each
a “144A Global Note”),
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Issuer (and having an executed Note Guarantee from each of the Guarantors
endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the
legends set forth in Exhibit C.

     

    Notes
offered and sold to Institutional Accredited Investors shall be issued initially
in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the
“IAI Global Note”),
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Issuer (and having an executed Note Guarantee from each of the Guarantors
endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the
legends set forth in Exhibit C.


    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    

     

    Notes
offered and sold in offshore transactions in reliance on Regulation S shall
be issued initially in the form of a single temporary global Note in registered
form, substantially in the form of Exhibit A (the
“Temporary Regulation S
Global Note”), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Issuer (and having an executed Note Guarantee
from each of the Guarantors endorsed thereon) and authenticated by the Trustee
as hereinafter provided
and shall bear the legends set forth in Exhibit C. 
Reasonably promptly following the date that is 40 days after the later of the
commencement of the offering of the Notes in reliance on Regulation S and the
Issue Date, upon receipt by the Trustee and the Issuer of a duly executed
certificate certifying that the Holder of the beneficial interest in the
Temporary Regulation S Global Note is a Non-U.S. Person, substantially in
the form of Exhibit D from
the Depositary, a single permanent global Note in registered form substantially
in the form of Exhibit A (the
“Permanent Regulation S
Global Note,” and together with the Temporary Regulation S Global
Note, the “Regulation S
Global Note” and together with the 144A Global Note and the IAI Global
Note, the “Global
Notes”) duly executed by the Issuer (and having an executed Note
Guarantee from each of the Guarantors endorsed thereon) and authenticated by the
Trustee as hereinafter provided shall be deposited
with the Trustee, as custodian for the Depositary, and the Registrar shall
reflect on its books and records the cancellation of the Temporary Regulation S
Global Note and the issuance of the Permanent Regulation S Global
Note.

     

    The
aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, as hereinafter provided.  Notes issued
in exchange for interests in a Global Note pursuant to Section 2.16 may be
issued in the form of permanent certificated Notes in registered form in
substantially the form set forth in Exhibit A and
bearing the applicable legends, if any (the “Physical Notes”).

     

    
      	
              SECTION 2.02.

            	
              Execution,
      Authentication and Denomination.

            


    

     

    One
Officer of the Issuer (who shall have been duly authorized by all requisite
corporate actions) shall sign the Notes for such Issuer by manual or facsimile
signature.  One Officer of a Guarantor (who shall have been duly authorized
by all requisite corporate actions) shall sign the Note Guarantee for such
Guarantor by manual or facsimile signature.

     

    If an
Officer whose signature is on a Note or Note Guarantee, as the case may be, was
an Officer at the time of such execution but no longer holds that office at the
time the Trustee authenticates the Note, the Note shall nevertheless be
valid.

     

    A Note
(and the Note Guarantees in respect thereof) shall not be valid until an
authorized signatory of the Trustee manually signs the certificate of
authentication on the Note.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    

     

    The
aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is limited to $55,000,000, except for Notes authenticated
and delivered upon registration of, or in exchange for, or in lieu of, other
Notes pursuant to Section 2.06, Section 2.07, and
Section 2.10.

     

    The Notes
shall be known and designated as the “9.5% Convertible Senior Notes due 2015” of
the Issuer.  The principal amount shall be payable at the Maturity
Date.

     

    The
Trustee shall authenticate the Notes on the Issue Date upon a written order
of the Company in the form of a certificate of an Officer of the Company (an
“Authentication
Order”).  The Authentication Order shall specify the amount of Notes
to be authenticated and the date on which the Notes are to be authenticated and
whether the Notes are to be issued as certificated Notes or Global Notes or such
other information as the Trustee may reasonably request.

     

    The
Trustee may appoint an authenticating agent reasonably acceptable to the Issuer
to authenticate Notes.  Unless otherwise provided in the appointment,
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 the Issuer and Affiliates of the
Issuer.  The Trustee shall have the right to decline to authenticate and
deliver any Notes under this Indenture if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability.

     

    The Notes
shall be issuable only in registered form without coupons in denominations of
$1,000 and integral multiples thereof.

     

    
      	
              SECTION 2.03.

            	
              Registrar and Paying
      Agent.

            


    

     

    The
Issuer shall maintain or cause to be maintained an office or agency in the
Borough of Manhattan, The City of New York, where (a) Notes may be
presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes
may, subject to Section 2 of the Notes, be presented or surrendered for
payment (“Paying Agent”)
and (c) notices and demands to or upon the Issuer in respect of the Notes
and this Indenture may be served.  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 shall in any manner relieve the Issuer of its
obligation to maintain or cause to be maintained an office or agency in the
Borough of Manhattan, The City of New York, for such purposes.  The
Issuer may act as Registrar or Paying Agent, except that for the purposes of
Article Ten, neither the Issuer nor any Affiliate of the Issuer shall act
as Paying Agent.  The Registrar shall keep a register of the Notes and of
their transfer and exchange and the entries in such register shall be conclusive
as to the ownership of each of the Notes, absent manifest error.  The
Issuer, upon notice to the Trustee, may have one or more co-registrars and one
or more additional paying agents reasonably acceptable to the Trustee.  The
term “Registrar” includes any co-registrar and the term “Paying Agent” includes
any additional paying agent.  The Issuer initially appoints the Trustee as
Registrar and Paying Agent until such time as the Trustee has resigned or a
successor has been appointed.


    
      
         


      

      
        -42-

        
          

        

      

      
         


      

    

     

    The
Issuer shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall implement the provisions of this
Indenture that relate to such Agent.  The Issuer shall notify the Trustee,
in advance, of the name and address of any such Agent.  If the Issuer fails
to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

     

    
      	
              SECTION 2.04.

            	
              Paying Agent to Hold
      Assets in Trust.

            


    

     

    The
Issuer shall require each Paying Agent other than the Trustee or the Issuer or
any Subsidiary to agree in writing that, subject to Article Twelve, each
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
assets held by the Paying Agent for the payment of principal of, or interest on,
the Notes (whether such assets have been distributed to it by the Issuer or any
other obligor on the Notes), and shall notify the Trustee of any Default by the
Issuer (or any other obligor on the Notes) in making any such payment.  The
Issuer at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed and the Trustee may at
any time during the continuance of any payment Default, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it to
the Trustee and to account for any assets distributed.  Upon distribution
to the Trustee of all assets that shall have been delivered by the Issuer to the
Paying Agent, the Paying Agent shall have no further liability for such
assets.

     

    
      	
              SECTION 2.05.

            	
              Holder
      Lists.

            


    

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders.  If
the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at
least seven (7) Business Days prior to each Interest Payment Date and at
such other times as the Trustee may request in writing a list, in such form and
as of such date as the Trustee may reasonably require, of the names and
addresses of Holders, which list may be conclusively relied upon by the
Trustee.

     

    
      	
              SECTION 2.06.

            	
              Transfer and
      Exchange.

            


    

     

    Subject
to Sections 2.15 and 2.16, when Notes are presented to the Registrar with a
request to register the transfer of such Notes or to exchange such Notes for an
equal principal amount of Notes of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; provided, however, that the Notes
surrendered for transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Registrar, duly executed by the Holder thereof or his or her attorney duly
authorized in writing.  To permit registrations of transfers and exchanges,
the Issuer shall execute and the Trustee shall authenticate Notes at the
Registrar’s request.  No service charge shall be made 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.


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    

     

    Without
the prior written consent of the Issuer, the Registrar shall not be required to
register the transfer of or exchange of any Note (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of Notes and ending at the Close of Business on the day of such
mailing, (ii) selected for redemption in whole or in part pursuant to
Article Five, except the unredeemed portion of any Note being redeemed in
part, and (iii) beginning at the opening of business on any Record Date and
ending on the Close of Business on the related Interest Payment
Date.

     

    Any
Holder of a beneficial interest in a Global Note shall, by acceptance of such
beneficial interest, agree that transfers of beneficial interests in such Global
Notes may be effected only through a book-entry system maintained by the Holder
of such Global Note (or its agent) in accordance with the applicable legends
thereon, and that ownership of a beneficial interest in the Note shall be
required to be reflected in a book-entry system.

     

    
      	
              SECTION 2.07.

            	
              Replacement
      Notes.

            


    

     

    If a
mutilated Note is surrendered to the Trustee or if the Holder of a Note claims
that the Note has been lost, destroyed or wrongfully taken, the Issuer shall
issue and the Trustee shall authenticate a replacement Note if the Trustee’s
requirements are met.  Such Holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of both the Issuer and the Trustee, to
protect the Issuer, the Trustee or any Agent from any loss which any of them may
suffer if a Note is replaced.  The Issuer may charge such Holder for its
reasonable out-of-pocket expenses in replacing a Note pursuant to this
Section 2.07, including reasonable fees and expenses of counsel and of the
Trustee.

     

    Every
replacement Note is an additional obligation of the Issuer and every replacement
Note Guarantee shall constitute an additional obligation of the Guarantor
thereof.

     

    The
provisions of this Section 2.07 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of lost, destroyed or wrongfully taken Notes.

     

    
      	
              SECTION 2.08.

            	
              Outstanding
      Notes.

            


    

     

    Notes
outstanding at any time are all the Notes that have been authenticated by the
Trustee except those cancelled by it, those delivered to it for cancellation and
those described in this Section as not outstanding.  A Note does not
cease to be outstanding because the Issuer, the Guarantors or any of their
respective Affiliates hold the Note (subject to the provisions of
Section 2.09).

     

    If a Note
is replaced pursuant to Section 2.07 (other than a mutilated Note
surrendered for replacement), it ceases to be outstanding unless a Responsible
Officer of the Trustee receives proof satisfactory to it that the replaced Note
is held by a bona fide
purchaser.  A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to
Section 2.07.


    
      
         


      

      
        -44-

        
          

        

      

      
         


      

    

     

    If the
principal amount of any Note is considered paid under Section 6.01, it
ceases to be outstanding and interest ceases to accrue.  If on a Redemption
Date or the Maturity Date the Trustee or Paying Agent (other than the Issuer or
an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations
sufficient to pay all of the principal and interest due on the Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them ceases to accrue.

     

    
      	
              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
of its Affiliates shall be disregarded, except that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be disregarded.

     

    
      	
              SECTION 2.10.

            	
              Temporary
      Notes.

            


    

     

    Until
definitive Notes are ready for delivery, the Issuer may prepare and the Trustee
shall authenticate temporary Notes.  Temporary Notes shall be substantially
in the form of definitive Notes but may have variations that the Issuer
considers appropriate for temporary Notes.  Without unreasonable delay, the
Issuer shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.  Until such exchange, temporary Notes shall
be entitled to the same rights, benefits and privileges as definitive
Notes.  Notwithstanding the foregoing, so long as the Notes are represented
by a Global Note, such Global Note may be in typewritten form.

     

    
      	
              SECTION 2.11.

            	
              Cancellation.

            


    

     

    The
Issuer at any time may deliver Notes to the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for transfer, exchange or payment.  The Trustee, or at
the direction of the Trustee, the Registrar or the Paying Agent (other than the
Issuer or a Subsidiary), and no one else, shall cancel and, at the written
direction of the Issuer, shall dispose of all Notes surrendered for transfer,
exchange, payment or cancellation in accordance with its customary
procedures.  Subject to Section 2.07, the Issuer may not issue new
Notes to replace Notes that it has paid or delivered to the Trustee for
cancellation.  If the Issuer or any Guarantor shall acquire any of the
Notes, such acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation pursuant to this Section 2.11.

     

    
      	
              SECTION 2.12.

            	
              Defaulted
      Interest.

            


    

     

    If the
Issuer defaults in a payment of interest on the Notes, it shall pay the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner.  The Issuer may pay the defaulted
interest to the persons who are Holders on a subsequent special record date,
which date shall be the fifteenth day next preceding the date fixed by the
Issuer for the payment of defaulted interest or the next succeeding Business Day
if such date is not a Business Day.  At least 15 days before any such
subsequent special record date, the Issuer shall mail to each Holder, with a
copy to the Trustee, a notice that states the subsequent special record date,
the payment date and the amount of defaulted interest, and interest payable on
such defaulted interest, if any, to be paid.


    
      
         


      

      
        -45-

        
          

        

      

      
         


      

    

     

    
      	
              SECTION 2.13.

            	
              Cusip
      Numbers.

            


    

     

    The
Issuer in issuing the Notes may use “CUSIP” numbers, and if so, the Trustee
shall use the “CUSIP” numbers in notices of redemption or exchange as a
convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the “CUSIP” numbers printed in the notice or on the Notes, and that reliance may
be placed only on the other identification numbers printed on the Notes. 
The Issuer will promptly notify the Trustee of any change in the “CUSIP”
numbers.

     

    
      	
              SECTION 2.14.

            	
              Deposit of
      Moneys.

            


    

     

    Subject
to Section 2 of the Notes, prior to 11:00 a.m. New York City time
on each Interest Payment Date, Maturity Date, Redemption Date, Fundamental
Change of Control Payment Date, Conversion Payment Date, Conversion Termination
Date and Net Proceeds Payment Date, the Issuer shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date, Maturity Date, Redemption
Date, Fundamental Change of Control Payment Date, Conversion Payment Date,
Conversion Termination Date and Net Proceeds Payment Date, as the case may be,
in a timely manner which permits the Paying Agent to remit payment to the
Holders on such Interest Payment Date, Maturity Date, Redemption Date,
Fundamental Change of Control Payment Date, Conversion Payment Date, Conversion
Termination Date and Net Proceeds Payment Date, as the case may be.

     

    
      	
              SECTION 2.15.

            	
              Book-Entry Provisions
      for Global Notes.

            


    

     

    (a)           General.  The
Global Notes initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the
Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Exhibit C, as
applicable.

     

    Members
of, or participants in, the Depositary (“Participants”) shall have no
rights under this Indenture with respect to any Global Note held on their behalf
by the Depositary, or the Trustee as its custodian, or under the Global Note,
and the Depositary may be treated by the Issuer, the Trustee and any agent of
the Issuer or the Trustee as the absolute owner of the Global Note for all
purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.


    
      
         


      

      
        -46-

        
          

        

      

      
         


      

    


    (b)          Global Notes. 
Transfers of Global Notes shall be limited to transfers in whole, but not in
part, to the Depositary, its successors or their respective nominees. 
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.16; provided, that in no event
shall a beneficial interest in a Global Note be credited, or a Physical Note
which is not a Restricted Security be issued, to a Person who is an affiliate
(as defined in Rule 144 under the Securities Act) of the Issuer.  In
addition, Physical Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Notes if (i) the
Depositary notifies the Issuer that it is unwilling or unable to act as
Depositary for any Global Note, the Issuer so notifies the Trustee in writing
and a successor Depositary is not appointed by the Issuer within 90 days of such
notice or (ii) the Issuer, at its option, and subject to the procedures of
the Depositary, notifies the Trustee in writing that it elects to cause the
issuance of the Notes in the form of Physical Notes under this Indenture. 
Upon any issuance of a Physical Note in accordance with this
Section 2.15(b) the Trustee is required to register such Physical Note in
the name of, and cause the same to be mailed to, such person or persons (or the
nominee of any thereof).  All such Physical Notes shall bear the applicable
legends, if any.

     

    (c)           Transfer or Exchange of a
Position of the Beneficial Interest in a Global Note.  In connection
with any transfer or exchange of a portion of the beneficial interest in a
Global Note to beneficial owners pursuant to paragraph (b) of this
Section 2.15, the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Issuer
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of authorized denominations in an aggregate principal amount
equal to the principal amount of the beneficial interest in the Global Note so
transferred.

     

    (d)          Transfer of a Global Note as
an Entirety.  In connection with the transfer of a Global Note as an
entirety to beneficial owners pursuant to paragraph (b) of this
Section 2.15, such Global Note shall be deemed to be surrendered to the
Trustee for cancellation, and (i) the Issuer shall execute, (ii) the
Guarantors shall execute notations of Note Guarantees on and (iii) the
Trustee shall upon written instructions from the Issuer authenticate and
deliver, to each beneficial owner identified by the Depositary in exchange for
its beneficial interest in such Global Note, an equal aggregate principal amount
of Physical Notes of authorized denominations.

     

    (e)           Physical Notes. 
Any Physical Note constituting a Restricted Security delivered in exchange for
an interest in a Global Note pursuant to paragraph (b) or (c) of this
Section 2.15 shall, except as otherwise provided by
Section 2.16, bear the Private Placement Legend.

     

    (f)           Proxies.  The
Holder of any Global Note may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants,
to take any action which a Holder is entitled to take under this Indenture or
the Notes.


    
      
         


      

      
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              SECTION 2.16.

            	
              Special Transfer and
      Exchange Provisions.

            


    

     

    (a)         Transfers to Non-QIB
Institutional Accredited Investors.  The following provisions shall
apply with respect to the registration of any proposed transfer of a Restricted
Security to any Institutional Accredited Investor which is not a
QIB:

     

    (i)           The
Registrar shall register the transfer of any Restricted Security, whether or not
such Note bears the Private Placement Legend, if (x) the requested transfer
is after the expiration of the applicable holding period with respect thereto
set forth in Rule 144(d) of the Securities Act; provided, however, that neither the
Issuer nor any Affiliate of the Issuer has held any beneficial interest in such
Note, or portion thereof, at any time on or prior to the expiration of the
applicable holding period with respect thereto set forth in Rule 144(d) of the
Securities Act or (y) the proposed transferee has delivered to the
Registrar a certificate substantially in the form of Exhibit E hereto
and any legal opinions and certifications as may be reasonably requested by the
Trustee and the Issuer;

     

    (ii)          If
the proposed transferee is a Participant and the Notes to be transferred consist
of Physical Notes which after transfer are to be evidenced by an interest in the
IAI Global Note, upon receipt by the Registrar of the Physical Note and
(x) written instructions given in accordance with the Depositary’s and the
Registrar’s procedures and (y) the certificate, if required, referred to in
clause (y) of paragraph (i) above (and any legal opinion or other
certifications), the Registrar shall register the transfer and reflect on its
books and records the date and an increase in the principal amount of the IAI
Global Note in an amount equal to the principal amount of Physical Notes to be
transferred, and the Registrar shall cancel the Physical Notes so transferred;
and

     

    (iii)         If
the proposed transferor is a Participant seeking to transfer an interest in a
Global Note, upon receipt by the Registrar of (x) written instructions
given in accordance with the Depositary’s and the Registrar’s procedures and
(y) the certificate, if required, referred to in clause (y) of
paragraph (i) above, the Registrar shall register the transfer and reflect
on its books and records the date and (A) a decrease in the principal
amount of the Global Note from which such interests are to be transferred in an
amount equal to the principal amount of the Notes to be transferred and
(B) an increase in the principal amount of the IAI Global Note in an amount
equal to the principal amount of the Notes to be transferred.

     

    (b)         Transfers to
QIBs.  The following provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Security to a
QIB:


    
      
         


      

      
        -48-

        
          

        

      

      
         


      

    


    (i)           The
Registrar shall register the transfer of any Restricted Security, whether or not
such Note bears the Private Placement Legend, if (x) the requested transfer
is after the expiration of the applicable holding period with respect thereto
set forth in Rule 144(d) of the Securities Act; provided, however, that neither the
Issuer nor any Affiliate of the Issuer has held any beneficial interest in such
Note, or portion thereof, at any time on or prior to the expiration of the
applicable holding period with respect thereto set forth in Rule 144(d) of the
Securities Act or (y) such transfer is being made by a proposed transferor
who has checked the box provided for on the applicable Global Note stating, or
has otherwise advised the Issuer and the Registrar in writing, that the sale has
been made in compliance with the provisions of Rule 144A to a transferee who has
signed the certification provided for on the applicable Global Note stating, or
has otherwise advised the Issuer and the Registrar in writing, that it is
purchasing the Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a QIB
within the meaning of Rule 144A, and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as it has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A;

     

    (ii)          If
the proposed transferee is a Participant and the Notes to be transferred consist
of Physical Notes which after transfer are to be evidenced by an interest in the
144A Global Note, upon receipt by the Registrar of the Physical Note and written
instructions given in accordance with the Depositary’s and the Registrar’s
procedures, the Registrar shall register the transfer and reflect on its book
and records the date and an increase in the principal amount of the 144A Global
Note in an amount equal to the principal amount of Physical Notes to be
transferred, and the Registrar shall cancel the Physical Notes so transferred;
and

     

    (iii)         If
the proposed transferor is a Participant seeking to transfer an interest in the
IAI Global Note or the Regulation S Global Note, upon receipt by the
Registrar of written instructions given in accordance with the Depositary’s and
the Registrar’s procedures, the Registrar shall register the transfer and
reflect on its books and records the date and (A) a decrease in the
principal amount of the IAI Global Note or the Regulation S Global Note, as
the case may be, in an amount equal to the principal amount of the Notes to be
transferred and (B) an increase in the principal amount of the 144A Global
Note in an amount equal to the principal amount of the Notes to be
transferred.

     

    (c)         Transfers of Interests in
the Temporary Regulation S Global Note.  The following
provisions shall apply with respect to the registration of any proposed transfer
of interests in the Temporary Regulation S Global Note:

     

    (i)           The
Registrar shall register the transfer of an interest in the Temporary
Regulation S Global Note, whether or not such Global Note bears the Private
Placement Legend if the proposed transferor has delivered to the Registrar a
certificate substantially in the form of Exhibit E
stating, among other things, that the proposed transferee is a Non-U.S. Person
(except for a transfer to a Purchaser Party);

     

    (ii)          If
the proposed transferee is a Participant, upon receipt by the Registrar of the
documents referred to in clause (i)(x) above, if required, and instructions
given in accordance with the Depositary’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and amount of such
transfer of an interest in the Temporary Regulation S Global
Note.


    
      
         


      

      
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    (d)         Transfers to Non-U.S.
Persons.  The following provisions shall apply with respect to any
transfer of a Restricted Security to a Non-U.S. Person under Regulation
S:

     

    (i)           The
Registrar shall register any proposed transfer of a Restricted Security to a
Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit F from
the proposed transferor and such certifications, legal opinions and other
information as the Trustee or the Issuer may reasonably request;
and

     

    (ii)          (a)
If the proposed transferor is a Participant holding a beneficial interest in the
Rule 144A Global Note or the IAI Global Note or the Note to be transferred
consists of Physical Notes, upon receipt by the Registrar of (x) the
documents required by paragraph (i) and (y) instructions in accordance
with the Depositary’s and the Registrar’s procedures, the Registrar shall
reflect on its books and records the date and a decrease in the principal amount
of the Rule 144A Global Note or the IAI Global Note, as the case may be, in an
amount equal to the principal amount of the beneficial interest in the Rule 144A
Global Note or the IAI Global Note, as the case may be, to be transferred or
cancel the Physical Notes to be transferred, and (b) if the proposed
transferee is a Participant, upon receipt by the Registrar of instructions given
in accordance with the Depositary’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and an increase in the
principal amount of the Permanent Regulation S Global Note in an amount
equal to the principal amount of the Rule 144A Global Note, the IAI Global Note
or the Physical Notes, as the case may be, to be transferred.

     

    (e)         Restrictions on Transfer and
Exchange of Global Notes.  Notwithstanding any other provisions of
this Indenture, a Global Note may not be transferred as a whole except 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.

     

    (f)
         Private Placement
Legend.  Upon the transfer, exchange or replacement of Notes not
bearing the Private Placement Legend unless otherwise required by applicable
law, the Registrar shall deliver Notes that do not bear the Private Placement
Legend.  Upon the transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) there is delivered to the Trustee an
Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Note has been offered and sold (including pursuant to the
Shelf Registration Statement) pursuant to an effective registration statement
under the Securities Act.

     

    (g)         General.  By its
acceptance of any Note bearing the Private Placement Legend, each Holder of such
a Note acknowledges the restrictions on transfer of such Note set forth in this
Indenture and in the Private Placement Legend and agrees that it will transfer
such Note only as provided in this Indenture.


    
      
         


      

      
        -50-

        
          

        

      

      
         


      

    

     

    The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.15 or Section 2.16 as
long as there are any Notes outstanding.  The Issuer shall have the right
to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

     

    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.

     

    The
Trustee shall have no responsibility for the actions or omissions of the
Depositary, or the accuracy of the books and records of the
Depositary.

     

    (h)           Cancellation and/or
Adjustment of Global Note.  At such time as all beneficial interests
in a particular Global Note have been exchanged for Physical Notes or a
particular Global Note has been redeemed, repurchased or canceled in whole and
not in part, each such Global Note shall 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 Physical
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall 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 shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such
increase.


    
      
         


      

      
        -51-

        
          

        

      

      
         


      

    


    (i)           Automatic Exchange from
Global Note Constituting a Restricted Security or Physical Note Constituting a
Restricted Security to Global Note Which Is Not a Restricted
Security.  At the option of the Issuer and upon compliance with the
following procedures, beneficial interests in a Global Note constituting a
Restricted Security or Physical Note constituting a Restricted Security shall be
exchanged for beneficial interests in a Global Note, which is not a Restricted
Security.  In order to effect such exchange, the Issuer shall provide
written notice to the Trustee instructing the Trustee to (i) direct the
depositary to transfer the specified amount of the outstanding beneficial
interests in a particular Global Note constituting a Restricted Security or
Physical Note constituting a Restricted Security to a Global Note, which is not
a Restricted Security, and provide the depositary with all such information as
is necessary for the depositary to appropriately credit and debit the relevant
Holder accounts and (ii) provide prior written notice to all Holders of the
applicable Global Note constituting a Restricted Security or Physical Note
constituting a Restricted Security of such exchange, which notice must include
the date such exchange is proposed to occur, the CUSIP number of the relevant
Global Note constituting a Restricted Security or Physical Note constituting a
Restricted Security and the CUSIP number of the Global Note, which is not a
Restricted Security, into which such Holders’ beneficial interests will be
exchanged.  As a condition to any such exchange pursuant to this Section
2.16(i), the Trustee shall be entitled to receive from the Issuer, and rely upon
conclusively without any liability, an Officers’ Certificate and an Opinion of
Counsel to the Issuer, in form and in substance reasonably satisfactory to the
Trustee, to the effect that such transfer of beneficial interests to the Global
Note, which is not a Restricted Security, shall be affected in compliance with
the Securities Act.  The Issuer may request from Holders such information
it reasonably determines is required in order to be able to deliver such
Officers’ Certificate and Opinion of Counsel.  Upon such exchange of
beneficial interests pursuant to this Section 2.16(i), the Registrar shall
reflect on its books and records the date of such transfer and a decrease and
increase, respectively, in the principal amount of the applicable Global Note
constituting a Restricted Security or Physical Note constituting a Restricted
Security and the Global Note, which is not a Restricted Security, respectively,
equal to the principal amount of beneficial interests
transferred.  Following any such transfer pursuant to this Section
2.16(i) of all of the beneficial interests in a Global Note constituting a
Restricted Security or Physical Note constituting a Restricted Security, such
Global Note constituting a Restricted Security or Physical Note constituting a
Restricted Security shall be cancelled.

     

    (j)           Transfer of Securities Held
by Affiliates.  Notwithstanding anything to the contrary in
this Section 2.16 any certificate (i) evidencing a Note that has been
transferred to an Affiliate (as defined in Rule 405 of the Securities Act) of
the Issuer, as evidenced by a notation on the certificate of transfer or
certificate of exchange for such transfer or in the representation letter
delivered in respect thereof, or (ii) evidencing a Note that has been acquired
from an Affiliate (other than by an Affiliate) in a transaction or a chain of
transactions not involving any public offering, as evidenced by a notation on
the certificate of transfer or certificate of exchange for such transfer or in
the representation letter delivered in respect thereof, shall, until one year
after the last date on which either the Issuer or any Affiliate of the Issuer
was an owner of such Note, in each case, be in the form of a permanent Physical
Note and bear the Private Placement Legend subject to the restrictions in this
Section 2.16.  The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to this Section
2.16(j).  The Issuer, at its sole cost and expense, shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable advance
written notice to the Trustee.


    
      
         


      

      
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      ARTICLE THREE

       

      PURCHASE
AT OPTION OF HOLDERS UPON

      A
FUNDAMENTAL CHANGE OF CONTROL

       

      
        	
                SECTION 3.01.

              	
                Purchase at the Option
      of Holders upon a Fundamental Change of
  Control.

              


      

       

      (a)           Generally. If there
shall occur a Fundamental Change of Control at any time prior to the Maturity
Date of the Notes, then each Holder shall have the right, at such Holder’s
option, to require the Issuer to purchase all of such Holder’s Notes, or any
portion thereof in principal amount that is equal to $1,000 or an integral
multiple thereof, on a date specified by the Issuer that is not less than 25
Business Days nor more than 30 Business Days after the Fundamental Change of
Control, subject to extension to comply with applicable law (the “Fundamental Change of Control
Purchase Date”), at a purchase price in cash equal to 100% of the
principal amount thereof, together with accrued and unpaid interest thereon to,
but excluding, the Fundamental Change of Control Purchase Date (the “Fundamental Change of Control
Purchase Price”), subject to the satisfaction by the Holder of the
requirements set forth in Section 3.01(c); provided, however, if the
Fundamental Change of Control Purchase Date occurs after a Record Date and on or
prior to the Interest Payment Date to which it relates, the Issuer will pay
accrued and unpaid interest to the Holder of record as of the corresponding
Record Date and the Fundamental Change of Control Purchase Price payable to the
Holder of such Note will be 100% of the principal amount of such
Note.

       

      (b)           Delivery of Fundamental Change of
Control Issuer Notice. On or before the 5th calendar day after the
occurrence of a Fundamental Change of Control, the Issuer shall deliver or cause
to be delivered to all Holders of record of the Notes as of such date at their
addresses shown in the register for the Notes a notice as set forth in
Section 3.02 (the “Fundamental Change of
Control Issuer Notice”) with respect
to such Fundamental Change of Control.  The Issuer shall also deliver
a copy of the Fundamental Change of Control Issuer Notice to the Trustee, the
Conversion Agent and the Paying Agent at such time as it is mailed to Holders of
Notes.  Simultaneously with providing such Fundamental Change of
Control Issuer Notice, the Issuer shall publicly announce the relevant
information through a reputable national newswire in the United States, file
such press release with the SEC on Form 8-K and make such information available
on the Issuer’s website.

       

      No
failure of the Issuer to give the foregoing notices and no defect therein shall
limit any Holder’s purchase rights or affect the validity of the proceedings for
the purchase of the Notes pursuant to this Section 3.01.

       

      (c)           Delivery of Fundamental
Change of Control Purchase Notice By Holders. For Notes to be purchased
at the option of the Holder, the Holder must deliver to the Paying Agent, at any
time after the occurrence of the Fundamental Change of Control and prior to
Close of Business, on the Business Day immediately preceding the Fundamental
Change of Control Purchase Date,

       

      (i)           A
duly completed notice (the “Fundamental Change of Control
Purchase Notice”) in the form set forth on Exhibit I
hereto, which must specify:

       

      (1)           If
the Notes are Physical Notes, the certificate numbers of the Holder’s Notes to
be delivered for purchase or if such Notes are not Physical Notes, the Holder’s
notice must comply with the appropriate procedures of the Depositary and its
direct and indirect participants;

       

      (2)           The
portion of the principal amount of the Holder’s Notes to be purchased, which
must be $1,000 or an integral multiple thereof; and


      
        
          
          

           


        

        
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      (3)           That
the Holder’s Notes are to be purchased by the Issuer pursuant to the applicable
provisions of the Notes and this Indenture.

       

      (4)           Delivery
or book-entry transfer of the Notes to the Trustee (or other Paying Agent
appointed by the Issuer) at any time after delivery of the Fundamental Change of
Control Purchase Notice (together with all necessary endorsements) at the
applicable Corporate Trust Office of the Trustee (or other Paying Agent
appointed by the Issuer), such delivery being a condition to receipt by the
Holder of the Fundamental Change of Control Purchase Price therefor; provided, that such
Fundamental Change of Control Purchase Price shall be so paid pursuant to this
Section 3.01 only if the Notes so delivered to the Trustee (or other Paying
Agent appointed by the Issuer) shall conform in all respects to the description
thereof in the related Fundamental Change of Control Purchase Notice and no
written notice of withdrawal in accordance and complying with Section 3.03
shall have been received by the Paying Agent at any time prior to the Close of
Business on the Business Day immediately preceding the Fundamental Change of
Control Purchase Date.

       

      All
questions as to the validity, eligibility (including time of receipt) and
acceptance of Notes for purchase shall be determined by the Issuer, whose
determination shall be final and binding absent manifest error.  The
Issuer shall purchase from the Holder thereof, pursuant to this
Section 3.01, a portion of a Note, if the principal amount of such portion
is $1,000 or an integral multiple thereof. Provisions of this Indenture that
apply to the purchase of all of a Note shall apply to the purchase of such
portion of such Note.  The Paying Agent shall promptly notify the
Issuer of the receipt by it of any Fundamental Change of Control Purchase Notice
or written notice of withdrawal thereof.

       

      (d)           No Payment During Events of
Default.  Notwithstanding the foregoing, no Notes may be
purchased by the Issuer at the option of the Holders pursuant to this
Section 3.01 if an Event of Default has occurred and is continuing other
than an Event of Default that is cured by the payment of the Fundamental Change
of Control Purchase Price on the Fundamental Change of Control Purchase
Date.

       

      Any
purchase by the Issuer contemplated pursuant to the provisions of this
Section 3.01 shall be consummated by the delivery to the Trustee of the
consideration to be received by the Holder promptly following the later of the
Fundamental Change of Control Purchase Date or the time of the book-entry
transfer or delivery of the Notes.

       

      
        	
                SECTION 3.02.

              	
                Fundamental Change of
      Control Issuer Notice.

              


      

       

      (a)           The Fundamental Change of
Control Issuer Notice.  The Fundamental Change of Control
Issuer Notice shall:

       

      (i)           State
the Fundamental Change of Control Purchase Price including the amount of
interest accrued and unpaid per $1,000 principal amount of Notes to, but
excluding, the Fundamental Change of Control Purchase Date and the Fundamental
Change of Control Purchase Date to which the Fundamental Change of Control
Issuer Notice relates;


      
        
           


        

        
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      (ii)          State
the event constituting the Fundamental Change of Control and the Effective Date
of the Fundamental Change of Control;

       

      (iii)         State
whether the Fundamental Change of Control Purchase Price will be paid in
cash;

       

      (iv)         State
that Holders must exercise their right to elect purchase prior to Close of
Business on the Business Day immediately preceding the Fundamental Change of
Control Purchase Date by sending a Fundamental Change of Control Purchase Notice
to the Paying Agent;

       

      (v)          State
the name and address of the Paying Agent;

       

      (vi)         State
that Notes must be surrendered to the Paying Agent to collect the Fundamental
Change of Control Purchase Price;

       

      (vii)        State
that a Holder may withdraw its Fundamental Change of Control Purchase Notice in
whole or in part at any time prior to Close of Business on the Business Day
immediately preceding the Fundamental Change of Control Purchase Date by
delivering a valid written notice of withdrawal in accordance with
Section 3.03;

       

      (viii)       State
that the Notes are then convertible, the Conversion Rate and any adjustments to
the Conversion Rate resulting from the Fundamental Change of Control transaction
(pursuant to Section 3.01) and expected changes in cash, shares or other
property deliverable upon conversion of the Notes as a result of the occurrence
of the Fundamental Change of Control;

       

      (ix)         
State that if Notes are converted in connection with a Fundamental Change of
Control (rather than repurchased) a Holder shall be entitled to receive
Additional Shares and a Make Whole Payment (as defined in Section 5.07(b)
and Section 5.07(f));

       

      (x)           State
the number of Additional Shares and Make Whole Payment that would be payable as
a result of such Fundamental Change of Control transaction, if any, if the Notes
are converted in connection with such Fundamental Change of  Control
(rather than repurchased);

       

      (xi)         State
that for Notes to be converted in connection with a Fundamental Change of
Control, Notes must be converted at any time on or after the Effective Date of
the Fundamental Change of Control but prior to the Close of Business on the
Fundamental Change of Control Purchase Date;

       

      (xii)        State
that Notes as to which a Fundamental Change of Control Purchase Notice has been
given by a Holder may be converted and the Additional Shares and Make Whole
Payment received only if a Fundamental Change of Control Purchase Notice is not
given or is withdrawn in accordance with the terms of this Indenture;
and

       

      (xiii)       State
the CUSIP number of the Notes.


      
        
           


        

        
          -55-

          
            

          

        

        
           


        

      


      (b)           Other
Matters.  A Fundamental Change of Control Issuer Notice may be
given by the Issuer or, at the Issuer’s request, the Trustee shall give such
Fundamental Change of Control Issuer Notice in the Issuer’s name and at the
Issuer’s expense; provided, that the text of
the Fundamental Change of Control Issuer Notice shall be prepared by the
Issuer.

       

      The
Issuer will, to the extent required, (i) comply with the provisions of
Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other
tender offer rules under the Exchange Act that may be applicable at the time of
the purchase of the Notes, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act and
(iii) otherwise comply with all federal and state securities laws so as to
permit the rights and obligations under Section 3.01 to be exercised in the
time and in the manner specified in Section 3.01.

       

      Notwithstanding
the foregoing, the Issuer will not be required to make an offer to purchase the
Notes pursuant to this Article Three after the Maturity Date or after the
Conversion Termination Date.

       

      No
failure of the Issuer to give the foregoing notices and no defect therein shall
limit any Holder’s purchase rights or affect the validity of the proceedings for
the purchase of Notes pursuant to this Section 3.02.

       

      
        	
                SECTION 3.03.

              	
                Effect of Fundamental
      Change of Control Purchase Notice;
  Withdrawal.

              


      

       

      (a)           Right to Receive Fundamental
Change of Control Purchase Price.  Upon receipt by the Paying
Agent of the Fundamental Change of Control Purchase Notice specified in
Section 3.01(c), the Holder of the Notes in respect of which such
Fundamental Change of Control Purchase Notice was given shall (unless such
Fundamental Change of Control Purchase Notice is validly withdrawn in accordance
with Section 3.03(b)) thereafter be entitled to receive solely the
Fundamental Change of Control Purchase Price with respect to such
Notes.  Such Fundamental Change of Control Purchase Price shall be
paid to such Holder, subject to receipt of funds and/or the Notes by the Paying
Agent, promptly following the later of (x) the Fundamental Change of
Control Purchase Date with respect to such Notes (provided the Holder has
satisfied the conditions in Section 3.01(a)) and (y) the time of
book-entry transfer or delivery of such Notes to the Paying Agent by the Holder
thereof in the manner required by Section 3.01.  The Notes in
respect of which a Fundamental Change of Control Purchase Notice has been given
by the Holder thereof may not be converted pursuant to Article Five hereof
on or after the date of delivery of such Fundamental Change of Control Purchase
Notice unless such Fundamental Change of Control Purchase Notice has first been
validly withdrawn pursuant to Section 3.03(b).

       

      (b)           Withdrawal of Fundamental
Change of Control Purchase Notice.  A Fundamental Change of
Control Purchase Notice may be withdrawn (in whole or in part) by means of a
written notice of withdrawal delivered to the Paying Agent at any time prior to
Close of Business time on the Business Day immediately preceding the Fundamental
Change of Control Purchase Date, specifying:


      
        
           


        

        
          -56-

          
            

          

        

        
           


        

      


      (i)           If
the Notes are Physical Notes, the certificate numbers of the withdrawn Notes, or
if such Notes are not Physical Notes, the notice must comply with appropriate
procedures of the Depositary and its direct and indirect
participants;

       

      (ii)          The
principal amount of the Notes with respect to which notice of withdrawal is
being submitted, which must be $1,000 or integral multiples thereof;
and

       

      (iii)         The
principal amount, if any, of such Notes which remains subject to the original
Fundamental Change of Control Purchase Notice and which has been or will be
delivered for purchase by the Issuer, which must be $1,000 or integral multiples
thereof.

       

      If a
Fundamental Change of Control Purchase Notice is properly withdrawn, the Issuer
shall not be obligated to purchase the Notes  listed on the
Fundamental Change of Control Purchase Notice nor pay the Fundamental Change of
Control Purchase Price therefor.

       

      
        	
                SECTION 3.04.

              	
                Deposit of Fundamental
      Change of Control Purchase
Price.

              


      

       

      (a)           Deposit of
Funds.  No later than 11:00 a.m. New York City time
on the Fundamental Change of Control Purchase Date, the Issuer shall deposit
with the Paying Agent (or, if the Issuer or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided herein) an amount in cash (in immediately available funds if
deposited on such Fundamental Change of Control Purchase Date) sufficient to pay
the Fundamental Change of Control Purchase Price, of all the Notes or portions
thereof that are to be purchased as of the Fundamental Change of Control
Purchase Date.  The Issuer shall promptly notify the Trustee in
writing of the amount of any deposits of cash made pursuant to this
Section 3.04.  The Issuer shall be entitled to make any deposit
of funds contemplated by this Section 3.04 under arrangements designed to
permit such funds to generate interest or other income for the Issuer, and the
Issuer shall be entitled to receive all interest and other income earned by any
funds while such funds shall be deposited as contemplated by this
Article Three, provided, that the Issuer
shall maintain on deposit funds sufficient to satisfy all payments which the
deposit arrangement shall have been established to satisfy.

       

      (b)           Interest shall cease to
Accrue.  If on the Fundamental Change of Control Purchase Date
the Paying Agent holds funds sufficient to pay the Fundamental Change of Control
Purchase Price of the Notes that Holders have elected to require the Issuer to
purchase in accordance with Section 3.01(a), then, as of the Fundamental
Change of Control Purchase Date, (i) such Notes will cease to be
outstanding and interest will cease to accrue thereon and (ii) all other
rights of the Holder in respect thereof will terminate (other than the right to
receive the Fundamental Change of Control Purchase Price and previously accrued
and unpaid interest upon delivery or transfer of such Notes).  This
will be the case whether or not book-entry transfer of the Notes has been made
or the Notes have been delivered to the Paying Agent.


      
        
           


        

        
          -57-

          
            

          

        

        
           


        

      


      
        	
                SECTION 3.05.

              	
                Notes Purchased in
      Whole or in Part; Repayment to the
  Issuer.

              


      

       

      (a)           Notes Purchased in Whole or
in Part.  Any Note that is to be purchased, whether in whole or
in part, shall be surrendered at the office of the Paying Agent (with, if the
Issuer or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder thereof or such Holder’s attorney duly authorized in writing) and the
Issuer shall execute and the Trustee shall authenticate and deliver to the
Holder of such Note, without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Note so surrendered which is not purchased; provided, that in no event
shall a Note of a principal amount of $1,000 or less be redeemed in
part.

       

      (b)           Repayment to the
Issuer.  The Paying Agent shall return to the Issuer any cash
that remains unclaimed, together with interest, if any, thereon, held by it for
the payment of the Fundamental Change of Control Purchase Price; provided, that to the extent
that the aggregate amount of cash deposited by the Issuer pursuant to
Section 3.04 exceeds the aggregate Fundamental Change of Control Purchase
Price of the Notes or portions thereof which the Issuer is obligated to purchase
as of the Fundamental Change of Control Purchase Date, then as soon as
practicable following the Fundamental Change of Control Purchase Date, the
Paying Agent shall return any such excess to the Issuer.

       

      ARTICLE FOUR

       

      REDEMPTION

       

      
        	
                SECTION 4.01.

              	
                Redemption at the
      Option of the Issuer.

              


      

       

      (a)           Redemption at the Option of
the Issuer Following Conversion Termination Date.  Notes may
not be redeemed by the Issuer in whole or in part at any time, except as
provided in this Article Four.  On or after the Conversion
Termination Date, the Issuer may, at its option, redeem outstanding Notes, in
whole or in part, out of funds legally available therefor, at any time or from
time to time, subject to the notice provisions and provisions for partial
redemption described below, at a price (the “Redemption Price”) equal to
100% of  the principal amount thereof, plus accrued and unpaid
interest, if any, to, but excluding, the Conversion Termination Date, plus, the
Cash Conversion Amount, if any, in respect of the Notes to be redeemed; provided, that Notes subject
to redemption under this Article Four shall not include any Notes specified
for conversion pursuant to an Election Notice as described in
Section 5.08(c).  Subject to the Conversion Cap and
Section 4.02, the Issuer may elect to pay the Cash Conversion Amount, in
whole or in part, in shares of its Common Stock.

       

      (b)           Notice of
Redemption.  In case the Issuer shall desire to exercise the
right to redeem the Notes pursuant to this Section 4.01, it shall fix a
date for redemption, and it, or at its request (which request must be delivered
to the Trustee at least ten (10) Business Days prior to the date the
Trustee is requested to give notice as described below unless a shorter period
is agreed to by the Trustee) the Trustee in the name of and at the expense of
the Issuer, shall mail or cause to be mailed a notice of such redemption at
least fifteen (15) and not more than forty-five (45) days prior to the
Redemption Date to the Holders of the Notes to be redeemed.  In any
case, failure to give notice to a Holder or any defect in the notice to the
Holder of any Notes designated for redemption shall not affect the validity of
the proceedings for the redemption of any other Note.


      
        
           


        

        
          -58-

          
            

          

        

        
           


        

      


      In
addition to any information required by law, each such notice of redemption
shall specify the following:

       

      (i)           The
principal amount of Notes to be redeemed,

       

      (ii)          The
date fixed for redemption;

       

      (iii)         The
Redemption Price at which such Notes are to be redeemed (including the Cash
Conversion Amount);

       

      (iv)         The
place or places of payment, and that payment will be made upon presentation and
surrender of the physical certificate or certificates representing such
Notes;

       

      (v)          That
the Redemption Price, will be paid as specified in said notice and whether the
Cash Conversion Amount will be paid in cash or in shares of Common Stock or a
combination of cash and shares of Common Stock, and if payable all or in part in
Common Stock, the method of calculating the amount of Common Stock to be
delivered on the applicable payment date;

       

      (vi)         That
interest on such Notes ceased to accrue as of the Conversion Termination Date in
accordance with this Indenture, and

       

      (vii)        The
right to convert such Notes  expired on the Conversion Termination
Date in accordance with this Indenture.

       

      On or
prior to the date fixed for redemption specified in the notice of redemption
given as provided in this Section 4.01(b), the Issuer will deposit with a
bank or trust company having an office or agency in the Borough of Manhattan,
The City of New York and having a combined capital and surplus of at least
$50,000,000 (the “Deposit Bank”) an amount in
cash sufficient to redeem on the date fixed for redemption all the Notes so
called for redemption at the appropriate Redemption Price, together with the
Cash Conversion Amount, if any; provided, that if such
payment is made on the date fixed for redemption it must be received by the
Deposit Bank by 11:00 a.m. New York City time, on such
date.  The Issuer shall be entitled to make any deposit of funds
contemplated by this Section 4.01 under arrangements designed to permit
such funds to generate interest or other income for the Issuer, and the Issuer
shall be entitled to receive all interest and other income earned by any funds
while such funds shall be deposited as contemplated by this Article Four,
provided, that the
Issuer shall maintain on deposit funds sufficient to satisfy all payments which
the deposit arrangement shall have been established to satisfy. If the
conditions precedent to the disbursement of any funds deposited by the Issuer
pursuant to this Article Four shall not have been satisfied within two
years after the establishment of such funds, then (i) such funds shall be
returned to the Issuer upon its request, (ii) after such return, such funds
shall be free of any trust which shall have been impressed upon them,
(iii) the person entitled to the payment for which such funds shall have
been originally intended shall have the right to look only to the Issuer for
such payment, subject to applicable escheat laws, and (iv) the trustee
which shall have held such funds shall be relieved of any responsibility for
such funds upon the return of such funds to the Issuer.


      
        
           


        

        
          -59-

          
            

          

        

        
           


        

      


      If fewer
than all the outstanding Notes are to be redeemed, Notes to be redeemed shall be
selected by the Issuer from outstanding Notes not previously called for
redemption by lot or pro rata (as near as may be) or by any other equitable
method determined by the Issuer in its sole discretion.

       

      (c)           Payment of Redemption
Price.  If notice of redemption has been given as above provided, on and after the
date fixed for redemption (unless the Issuer shall default in the payment of the
Redemption Price, together with the Cash Conversion Amount), such Notes shall be
deemed no longer outstanding and the Holders thereof shall have no right in
respect of such Notes except the right to receive the Redemption Price thereof
and the Cash Conversion Amount, if any.

       

      If fewer
than all Notes represented by any certificate are redeemed, a new certificate
shall be issued representing the unredeemed Notes without cost to the Holder
thereof.

       

      
        	
                SECTION 4.02.

              	
                Payment of Cash
      Conversion Amount in Shares of Common
      Stock.

              


      

       

      Subject
to the Conversion Cap, the Issuer may elect to pay the Cash Conversion Amount by
delivery of shares of its Common Stock if and only if the conditions of
Section 5.08(f) have been satisfied.

       

      
        	
                SECTION 4.03.

              	
                No other Redemption
      Rights.

              


      

       

      No
sinking fund, mandatory redemption or other similar provision shall apply to the
Notes.

       

      ARTICLE FIVE

       

      CONVERSION

       

      
        	
                SECTION 5.01.

              	
                Right to
      Convert.

              


      

       

      (a)           Conversion.  Subject
to and upon compliance with the provisions of this Indenture, each Holder shall
have the right, at such Holder’s option, at any time to convert the principal
amount of its Notes, or any portion of such principal amount which is $1,000 or
an integral multiple thereof, into shares of Common Stock; provided, that a Holder’s
right to convert Notes shall terminate upon the occurrence of a Conversion Event
as provided in Section 5.08.

       

      Notwithstanding
the foregoing, if a Holder of Notes has submitted Notes for purchase under
Article Three, the Holder may convert such Notes only if the Holder first
withdraws its Fundamental Change of Control Purchase Notice pursuant to
Section 3.03(b).

       

      (b)           Conversion in Whole or in
Part.  Provisions of this Indenture that apply to conversion of
all of a Note also apply to conversion of a portion of a Note.


      
        
           


        

        
          -60-

          
            

          

        

        
           


        

      


      
        	
                SECTION 5.02.

              	
                Conversion
      Procedure.

              


      

       

      (a)           Conversion
Notice.  Each Note shall be convertible at the office of the
Conversion Agent.  In order to exercise the conversion right with
respect to any interest in Global Notes, the Holder must complete the
appropriate instruction form for conversion pursuant to the Depositary’s
book-entry conversion program, furnish appropriate endorsements and transfer
documents if required by the Issuer or the Trustee or Conversion Agent and any
transfer taxes if required pursuant to Section 5.09. In order to exercise
the conversion right with respect to any Physical Notes, the Holder of any such
Notes to be converted, in whole or in part, shall:

       

      (i)           Complete
and manually sign the conversion notice provided on the back of the Note (the
“Conversion Notice”) or
facsimile of the Conversion Notice;

       

      (ii)          Deliver
such notice, which is irrevocable, and the Note to a Conversion
Agent;

       

      (iii)         If
required, furnish appropriate endorsements and transfer documents;
and

       

      (iv)         If
required, pay any transfer or similar tax.

       

      The date
on which the Holder satisfies all of the applicable requirements set forth above
is the “Conversion Date.”

       

      (b)           Conversion Payment
Date.  As soon as practicable, but in any event within five (5)
Business Days, or ten (10) Business Days in the case of the application of the
Conversion Cap calculation pursuant to Section 5.13, immediately following
the Conversion Date (the “Conversion Payment Date”), the
Issuer shall issue and shall deliver to Holder at the office of the Conversion
Agent, a certificate or certificates for the number of full shares of Common
Stock issuable in respect of such conversion in accordance with the provisions
of this Article Five including payment of the Accrued Interest in
accordance with Section 5.03. In case any Notes of a denomination greater
than $1,000 shall be surrendered for partial conversion, the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of the
Notes so surrendered, without charge to such Holder, new Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Notes.

       

      Each
conversion shall be deemed to have been effected as to any such Notes (or
portion thereof) on the date on which the requirements set forth above in
Section 5.02(a) have been satisfied as to such Notes (or portion thereof);
provided, however, that
the person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become as
of the relevant Conversion Date the Holder of record of the shares of Common
Stock represented thereby; provided, further, that in case of any
such surrender on any date when the share transfer books of the Issuer shall be
closed, the Person or Persons in whose name the certificate or certificates for
such shares are to be issued shall be deemed to have become the record Holder
thereof for all purposes on the next day on which such share transfer books are
open, but such conversion shall be at the Conversion Rate in effect on the date
upon which such Notes shall be surrendered.  All shares of Common
Stock delivered upon conversion of the Notes will, upon delivery, be duly
authorized, validly issued and fully paid and non assessable, free and clear of
all Liens and not subject to any preemptive rights.


      
        
           


        

        
          -61-

          
            

          

        

        
           


        

      


      (c)           Trustee.  Upon
the conversion of an interest in Global Notes, the Trustee (or other Conversion
Agent appointed by the Issuer) shall make a notation on such Global Notes as to
the reduction in the principal amount represented thereby. The Issuer shall
notify the Trustee in writing of any conversions of Notes effected through any
Conversion Agent other than the Trustee.

       

      (d)           Legend.  Each
share certificate representing shares of Common Stock issued upon conversion of
the Notes that are Restricted Notes shall bear the legend in substantially the
form of Exhibit G
hereto.

       

      
        	
                SECTION 5.03.

              	
                Settlement upon
      Conversion.

              


      

       

      (a)           Number of
Shares.  With respect to any conversion of Notes, the Issuer
shall, subject to the provisions of this Article Five, deliver to
converting Holders, in respect of each $1,000 principal amount of Notes being
converted, a number of shares of Common Stock equal to the then Conversion
Rate.

       

      (b)           Payment of Accrued
Interest.  Upon conversion, on the Conversion Payment Date,
Holders shall receive separate cash payment for accrued and unpaid interest to,
but excluding, the applicable Conversion Date (the “Accrued Interest”), unless
such conversion occurs between a Record Date and the Interest Payment Date to
which it relates, in which case the following shall apply.  If Notes
are converted after the Close of Business on a Record Date for the payment of
interest but prior to the Open of Business on the related Interest Payment Date,
Holders of such Notes at the Close of Business on such Record Date will receive
in cash the interest payable on such Notes on the corresponding Interest Payment
Date notwithstanding the conversion.

       

      (c)           Payment of Accrued Interest
in Shares of Common Stock.  The Issuer may elect to pay the
Accrued Interest to any Holder by delivery of shares of its Common Stock if and
only if the following conditions have been satisfied:

       

      (i)           The
shares of Common Stock deliverable in payment of the Accrued Interest shall have
a fair market value as of the Conversion Date of not less than the Accrued
Interest;

       

      For
purposes of this Section 5.03(c), the fair market value of shares of Common
Stock shall be determined by the Issuer and shall be equal to 95% of the average
of the 10-day VWAP of the Common Stock for the 10 consecutive Trading Days
immediately preceding the Conversion Date.  The Issuer shall provide
such Holder written notice prior to the Conversion Payment Date that it will pay
all or a portion of the Accrued Interest in shares of Common Stock.

       

      (ii)          Payment
of the Accrued Interest may not be made in Common Stock unless such stock is, or
shall have been, approved for listing on the United States national securities
exchange on which the Issuer’s Common Stock may then be listed prior to the
Conversion Payment Date; provided that the foregoing
restriction shall not apply if the Issuer’s Common Stock is not then so listed
on a United States national securities exchange;


      
        
           


        

        
          -62-

          
            

          

        

        
           


        

      


      (iii)         All
shares of Common Stock which may be issued will be issued out of the Issuer’s
authorized but unissued Common Stock and, will upon issue, be duly and validly
issued and fully paid and non-assessable free of any preemptive rights;
and

       

      (iv)         Payment
of the Accrued Interest may not be made in Common Stock to any Person to the
extent such payment would cause such Person to become a “beneficial owner” (as
determined pursuant to Section 13 of the Exchange Act) of securities of the
Issuer in excess of the Conversion Cap as provided in Section 5.13; provided, that the foregoing
shall not prevent the Issuer from making a payment in Common Stock to any other
Person.

       

      If all
the conditions set forth above are not satisfied, the Accrued Interest shall be
paid by the Issuer only in cash.

       

      (d)           No Fractional
Shares.  The Issuer shall not issue fractional shares upon
conversion of Notes.  If multiple Notes shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall
be issuable upon conversion (and the number of fractional shares, if any, for
which cash shall be delivered) shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered.  If any fractional share would be
issuable upon the conversion of any Notes, the Issuer shall make payment an
amount in cash for the current market value of the fractional
shares.  The current market value of a fractional share shall be
determined (calculated to the nearest 1/1000th of a share) by multiplying the
Last Reported Sale Price of the Common Stock on the relevant Conversion Date by
such fractional share and rounding the product to the nearest whole
cent.  The Issuer shall not issue fractional shares upon payment of
Accrued Interest.  If any fractional share would be issuable upon such
payment, the Issuer shall make payment in an amount of such fractional share in
cash.

       

      (e)           Satisfaction of
Conversion.  By delivery to the Holder of the full number of
shares of Common Stock, together with any cash payment for fractional shares,
issuable upon conversion, and amounts equal to the Accrued Interest, whether
paid in cash or in shares of Common Stock in accordance with
Section 5.03(c), the Issuer will be deemed to satisfy in full its
obligation to pay the principal amount of the Notes and all accrued and unpaid
interest to, but not including, the Conversion Date.

       

      
        	
                SECTION 5.04.

              	
                Adjustment of
      Conversion Rate.

              


      

       

      The
Conversion Rate shall be adjusted from time to time by the Issuer as
follows:

       

      (a)           Dividends and
Distributions.  In case the Issuer shall, at any time or from
time to time while any of the Notes are outstanding, pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, in each case, to
all or substantially all holders of Common Stock, the Conversion Rate will be
adjusted based on the following formula:


      
        
           


        

        
          -63-

          
            

          

        

        
           


        

      


      CR1 = CR0 x OS1 / OS0

       

      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
preceding the Ex-Dividend Date for such dividend or distribution;

       

      CR1 = the
Conversion Rate in effect immediately after the Open of Business on the
Ex-Dividend Date for such dividend or distribution;

       

      OS0 = the
number of shares of Common Stock outstanding at Close of Business on the Trading
Day immediately preceding the Ex-Dividend Date for such dividend or
distribution; and

       

      OS1 = the
number of shares of Common Stock that would be outstanding immediately after the
Open of Business on the Ex-Dividend Date and solely as a result of and giving
effect to such dividend or distribution.

       

      Any
adjustment made pursuant to this Section 5.04(a) shall become effective
immediately prior to Open of Business on the Ex-Dividend Date for such dividend
or distribution. If any dividend or distribution that is the subject of this
Section 5.04(a) is declared but not so paid or made, the Conversion Rate
shall be readjusted, effective as of the date the Issuer publicly announces its
decision not to make such dividend or distribution, to the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.
For purposes of this Section 5.04(a), the number of shares of Common Stock
outstanding at Close of Business on the Trading Day immediately preceding the
Ex-Dividend Date for such dividend or distribution shall not include shares of
Common Stock held in treasury. The Issuer will not pay any dividend or make any
distribution on Common Stock held in treasury.

       

      (b)           Subdivisions and
Combinations.  In case outstanding shares of Common Stock shall
be subdivided into a greater number of shares of Common Stock or combined into a
smaller number of shares of Common Stock (in each case, other than in connection
with a Fundamental Change of Control), the Conversion Rate will be adjusted
based on the following formula:

       

      CR1 = CR0 x OS1 / OS0

       

      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
preceding the effective date of such subdivision or combination;

       

      CR1 = the
Conversion Rate in effect immediately after the Open of Business on the
effective date of such subdivision or combination;


      
        
           


        

        
          -64-

          
            

          

        

        
           


        

      


      OS0 = the
number of shares of Common Stock outstanding at Close of Business on the Trading
Day immediately preceding the effective date of such subdivision or combination;
and

       

      OS1 = the
number of shares of Common Stock that would be outstanding immediately after the
Open of Business on the effective date of such subdivision or combination, and
solely as a result of and giving effect to, such subdivision or
combination.

       

      Any
adjustment made pursuant to this Section 5.04(b) shall become effective
immediately prior to Open of Business on the effective date of such subdivision
or combination.  If any subdivision or combination that is the subject
of this Section 5.04(b) is declared but not so made, the Conversion Rate
shall be readjusted, effective as of the date the Issuer publicly announces its
decision not to effect such subdivision or combination to the Conversion Rate
that would then be in effect if such subdivision or combination had not been
declared.  For purposes of this Section 5.04(b), the number of
shares of Common Stock outstanding at Close of Business on the Trading Day
immediately preceding the effective date of such subdivision or combination for
such subdivision or combination shall not include shares of Common Stock held in
treasury.

       

      (c)           Rights, Warrants or
Options.  In case the Issuer shall issue rights (other than
rights issued pursuant to a stockholder rights plan, and then in accordance with
Section 5.04(n)), warrants or options to all or substantially all holders
of Common Stock entitling them to purchase, for a period expiring within 60
calendar days of the date of issuance, Common Stock at an aggregate price per
share less than the average of the Last Reported Sale Prices of Common Stock
during the 10 consecutive Trading Day period ending on the Trading Day
immediately preceding the time of announcement of the distribution, the
Conversion Rate will be adjusted based on the following formula:

       

      CR1 = CR0 x (OS0 + X)/
(OS0
+Y)

       

      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
preceding the Ex-Dividend Date for such issuance;

       

      CR1 = the
Conversion Rate in effect immediately after the Open of Business on the
Ex-Dividend Date for such issuance;

       

      OS0 = the
number of shares of Common Stock outstanding at Close of Business on the Trading
Day immediately preceding the Ex-Dividend Date for such issuance;

       

      X = the
total number of shares of Common Stock issuable pursuant to such rights,
warrants or options; and

       

      Y = the
number of shares of Common Stock equal to the quotient of (x) the aggregate
price payable to exercise such rights, warrants or options divided by
(y) the average of the Last Reported Sale Prices of Common Stock during the
10 consecutive Trading Day period ending on the Trading Day immediately
preceding the date of announcement of the issuance of such rights, warrants or
options.


      
        
           


        

        
          -65-

          
            

          

        

        
           


        

      


      Any
adjustment made pursuant to this Section 5.04(c) shall become effective
immediately prior to Open of Business on the Ex-Dividend Date for such issuance.
In the event that such rights, warrants or options described in this
Section 5.04(c) are not so issued, the Conversion Rate shall be readjusted,
effective as of the date the Issuer publicly announces its decision not to issue
such rights, warrants or options to the Conversion Rate that would then be in
effect if such issuance had not been declared. To the extent that such rights,
warrants or options are not exercised prior to their expiration or shares of
Common Stock are otherwise not delivered pursuant to such rights, warrants or
options upon the exercise of such rights, warrants or options the Conversion
Rate shall be readjusted to the Conversion Rate that would then be in effect had
the adjustments made upon the issuance of such rights, warrants or options been
made on the basis of the delivery of only the number of shares of Common Stock
actually delivered. In determining the aggregate price payable to exercise such
rights, warrants or options there shall be taken into account any consideration
received by the Issuer for such rights, warrants or options and the value of
such consideration (if other than cash, to be determined in good faith by the
Issuer’s Board of Directors). For purposes of this Section 5.04(c), the
number of shares of Common Stock outstanding at Close of Business on the Trading
Day immediately preceding the Ex-Dividend Date for such issuance shall not
include shares of Common Stock held in treasury. The Issuer will not issue any
rights, warrants or options in respect of shares of Common Stock held in
treasury.

       

      (d)           Other Distributions; Public
Spin-Off.  In case the Issuer shall, by dividend or otherwise,
distribute to all or substantially all holders of its outstanding Common Stock,
evidences of the Issuer’s indebtedness or assets, including securities but
excluding:

       

      (i)           Any
dividends or distributions referred to in Section 5.04(a)
above;

       

      (ii)          Shares
delivered in connection with subdivisions of Common Stock referred to in
Section 5.04(b) above;

       

      (iii)         Any
rights, warrants or options referred to in Section 5.04(c)
above;

       

      (iv)         Any
dividends or distributions referred to in Section 5.04(e) below; and,
or

       

      (v)          Any
Public Spin-Offs to which the provisions set forth below in this
Section 5.04(d) applies;

       

      (any of
the foregoing hereinafter in this Section 5.04(d) called the “Distributed Assets”), the
Conversion Rate will be adjusted based on the following
formula:

       

      CR1 = CR0 x (SP0 / (SP0 –
FMV))


      
        
           


        

        
          -66-

          
            

          

        

        
           


        

      


      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution;

       

      CR1 = the
Conversion Rate in effect on the Ex-Dividend Date for such
distribution;

       

      SP0 = the
average of the Last Reported Sale Prices of Common Stock during the 10
consecutive Trading Day period ending on the Trading Day immediately preceding
the Ex-Dividend Date for such distribution; and

       

      FMV = the
Fair Market Value (as determined in good faith by the Issuer’s Board of
Directors) on the Ex-Dividend Date for such distribution of the Distributed
Assets so distributed, expressed as an amount per share of Common
Stock.

       

      If the
transaction that gives rise to an adjustment pursuant to this
Section 5.04(d) is, however, one pursuant to which the payment of a
dividend or other distribution on Common Stock consists of shares of Capital
Stock of any class or series of, or similar equity interests in, a Subsidiary or
other business unit of the Issuer (i.e., a “spin-off”) that are, or when issued,
will be, traded or listed on The Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange or any other United States national
securities exchange or market (a “Public Spin-Off”), the
Conversion Rate will be adjusted based on the following
formula:

       

      CR1 = CR0 x
(FMV0
+ MP0)
/ MP0

       

      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution;

       

      CR1 = the
Conversion Rate in effect on the Ex-Dividend Date for such
distribution;

       

      FMV0 = the
average of the Last Reported Sale Prices of the Distributed Assets applicable to
one share of Common Stock during the 10 consecutive Trading Day period
commencing on and including the effective date of the Public Spin-Off (the “Public Spin-Off Valuation
Period”); and

       

      MP0 = the
average of the Last Reported Sale Prices of Common Stock during the Public
Spin-Off Valuation Period.


      
        
           


        

        
          -67-

          
            

          

        

        
           


        

      


      Any
adjustment made pursuant to this Section 5.04(d) shall become effective
immediately prior to Open of Business on the 10th Trading
Day from and including the date of the spin-off; provided that in respect of
any conversion within 10 Trading Days following the effective date of a
spin-off, references in this paragraph (d) to 10 Trading Days shall be
deemed replaced with such lesser number of Trading Days as have elapsed between
the effective Date of such spin-off and the Conversion Date with respect to the
applicable Conversion Rate.  If any dividend or distribution of the
type described in this Section 5.04(d) is declared but not so paid or made,
the Conversion Rate shall be immediately readjusted, effective as of the date
the Issuer publicly announces its decision not to pay such dividend or
distribution, to the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.  If an adjustment to
the Conversion Rate is required pursuant to this Section 5.04(d) during any
settlement period in respect of Notes that have been tendered for conversion,
delivery of the related conversion consideration will be delayed to the extent
necessary in order to complete the calculations provided for in this
Section 5.04(d).

       

      Rights,
warrants or options distributed by the Issuer to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of the
Issuer’s Capital Stock (either initially or under certain circumstances), which
rights, warrants or options, until the occurrence of a specified event or events
(“Trigger Event”): (i) are
deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of
shares of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 5.04 (and no adjustment to the Conversion Rate
under this Section 5.04 will be required) until the occurrence of the
earliest Trigger Event, whereupon such rights, warrants or options shall be
deemed to have been distributed and an appropriate adjustment (if any is
required) to the Conversion Rate shall be made under this Section 5.04(d),
except as set forth in Section 5.04(n). If any such rights, warrants or
options are subject to events, upon the occurrence of which such rights,
warrants or options become exercisable to purchase different securities,
evidences of indebtedness or other assets, then the date of the occurrence of
any and each such event shall be deemed to be the date of distribution and
Trigger Date with respect to new rights, warrants or options with such rights
(and a termination or expiration of the existing rights, warrants or options
without exercise by any of the holders thereof), except as set forth in
Section 5.04(n). In addition, except as set forth in Section 5.04(n),
in the event of any distribution (or deemed distribution) of rights, warrants or
options, or any Trigger Event or other event (of the type described in the
preceding sentence) with respect thereto that was counted for purpose of
calculating a distribution amount for which an adjustment to the Conversion Rate
under this Section 5.04 was made (including any adjustment contemplated by
Section 5.04(n)), (1) in the case of any such rights, warrants or
options that shall all have been redeemed or repurchased without exercise by any
holders thereof, the Conversion Rate shall be readjusted upon such final
redemption or repurchase to give effect to such distribution or Trigger Event,
as the case may be, as though it were a cash distribution, equal to the per
share redemption or repurchase price received by a holder or holders of Common
Stock with respect to such rights, warrants or options (assuming such holder had
retained such rights, warrants or options), made to all holders of Common Stock
as of the date of such redemption or repurchase, and (2) in the case of
such rights, warrants or options that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights, warrants or options had not been issued.

       

      No
adjustment to the Conversion Rate shall be made pursuant to this
Section 5.04(d) in respect of rights, warrants or options distributed or
deemed distributed on any Trigger Event to the extent that such rights, warrants
or options are actually distributed or reserved by the Issuer for distribution
to Holders of Notes upon conversion by such Holders of Notes to Common
Stock.


      
        
           


        

        
          -68-

          
            

          

        

        
           


        

      


      (e)           Cash
Distributions.  In case the Issuer shall pay a dividend or
otherwise distribute to all or substantially all holders of its Common Stock a
dividend or other distribution of exclusively cash excluding any dividend
or distribution in connection with the liquidation, dissolution or winding up of
the Issuer, whether voluntary or involuntary, the Conversion Rate will be
adjusted based on the following formula:

       

      CR1 = CR0 x (SP0 / (SP0 –
C))

       

      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution;

       

      CR1 = the
Conversion Rate in effect immediately after the Open of Business on the
Ex-Dividend Date for such distribution;

       

      SP0 = the
average of the Last Reported Sale Prices of Common Stock during the 10
consecutive Trading Day period ending on the Trading Day immediately preceding
the Ex-Dividend Date for such distribution; and

       

      C = the
amount in cash per share of Common Stock the Issuer distributes to holders of
Common Stock.

       

      Any
adjustment made pursuant to this Section 5.04(e) shall become effective
immediately prior to Open of Business on the Ex-Dividend Date for such dividend
or distribution. If any dividend or distribution of the type described in this
Section 5.04(e) is declared but not so paid or made, the Conversion Rate
shall be immediately readjusted, effective as of the date the Issuer publicly
announces its decision not to pay such dividend or distribution, to the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.

       

      (f)           Tender Offers and Exchange
Offers.  In case of purchases of Common Stock pursuant to a
tender offer or exchange offer made by the Issuer or any Subsidiary of the
Issuer for all or any portion of Common Stock, to the extent that the Fair
Market Value of cash and any other consideration included in the payment per
share of Common Stock exceeds the Last Reported Sale Price of Common Stock on
the Trading Day next succeeding the last date on which tenders or exchanges may
be made pursuant to such tender offer or exchange offer (the “Expiration Date”), as it may
be amended, the Conversion Rate will be adjusted based on the following
formula:

       

      CR1 = CR0 x (AC +
(SP1 x
OS1))
/ (SP1
x OS0)

       

      Where

       

      CR0 = the
Conversion Rate in effect at Close of Business on the Trading Day immediately
following the Expiration Date;


      
        
           


        

        
          -69-

          
            

          

        

        
           


        

      


      CR1 = the
Conversion Rate in effect immediately after the Open of Business on the second
Trading Day immediately following the Expiration Date;

       

      AC = the
Fair Market Value (as determined in good faith by the Issuer’s Board of
Directors), on the Expiration Date, of the aggregate value of all cash and any
other consideration paid or payable for Common Stock validly tendered or
exchanged and not withdrawn as of the Expiration Date;

       

      OS1 = the
number of shares of Common Stock outstanding immediately after the last time
tenders or exchanges may be made pursuant to such tender offer or exchange offer
(the “Expiration Time”) (after
giving effect to such tender or exchange offer);

       

      OS0 = the
number of shares of Common Stock outstanding immediately before the Expiration
Time (prior to giving effect to such tender or exchange offer); and

       

      SP1 = the
average of the Last Reported Sale Prices of Common Stock during the 10
consecutive Trading Day period commencing on, and including, the Trading Day
immediately after the Expiration Date.

       

      Any
adjustment pursuant to this Section 5.04(f) shall become effective
immediately following the Open of Business on the second Trading Day immediately
following the Expiration Date.  If the Issuer or one of its
Subsidiaries is obligated to purchase Common Stock pursuant to any such tender
or exchange offer, but the Issuer or such Subsidiary is permanently prevented by
applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate
that would then be in effect if such tender or exchange offer had not been made.
Except as set forth in the preceding sentence, if the application of this
Section 5.04(f) to any tender offer or exchange offer would result in a
decrease in the Conversion Rate, no adjustment shall be made for such tender
offer or exchange offer under this Section 5.04(f). If an adjustment to the
Conversion Rate is required pursuant to this Section 5.04(f) during any
settlement period in respect of Notes that have been tendered for conversion,
delivery of the related conversion consideration will be delayed to the extent
necessary in order to complete the calculations provided for in this
Section 5.04(f).

       

      (g)           No
Adjustment.  In cases where the Fair Market Value of
Distributed Assets and cash, other than with respect to a Public Spin-Off, as to
which Section 5.04(d) and 5.04(e) apply, applicable to one share of Common
Stock, distributed to holders of Common Stock:

       

      (i)           Equals
or exceeds the average of Last Reported Sale Prices of Common Stock during the
10 consecutive Trading Day period ending on the Trading Day immediately
preceding the Ex-Dividend Date for such distribution, or

       

      (ii)          The
average of the Last Reported Sale Prices of Common Stock during the 10
consecutive Trading Day period ending on the Trading Day immediately preceding
the Ex-Dividend Date for such distribution exceeds the Fair Market Value of such
Distributed Assets or cash so distributed by less than $1.00,


      
        
           


        

        
          -70-

          
            

          

        

        
           


        

      


      rather
than being entitled to an adjustment in the Conversion Rate, the Holder of a
Note will be entitled to receive upon conversion, in addition to Common Stock,
the Distributed Assets or cash, as applicable, that such Holder would have been
entitled to receive if such Holder had been a record holder of Common Stock (on
an as converted basis at the then applicable Conversion Rate) on the Record Date
for determining the stockholders entitled to receive the
distribution.

       

      (h)           Increases to Conversion
Rate.  In addition to those Conversion Rate adjustments
required by Sections 5.04(a), 5.04(b), 5.04(c), 5.04(d), 5.04(e) and 5.04(f), to
the extent permitted by applicable law and subject to the applicable rules of
any stock exchange on which the Issuer’s Common Stock is listed at the relevant
time, the Issuer from time to time may increase the Conversion Rate by a
specified amount for a period of at least 20 Business Days, if the increase is
irrevocable during the period and the Issuer’s Board of Directors shall have
made a determination that such increase would be in the best interest of the
Issuer, which determination shall be conclusive. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Issuer shall mail to Holders
of record of the Notes a notice of increase, which notice will be given at least
15 calendar days prior to the effective date of any such increase, and such
notice shall state the increased Conversion Rate and the period during which it
will be in effect.

       

      To the
extent permitted by applicable law and subject to the applicable rules of any
stock exchange on which the Issuer’s Common Stock is listed at the relevant
time, the Issuer may also (but is not required to) to make such increases to the
Conversion Rate, in addition to those required by Sections 5.04(a), 5.04(b),
5.04(c), 5.04(d), 5.04(e) and 5.04(f), as the Issuer’s Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of
Common Stock resulting from any dividend or distribution of Common Stock (or
rights to acquire Common Stock) or from any event treated as such for income tax
purposes.

       

      The
Issuer shall not take any voluntary action to increase the Conversion Rate of
the Notes pursuant to this Section 5.04(h) without complying, if
applicable, with the shareholder approval rules of any stock exchange on which
the Issuer’s Common Stock is listed at the relevant time.

       

      (i)           Calculations; No Further
Adjustments.  All calculations under this Article Five
shall be made by the Issuer and not by the Trustee or Conversion Agent, and
shall be made to the nearest cent or to the nearest one-ten thousandth
(1/10,000th) of a share of Common Stock, as the case may be.  The
Conversion Rate shall not be adjusted except as specifically set forth in this
Section 5.04.  Without limiting the foregoing, the Conversion
Rate shall not be adjusted for (A) the issuance of any shares of Common
Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on the Issuer’s securities or the investment of
additional optional amounts in shares of Common Stock under any plan;
(B) the issuance of any shares of Common Stock or options or rights to
purchase such shares pursuant to any of the Issuer’s present or future employee,
director, trustee or consultant benefit plans, employee agreements or
arrangements or programs including the Management Incentive Plan; (C) a
change in the par value of Common Stock or (D) the issuance of shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for shares of the Issuer’s Common Stock or rights to purchase shares of Common
Stock or such convertible, exchangeable or exercisable securities or the payment
of cash upon repurchase or redemption thereof, except as otherwise provided in
this Section 5.04.


      
        
           


        

        
          -71-

          
            

          

        

        
           


        

      


      (j)  
         Announcement of
Adjustments.  Whenever the Conversion Rate is adjusted as
herein provided, the Issuer will publicly announce through a reputable national
newswire in the United States the relevant information, file such press release
with the SEC on Form 8-K and make this information available on the Issuer’s
website. In addition, the Issuer shall promptly file with the Trustee and any
Conversion Agent other than the Trustee an Officers’ Certificate setting forth
the Conversion Rate after such adjustment and setting forth a brief statement of
the facts requiring such adjustment. Unless and until a Trust Officer of the
Trustee shall have received such Officers’ Certificate, the Trustee and the
Conversion Agent (provided the Conversion Agent
is not the Issuer) shall not be deemed to have knowledge of any adjustment of
the Conversion Rate and may assume that the last Conversion Rate of which each
had knowledge is still in effect. Promptly after delivery of such certificate,
the Issuer shall prepare a notice of such adjustment of the Conversion Rate
setting forth the adjusted Conversion Rate and the date on which each adjustment
became effective and shall mail such notice of such adjustment of the Conversion
Rate to each Holder of each Note at its last address appearing on the register
of the Holders, within 20 calendar days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

       

      (k)           Calculation of Shares
Outstanding; Treasury Stock.  For purposes of this
Section 5.04, the number of shares of Common Stock at any time outstanding
shall not include shares of Common Stock held in the treasury of the Issuer but
shall include shares of Common Stock issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Issuer will not pay
any dividend or make any distribution on Common Stock held in the treasury of
the Issuer.

       

      (l)
           Participation of Holders in
Distribution.  Notwithstanding any of the foregoing clauses in
this Section 5.04, the applicable Conversion Rate will not be adjusted
pursuant to this Section 5.04 if the Holders of the Notes are permitted to
participate (as a result of holding the Notes and contemporaneously with holders
of Common Stock) in any of the transactions that would otherwise give rise to
adjustment pursuant to this Section 5.04 as if such Holders of the Notes
held a number of shares of Common Stock equal to the applicable Conversion Rate
one Business Day prior to the effective date of the applicable transaction,
multiplied by the principal amount (expressed in thousands) of Notes held by
such Holder, without having to convert their Notes.

       

      (m)          Limitation or
Adjustment.  In no event shall the Conversion Price be reduced
below $0.01, subject to adjustment for share splits and combination and similar
events.

       

      (n)           Rights
Plan.  If the Issuer has in effect a rights plan while any
Notes remain outstanding, Holders of Notes shall receive, upon a conversion of
such Notes, in addition to such shares of Common Stock, rights under the
Issuer’s stockholder rights plan unless, prior to such conversion, the rights
have expired, terminated or been redeemed or unless the rights have separated
from Common Stock.  If the rights provided for in any rights plan that
the Issuer’s Board of Directors may adopt have separated from the Common Stock
in accordance with the provisions of the rights plan so that Holders of Notes
would not be entitled to receive any rights in respect of Common Stock that the
Issuer delivers upon conversion of Notes, the Issuer shall adjust the conversion
rate at the time of separation as if the Issuer had distributed to all holders
of the Issuer’s Common Stock, shares of Capital Stock, evidences of indebtedness
or other assets or property in accordance with Section 5.04(d), subject to
readjustment upon the subsequent expiration, termination or redemption of such
rights.


      
        
           


        

        
          -72-

          
            

          

        

        
           


        

      


      
        	
                SECTION 5.05.

              	
                Effect of
      Reclassification, Consolidation, Merger or
  Sale.

              


      

       

      If any of
the following events occur:

       

      (a)           Any
recapitalization, reclassification or change of the outstanding shares of Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
or

       

      (b)           Any
consolidation, merger or combination of the Issuer with or into another Person,
or any sale, lease, transfer, conveyance or other disposition of all or
substantially all of the Issuer’s assets and those of the Issuer’s Subsidiaries
taken as a whole to any other Person or Persons (other than to one or more of
its subsidiaries), in each case, as a result of which holders of all or
substantially all of the Common Stock receive stock, other securities or other
property or assets (including cash or any combination thereof) with respect to
or in exchange for such Common Stock, the Issuer or the successor or purchasing
corporation, as the case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture, if such supplemental indenture
is then required to so comply) providing that from and after the effective date
of such transaction each such Note shall, without the consent of any Holders of
Notes, become convertible into, in lieu of the Common Stock otherwise
deliverable, the same type (in the same proportion) of the consideration that
the holders of Common Stock received in such reclassification, change,
consolidation, merger, sale, lease, transfer, conveyance or other disposition
(such consideration, the “Reference Property”). In all
cases, the conditions relating to conversion of Notes specified herein
(including in Sections 5.01 and 5.02, in each case, to the extent
applicable, and Section 5.04) (modified as appropriate in the good faith
judgment of the Issuer’s Board of Directors to apply properly to the Reference
Property in lieu of Common Stock), the provisions of Section 5.03 relating
to the Issuer’s satisfaction of the conversion obligation upon conversion of
Notes and the provisions of Section 5.13 relating to the Conversion Cap
shall continue to apply following such transaction.  If such
transaction also constitutes a Fundamental Change of Control, a Holder
converting Notes in connection with such Fundamental Change of Control will be
entitled to receive Additional Shares and the Make Whole Payment in accordance
with Section 5.07 in the Fundamental Change of Control.  If such
transaction causes Common Stock to be converted into the right to receive more
than a single type of consideration (determined based in part upon any form of
stockholder election), the Reference Property shall be deemed to be the kind and
amount of consideration elected to be received by a majority of shares of Common
Stock voted for such an election (if electing between two types of
consideration) or a plurality of shares of Common Stock voted for such an
election (if electing between more than two types of consideration), as the case
may be. The Issuer may not become a party to any such transaction unless its
terms are consistent with the foregoing. Such supplemental indenture shall
provide for adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article Five, as determined in good
faith by the Issuer or successor or purchasing corporation.


      
        
           


        

        
          -73-

          
            

          

        

        
           


        

      


      If, in
the case of any such reclassification, change, consolidation, merger, sale,
lease, transfer, conveyance or other disposition, the stock or other securities
and assets received thereupon by a holder of Common Stock includes shares of
stock or other securities and assets of a corporation other than the successor
or purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, sale, lease, transfer, conveyance or other disposition,
then such supplemental indenture shall also be executed by such other
corporation and shall contain such additional provisions to protect the
interests of the Holders of the Notes as the Issuer’s Board of Directors shall
reasonably consider necessary by reason of the foregoing, including to the
extent practicable the provisions providing for the conversion rights set forth
in this Article Five.

       

      The
Issuer shall cause notice of the execution of such supplemental indenture to be
mailed or delivered to each Holder, at the address of such Holder as it appears
on the register of the Notes maintained by the Registrar, within 20 calendar
days after execution thereof. Simultaneously with providing such notice, the
Issuer shall announce through a reputable national newswire in the United States
the relevant information and make this information available on the Issuer’s
website. Failure to deliver such notice shall not affect the legality or
validity of such supplemental indenture.

       

      The
foregoing provisions of this Section 5.05 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales, leases,
transfers, conveyances or other dispositions.

       

      If this
Section 5.05 applies to any event or occurrence, Section 5.04 shall
not apply.

       

      None of
the foregoing provisions shall affect the right of a Holder of Notes to convert
such Holder’s Notes into shares of Common Stock at any time, subject to
Section 5.08.

       

      
        	
                SECTION 5.06.

              	
                Adjustments of
      Prices.

              


      

       

      Whenever
any provision of this Indenture requires a calculation of the Last Reported Sale
Prices over a span of multiple days, the Issuer will make appropriate
adjustments determined by the Issuer or its agents to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an
adjustment to the Conversion Rate where the Ex-Dividend Date of the event
occurs, at any time during the period from which such prices are to be
calculated.  Such adjustments will be effective as of the effective
date of the adjustment to the Conversion Rate.

       

      
        	
                SECTION 5.07.

              	
                Adjustment Upon
      Fundamental Change of
Control.

              


      

       

      (a)           In
connection with any Fundamental Change of Control, the Issuer shall provide to
the Holders of the Notes and the Trustee the notice in respect of such
Fundamental Change of Control as contemplated by
Section 3.01(a).


      
        
           


        

        
          -74-

          
            

          

        

        
           


        

      


      (b)           If
and only to the extent a Holder converts its Notes in connection with a
Fundamental Change of Control, the Issuer will (i) increase the Conversion
Rate for the Notes so surrendered for conversion by a number of additional
shares of Common Stock (the “Additional Shares”) as
described below and (ii) pay to such Holder the Make Whole Payment (as
defined in Section 5.07(f)).  The Issuer shall use it best
efforts to obtain stockholder approval if necessary in connection with the
issuance of Additional Shares as promptly as practicable.  A
conversion of Notes shall be deemed for these purposes to be “in connection
with” such Fundamental Change of Control if the notice of conversion of the
Notes is received by the Conversion Agent during the period from the Effective
Date of the Fundamental Change of Control to Close of Business on the Business
Day immediately preceding the related Fundamental Change of Control Purchase
Date.

       

      (c)           The
number of Additional Shares, if any, by which the Conversion Rate will be
increased will be determined by reference to the table attached as Schedule I
hereto, based on the date on which the Fundamental Change of Control becomes
effective (the “Effective Date”) and the price
(the “Share Price”) paid (or deemed
paid) per share of Common Stock in the Fundamental Change of Control. If the
Holders of the Common Stock receive only cash in a Fundamental Change of
Control, the Share Price will be the cash amount paid per share of Common Stock.
Otherwise, the Share Price shall be the 10-day VWAP preceding the Effective Date
of such Fundamental Change of Control.

       

      (d)           The
Share Prices set forth in the column headings of the table in Schedule I
hereto shall be adjusted as of any date on which the Conversion Rate of the
Notes is otherwise adjusted. The adjusted Share Prices shall equal the Share
Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Conversion Rate immediately prior to
such adjustment giving rise to the share price adjustment and the denominator of
which is the Conversion Rate as so adjusted. The number of Additional Shares set
forth in such table shall be adjusted in the same manner as the Conversion Rate
as set forth in Section 5.04.

       

      (e)           The
exact Share Prices and Effective Dates may not be set forth in the table in
Schedule I, in
which case:

       

      (i)           If
the Share Price is between two Share Price amounts in the table or the Effective
Date is between two Effective Dates in the table, the number of Additional
Shares by which the Conversion Rate will be increased will be determined by a
straight-line interpolation between the number of Additional Shares set forth
for the higher and lower Share Price amounts and the earlier and later Effective
Dates, as applicable, based on a 365-day year.

       

      (ii)          If
the Share Price is greater than $28.00 per share (subject to adjustment as set
forth in clause (d) of this Section 5.07), no Additional Shares will
be added to the Conversion Rate.

       

      (iii)         If
the Share Price is less than $6.21 per share (subject to adjustment as set forth
in clause (d) of this Section 5.07), no Additional Shares will be
added to the Conversion Rate.


      
        
           


        

        
          -75-

          
            

          

        

        
           


        

      


      Notwithstanding
the foregoing, in no event shall the total number of Additional Shares added to
the Conversion Rate exceed 65.793 per $1,000 principal amount of Notes, subject
to adjustments in the same manner as the Conversion Rate as set forth in
Section 5.04 as set forth in clause (c) of this
Section 5.07.

       

      (f) 
          In connection with a
Fundamental Change of Control, and if and only to the extent a Holder converts
its Notes in connection with such Fundamental Change of Control, in addition to
the payment of the Additional Shares, the Issuer will be required to make an
additional payment to such Holders in cash (the “Make
Whole Payment”), which Make Whole Payment shall equal the total amount of
interest that would have accrued and become payable on such Notes from, but
excluding, the Effective Date through and including August 31, 2013 (but
including any accrued and unpaid interest on the Notes from the Issue Date
through and including the Effective Date).  The Make Whole Payment
shall be made on the applicable Conversion Payment Date.

       

      (g)           A
Purchaser Party shall not be entitled to receive Additional Shares or the Make
Whole Payment upon a Fundamental Change of Control, notwithstanding any
conversion of such Purchaser Party’s Notes, if such Fundamental Change of
Control (i) is a merger, consolidation or sale with or into such Purchaser
Party, or any member of any “group” of which such Purchaser Party is a member or
any of their respective Affiliates; (ii) is a transaction specified in
clause (ii) of the definition of “Fundamental Change of Control” if such
Purchaser Party or any of its Affiliates is a “person” or a member of a “group”
for purposes of such definition or (iii) if the nominees of any such
Purchaser Party, or any member of any “group” of which such Purchaser Party is a
member or any of their respective Affiliates constitutes one or more of new
members of the Board of Directors effecting such Fundamental Change of
Control.

       

      For
purposes of this Section 5.08(g), “group” has the meaning it has in
Sections 13(d) and 14(d) of the Exchange Act and “person” is used with the
same meaning as that used within Rule 13d-3 under the Exchange Act, in each case
whether or not applicable.

       

      (h)           The
Issuer will notify Holders, the Trustee and the Conversion Agent of the
anticipated Effective Date of any Fundamental Change of Control on or prior to
the later of (i) 10 calendar days prior to such Effective Date and
(ii) 10 calendar days following the date on which the Issuer becomes aware
(or should have become aware) of such anticipated Effective Date.  The
Issuer shall publicly announce such information through a reputable national
newswire in the United States, file such press release with the SEC on Form 8-K
and shall make such information available on the Issuer’s website.

       

      (i) 
          Notwithstanding
Section 5.07(f), the Issuer may elect to pay the Make Whole Payment in
shares of Common Stock if and only if the following conditions shall have been
satisfied:

       

      (i)           The
shares of Common Stock deliverable in payment of the Make Whole Payment shall
have a fair market value as of the Conversion Date of not less than the Make
Whole Payment.


      
        
           


        

        
          -76-

          
            

          

        

        
           


        

      


      For
purposes of this Section 5.07(i), the fair market value of shares of Common
Stock shall be determined by the Issuer and shall be equal to 95% of the average
of the 10-day VWAP of the Common Stock for the 10 consecutive Trading Days
immediately preceding the Effective Date; provided, that if the
Fundamental Change of Control is a merger or consolidation pursuant to clause
(i) of the definition of Fundamental Change of Control and all of the
Issuer’s Common Stock is exchanged for common stock of the acquiror (or
successor entity) in such Fundamental Change of Control, the number of shares of
Issuer Common Stock issuable hereunder shall be determined by dividing the Make
Whole Payment by the implied price per share paid for the Issuer Common Stock in
such Fundamental Change of Control, with such resulting shares of Issuer Common
Stock being treated in the same manner as all other shares of Issuer Common
Stock in such Fundamental Change of Control (e.g., exchanged for shares of
Common Stock or other property of such acquiror (or successor) in the same
proportion as Issuer Common Stock in such Fundamental Change of
Control);

       

      (ii)          Payment
of the Make Whole Payment may not be made in Common Stock unless such stock is,
or shall have been, approved for listing on a United States national securities
exchange on which the Issuer’s Common Stock may then be listed prior to the date
of payment of the Make Whole Payment; provided that the foregoing
restriction shall not apply if the Issuer’s Common Stock is not then so listed
on a United States national securities exchange;

       

      (iii)         All
shares of Common Stock which may be issued will be issued out of authorized but
unissued common stock and will upon issue, be duly issued, fully paid and
non-assessable, free and clear of all preemptive rights; and

       

      (iv)         Payment
of the Make Whole Payment may not be made in Common Stock (or securities of the
acquiror (or successor)) to any Person to the extent such payment would cause
such Person to become a “beneficial owner” (as determined pursuant to Section 13
of the Exchange Act) of securities of the Issuer in excess of the Conversion Cap
as provided in Section 5.13; provided, that the foregoing
shall not prevent the Issuer from making a payment in Common Stock to any other
Person.

       

      In
connection with the payment of the Make Whole Payment in shares of Common Stock,
no fractional shares or scrip representing fractional shares shall be issued
upon conversion of the Notes.  If any fractional shares or scrip would
be so issuable, the Issuer shall make a payment of the remaining Make Whole
Payment in cash.

       

      If all
the conditions set forth above are not satisfied, the Make Whole Payment shall
be paid by the Issuer only in cash.


      
        
           


        

        
          -77-

          
            

          

        

        
           


        

      


      
        	
                SECTION 5.08.

              	
                Conversion
      Event;
      Termination of Conversion
Rights.

              


      

       

      (a)           Conversion
Event.  If the Last Reported Sale Price of the Common Stock for
at least 20 Trading Days in a period of 30 consecutive Trading Days equals or
exceeds 150% of the Conversion Price (a “Conversion Event”), the Issuer
may, at its option, deliver or cause to be delivered to all Holders of the Notes
at their address shown in the register for the Notes, a notice as set forth
below (the “Conversion Event Notice”) with
respect to such Conversion Event at any time within 20 Business Days of such Conversion Event.  The Issuer shall also deliver
a copy of the Conversion Event Notice to the Trustee, the Conversion Agent and
the Paying Agent at such time as is mailed to Holders of
Notes.  Simultaneously with providing such Conversion Event Notice,
the Issuer shall publicly announce the relevant information through a reputable
national newswire in the United States, file such press release with the SEC on
Form 8-K and make such information available on the Issuer’s
website.

       

      No
failure of the Issuer to deliver the foregoing notices and no defect therein
shall limit a Holders rights hereunder or affect the validity of the proceedings
pursuant to this Section 5.08.

       

      (b)           Termination of Conversion
Rights.  Except as set forth by a Holder in an Election Notice
(as defined below), a Holder’s right to convert Notes shall automatically
terminate, with no further action of the Issuer or any Holder, immediately prior
to the Open of Business on the date that is 46 days following the date of the
Conversion Event Notice (the “Conversion Termination
Date”).  A Holder may convert its Notes at any time in
connection with a Conversion Event during the 45-day period from the date of the
Conversion Event Notice to the Close of Business on the Business Day immediately
preceding the Conversion Termination Date.  A conversion of Notes
shall be deemed for these purposes to be in connection with a Conversion Event
if notice of conversion is received by the Conversion Agent during the period
from the date of the Conversion Event Notice to the Close of Business on the
Business Day immediately preceding the Conversion Termination
Date.

       

      (c)           Notes Not Converted due to
Conversion Cap; Election Notice.  Any Notes not converted prior
to the Conversion Termination Date as a result of the Conversion Cap shall be,
at such Holder’s election, upon written notice to the Issuer delivered by such
Holder (an “Election Notice”), converted
into shares of Common Stock of the Issuer on a date (or dates) prior to the date
that is 180 days following the Conversion Termination Date (such date or dates
as specified in the Election Notice, the “Cap
Conversion Dates”).  A Holder shall deliver an Election Notice
to the Issuer so specifying its election to convert Notes that could not have
otherwise been converted due to the Conversion Cap at any time prior to the
Conversion Termination Date.  An Election Notice shall be in the form
attached as Exhibit J.

       

      (d)           Conversion Event
Notice.  The Conversion Event Notice delivered by the Issuer
shall be in the form set forth on Exhibit H hereto
and shall state the amount of the Cash Conversion Amount and whether the payment
of the Cash Conversion Amount shall be made in cash, shares of Common Stock or a
combination of cash and shares of Common Stock and the method of calculating the
Cash Conversion Amount payment.

       

      In
addition to any other information provided by the Issuer, a Conversion Event
Notice shall:

       

      (i)           State
the events constituting the Conversion Event and the Conversion Rate then
applicable to the Notes;


      
        
           


        

        
          -78-

          
            

          

        

        
           


        

      


      (ii)          State
that the right to convert Notes shall terminate immediately prior to the Open of
Business on the date that is 46 days following the date of Conversion Event
Notice;

       

      (iii)         State
that holders may convert Notes up to the Conversion Cap at any time prior to the
Close of Business on the Business Day immediately preceding the Conversion
Termination Date;

       

      (iv)         State
that any Holders who cannot convert the full amount of their Notes prior to the
Conversion Termination Date due to the Conversion Cap may send an Election
Notice to the Issuer in the form attached as an exhibit to such conversion Event
Notice (which shall be in the form of Exhibit J
hereof) and may elect to convert such Notes on any date or dates prior to the
date that is 180 days following the Conversion Termination Date.

       

      (v)          State
that except for Notes specified for conversion pursuant to an Election Notice,
any Notes not otherwise converted prior to the Conversion Termination Date may
be redeemed at the option of the Issuer at any time in accordance with
Article Four and shall also state the Redemption Price
therefor;

       

      (vi)         State
that interest shall cease to accrue on all Notes as of the Conversion
Termination Date;

       

      (vii)        State
that certain covenants (to be specified in such Conversion Event Notice)
contained in the Indenture shall cease to have any further force or effect as of
the Conversion Termination Date and shall state such other provisions of this
Indenture that shall no longer apply, including release of Collateral securing
the Notes in accordance with Section 12.09; and

       

      (viii)       State
the amount of the Cash Conversion Amount, if any, payable on all Notes as a
result of the Conversion Event and the dates which such Cash Conversion Amount
may be paid.

       

      (e)           Cash Conversion
Amount.  If a Conversion Event occurs on or prior to August 31,
2012, in addition to shares of Common Stock issuable upon conversion of the
Notes prior to the Conversion Termination Date, or amounts received upon
redemption of the Notes or upon maturity thereof, the Issuer will be required to
make an additional payment in cash (the “Cash Conversion Amount”) in
respect of the Notes.  The Cash Conversion Amount shall be equal to
the lesser of: (i) the aggregate amount of interest payable from (and
including) the Conversion Termination Date to and including August 31, 2012 and
(ii) an aggregate amount equal to 15 months of interest on the Notes (in
each case including any accrued and unpaid interest on the Notes from the Issue
Date to and including the Conversion Termination Date (or applicable Conversion
Date, if earlier).

       

      (f)           Payment of Cash Conversion
Amount in Shares of Common Stock.  Notwithstanding
Section 5.08(e), the Issuer may elect to pay the Cash Conversion Amount by
delivery of shares of its Common Stock if and only if the following conditions
have been satisfied:


      
        
           


        

        
          -79-

          
            

          

        

        
           


        

      


      (i)           The
shares of Common Stock deliverable in payment of the Cash Conversion Amount
shall have a fair market value as of the Conversion Termination Date of not less
than the Cash Conversion Amount.

       

      For
purposes of this Section 5.08(f), the fair market value of shares of Common
Stock shall be determined by the Issuer and shall be equal to 95% of the average
of the 10-day VWAP of the Common Stock for the 10 consecutive Trading Days
immediately preceding the Conversion Termination Date.  The Issuer
shall provide such Holder written notice prior to the applicable Cash Conversion
Payment Date (as defined below) that it will pay all or a portion of the Cash
Conversion Amount in shares of Common Stock.

       

      (ii)          Payment
of the Cash Conversion Amount may not be made in Common Stock unless such stock
is, or shall have been, approved for listing on the United States national
securities exchange on which the Issuer’s Common Stock may then be listed prior
to the Conversion Payment Date; provided that the foregoing
restriction shall not apply if the Issuer’s Common Stock is then not so listed
on a United States national securities exchange;

       

      (iii)         All
shares of Common Stock which may be issued will be issued out of the Issuer’s
authorized but unissued Common Stock and, will upon issue, be duly and validly
issued and fully paid and non-assessable free of any preemptive rights;
and

       

      (iv)         Payment
of the Cash Conversion Amount may not be made to any Holder in Common Stock to
the extent such payment would cause such Person to become a “beneficial owner”
(as determined pursuant to Section 13 of the Exchange Act) of securities of the
Issuer in excess of the Conversion Cap as provided in Section 5.13; provided, that the foregoing
shall not prevent the Issuer from making a payment in Common Stock to any other
Person.

       

      In
connection with the payment of the Cash Conversion Amount in shares of Common
Stock, no fractional shares or scrip representing fractional shares shall be
issued upon conversion of the Notes.  If any fractional shares or
scrip otherwise would be so issuable, the Issuer shall make a payment of the
remaining Cash Conversion Amount in cash.

       

      If all of
the conditions set forth in this Section 5.08(f) are not satisfied in
accordance with the terms thereof, the Cash Conversion Amount shall be paid by
the Issuer only in cash.

       

      (g)           Effect of Conversion
Termination Date.  On and after the Conversion Termination
Date, interest shall cease to accrue on the Notes.  In addition, and
after the Conversion Termination Date, the following provisions of this
Indenture shall cease to have any further force and effect with respect to any
Notes not converted in connection with a Conversion Event (whether prior to the
Conversion Termination Date or pursuant to an Election Notice) (the “Remaining
Notes”):


      
        
           


        

        
          -80-

          
            

          

        

        
           


        

      


      (i)           Article Three
(Purchase at Option of Holders upon a Fundamental Change of
Control)

       

      (ii)          Article Five
(Conversion (other than this Section 5.08, and paragraph five of
Section 5.10, Section 5.13, Section 5.14 and
Section 5.16)

       

      (iii)         Section 6.04
(Payment of Taxes)

       

      (iv)         Section 6.05
(Maintenance of Properties)

       

      (v)          Section 6.06
(Compliance Certificate; Notice of Default)

       

      (vi)         Section 6.07
(Waiver of Stay, Extension or Usury Laws)

       

      (vii)        Section 6.08
(Limitations on Additional Indebtedness)

       

      (viii)       Section 6.09
(Limitations on Restricted Payments)

       

      (ix)         Section 6.10
(Limitations on Liens)

       

      (x)          Section 6.11
(Limitations on Asset Sales)

       

      (xi)         Section 6.12
(Limitations on Transactions with Affiliates)

       

      (xii)        Section 6.13
(Limitations on Dividend and Other Restrictions Affecting Restricted
Subsidiaries)

       

      (xiii)       Section 6.14
(Additional Note Guarantees)

       

      (xiv)       Section 6.15
(Further Assurances)

       

      (xv)        Section 6.16
(Reports to Holders)

       

      (xvi)       Section 6.17
(Limitations on Designation of Unrestricted Subsidiaries)

       

      (xvii)      Section 6.18
(Limitation on the Issuance or Sale of Equity Interests of Restricted
Subsidiaries)

       

      (xviii)     Section 6.19
(Information Regarding Collateral)

       

      (xix)        Section 6.20
(Impairment of Security Interest)

       

      (xx)         Section 6.21
(Insurance)

       

      (xxi)        Article Seven
(Successor Corporation)

       

      (xxii)       Section 8.01
(Events of Default) (other than clauses (i), (ii), (vi), (xi) and (xii) 
thereof).


      
        
           


        

        
          -81-

          
            

          

        

        
           


        

      

    

    With
respect to the outstanding Remaining Notes, the Issuer and the Guarantors may
omit to comply with and shall 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 shall not constitute an Event
of Default under Section 8.01 hereof, but, except as specified above, the
remainder of this Indenture and such  Remaining Notes shall be
unaffected thereby.

     

    (h)          Remaining
Notes may be redeemed in whole or in part at the option of the Issuer at any
time or from time to time following the Conversion Termination Date in
accordance with Article Four.

     

    (i)           The
Issuer shall pay the Cash Conversion Amount as follows (each, a “Cash Conversion Payment
Date”):

     

    (i)         
  On the Conversion Termination Date for all Notes converted during
the period from the date of the Conversion Event Notice to the Close of Business
on the Business Day immediately preceding the Conversion Termination
Date;

     

    (ii)           On
the date or dates specified for conversion in an Election Notice;
and

     

    (iii)          On
the date of redemption or at maturity, as applicable for any Remaining
Notes.

     

    
      	
              SECTION 5.09.

            	
              Taxes on Shares
      Issued.

            


    

     

    Any issue
of share certificates on conversions of Notes shall be made without charge to
the converting Holder for any documentary, transfer, stamp or any similar tax in
respect of the issue thereof, and the Issuer shall pay any and all documentary,
stamp or similar issue or transfer taxes that may be payable in respect of the
issue or delivery of shares of Common Stock on conversion of Notes pursuant
hereto. The Issuer shall not, however, be required to pay any such tax which may
be payable in respect of any transfer involved in the issue and delivery of
shares in any name other than that of the Holder of any Notes converted, and the
Issuer shall not be required to issue or deliver any such share certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Issuer the amount of such tax or shall have established to the
satisfaction of the Issuer that such tax has been paid.

     

    
      	
              SECTION 5.10.

            	
              Reservation of Shares; Shares to be
      Fully Paid; Compliance with Governmental
    Requirements.

            


    

     

    The
Issuer shall at all times maintain out of its authorized but unissued shares of
Common Stock enough shares to permit the issuance of shares of Common Stock upon
the conversion, in accordance herewith, of all of the Notes.  The
shares of Common Stock due upon conversion of a Global Note shall be delivered
by the Issuer in accordance with the Depositary’s customary
practices.  All shares of Common Stock which may be issued upon
conversion of the Notes shall be validly issued, fully paid and non-assessable
and shall be free of preemptive or similar rights and free from all liens,
taxes, charges or adverse changes.


    
      
         


      

      
        -82-

        
          

        

      

      
         


      

    


    Before
taking any action that would cause an adjustment increasing the Conversion Rate
to an amount that would cause the Conversion Price to be reduced below the then
par value, if any, of the shares of Common Stock issuable upon conversion of the
Notes, the Issuer will take all corporate action which may, in the opinion of
its counsel, be necessary in order that the Issuer may validly and legally issue
shares of such Common Stock at such adjusted Conversion Price.

     

    The
Issuer covenants to take all such actions as may be required for the payment in
accordance herewith of shares of Common Stock, if any, deliverable upon the
conversion of any Notes, including the acceptance of such shares of Common Stock
into the book-entry system maintained by the Depositary. Without limiting the
generality of the foregoing, the Issuer further covenants that, (i) if any
shares of Common Stock to be provided for the purpose of conversion of Notes
hereunder require registration with or approval of any governmental authority
under any federal or state law before such shares may be validly issued upon
conversion, the Issuer will in good faith and as expeditiously as possible, to
the extent then permitted by the rules and interpretations of the Commission (or
any successor thereto), endeavor to secure such registration or approval, as the
case may be and (ii) if at any time Common Stock shall be listed on any
national securities exchange or automated quotation system, the Issuer will, if
permitted by the rules of such exchange or automated quotation system, list and
keep listed, so long as Common Stock shall be so listed on such exchange or
automated quotation system, all shares of Common Stock issuable upon conversion
of the Notes; provided,
that if the rules of such exchange or automated quotation system permit the
Issuer to defer the listing of such shares of Common Stock until the first
conversion of the Notes into Common Stock in accordance with the provisions of
this Indenture, the Issuer covenants to list such shares of Common Stock
issuable upon conversion of the Notes in accordance with the requirements of
such exchange or automated quotation system at such time.

     

    
      	
              SECTION 5.11.

            	
              Responsibility of
      Trustee.

            


    

     

    The
Trustee and any other Conversion Agent shall not at any time be under any duty
or responsibility to any Holder to determine the Conversion Rate or whether any
facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any Common Stock, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any Notes;
and the Trustee and any other Conversion Agent make no representations with
respect thereto. Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Issuer to issue, transfer or deliver any
shares of Common Stock or share certificates or other securities or property or
cash upon the surrender of any Notes for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Issuer contained in
this Article Five. Without limiting the generality of the foregoing,
neither the Trustee nor any Conversion Agent shall be under any responsibility
to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 5.05 relating either to the kind
or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Notes after any event
referred to in such Section 5.05 or to any adjustment to be made with
respect thereto, but, may accept as conclusive evidence of the correctness of
any such provisions, and shall be protected in relying upon, the Officers’
Certificate (which the Issuer shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect
thereto.


    
      
         


      

      
        -83-

        
          

        

      

      
         


      

    


    
      	
              SECTION 5.12.

            	
              Notice to Holders Prior to Certain
      Actions.

            


    

     

    In
case:

     

    (a)          The
Issuer shall pay a dividend (or any other distribution) on shares of Common
Stock that would require an adjustment in the Conversion Rate pursuant to
Section 5.06; or

     

    (b)          The
Issuer shall issue rights, warrants or options to the holders of all or
substantially all of the shares of Common Stock to subscribe for or purchase any
shares of any class of Capital Stock or any other rights or warrants;
or

     

    (c)          Of
any reclassification or change of the outstanding shares of Common Stock (other
than change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or of any
consolidation or merger of the Issuer with or into another Person, or any sale,
lease, transfer, conveyance or other disposition of all or substantially all of
the Issuer’s assets and those of the Issuer’s Subsidiaries taken as a whole to
any other Person or Persons; or

     

    (d)          Liquidation,
dissolution or winding up of the Issuer, whether voluntary or
involuntary;

     

    then, in
each case, the Issuer shall cause to be filed with the Trustee and the
Conversion Agent and to be mailed to each Holder at such Holder’s address
appearing on register of Holders as promptly as practicable but in any event at
least 30 days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of
such dividend or distribution of Common Stock rights, warrants, cash or other
assets, debt securities or rights to purchase the Issuer’s securities, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, change,
consolidation, merger, sale, lease, transfer, conveyance or other disposition or
liquidation, dissolution or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.


    
      
         


      

      
        -84-

        
          

        

      

      
         


      

    


    
      	
              SECTION 5.13.

            	
              Conversion
  Cap.

            


    

     

    Notwithstanding
anything to the contrary in this Indenture, (a) a Person or any Affiliate
thereof holding the Notes shall not be entitled to convert any Notes (and the
Issuer shall not so convert any Notes), (b) the Issuer shall not be
entitled to settle any cash payments owing to any Person of Notes in shares of
its Common Stock and (iii) shares of any acquiror (or successor) shall not
be issued upon conversion pursuant to the adjustment mechanisms contained in
Section 5.05 in connection with a transaction governed by Section 5.05
or upon a Fundamental Change of Control to the extent, and only to the extent,
such conversion, share settlement or issuance would cause such Person, together
with its Affiliates, to become a beneficial owner (as determined pursuant to
Section 13 of the Exchange Act and Rules 13d-3 and 13d-5 thereunder)
of more than 9.9% of the issued and outstanding shares of Common Stock (or such
equivalent shares of an acquiror or successor) (the “Conversion Cap”).  The Issuer
shall, within three Business Days of delivery by a Holder of a Conversion
Notice, notify such Holder in writing of (i) the number of shares of Common
Stock that would be issuable to such Holder if such conversion requested in such
Conversion Notice were effected in full and (ii) the number of issued and
outstanding shares of Common Stock of the Issuer as of the most recent date such
information is available to the Issuer.  Whereupon, within three
Business Days of such notice, the Issuer shall issue to such Holder the number
of shares of Common Stock issuable upon conversion up to the Conversion
Cap.  In connection with the performance of this Section 5.13, such
Holder agrees to furnish to the Issuer any information reasonably requested by
the Issuer in connection with the Conversion Cap amount
calculations.  Notwithstanding anything to the contrary, to the extent
any such issuance would cause a Holder or an Affiliate thereof to be a
“beneficial owner” of more than 9.9% of the issued and outstanding shares of
Common Stock (or successor shares), such conversion, share settlement or
issuance upon conversion as the case may be shall be void and of no
effect.  The limitations set forth in this Section 5.13 may not
be waived at any time by any Holder.  Any acquiror (or successor) or
the Issuer shall expressly assume the obligations of the Issuer in this
Section 5.13 with respect to the Notes in connection with any transaction
governed by Section 5.05 or otherwise in connection with a Fundamental
Change of Control.

     

    
      	
              SECTION 5.14.

            	
              General Provisions Applicable to
      Conversion.

            


    

     

    (a)          Provisions
of this Indenture that apply to conversion of all of a Note also apply to
conversion of a portion of a Note.

     

    A Holder
of Notes is not entitled to any rights of a holder of Common Stock until such
Holder has converted its Notes, and only to extent such Notes are deemed to have
been converted into shares of Common Stock pursuant to this
Section 5.14.


    
      
         


      

      
        -85-

        
          

        

      

      
         


      

    


    ARTICLE SIX


     

    COVENANTS

     

    
      	
              SECTION 6.01.

            	
              Payment of
  Notes.

            


    

     

    The
Issuer shall pay the principal of (and premium, if any) and interest on the
Notes in the manner provided in the Notes, the Registration Rights Agreement and
this Indenture.  An installment of principal of, or interest on, the
Notes shall be considered paid on the date it is due if the Trustee or Paying
Agent (other than the Issuer or an Affiliate thereof) holds on that date U.S.
Legal Tender designated for and sufficient to pay the
installment.  Interest on the Notes will be computed on the basis of a
360-day year comprised of twelve 30-day months.

     

    The
Issuer shall pay interest on overdue principal (including, without limitation,
post petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate equal to 2% per annum in excess of the
then applicable rate on the Notes.

     

    
      	
              SECTION 6.02.

            	
              Maintenance of Office or
      Agency.

            


    

     

    The
Issuer shall maintain in the Borough of Manhattan, The City of New York,
the office or agency required under Section 2.03 (which may be an office of
the Trustee or an affiliate of the Trustee or Registrar).  The Issuer
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.  If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 14.02.

     

    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.  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 initially designates U.S. Bank National Association, located at
100 Wall Street, New York, NY 10005, Attention:  Corporate
Trust, as such office of the Issuer in accordance with
Section 2.03.

     

    
      	
              SECTION 6.03.

            	
              Corporate
    Existence.

            


    

     

    Except as
otherwise permitted by Article Seven, the Issuer shall do or cause to be
done all things reasonably necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other existence
of each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each such Restricted Subsidiary and the material
rights (charter and statutory) and material franchises of the Issuer and each of
its Restricted Subsidiaries; provided, however, that the Issuer
shall not be required to preserve any such right, franchise or corporate
existence with respect to itself or any Restricted Subsidiary, if the loss
thereof would not, individually or in the aggregate, have a material adverse
effect on the Issuer and the Guarantors, taken as a whole.


    
      
         


      

      
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              SECTION 6.04.

            	
              Payment of
  Taxes.

            


    

     

    The
Issuer and the Guarantors shall, and shall cause each of the Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of the Restricted
Subsidiaries or upon the income, profits or property of it or any of the
Restricted Subsidiaries and (b) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a liability or Lien
upon the property of it or any of the Restricted Subsidiaries which would
reasonably be expected to have a material adverse effect on the Issuer and the
Guarantors taken as a whole; provided, however, that the Issuer and
the Guarantors shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount the
applicability or validity is being contested in good faith by appropriate
actions and for which appropriate provision has been made, or any such tax,
assessment, charge or claim that would not reasonably be expected to have a
material adverse effect on the Issuer and the Guarantors taken as a
whole.

     

    
      	
              SECTION 6.05.

            	
              Maintenance of
      Properties.

            


    

     

    The
Issuer shall cause all material properties owned by or leased by it or any of
its Restricted Subsidiaries used or useful to the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in
normal condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all repairs, renewals, replacements, and
betterments thereof, all as in its judgment may be necessary, so that the
business carried on in connection therewith may be conducted at all times in a
commercially productive manner; provided, however, that nothing in this
Section 6.05 shall prevent the Issuer or any of its Restricted Subsidiaries
from discontinuing the use, operation or maintenance of any of such properties,
or disposing of any of them, if such discontinuance or disposal is desirable in
the conduct of the business of the Issuer or any such Restricted Subsidiary, and
if such discontinuance or disposal would not, individually or in the aggregate,
have a material adverse effect on the ability of the Issuer or the Guarantors to
perform each of their respective obligations hereunder; provided, further, that nothing in this
Section 6.05 shall prevent the Issuer or any of its Restricted Subsidiaries
from discontinuing or disposing of any properties to the extent otherwise
permitted by this Indenture.

     

    
      	
              SECTION 6.06.

            	
              Compliance Certificate; Notice of
      Default.

            


    

     

    (a)          The
Issuer shall deliver to the Trustee, within 120 days after the close of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Issuer and its Subsidiaries has been made under the supervision of the
signing Officers with a view to determining whether the Issuer and the
Guarantors have kept, observed, performed and fulfilled their obligations under
this Indenture and further stating, as to each such Officer signing such
certificate, that to the best of such Officer’s knowledge, the Issuer and the
Guarantors during such preceding fiscal year has kept, observed, performed and
fulfilled each and every such covenant and no Default occurred during such year
and at the date of such certificate there is no Default that has occurred and is
continuing or, if such signers do know of such Default, the certificate shall
specify such Default and what action, if any, the Issuer is taking or proposes
to take with respect thereto.  The Officers’ Certificate shall also
notify the Trustee should the Issuer elect to change the manner in which it
fixes the fiscal year end.


    
      
         


      

      
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    (b)          The
Issuer shall deliver to the Trustee promptly and in any event within 15 days
after any Officer of the Issuer becomes aware of the occurrence of any Default
in an Officers’ Certificate specifying the Default and what action, if any, the
Issuer is taking or proposes to take with respect thereto.

     

    
      	
              SECTION 6.07.

            	
              Waiver of Stay, Extension or Usury
      Laws.

            


    

     

    The
Issuer and each Guarantor covenants (to the extent permitted by applicable law)
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 or extension law or any
usury law or other law that would prohibit or forgive such Issuer or such
Guarantor from paying all or any portion of the principal of and/or interest on
the Notes or the Note Guarantee of any such Guarantor as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture, and (to the extent permitted by
applicable law) each hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not 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 had been
enacted.

     

    
      	
              SECTION 6.08.

            	
              Limitations on Additional
      Indebtedness.

            


    

     

    (a)          The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness.

     

    (b)          Notwithstanding
Section 6.08(a), the Issuer and the Restricted Subsidiary shall be
permitted to incur “Permitted Indebtedness”.  Each of the following
shall be permitted (the “Permitted
Indebtedness”):

     

    (i)  
        Indebtedness of the Issuer or
any Guarantor under the ABL Facility in an aggregate principal amount at any
time outstanding not to exceed $80.0 million (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Issuer or such Guarantor) less, to the extent a
permanent repayment and/or commitment reduction is required thereunder as a
result of such application, the aggregate amount of Net Available Proceeds
applied to repayments under the Credit Agreement in accordance with
Section 6.11; 

     

    (ii)           The
Notes issued on the Issue Date and the Note Guarantees in respect
thereof;

     

    (iii)          Indebtedness
of the Issuer and the Restricted Subsidiaries to the extent outstanding on the
Issue Date (other than Indebtedness referred to in clauses (i) and (ii)
above, and immediately following the Issue Date after giving effect to the
intended use of proceeds of the Notes);


    
      
         


      

      
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     (iv)          Indebtedness
under Hedging Obligations (including Swap Obligations) of the Issuer or any
Restricted Subsidiary in the ordinary course and not for the purpose of
speculation;

     

     (v)           Indebtedness
of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary owed to the Issuer or any other Restricted Subsidiary; provided, however, (a) that upon
any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such
Indebtedness being owed to any Person other than the Issuer or a Restricted
Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be
deemed to have incurred Indebtedness not permitted by this clause (v);
(b) any such Indebtedness made by a Note Party shall be evidenced by a
promissory note pledged to the Noteholder Collateral Agent for the ratable
benefit of the Noteholder Secured Parties pursuant to the Collateral Agreement;
and (c) any such Indebtedness made by Note Parties to Subsidiaries that are
not Guarantors is either a Permitted Investment or permitted by
Section 6.09;

     

     (vi)          Indebtedness
in respect of bid, performance, surety bonds, statutory, appeal, export or
import, indemnities, customs or revenue bonds or similar instruments in the
ordinary course of business and workers’ compensation claims, self-insurance
obligations and bankers acceptances issued for the account of the Issuer or any
Restricted Subsidiary in the ordinary course of business, including guarantees
or obligations of the Issuer or any Restricted Subsidiary with respect to
letters of credit supporting such bid, performance, surety bonds and workers’
compensation claims, self-insurance obligations and bankers
acceptances;

     

     (vii)         Purchase
Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and
Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any
time outstanding the greater of $20.0 million and 12.5% of Consolidated Net
Tangible Assets at the time of the incurrence;

     

    (viii)        Indebtedness
arising from (a) the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however, that such
Indebtedness is extinguished within five (5) Business Days of incurrence and (b)
without duplication of clause (a), Banking Services Obligations;

     

    (ix)           Indebtedness
arising in connection with endorsement of instruments for deposit in the
ordinary course of business;

     

    (x)           Refinancing
Indebtedness with respect to Indebtedness incurred pursuant to clause
(ii), (iii), (xi) or (xii) of this Section 6.08(b) or this clause
(x);


    
      
         


      

      
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    (xi)           (A)
Acquired Indebtedness of the Issuer or any Restricted Subsidiary, and (B)
Indebtedness incurred by the Issuer or any Restricted Subsidiary in
contemplation of, or in connection with, or to provide all or any part of the
funds or credit support utilized to consummate, the transaction or series of
related transactions pursuant to which such Person became a Subsidiary of or was
otherwise acquired by the Issuer or a Restricted Subsidiary or was merged with
or into or consolidated with the Issuer or a Restricted Subsidiary of the
Issuer; provided that
such Indebtedness shall not exceed the greater of $15.0 million or 10% of the
Consolidated Net Tangible Assets at the time of incurrence; and

     

    (xii)     
    Acquired Indebtedness of the Issuer or any Restricted
Subsidiary assumed or acquired in connection with a transaction governed by, and
effected in accordance with, Section 7.01(a) (except to the extent such
Acquired Indebtedness was incurred in connection with or in contemplation of
such acquisition);

     

    (xiii)        
Indemnification, adjustment of purchase price, earn-out or similar obligations,
in each case, incurred or assumed in connection with the acquisition or
disposition of any business or assets of the Issuer or any Restricted Subsidiary
or Equity Interests of a Restricted Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or Capital Stock for the purpose of financing any such
acquisition; provided,
that the maximum aggregate liability in respect of all such obligations
outstanding under this clause (xiii) shall at no time exceed (a) in
the case of an acquisition, $5.0 million (provided that the amount of
such liability shall be deemed to be the amount thereof, if any, reflected on
the balance sheet of the Issuer or any Restricted Subsidiary (e.g., the amount of such
liability shall be deemed to be zero if no amount is reflected on such balance
sheet)) and (b) in the case of a disposition, the gross proceeds actually
received by the Issuer and the Restricted Subsidiaries in connection with such
disposition;

     

    (xiv)        Any
other Indebtedness of the Issuer or any Restricted Subsidiary if, after giving
effect thereto, the Total Leverage Ratio does not exceed 5.00:1.00;

     

    (xv)         Indebtedness of the
Issuer or any Restricted Subsidiary incurred in the ordinary course of
business under guarantees of Indebtedness of suppliers, licensees, franchisees
or customers in an aggregate amount, together with the aggregate amount of
Investments under clause (12) of the definition of “Permitted Investments,” not
to exceed $5.0 million at any time outstanding;

     

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

     

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

     

    (2)           any
sale or other transfer of any such preferred stock to a Person that is not
either the Issuer or a Restricted Subsidiary of the Issuer, 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 (xvi)


    
      
         


      

      
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    (xvii)       (A)
The guarantee by the Issuer or any Restricted Subsidiary of the Issuer of
Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer, in each
case, to the extent that the guaranteed Indebtedness was permitted to be
incurred by another provision of this Section 6.08  and (B)
guarantees by the Issuer or any Restricted Subsidiary of the Issuer provided to
the Excluded Joint Venture to the extent permitted by clause (24) of the
definition of “Permitted Investments”;

     

    (xviii)      Contribution
Indebtedness;

     

    (xix)        The
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting
of obligations to pay insurance premiums in an amount not to exceed the annual
premiums in respect of such insurance premiums at any one time
outstanding;

     

    (xx)         Indebtedness
related to unfunded pension fund and other employee benefit plan obligations and
liabilities to the extent they are permitted to remain unfunded under applicable
law;

     

    (xxi)        Indebtedness
supported by one or more letters of credit issued under the ABL Facility in
accordance with clause (i); provided that the amount of
Indebtedness permitted to be incurred under this clause (xxi) supported by any
such letter(s) of credit shall not exceed the amount of such letter(s) of
credit;

     

    (xxii)       Indebtedness
issued by the Issuer or any Guarantor to current or former officers, directors
and employees, their respective estates, spouses or former spouses to finance
the purchase or redemption of Equity Interests of Company or any of its direct
or indirect parent companies permitted by Section 6.09(b)(iv) hereof not in
excess of $2.0 million at any time outstanding;

     

    (xxiii)      The
incurrence by the Issuer or any Restricted Subsidiary of additional Indebtedness
or the issuance by the Issuer of Disqualified Stock or the issuance by any
Restricted Subsidiary of preferred stock in an aggregate principal amount (or
accreted value, as applicable) or liquidation value at any time outstanding,
including all Indebtedness incurred to renew, refund, refinance, replace,
defease or discharge any Indebtedness or liquidation value incurred pursuant to
this clause (xxii), not to exceed $5.0 million; and

     

    (xxiv)     
Indebtedness of the Issuer or any Restricted Subsidiaries in an amount not to
exceed $1.5 million and incurred in connection with the sale of the Excluded
Joint Venture; provided
that any such Indebtedness shall be unsecured.


    
      
         


      

      
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    (c)           For
purposes of determining compliance with this Section 6.08, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xxiv)
above, the Issuer shall classify and may reclassify, in its sole discretion,
such item of Indebtedness and may divide, classify and reclassify such
Indebtedness in more than one of the types of Indebtedness described, except
that Indebtedness incurred under the Credit Agreement on the Issue Date by the
Issuer or any Guarantor shall be deemed to have been incurred under clause (i)
above.  In addition, for purposes of determining any particular amount
of Indebtedness under this covenant, guarantees, Liens or letter of credit
obligations supporting Indebtedness otherwise included in the determination of
such particular amount shall not be included so long as incurred by a Person
that could have incurred such Indebtedness.

     

    
      	
              SECTION 6.09.

            	
              Limitations on Restricted
      Payments.

            


    

     

    (a)           The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, make any Restricted Payment if at the time of such Restricted
Payment:

     

    (i)       
    A Default shall have occurred and be continuing or shall
occur as a consequence thereof; or

     

    (ii)           The
amount of such Restricted Payment, when added to the aggregate amount of all
other Restricted Payments made after the Issue Date (other than Restricted
Payments made pursuant to clause (ii), (iii), (iv), (v), (vi), (viii), (ix) or
(x) of Section 6.09(b)), exceeds the sum (the “Restricted Payments Basket”)
of (without duplication):

     

    (1)           50%
of Consolidated Net Income for the period (taken as one accounting period) from
the beginning of the first fiscal quarter commencing after the Issue Date to the
end of the Issuer’s most recently ended fiscal quarter for which consolidated
financial statements are available (or, if such Consolidated Net Income shall be
a deficit, minus 100% of such aggregate deficit), plus

     

    (2)           Subject
to Section 6.09(b)(ii), 100% of the aggregate net cash proceeds received by
the Issuer and 100% of the Fair Market Value at the time of receipt of assets
other than cash, if any, received by the Issuer, either (x) as
contributions to the common equity of the Issuer after the Issue Date or
(y) from the issuance and sale of Qualified Equity Interests after the
Issue Date, other than (a) any such proceeds or assets received from a
Subsidiary of the Issuer; (b) Excluded Contributions; or
(c) Designated Preferred Stock, plus

     

    (3)           The
aggregate amount by which Indebtedness (other than any Subordinated
Indebtedness) incurred by the Issuer or any Restricted Subsidiary subsequent to
the Issue Date is reduced on the Issuer’s balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Issuer) into Qualified Equity
Interests (less the amount of any cash, or the fair value of assets, distributed
by the Issuer or any Restricted Subsidiary upon such conversion or exchange
(other than payments of interest with respect thereto), plus

     

    (4)           In
the case of the disposition or repayment of or return on any Investment that was
treated as a Restricted Payment made after the Issue Date, an amount (to the
extent not included in the computation of Consolidated Net Income) equal to the
lesser of (i) 100% of the aggregate amount received by the Issuer or any
Restricted Subsidiary in cash or other property (valued at the Fair Market Value
thereof) as the return of capital with respect to such Investment and
(ii) the amount of such Investment that was treated as a Restricted
Payment, plus


    
      
         


      

      
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    (5)           Upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the
lesser of (i) the Fair Market Value of the Issuer’s proportionate interest
in such Subsidiary immediately following such Redesignation, and (ii) the
aggregate amount of the Issuer’s Investments in such Subsidiary to the extent
such Investments reduced the Restricted Payments Basket and were not previously
repaid or otherwise reduced.

     

    (b)           The
foregoing provisions will not prohibit:

     

    (i)       
    The payment by the Issuer or any Restricted Subsidiary
of any dividend or the consummation of any redemption within 60 days after the
date of declaration of the dividend or giving or any redemption notice, if on
the date of declaration or notice, the payment or redemption would have complied
with the provisions of this Indenture;

     

    (ii)           The
making of any Restricted Payment in exchange for, or out of or with the net cash
proceeds of the substantially concurrent issuance and sale (other than to a
Subsidiary of the Issuer) of, Qualified Equity Interests of the Issuer or from
the substantially concurrent contribution of common equity capital to the
Issuer; provided, that
net cash proceeds from the issuance and sale of Qualified Equity Interests or
from contributions to equity capital of the Issuer under this clause (ii) shall
not be included for purpose of calculating amounts under
Section 6.09(a)(ii)(2);

     

    (iii)          The
redemption of Subordinated Indebtedness of the Issuer or any Restricted
Subsidiary (a) in exchange for, or out of the proceeds of the substantially
concurrent issuance and sale of, Qualified Equity Interests, (b) in
exchange for, or out of the proceeds of the substantially concurrent incurrence
of, Refinancing Indebtedness permitted to be incurred under Section 6.08
and the other terms of this Indenture;

     

    (iv)          Payments
by the Issuer to redeem Equity Interests of the Issuer held by officers,
directors or employees or former officers, directors or employees (or their
transferees, estates or beneficiaries under their estates), upon their death,
disability, retirement, severance or termination of employment or service; provided, that the aggregate
cash consideration paid for all such redemptions shall not exceed the sum of
(A) $2.0 million during any calendar year (with unused amounts being
available to be used in the following calendar year, but not in any succeeding
calendar year) plus (B) the amount of any net cash proceeds received by or
contributed to the Issuer from the issuance and sale after the Issue Date of
Qualified Equity Interests of the Issuer to its officers, directors or employees
that have not been applied to the payment of Restricted Payments pursuant to
this clause (iv), plus (C) the net cash proceeds of any “key-man” life
insurance policies that have not been applied to the payment of Restricted
Payments pursuant to this clause (iv);


    
      
         


      

      
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    (v)           Payments
of cash, dividends, distributions, advances or other Restricted Payments by the
Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the
issuance of fractional shares or upon the purchase, redemption or acquisition of
fractional shares, including in connection with (i) the exercise of options
or warrants, (ii) the conversion or exchange of Equity Interests,
(iii) stock dividends, splits or combinations or business combinations, or
(iv) the conversion of the Notes or any payment made with respect
thereto;

     

    (vi)           Repurchases
of Equity Interests (i) deemed to occur upon the exercise of stock options
or other similar stock-based awards under equity plans of the Issuer or any of
the Issuer’s Restricted Subsidiaries, warrants or other Equity Interests to the
extent such Equity Interests represent a portion of the exercise price of those
stock options, other similar stock-based awards under equity plans of the Issuer
or any Restricted Subsidiary, warrants or other Equity Interests or (ii) in
connection with a gross up for tax withholding related to such Equity
Interests;

     

    (vii)         Additional
Restricted Payments of $5.0 million;

     

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

     

    (ix)         
 The redemption, of Indebtedness that is contractually subordinated to the
Notes pursuant to provisions similar to those described in Section 3.01 or
Section 6.11 hereof; provided that, prior to such
redemption, the Issuer (or a third party to the extent permitted by this
Indenture) has made a Change of Control Offer or Asset Sale Offer, as the case
may be, with respect to the Notes as a result of such Fundamental Change of
Control or Asset Sale, as the case may be, and has repurchased all Notes validly
tendered and not withdrawn in connection with such Fundamental Change of Control
Offer or Asset Sale Offer, as the case may be;

     

    (x)          
 The distribution, as a dividend or otherwise, of shares of Capital Stock
of, or Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer
by, Unrestricted Subsidiaries;

     

    (xi)           Any
Restricted Payment made in connection with the Transactions;

     

    (xii)          Payments
and distributions to dissenting stockholders pursuant to applicable law,
pursuant to or in connection with a consolidation, merger or transfer of all or
substantially all of the assets of the Issuer and its Restricted Subsidiaries
taken as a whole that complies with the terms of this Indenture, including
Article Seven hereof; or

     

    (xiii)        Repurchases
of the Notes;

     

    provided, that (a) in
the case of any Restricted Payment pursuant to clause (iii)(c) above, no Default
shall have occurred and be continuing or occur as a consequence thereof and
(b) no issuance and sale of Qualified Equity Interests pursuant to clause
(ii), (iii) or (iv)(B) above shall increase the Restricted Payments
Basket.


    
      
         


      

      
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    For
purposes of determining compliance with this Section 6.09, in the event
that a Restricted Payment meets the criteria of more than one of the categories
of Restricted Payments described in clauses (i) through (xiii) of
Section 6.09(b) hereof, or is entitled to be incurred pursuant to
Section 6.09(a) hereof, the Issuer will be entitled to classify such
Restricted Payment (or portion thereof) on the date of its payment or later
reclassify such Restricted Payment (or portion thereof) in any manner that
complies with this Section 6.09.

     

    
      	
              SECTION 6.10.

            	
              Limitations on
      Liens.

            


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or permit or suffer to exist any Lien of any
nature whatsoever against any assets of the Issuer or any Restricted Subsidiary
(including Equity Interests of a Restricted Subsidiary but excluding Equity
Interests or assets of the Excluded Joint Venture), whether owned at the Issue
Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise
convey any right to receive income or profits therefrom securing any
Indebtedness (other than Permitted Liens).

     

    
      	
              SECTION 6.11.

            	
              Limitations on Asset
      Sales.

            


    

     

    (a)          The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless:

     

    (i) 
          The Issuer or such
Restricted Subsidiary receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the assets included in such Asset
Sale;

     

    (ii)           Either
at least 75% of the total consideration received in such Asset Sale consists of
cash or Cash Equivalents; and

     

    (iii)           With
respect to any Asset Sale of any Notes Collateral, the Net Available Proceeds
from such Asset Sale are paid directly by the purchaser thereof to an Asset Sale
Proceeds Account over which the Noteholder Collateral Agent has a fully
perfected first-priority lien (subject to Permitted Liens) pursuant to
arrangements reasonably satisfactory to the Noteholder Collateral Agent for
application in accordance with this Section 6.11.

     

    (b)          For
purposes of clause (ii) of Section 6.11(a), the following shall be deemed
to be cash:

     

    (i)  
         The amount (without
duplication) of any Indebtedness (other than Subordinated Indebtedness) of the
Issuer or such Restricted Subsidiary that is expressly assumed by the transferee
in such Asset Sale and with respect to which the Issuer or such Restricted
Subsidiary, as the case may be, is unconditionally released by the holder of
such Indebtedness,

     

    (ii)           The
amount of any obligations received from such transferee that are within 90 days
converted by the Issuer or such Restricted Subsidiary to cash (to the extent of
the cash actually so received), and


    
      
         


      

      
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    (iii)          The
Fair Market Value of (i) any assets (other than securities) received by the
Issuer or any Restricted Subsidiary to be used by it in the Permitted Business,
(ii) Equity Interests in a Person that is a Restricted Subsidiary or in a
Person engaged in a Permitted Business that shall become a Restricted Subsidiary
immediately upon the acquisition of such Person by the Issuer or (iii) a
combination of (i) and (ii).

     

    (c)          If
at any time any non-cash consideration received by the Issuer or any Restricted
Subsidiary, as the case may be, pursuant to Section 6.11(b)(ii) above in
connection with any Asset Sale is repaid or converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such repayment, conversion or
disposition shall be deemed to constitute the date of an Asset Sale hereunder
and the Net Available Proceeds thereof shall be applied in accordance with this
Section 6.11.

     

    (d)          If
the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or
such Restricted Subsidiary shall, by no later than 12 months following the later
of the consummation thereof and the Issuer’s or Restricted Subsidiary’s receipt
of the Net Available Proceeds, have applied all or any of the Net Available
Proceeds therefrom to:

     

    (i)    
       If such Net Available Proceeds are
proceeds of an Asset Sale of any asset that constitutes Collateral, prepay
permanently or repay permanently any Indebtedness secured by such Collateral
Security Documents; provided, that if such Net
Available Proceeds are proceeds of an Asset Sale of ABL Collateral, such Net
Available Proceeds shall be applied as required under the ABL
Facility;

     

    (ii)           If
such Net Available Proceeds are proceeds of any Asset Sale (other than an Asset
Sale of Collateral), to permanently reduce any Other Pari Passu Indebtedness;
provided, however, that if any Pari
Passu Indebtedness is so reduced, the Issuer will equally and ratably reduce
Indebtedness under the Notes by making an offer to all holders of Notes to
purchase at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, the pro rata principal amount of the Notes;
or

     

    (iii)          (A)
invest in the purchase of assets (other than securities) to be used by the
Issuer or any Restricted Subsidiary in, or make capital expenditure with respect
to, the Permitted Business, (B) acquire Equity Interests in a Person that
is a Guarantor or in a Person engaged in a Permitted Business that shall become
a Guarantor immediately upon the consummation of such acquisition or (C) a
combination of (A) and (B).  The Issuer will be deemed to have
complied with the provisions set forth in clause (d) of this
Section 6.11 if (i) within 365 days after the Asset Sale that
generated the Net Available Proceeds, the Issuer (or the applicable Restricted
Subsidiary) has entered into and not abandoned or rejected a binding agreement
to acquire all or substantially all of the assets of, or any Equity Interests of
another Permitted Business or to make a capital expenditure or acquire other
assets that are used or useful in a Permitted Business or to make a capital
expenditure or acquire other assets that are used or useful in a Permitted
Business and that acquisition or capital expenditure is thereafter completed
within 180 days after the end of such 365-day period or (ii) in the event
such binding agreement described in the preceding clause (i) is canceled or
terminated for any reason before such Net Available Proceeds are applied, the
Issuer (or the applicable Restricted Subsidiary) enters into another such
binding commitment within 180 days of such cancellation or termination of the
prior binding commitment; provided that if any second
binding commitment is later canceled or terminated for any reason or not entered
into before such Net Available Proceeds are applied within 180 days of such
second binding commitment, then such Net Available Proceeds shall constitute
Excess Proceeds (as defined
below).  In addition, during the period following the entering into of
a binding agreement with respect to an Asset Sale and prior to the consummation
thereof (which period cannot exceed 365 days), cash (whether or not actual Net
Available Proceeds of such Asset Sale) used for the purposes described in
subclause (A), (B) and (C) of this clause (iii) that are
designated as uses in accordance with this clause (iii), and not previously
or subsequently so designated in respect of any other Asset Sale, shall be
deemed to be Net Available Proceeds applied in accordance with this
clause (iii).


    
      
         


      

      
        -96-

        
          

        

      

      
         


      

    


    The
amount of Net Available Proceeds not applied or invested as provided in this
Section 6.11(d) will constitute “Excess
Proceeds.”

     

    (e)          When
the aggregate amount of Excess Proceeds equals or exceeds $15.0 million, the
Issuer will be required to make an offer to purchase from all Holders and, if
applicable, make an offer to purchase or redeem any Other Pari Passu Lien
Obligations of the Issuer the provisions of which require the Issuer to do so
with the proceeds from any Asset Sales, in an aggregate principal amount of
Notes and such Other Pari Passu Lien Obligations equal to the amount of such
Excess Proceeds as follows:

     

    (i)  
         The Issuer will
(a) make an offer to purchase (a “Net
Proceeds Offer”) to all Holders in accordance with the procedures set
forth in this Indenture, and (b)  make an offer to purchase or redeem any
such Other Pari Passu Lien Obligations (and permanently reduce the related loan
commitment (if any) in an amount equal to the principal amount so redeemed), pro
rata in proportion to the respective principal amounts of the Notes and such
other Indebtedness required to be redeemed or purchased, the maximum principal
amount of Notes and Other Pari Passu Lien Obligations that may be purchased or
redeemed out of the amount (the “Payment
Amount”) of such Excess Proceeds;

     

    (ii)           The
offer price for the Notes will be payable in cash in an amount equal to 100% of
the principal amount of the Notes tendered pursuant to a Net Proceeds Offer,
plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds
Offer is consummated (the “Offered Price”), in accordance
with the procedures set forth in this Indenture and the redemption price for
such Other Pari Passu Lien Obligations (the “Pari Passu Indebtedness
Price”) shall be as set forth in the related documentation governing such
Indebtedness;

     

    (iii)          If
the aggregate Offered Price of Notes validly tendered and not withdrawn by
Holders thereof exceeds the pro rata portion of the
Payment Amount allocable to the Notes, Notes to be purchased will be selected on
a pro rata basis;
and


    
      
         


      

      
        -97-

        
          

        

      

      
         


      

    


    (iv)          Upon
completion of such Net Proceeds Offer in accordance with the foregoing
provisions, the amount of Excess Proceeds with respect to which such Net
Proceeds Offer was made shall be deemed to be zero, if applicable, and released
from the Asset Sale Proceeds Account.

     

    (f)           To
the extent that the sum of the aggregate Offered Price of Notes tendered
pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price
paid to the holders of such Other Pari Passu Lien Obligations is less than the
Payment Amount relating thereto (such difference constituting a “Net Proceeds Surplus”), the
Issuer may use the Net Proceeds Surplus, or a portion thereof, for general
corporate purposes, subject to the provisions of this
Indenture.

     

    (g)          Upon
the commencement of a Net Proceeds Offer, the Issuer shall send, by first class
mail, a notice to the Trustee and to each Holder at is registered
address.  The notice shall contain all instructions and materials
necessary to enable such Holder to tender Notes pursuant to the Net Proceeds
Offer.  Any Net Proceeds Offer shall be made to all
Holders.  The notice, which shall govern the terms of the Net Proceeds
Offer, shall state:

     

    (i)    
       That the Net Proceeds Offer is being
made pursuant to this Section;

     

    (ii)           The
Payment Amount, the Offered Price, and the date on which Notes tendered and
accepted for payment shall be purchased, which date shall be at least 30 days
and not later than 60 days from the date such notices is mailed (the “Net Proceeds Payment
Date”);

     

    (iii)          That
any Notes not tendered or accepted for payment shall continue to accrue
interest;

     

    (iv)          That,
unless the Issuer defaults in making such payment, any Notes accepted for
payment pursuant to the Net Proceeds Offer shall cease to accrue interest on and
after the Net Proceeds Payment Date;

     

    (v)    
      That Holders electing to have any Notes
purchased pursuant to any Net Proceeds Offer shall be required to surrender the
Notes, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Note completed, or transfer by book-entry transfer, to the
Issuer, a Depositary, if appointed by the Issuer, or the Paying Agent at the
address specified in the notice at least three days before the Net Proceeds
Payment Date;

     

    (vi)          That
Holders shall 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
Net Proceeds Payment Date, a notice 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;


    
      
         


      

      
        -98-

        
          

        

      

      
         


      

    


    (vii)         That
if the aggregate principal amount of Notes surrendered by Holders exceeds the
Payment Amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Issuer so that only Notes in
denominations of $1,000, or integral multiples thereof, shall be purchased);
and

     

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

     

    (h)          On
the Net Proceeds Payment Date, the Issuer shall, to the extent
lawful:  (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Net Proceeds Offer, subject to pro ration if
the aggregate Notes tendered exceed the Payment Amount allocable to the Notes;
(2) deposit with the Paying Agent U.S. Legal Tender equal to the lesser of
the Payment Amount allocable to the Notes and the amount sufficient to pay the
Offered Price in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers’ Certificate stating the aggregate principal amount of
Notes or portions thereof being repurchased by the Issuer.  The Issuer
shall publicly announce the results of the Net Proceeds Offer on the Net
Proceeds Payment Date.

     

    (i)           The
Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered
Price for such Notes, and the Trustee shall promptly authenticate pursuant to an
Authentication Order and mail (or cause to be transferred by book-entry) to each
Holder a new Note equal in principal amount to any unrepurchased portion of the
Notes surrendered, if any; provided, that each such new
Note shall be in principal amount of $1,000 or an integral multiple
thereof.  However, if the Net Proceeds Payment Date is on or after an
interest Record Date and on or before the related Interest Payment Date, any
accrued and unpaid interest shall 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 shall be payable to Holders who tender Notes pursuant to the Net
Proceeds Offer.

     

    (j)           The
Issuer will comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer.  To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 6.11, the
Issuer shall comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Section 6.11 by
virtue of this compliance.

     

    
      	
              SECTION 6.12.

            	
              Limitations on Transactions with
      Affiliates.

            


    

     

    (a)          The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, in one transaction or a series of related transactions, sell, lease,
transfer or otherwise dispose of any of its assets to, or purchase any assets
from, or enter into any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”),
unless:


    
      
         


      

      
        -99-

        
          

        

      

      
         


      

    


    (i)   
        Such Affiliate Transaction is on
terms that are no less favorable to the Issuer or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
at such time on an arm’s-length basis by the Issuer or that Restricted
Subsidiary from a Person that is not an Affiliate of the Issuer or that
Restricted Subsidiary; and

     

    (ii)           The
Issuer delivers to the Trustee:

     

    (x)           With
respect to any Affiliate Transaction involving aggregate value in excess of
$5.0 million, an Officers’ Certificate certifying that such Affiliate
Transaction complies with clause (1) above and (x) a Secretary’s
Certificate which sets forth and authenticates a resolution that has been
adopted by a majority of the directors of the Issuer who are disinterested with
respect to such Affiliate Transaction, approving such Affiliate Transaction or
(y) if there are no such disinterested directors, a written opinion
described in clause (y) below; and

     

    (y)          With
respect to any Affiliate Transaction involving aggregate value of $10.0 million
or more, the certificates described in the preceding clause (x) and a
written opinion as to the fairness of such Affiliate Transaction to the Issuer
or such Restricted Subsidiary from a financial point of view issued by an
Independent Financial Advisor to the Board of Directors of the
Issuer.

     

    (b)          The
foregoing restrictions shall not apply to:

     

    (i)     
      Transactions exclusively between or among
(a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted
Subsidiaries;

     

    (ii)           Reasonable
director, officer and employee compensation (including bonuses) and other
benefits (including retirement, health, stock option and other benefit plans),
indemnification arrangements, compensation, employment and severance agreements,
in each case approved by the Board of Directors;

     

    (iii)          The
entering into of a tax sharing agreement, or payments pursuant thereto, between
the Issuer and/or one or more Subsidiaries, on the one hand, and any other
Person with which the Issuer or such Subsidiaries are required or permitted to
file a consolidated tax return or with which the Issuer or such Subsidiaries are
part of a consolidated group for tax purposes, on the other hand, which payments
by the Issuer and the Restricted Subsidiaries are not in excess of the tax
liabilities that would have been payable by them on a stand-alone
basis;

     

    (iv)          Any
Restricted Payments which are made in accordance with Section 6.09, any
Permitted Investment or any Permitted Lien;

     

    (v)           Entering
into an agreement that provides registration rights to the shareholders of the
Issuer or amending any such agreement with shareholders of the Issuer and the
performance of such agreements;


    
      
         


      

      
        -100-

        
          

        

      

      
         


      

    


    (vi)          Any
transaction with a joint venture or similar entity which would constitute an
Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns
an equity interest in or otherwise controls such joint venture or similar
entity; provided, that
no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a
Restricted Subsidiary shall have a beneficial interest in such joint venture or
similar entity;

     

    (vii)         Any
merger, consolidation or reorganization of the Issuer with an Affiliate, solely
for the purposes of (a) reorganizing to facilitate an initial public
offering of securities of the Issuer or any holding company of the Issuer,
(b) forming a holding company or (c) reincorporating the Issuer in a
new jurisdiction;

     

    (viii)        (a)
Any agreement in effect on the Issue Date and disclosed in the Offering
Memorandum, as in effect on the Issue Date or as thereafter amended or replaced
in any manner, that, taken as a whole, is not more adverse to the interests of
the Holders in any material respect than such agreement as it was in effect on
the Issue Date or (b) any transaction pursuant to any agreement referred to
in the immediately preceding clause (a);

     

    (ix)           Any
contributions to the common equity capital of the Issuer;

     

    (x)           Pledges
of Equity Interests of Unrestricted Subsidiaries;

     

    (xi)           The
Transactions and/or the payment of any reasonable fees or expenses to the extent
incurred as of the Issue Date in connection therewith if documented as of Issue
Date;

     

    (xii)          Transactions
with an Affiliate where the only consideration paid is Qualified Equity
Interests of the Issuer;

     

    (xiii)        Payment
of loans (or cancellation of loans) to employees or consultants in the ordinary
course of business in aggregate amount not to exceed $2.0 million;
or

     

    (xiv)        Supply
and purchase contracts with joint ventures entered into the ordinary course of
business consistent with past practice.

     

    
      	
              SECTION 6.13.

            	
              Limitations on Dividend and Other
      Restrictions Affecting Restricted
  Subsidiaries.

            


    

     

    The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to:

     

    (a)          Pay
dividends or make any other distributions on or in respect of its Equity
Interests;


    
      
         


      

      
        -101-

        
          

        

      

      
         


      

    


    (b)       
  Make loans or advances or pay any Indebtedness or other obligation
owed to the Issuer or any other Restricted Subsidiary; or

     

    (c)          Transfer
any of its assets to the Issuer or any other Restricted Subsidiary;

     

    except
for:

     

    (i)     
      Encumbrances or restrictions existing under
or by reason of applicable law, regulation or order;

     

    (ii)           Encumbrances
or restrictions existing under, or otherwise required by or imposed pursuant to
the terms of Note Documents;

     

    (iii)          Non-assignment
provisions of any contract or any lease entered into in the ordinary course of
business;

     

    (iv)          Encumbrances
or restrictions existing under or required by or otherwise imposed pursuant to
the terms of agreements existing on the date of this Indenture (including,
without limitation, the Credit Agreement) as in effect on that
date;

     

    (v)           Restrictions
relating to any Lien permitted under this Indenture imposed by the holder of, or
otherwise required by or imposed pursuant to the terms of such
Lien;

     

    (vi)          Restrictions
imposed under any agreement to sell assets permitted under this Indenture to any
Person pending the closing of such sale;

     

    (vii)         Any
instrument governing Acquired Indebtedness, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person or the properties or assets of the Person so
acquired;

     

    (viii)        Any
other agreement governing Indebtedness entered into after the Issue Date that
contains encumbrances and restrictions that are not materially more restrictive,
taken as a whole, with respect to any Restricted Subsidiary than those in effect
on the Issue Date with respect to that Restricted Subsidiary pursuant to
agreements in effect on the Issue Date;

     

    (ix)           Customary
provisions in partnership agreements, limited liability company organizational
governance documents, joint venture, asset sale and stock sale agreements and
other similar agreements entered into in the ordinary course of business that
restrict the transfer of ownership interests in such partnership, limited
liability company, joint venture or similar Person;

     

    (x)           Purchase
Money Indebtedness incurred in compliance with Section 6.08 that impose
restrictions of the nature described in clause (c) above on the assets
acquired;


    
      
         


      

      
        -102-

        
          

        

      

      
         


      

    


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

     

    (xii)         Encumbrances
or restrictions contained in security agreements or mortgages securing
Indebtedness of a Restricted Subsidiary to the extent such encumbrances or
restrictions restrict the transfer of assets subject to such security agreements
or mortgages;

     

    (xiii)       
Encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries,
or municipal loan or related agreements entered into in connection with the
incurrence of industrial revenue bonds, permitted to be incurred under this
Indenture; provided,
that any such encumbrances or restrictions are ordinary and customary with
respect to the type of Indebtedness being incurred under the relevant
circumstances and do not, in the good faith judgment of the Board of Directors
of the Issuer, materially impair the Issuer’s ability to make payment on the
Notes when due; and

     

    (xiv) 
      Any encumbrances or restrictions imposed by
any amendments or refinancings of the contracts, instruments or obligations
referred to in clauses (i) through (xiii) above; provided, that such
amendments or refinancings are no more materially restrictive, taken as a whole,
with respect to such encumbrances and restrictions than those prior to such
amendment or refinancing.

     

    
      	
              SECTION 6.14.

            	
              Additional Note
      Guarantees.

            


    

     

    (a)           The
Issuer shall cause each Subsidiary (including any newly formed or newly acquired
Subsidiary or newly designated Restricted Subsidiary) (other than any designated
Unrestricted Subsidiary, Foreign Subsidiary or the Excluded Joint Venture) to,
within twenty (20) days of its acquisition, formation or designation
to:

     

    (i)      
     In case of a newly formed or newly acquired
Subsidiary, be designated as a Restricted Subsidiary;

     

    (ii)           Execute
and deliver to the Trustee (a) a supplemental indenture pursuant to which
such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s
obligations under the Notes and this Indenture, (b) a notation of guarantee
in respect of its Note Guarantee, in each case in form and substance reasonably
satisfactory to the Trustee;

     

    (iii)          Subject
to the terms, conditions and provisions of Section 6.15 and Article 12, pledge
its assets and have its stock pledged as Collateral pursuant to the Security
Documents and execute and deliver to the Trustee (a) a supplement to the
Collateral Agreement, (b) a supplement to the Intercreditor Agreement and
(c) other applicable Security Documents, in each case in form and substance
reasonably satisfactory to the Trustee; and

     

    (iv)          Deliver
to the Trustee one or more opinions of counsel that such documents required by
Section 6.14(a)(i), (x) have been duly authorized, executed and
delivered by such Restricted Subsidiary and (y) constitute a valid and
legally binding obligation of such Restricted Subsidiary in accordance with
their terms.


    
      
         


      

      
        -103-

        
          

        

      

      
         


      

    


    Thereafter,
such Restricted Subsidiary shall be a Guarantor for all purposes of this
Indenture.

     

    (b)          Notwithstanding
Section 6.14(a), a Guarantor will be automatically and unconditionally
released and discharged from its obligations under its Note Guarantee, this
Indenture and the Registration Rights Agreement under the circumstances set
forth in Section 13.05.  The form of the Note Guarantee is
attached hereto as Exhibit B.

     

    
      	
              SECTION 6.15.

            	
              Further
    Assurances.

            


    

     

    To the
extent required by applicable law or the Security Documents, or upon reasonable
request of the Trustee, the Issuer shall, and shall cause each Guarantor to, at
their sole expense, subject to the terms, conditions and provisions of the
Intercreditor Agreement, and the Security Documents
promptly:  (1) execute, acknowledge and deliver such Security
Documents, the Intercreditor Agreement, instruments, financing statements,
certificates, notices and other documents, make such filings, recordations and
take such other actions as may be reasonably required by applicable law or as
may be reasonably necessary or advisable to create and perfect, protect, assure,
transfer, confirm or enforce first priority and second priority (as applicable)
Liens and security interests in respect of the Collateral (including, without
limitation, the filing of financing statements under the Uniform Commercial
Code, and customary short-form security agreements with respect to Intellectual
Property with the U.S. Patent and Trademark Office and the U.S. Copyright Office
and recording of Mortgages on each Material Real Property or other real property
constituting Collateral); and (2) subject to the terms, conditions and
provisions of the Intercreditor Agreement and the Security Documents, promptly
deliver to the Noteholder Collateral Agent certificates, if any, representing
the capital stock and membership interests of the Guarantors.  In
addition, from time to time, the Issuer will reasonably promptly secure the
obligations under the Indenture, Security Documents and Intercreditor Agreement
by pledging or creating, or causing to be pledged or created, perfected security
interests with respect to the Collateral, in each case to the extent reasonably
requested by the Trustee, and in accordance with the Security Documents
(including the Intercreditor Agreement).  Such security interests and
Liens will be created under the Security Documents in form and substance
reasonably satisfactory to the Trustee, and the Issuer shall deliver or cause to
be delivered to Trustee all such instruments and documents (including
certificates, legal opinions, title insurance policies and lien searches) as the
Trustee shall reasonably request to evidence compliance with this
covenant.  The Issuer agrees to provide promptly after reasonable
request by the Trustee such evidence as to the perfection and priority status of
each such security interest and Lien.  In furtherance of the
foregoing, the Issuer will give prompt notice to the Trustee of the acquisition
by it or any of the Guarantors after the Issue Date of any new Material Real
Property.  With respect to any fee interest in any Material Real
Property located in the United States (individually and collectively, the “Premises”) owned by the Issuer
or a Guarantor on the Issue Date or acquired by the Issuer or a Guarantor after
the Issue Date, the Issuer or Guarantor shall, in case of properties existing on
the Issue Date, within 75 days after the Issue Date and, in case of future
acquired properties, within 75 days of such acquisition, as applicable, deliver
to the Noteholder Collateral Agent the following documents and instruments with
respect to any such acquired Material Real Property that does not constitute an
Excluded Asset:


    
      
         


      

      
        -104-

        
          

        

      

      
         


      

    


    (a)          The
Issuer shall deliver to the Noteholder Collateral Agent, as mortgagee, fully
executed counterparts of Mortgages duly executed by the Issuer or the applicable
Guarantor, together with evidence of the completion (or reasonably satisfactory
arrangements for the completion) of all recordings and filings of such Mortgages
(and payment of any taxes or fees in connection therewith) as may be reasonably
necessary to create a valid, perfected Lien against the properties purported to
be covered thereby;

     

    (b)          The
Issuer shall deliver to the Noteholder Collateral Agent, at the Issuer’s sole
cost and expense, mortgagee’s title insurance policies in favor of the
Noteholder Collateral Agent, as mortgagee for the ratable benefit of itself and
the Holders of the Notes in an amount equal to 110% of the net book value of the
applicable Material Real Property (such net book value for each Material Real
Property existing as of the Issue Date is set forth on Schedule II), and in
the form necessary, with respect to the property purported to be covered by such
Mortgage, to insure that that the interests created by the Mortgage constitute
valid Liens thereon free and clear of all Liens other than Permitted Liens, and
such policies shall also include, to the extent available, such other advisable
lenders’ endorsements and shall be accompanied by evidence of the payment in
full of all premiums thereon; and

     

    (c)          The
Issuer shall, or shall cause the Guarantors to, deliver to the Noteholder
Collateral Agent, at the Issuer’s sole cost and expense, with respect to each
such Material Real Property, (i) corporate and local law Opinions of
Counsel, as the Noteholder Collateral Agent or the Trustee shall reasonably
request (which opinions shall confirm, among other things, the due
authorization, execution and delivery and the enforceability of such Mortgages
in accordance with their terms), (ii)  ALTA surveys in form and substance
reasonably acceptable to the title company to cause the title company to remove
the standard survey exception and to issue a survey endorsement with respect to
each of the title policies referenced in Section 6.15(b), and
(iii) such affidavits that the title company shall reasonably request in
connection with the issuance of the title policies referenced in
Section 6.15(b).

     

    
      	
              SECTION 6.16.

            	
              Reports to
    Holders.

            


    

     

    Whether
or not required by the SEC, so long as any Notes are outstanding, the Issuer
will furnish to the Holders of Notes, or file electronically with the SEC
through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or
any successor system), within the time periods that would be applicable to the
Issuer if it were subject to Section 13(a) or 15(d) of the Exchange
Act:

     

    (i)  
         All quarterly and annual
financial and other information that would be required to be contained in a
filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file
these Forms; and

     

    (ii)           All
current reports that would be required to be filed with the SEC on Form 8-K if
the Issuer were required to file these reports.


    
      
         


      

      
        -105-

        
          

        

      

      
         


      

    


    In
addition, whether or not required by the SEC, the Issuer will file a copy of all
of the information and reports referred to in clauses (i) and (ii) above with
the SEC for public availability within the time periods specified in the SEC’s
rules and regulations (unless the SEC will not accept the filing) and make the
information available to securities analysts and prospective investors upon
request.

     

    Notwithstanding
anything to the contrary, the Issuer will be deemed to have complied with its
obligations in the preceding two paragraphs following the filing of the Shelf
Registration Statement and prior to the effectiveness thereof if the Shelf
Registration Statement includes the information specified in clause (i) above at
the times it would otherwise be required to file such Forms.  If any
direct or indirect parent of the Issuer has complied with the reporting
requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and
has furnished the Holders of Notes, or filed electronically with the SEC’s
Electronic Data Gathering, Analysis and Retrieval System (or any successor
system), the reports described herein with respect to such parent (including any
financial information required by Regulation S-X relating to the Issuer and
the Guarantors), the Issuer shall be deemed to be in compliance with the
provisions of this Section 6.16.

     

    The
Issuer and the Guarantors have agreed that, for so long as any Notes remain
outstanding, the Issuer will furnish to the Holders 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.  Until
the filing of the Shelf Registration Statement, nothing herein shall be
construed to require the Issuer to include in any such reports any information
specified in Rule 3-10 or 3-16 of Regulation S-X.

     

    
      	
              SECTION 6.17.

            	
              Limitations on Designation of
      Unrestricted Subsidiaries.

            


    

     

    (a)           The
Issuer may designate any Subsidiary (including any newly formed or newly
acquired Subsidiary) of the Issuer as an “Unrestricted Subsidiary” under this
Indenture (a “Designation”) only
if:

     

    (i)  
         No Default shall have
occurred and be continuing at the time of or after giving effect to such
Designation; and

     

    (ii)           Either
(A) the Subsidiary to be so Designated has total assets of $1,000 or less;
or (B) the Issuer would be permitted to make, at the time of such
Designation, (x) a Permitted Investment or (y) an Investment pursuant
to Section 6.09(a), in either case, in an amount (the “Designation Amount”) equal to
the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary
on such date.

     

    (b)           No
Subsidiary shall be Designated as an “Unrestricted Subsidiary” if such
Subsidiary or any of its Subsidiaries owns (i) (A) any Equity Interests
(other than Qualified Equity Interests) of the Issuer or (B) any Equity
Interests of any Restricted Subsidiary that is not a Subsidiary of the
Subsidiary to be so Designated or (ii) is a Person with respect to which neither
the Issuer nor any Restricted Subsidiary has any direct or indirect obligations
(A) to subscribe for additional Equity Interests or (B) to maintain or
preserve the Person’s financial condition or cause the Person to achieve any
specified levels of operating results, unless such obligation is a Permitted
Investment or is otherwise permitted under Section 6.09.


    
      
         


      

      
        -106-

        
          

        

      

      
         


      

    


    (c)           If,
at any time, any Unrestricted Subsidiary fails to meet the requirements of
Section 6.17(a) and (b) as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of the Subsidiary and any Liens on assets of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the
date and, if the Indebtedness is not permitted to be incurred under
Section 6.08 or the Lien is not permitted under Section 6.10, the
Issuer shall be in default of the applicable Section.

     

    (d)          The
Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a
“Redesignation”) only
if:

     

    (i)      
     No Default shall have occurred and be continuing
at the time of and after giving effect to such Redesignation; and

     

    (ii)           All
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding
immediately following such Redesignation would, if incurred or made at such
time, have been permitted to be incurred or made for all purposes of this
Indenture.

     

    (e)          All
Designations and Redesignations must be evidenced by resolutions of the Board of
Directors of the Issuer, delivered to the Trustee, certifying compliance with
the foregoing provisions.

     

    
      	
              SECTION 6.18.

            	
              Limitation on the Issuance or Sale of
      Equity Interests of Restricted
  Subsidiaries.

            


    

     

    [RESERVED]

     

    
      	
              SECTION 6.19.

            	
              Information Regarding
      Collateral.

            


    

     

    (a)          The
Issuer will furnish to the Noteholder Collateral Agent and the Trustee, with
respect to the Issuer or any Guarantor, prompt written notice at least fifteen
(15) days prior to any change in such Person’s (i) corporate name,
(ii) jurisdiction of organization or formation, (iii) identity or
corporate structure or (iv) Federal Taxpayer Identification
Number.  The Issuer also agrees promptly to notify the Noteholder
Collateral Agent and the Trustee if any material portion of the Collateral is
damaged or destroyed.

     

    (b)          Each
year, at the time of delivery of the annual financial statements with respect to
the preceding fiscal year, the Issuer shall deliver to the Trustee a certificate
of a financial officer setting forth the information required pursuant to the
Perfection Certificate or confirming that there has been no change in such
information since the date of the prior delivered Perfection
Certificate.


    
      
         


      

      
        -107-

        
          

        

      

      
         


      

    


    
      	
              SECTION 6.20.

            	
              Impairment of Security
      Interest.

            


    

     

    The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, take
or knowingly or negligently omit to take, any action which action or omission
would reasonably be expected to have the result of materially impairing the
security interest with respect to the Collateral for the benefit of Noteholder
Secured Parties, except as expressly permitted by Articles Eleven or Twelve, the
Security Documents or the Intercreditor Agreement.

     

    
      	
              SECTION 6.21.

            	
              Insurance.

            


    

     

    (a)          The
Issuer and Guarantors (x) will cause any insurance policies covering any
Collateral to be endorsed or otherwise amended to include a customary lender’s
loss payable endorsement, in form and substance reasonably satisfactory to the
Trustee, which endorsement shall provide that, from and after the Issue Date,
subject to the terms, conditions and provisions of the Intercreditor Agreement,
if the insurance carrier shall have received written notice from the Trustee of
the occurrence and continuance of an Event of Default, the insurance carrier
shall pay all proceeds otherwise payable to the Grantors under such policies
directly to the Trustee during the continuance of an Event of Default;
(y) cause each such policy to provide that it shall not be canceled,
modified or not renewed (i) by reason of nonpayment of premium upon not
less than 10 days’ prior written notice thereof by the insurer to the Trustee
(giving the Trustee the right to cure defaults in the payment of premiums) or
(ii) for any other reason upon not less than 30 days’ prior written notice
thereof by the insurer to the Trustee; (c) will deliver to the Trustee,
prior to the cancellation, modification or nonrenewal of any such policy of
insurance, a draft copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Trustee) and reasonably promptly
thereafter deliver a duplicate original copy of such policy together with
evidence reasonably satisfactory to the Trustee of payment of the premium as
required by such insurance.

     

    (b)          The
Grantors will notify the Trustee promptly whenever any separate insurance
concurrent in form or contributing in the event of loss with that required to be
maintained under this covenant is taken out by any Grantor; and promptly deliver
to the Trustee a duplicate copy of such policy or policies.

     

    
      	
              SECTION 6.22.

            	
              Consolidated Secured Debt
      Ratio.

            


    

     

    Commencing
April 1, 2012, the Issuer will not permit the Consolidated Secured Debt Ratio as
at the last day of each fiscal month for any period set forth below to
exceed:

     

    
      
        
          
            
              	
                      Period

                    	 	
                      Consolidated

                      Secured Debt Ratio

                    
	
                      April
      1, 2012 — March 31, 2013

                    	 	
                      7.50
      : 1.00

                    
	
                      April
      1, 2013 — March 31, 2014

                    	 	
                      7.00
      : 1.00

                    
	
                      April
      1, 2014 — March 31, 2015

                    	 	
                      6.75
      : 1.00

                    
	
                      April
      1, 2015 — and thereafter

                    	 	
                      6.50
      : 1.00

                    


            

          

        

      

    

     

    
      
         


      

      
        -108-

        
          

        

      

      
         


      

    


    ARTICLE SEVEN


     

    SUCCESSOR
CORPORATION

     

    
      	
              SECTION 7.01.

            	
              Mergers, Consolidations,
      Etc.

            


    

     

    (a)          The
Issuer will not, directly or indirectly, in a single transaction or a series of
related transactions, (i) consolidate or merge with or into another Person
(other than a merger with an Affiliate solely for the purpose of and with the
effect of changing the Issuer’s jurisdiction of incorporation to another State
of the United States or forming a holding company for the Issuer (provided that such holding
company becomes a Guarantor)), or sell, lease, transfer, convey or otherwise
dispose of or assign all or substantially all of the assets of the Issuer or the
Issuer and the Restricted Subsidiaries (taken as a whole) or (ii) adopt a
Plan of Liquidation unless, in either case:

     

    (i)     
      Either:

     

    (1)           The
Issuer will be the surviving or continuing Person; or

     

    (2)           The
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) (collectively,
the “Successor”) is a corporation,
limited liability company or limited partnership organized and existing under
the laws of any State of the United States or the District of Columbia, and the
Successor expressly assumes, by supplemental indenture, security documents and
intercreditor agreement in form and substance reasonably satisfactory to the
Trustee, all of the obligations of the Issuer under the Notes, this Indenture,
the applicable Security Documents, the Intercreditor Agreement and the
Registration Rights Agreement; provided, that if such Person
is a limited liability company or a partnership, such Person will form a Wholly
Owned Restricted Subsidiary that is a corporation and cause such Subsidiary to
become a co-issuer of the Notes; and

     

    (ii)           Immediately
prior to and immediately after giving effect to such transaction and the
assumption of the obligations as set forth in clause (i)(B) above and the
incurrence of any Indebtedness to be incurred in connection therewith, and the
use of any net proceeds therefrom on a pro forma basis, no Default shall have
occurred and be continuing.

     

    For
purposes of this Section 7.01(a), any Indebtedness of the Successor which
was not Indebtedness of the Issuer immediately prior to the transaction shall be
deemed to have been incurred in connection with such transaction.

     

    (b)          Except
as provided in Section 13.05, no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
Person, unless:

     

    (i)      
     Either:


    
      
         


      

      
        -109-

        
          

        

      

      
         


      

    


    (1)           Such
Guarantor will be the surviving or continuing Person; or

     

    (2)           The
Person formed by or surviving any such consolidation or merger assumes, by
supplemental indenture, security documents and intercreditor agreement in form
and substance reasonably satisfactory to the Trustee, all of the obligations of
such Guarantor under the Note Guarantee of such Guarantor, this Indenture, the
applicable Security Documents, the Intercreditor Agreement and the Registration
Rights Agreement, and is a corporation, limited liability company or limited
partnership organized and existing under the laws of any State of the United
States or the District of Columbia; and

     

    (ii)           Immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing.

     

    (c)           For
purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Issuer, will be deemed to be the transfer of
all or substantially all of the properties and assets of the
Issuer.

     

    (d)           Upon
any consolidation, combination or merger of the Issuer or a Guarantor, or any
transfer of all or substantially all of the assets of the Issuer in accordance
with the foregoing, in which the Issuer or such Guarantor is not the continuing
obligor under the Notes or its Note Guarantee, except as provided in
Section 13.05, the surviving entity formed by such consolidation or into
which the Issuer or such Guarantor is merged or the Person to which the
conveyance, lease or transfer is made will succeed to, and be substituted for,
and may exercise every right and power of, the Issuer or such Guarantor under
this Indenture, the Notes, the Note Guarantees, the Security Documents and
Intercreditor Agreement with the same effect as if such surviving entity had
been named therein as the Issuer or such Guarantor and, except in the case of a
lease, the Issuer or such Guarantor, as the case may be, will be released from
the obligation to pay the principal of and interest on the Notes or in respect
of its Note Guarantee, as the case may be, and all of the Issuer’s or such
Guarantor’s other obligations and covenants under the Notes, this Indenture and
its Note Guarantee, if applicable.

     

    (e)           Notwithstanding
the foregoing, any Restricted Subsidiary may consolidate with, merge with or
into or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all of its assets to the Issuer or another
Restricted Subsidiary; provided, that if any party
to any such transaction is a Note Party, the surviving entity, as the case may
be, shall be a Note Party.


    
      
         


      

      
        -110-

        
          

        

      

      
         


      

    

    ARTICLE EIGHT

     

    DEFAULT
AND REMEDIES

     

    
      
        	
                SECTION
      8.01.

              	
                Events of
      Default.

              


      

    

     

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

     

    (i) 
         Failure by the Issuer to pay interest on any
of the Notes when it becomes due and payable and the continuance of any such
failure for thirty (30) days;

     

    (ii) 
        Failure by the Issuer to pay the principal on any of
the Notes when it becomes due and payable, whether at Stated Maturity, upon
redemption, upon a Fundamental Change of Control Purchase Date, upon
acceleration or otherwise;

     

    (iii) 
       Failure by the Issuer to comply with its obligations
to convert Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right herein and such failure continues for a period of ten (10)
days;

     

    (iv) 
       Failure by the Issuer to provide a Fundamental Change
of Control Notice to Holders in accordance with the terms of this Indenture and
such failure continues for a period of ten (10) days;

     

    (v) 
        Failure by the Issuer to issue Additional Shares or
make the relevant Make Whole Payment in accordance with this Indenture and such
failure continues for a period of ten (10) days;

     

    (vi) 
       Failure by the Issuer to pay the Cash Conversion
Amount in accordance with this Indenture and such failure continues for a period
of fifteen (15) days;

     

    (vii) 
      Failure by the Issuer to comply with Section 7.01 or
in respect of its obligations to purchase Notes upon a Fundamental Change of
Control as described in Section 3.01 (whether or not such compliance is
prohibited by the subordination provisions of this Indenture);

     

    (viii) 
     Failure by the Issuer or any Guarantor (A) to comply with
any other agreement or covenant in this Indenture (other than
Section 6.22), the Security Documents or the Intercreditor Agreement and
continuance of this failure for 60 days after notice of the failure has been
given to the Issuer by the Trustee or by the Holders of at least 25% of the
aggregate principal amount of the Notes then outstanding and (B) to comply with
the covenant provided in Section 6.22 and continuance of this failure to
comply for 30 days after notice of the failure has been given to the Issuer by
the Trustee or by Holders of at least 25% of the aggregate principal amount of
the Notes then outstanding;

     

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

       

    

    (ix) 
        Event of default under any mortgage, indenture or
other instrument or agreement under which there is issued Indebtedness of the
Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is
incurred after the Issue Date, if such event of default is a default relating to
a failure to pay at stated maturity thereof or would enable or permit the holder
or holders thereof or any trustee or agent on their behalf to cause such
Indebtednesss to become due and payable prior to scheduled maturity and such
event of default continues for a period of twenty (20) days,  provided, that the principal
amount of such Indebtedness, together with any other Indebtedness with respect
to which a default has occurred and is continuing, aggregates $10.0 million or
more;

     

    (x) 
         One or more final non-appealable judgments or
orders that exceed $10.0 million in the aggregate (net of amounts covered by
insurance or bonded) for the payment of money have been entered by a court or
courts of competent jurisdiction against the Issuer or any Restricted Subsidiary
and such judgment or judgments have not been satisfied, stayed, annulled,
discharged or rescinded within 60 days after the applicable judgment becomes
final and non-appealable;

     

    (xi) 
        The Issuer or any Significant Subsidiary pursuant to
or within the meaning of any Bankruptcy Law:

     

    (1) 
         Commences a voluntary case,

     

    (2) 
         Consents to the entry of an order for relief
against it in an involuntary case,

     

    (3) 
         Consents to the appointment of a Custodian of
it or for all or substantially all of its assets, or

     

    (4) 
         Makes a general assignment for the benefit of
its creditors;

     

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

     

    (1) 
         Is for relief against the Issuer or any
Significant Subsidiary as debtor in an involuntary case,

     

    (2) 
         Appoints a Custodian of the Issuer or any
Significant Subsidiary or a Custodian for all or substantially all of the assets
of the Issuer or any Significant Subsidiary, or

     

    (3) 
         Orders the liquidation of the Issuer or any
Significant Subsidiary,

     

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

     

    (xiii) 
      Any Note Guarantee of any Significant Subsidiary ceases to
be in full force and effect (other than in accordance with the terms of such
Note Guarantee and this Indenture) or is declared null and void and
unenforceable or found to be invalid or any Guarantor denies its liability under
its Note Guarantee (other than by reason of release of a Guarantor from its Note
Guarantee in accordance with the terms of this Indenture and the Note
Guarantee); or

     

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

       

    

    (xiv) 
      Any security interest and Lien purported to be created by
any Security Document with respect to any Collateral, individually or in the
aggregate, having a fair market value in excess of $5.0 million at any time
shall cease to be in full force and effect, or shall cease to give the
Noteholder Collateral Agent, for the benefit of the applicable Noteholder
Secured Parties, the Liens, rights, powers and privileges purported to be
created and granted thereby (including a perfected first priority security
interest in and Lien on, all of the Collateral thereunder (except as otherwise
expressly provided in the Indenture, the Intercreditor Agreement or Security
Documents)) in favor of the Noteholder Collateral Agent, or shall be asserted by
the Issuer or any other Guarantor not to be, (or any action shall be taken by
the Issuer or any Guarantor to discontinue unless otherwise permitted) a valid,
perfected, first priority (except as otherwise expressly provided in the
Indenture, the Intercreditor Agreement or Security Documents) security interest
in or Lien on the Collateral covered thereby; except in each case to the extent
that any such loss of perfection or priority results from the failure of the
Trustee or Noteholder Collateral Agent to maintain possession of certificates
actually delivered to it representing securities pledged under the Security
Documents) or take other actions required to maintain the creation, perfection
or priority of such security interest and Lien.

     

    
      	
              SECTION 8.02.

            	
              Acceleration.

            


    

     

    If an
Event of Default specified in clause (xi) or (xii) of Section 8.01 with
respect to the Issuer occurs, all outstanding Notes shall become due and payable
without any further action or notice.  If an Event of Default (other than
an Event of Default specified in clause (xi) or (xii) of Section 8.01 with
respect to the Issuer) shall have occurred and be continuing under this
Indenture, the Trustee, by written notice to the Issuer, or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding, by
written notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) all
amounts owing under the Notes to be due and payable immediately.  Upon such
acceleration declaration, the aggregate principal of and accrued and unpaid
interest on the outstanding Notes shall become due and payable immediately;
provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of such outstanding Notes may
rescind and annul such acceleration:

     

    (i) 
         If the rescission would not conflict with any
judgment or decree;

     

    (ii) 
         If all existing Events of Default have been
cured or waived except nonpayment of principal and interest that has become due
solely because of this acceleration;

     

    (iii)         
To the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid;

     

    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

       

    

    (iv) 
       If the Issuer has paid to the Trustee its reasonable
compensation and reimbursed the Trustee of its expenses, disbursements and
advances; and

     

    (v)         
In the event of a cure or waiver of an Event of Default of the type set forth in
Section 8.01(xi) or (xii), the Trustee shall have received an Officers’
Certificate and an Opinion of Counsel that such Event of Default has been cured
or waived.

     

    No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

     

    
      	
              SECTION 8.03.

            	
              Other
      Remedies.

            


    

     

    Subject
to the terms, conditions, and provisions of the Intercreditor Agreement, an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or interest on, the 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 in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default.  No remedy is exclusive of any
other remedy.  All available remedies are cumulative to the extent
permitted by law.

     

    
      	
              SECTION 8.04.

            	
              Waiver of Past
      Defaults.

            


    

     

    Subject
to Sections 2.09, 8.07 and 11.02, the Holders of a majority in principal
amount of the outstanding Notes (which may include consents obtained in
connection with a tender offer or exchange offer of Notes) by notice to the
Trustee may waive an existing Default and its consequences, except a continuing
Default in the payment of principal of, or interest on, any Note as specified in
Section 8.01(i) or (ii); 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.  The Issuer shall deliver to
the Trustee an Officers’ Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such
consents.  When a Default is waived, it is cured and ceases.

     

    
      	
              SECTION 8.05.

            	
              Control by
      Majority.

            


    

     

    The
Holders of not less than a majority in principal amount of the outstanding Notes
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it.  Subject to Section 9.01, however, the Trustee may refuse to
follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another Holder, or
that may involve the Trustee in personal liability; provided, that the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

     

    
      
        
        

      

      
        -114-

        
          

        

      

      
        
        

      

       

    

    In the
event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification against any loss or
expense caused by taking such action or following such direction.

     

    
      	
              SECTION 8.06.

            	
              Limitation on
      Suits.

            


    

     

    No Holder
will have any right to institute any proceeding with respect to this Indenture
or for any remedy thereunder, unless the Trustee:

     

    (i) 
         has failed to act for a period of 60 days
after receiving written notice of a continuing Event of Default by such Holder
and a request to act by Holders of at least 25% in aggregate principal amount of
Notes outstanding;

     

    (ii)         
has been offered indemnity satisfactory to it in its reasonable judgment;
and

     

    (iii)         has
not received from the Holders of a majority in aggregate principal amount of the
outstanding Notes a direction inconsistent with such request.

     

    However,
such limitations do not apply to a suit instituted by a Holder of any Note for
enforcement of payment of the principal of or interest on such Note on or after
the due date therefor (after giving effect to the grace period specified in
Section 8.01(i)).

     

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

     

    
      	
              SECTION 8.07.

            	
              Rights of Holders to
      Receive Payment.

            


    

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, and interest on, a Note, on or after the respective due
dates therefor, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of the Holder.

     

    
      	
              SECTION 8.08.

            	
              Collection Suit by
      Trustee.

            


    

     

    If a
Default in payment of principal or interest specified in Section 8.01(i) or
(ii) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Issuer or any other obligor on
the Notes for the whole amount of principal and accrued interest and fees
remaining unpaid, together with interest on overdue principal and, to the extent
that payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate per annum borne by the Notes
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.

     

    
      
        
        

      

      
        -115-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 8.09.

            	
              Trustee May File
      Proofs of Claim.

            


    

     

    The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relating to the Issuer, their creditors or their property and shall be entitled
and empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each 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 agent and counsel, and any other amounts due the
Trustee under Section 9.07.  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 thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.  The Trustee shall be entitled to participate as a member of
any official committee of creditors in the matters as it deems necessary or
advisable.

     

    
      	
              SECTION 8.10.

            	
              Priorities.

            


    

     

    If the
Trustee or Noteholder Collateral Agent collects any money or property pursuant
to this Article Eight, it shall pay out the money or property (subject to
the Intercreditor Agreement) in the following order:

     

    First: 
to the Trustee and Noteholder Collateral Agent for amounts due under
Section 9.07 or Section 12.11;

     

    Second: 
to Holders for interest accrued on the Notes, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
interest;

     

    Third: 
to Holders for principal amounts due and unpaid on the Notes, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Notes for principal; and

     

    Fourth: 
to the Issuer or, if applicable, the Guarantors, as their respective interests
may appear.

     

    The
Trustee, upon prior notice to the Issuer, may fix a record date and payment date
for any payment to Holders pursuant to this Section 8.10.

     

    
      
        
        

      

      
        -116-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 8.11.

            	
              Undertaking for
      Costs.

            


    

     

    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee or Noteholder Collateral Agent for any action taken or
omitted by it as Trustee or Noteholder Collateral Agent, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This
Section 8.11 does not apply to a suit by the Trustee or Noteholder
Collateral Agent, a suit by a Holder pursuant to Section 8.07, or a suit by
a Holder or Holders of more than 10% in principal amount of the outstanding
Notes.

     

    ARTICLE NINE

    
    

    TRUSTEE

     

    
      	
              SECTION 9.01.

            	
              Duties of
      Trustee.

            


    

     

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

     

    (b) 
         Except during the continuance of a
Default:

     

    (i) 
         The Trustee need perform only those duties as
are specifically set forth herein or in the Trust Indenture Act and no duties,
covenants, responsibilities or obligations shall be implied in this Indenture
against the Trustee.

     

    (ii) 
         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 (including
Officers’ Certificates) or opinions (including Opinions of Counsel and opinions
relating to fair market value) furnished to the Trustee and conforming to the
requirements of this Indenture.  However, in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture.

     

    (c) 
         Notwithstanding anything to the contrary
herein, the Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

     

    (i) 
         This paragraph does not limit the effect of
Section 9.01(b).

     

    (ii) 
         The Trustee shall 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.

     

    (iii)         
The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 8.05.

     

    
      
        
        

      

      
        -117-

        
          

        

      

      
        
        

      

       

    

    (d) 
         No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or to take or omit
to take any action under this Indenture or take any action at the request or
direction of Holders if it shall have reasonable grounds for believing that
repayment of such funds is not assured to it.

     

    (e) 
         Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to this Section 9.01.

     

    (f) 
         The Trustee shall 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) 
         In the absence of bad faith, negligence or
willful misconduct on the part of the Trustee, the Trustee shall not be
responsible for the application of any money by any Paying Agent other than the
Trustee.

     

    
      	
              SECTION 9.02.

            	
              Rights of
      Trustee.

            


    

     

    Subject
to Section 9.01:

     

    (a) 
         The Trustee may rely conclusively on any
resolution, certificate (including any Officers’ Certificate), statement,
instrument, opinion (including any Opinion of Counsel), notice, request,
direction, consent, order, bond, debenture, or other paper or document believed
by it to be genuine and to have been signed or presented by the proper
Person.  The Trustee need not investigate any fact or matter stated in the
document.

     

    (b) 
         Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate and an Opinion of Counsel, which
shall conform to the provisions of Section 14.05.  The Trustee shall
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.

     

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

     

    (d) 
         The Trustee shall not be liable for any action
it takes or omits to take in good faith which it reasonably believes to be
authorized or within its rights or powers under this Indenture.

     

    (e) 
         The Trustee may consult with counsel of its
selection and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

     

    (f) 
         The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders pursuant to the provisions of
this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby.

     

    
      
        
        

      

      
        -118-

        
          

        

      

      
        
        

      

       

    

    (g) 
         The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate
(including any Officers’ Certificate), statement, instrument, opinion (including
any Opinion of Counsel), notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to the Issuer, to
examine the books, records, and premises of the Issuer, personally or by agent
or attorney at the sole cost of the Issuer.

     

    (h) 
         The Trustee shall not be required to give any
bond or surety in respect of the performance of its powers and duties
hereunder.

     

    (i) 
          The permissive rights of the Trustee to do
things enumerated in this Indenture shall not be construed as
duties.

     

    (j) 
          Except with respect to Section 6.01
and 6.06, the Trustee shall have no duty to inquire as to the performance of the
Issuer with respect to the covenants contained in Article Six.  In
addition, the Trustee shall not be deemed to have knowledge of an Event of
Default except (i) any Default or Event of Default occurring pursuant to
Sections 6.01, 8.01(i) or 8.01(ii) or (ii) any Default or Event of
Default of which the Trustee shall have received written
notification.

     

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

     

    (l) 
          Delivery of reports to the Trustee pursuant
to Section 6.16 hereof shall not constitute actual knowledge of, or notice
to, the Trustee of the information contained therein.

     

    
      	
              SECTION 9.03.

            	
              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, its Subsidiaries or its
respective Affiliates with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like rights.  However, the
Trustee must comply with Sections 9.10 and 9.11.

     

    
      	
              SECTION 9.04.

            	
              Trustee’s
      Disclaimer.

            


    

     

    The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Issuer’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuer in this Indenture or any document
issued in connection with the sale of Notes or any statement in the Notes other
than the Trustee’s certificate of authentication.  The Trustee makes no
representations with respect to the effectiveness or adequacy of this
Indenture.

     

    
      
        
        

      

      
        -119-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 9.05.

            	
              Notice of
      Default.

            


    

     

    If a
Default occurs and is continuing and the Trustee receives actual notice of such
Default, the Trustee shall mail to each Holder notice of the uncured Default
within 30 days after such Default occurs.  Except in the case of a Default
in payment of principal of, or interest on, any Note, including an accelerated
payment and the failure to make a payment on the Change of Control Payment Date
pursuant to a Change of Control Offer or the Net Proceeds Payment Date pursuant
to a Net Proceeds Offer, or a Default in complying with the provisions of
Article Seven, the Trustee may withhold the notice if and so long as the
Board of Directors, the executive committee, or a trust committee of directors
and/or Responsible Officers, of the Trustee in good faith determines that
withholding the notice is in the interest of the Holders.

     

    
      	
              SECTION 9.06.

            	
              Reports by Trustee to
      Holders.

            


    

     

    Within 60
days after each September 1, beginning with September 1, 2011, the Trustee
shall, to the extent that any of the events described in Trust Indenture Act
§ 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Holder a brief report dated as of such date that complies with
Trust Indenture Act § 313(a).  The Trustee also shall comply with
Trust Indenture Act §§ 313(b), 313(c) and 313(d).

     

    A copy of
each report at the time of its mailing to Holders shall be mailed to the Issuer
and filed with the SEC and each securities exchange, if any, on which the Notes
are listed.

     

    The
Issuer shall notify the Trustee if the Notes become listed on any securities
exchange or of any delisting thereof and the Trustee shall comply with Trust
Indenture Act § 313(d).

     

    
      	
              SECTION 9.07.

            	
              Compensation and
      Indemnity.

            


    

     

    The
Issuer shall pay to the Trustee from time to time such compensation as the
Issuer and the Trustee shall from time to time agree in writing for its services
hereunder.  The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust.  The Issuer shall reimburse
the Trustee upon request for all reasonable disbursements, expenses and advances
(including reasonable fees and expenses of counsel) incurred or made by it in
addition to the compensation for its services, except any such disbursements,
expenses and advances as may be attributable to the Trustee’s negligence, bad
faith or willful misconduct.  Such expenses shall include the reasonable
fees and expenses of the Trustee’s agents and counsel.

     

    
      
        
        

      

      
        -120-

        
          

        

      

      
        
        

      

       

    

    The
Issuer shall indemnify each of the Trustee or any predecessor Trustee and its
agents for, and hold them harmless against, any and all loss, damage, claims
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), liability or expense (including reasonable fees and
expenses of counsel) incurred by them except for such actions to the extent
caused by any negligence, bad faith or willful misconduct on their part, arising
out of or in connection with the acceptance or administration of this trust
including the reasonable costs and expenses of defending themselves against or
investigating any claim or liability in connection with the exercise or
performance of any of the Trustee’s rights, powers or duties hereunder
(including the costs and expenses of enforcing this Indenture against the Issuer
or the Guarantors (including this Section 9.07)).  The Trustee shall
notify the Issuer promptly of any claim asserted against the Trustee or any of
its agents for which it may seek indemnity, provided, however, that the failure to
so notify the Issuer shall not relieve the Issuer of any liability that it may
have to the Trustee hereunder (except to the extent that the Issuer is
materially prejudiced or otherwise forfeits substantive rights or defenses by
reason of such failure).  The Issuer shall defend the claim and the Trustee
shall cooperate in the defense.  The Trustee and its agents subject to the
claim may have separate counsel and the Issuer shall pay the reasonable fees and
expenses of such counsel; provided, however, that the Issuer will
not be required to pay such fees and expenses if there is no conflict of
interest between the Issuer and the Trustee and its agents subject to the claim
in connection with such defense as reasonably determined by the Trustee. 
The Issuer need not pay for any settlement made without its written consent,
which consent shall not be unreasonably withheld or delayed.  The Issuer
need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through the Trustee’s negligence, bad faith or
willful misconduct.

     

    To secure
the Issuer’s payment obligations in this Section 9.07, the Trustee shall
have a Lien prior to the Notes against all money or property held or collected
by the Trustee, in its capacity as Trustee, except money or property held in
trust to pay principal and interest on particular Notes.

     

    When the
Trustee incurs expenses or renders services after a Default specified in
Section 8.01(xi) or (xii) occurs, such expenses and the compensation for
such services shall be paid to the extent allowed under any Bankruptcy
Law.

     

    Notwithstanding
any other provision in this Indenture, the foregoing provisions of this
Section 9.07 shall survive the satisfaction and discharge of this Indenture
or the appointment of a successor Trustee.

     

    
      	
              SECTION 9.08.

            	
              Replacement of
      Trustee.

            


    

     

    The
Trustee may resign at any time by so notifying the Issuer in writing.  The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Issuer and the Trustee and may appoint a
successor Trustee.  The Issuer may remove the Trustee if:

     

    (i) 
         The Trustee fails to comply with
Section 9.10;

     

    (ii)         
The Trustee is adjudged a bankrupt or an insolvent;

     

    (iii)         A
receiver or other public officer takes charge of the Trustee or its property;
or

     

    (iv)         The
Trustee becomes incapable of acting.

     

    
      
        
        

      

      
        -121-

        
          

        

      

      
        
        

      

       

    

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Issuer shall notify each Holder of such event and shall
promptly appoint a successor Trustee.  Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the Notes
may appoint a successor Trustee to replace the successor Trustee appointed by
the Issuer.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuer.  Immediately after that, the retiring
Trustee shall transfer, after payment of all sums then owing to the Trustee
pursuant to Section 9.07, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 9.07, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  A successor Trustee shall mail notice of its
succession to each Holder.

     

    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 principal amount of the outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee at the expense
of the Issuer.

     

    If the
Trustee fails to comply with Section 9.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     

    Notwithstanding
replacement of the Trustee pursuant to this Section 9.08, the Issuer’s
obligations under Section 9.07 shall continue for the benefit of the
retiring Trustee.

     

    
      	
              SECTION 9.09.

            	
              Successor Trustee by
      Merger, Etc.

            


    

     

    If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall, if
such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee; provided, that such
corporation shall be otherwise qualified and eligible under this
Article Nine.

     

    
      	
              SECTION 9.10.

            	
              Eligibility;
      Disqualification.

            


    

     

    This
Indenture shall always have a Trustee who satisfies the requirement of Trust
Indenture Act §§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee
shall have a combined capital and surplus of at least $50.0 million as set forth
in its most recent published annual report of condition.  The Trustee shall
comply with Trust Indenture Act § 310(b); provided, however, that there shall be
excluded from the operation of Trust Indenture Act § 310(b)(1) any
indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Issuer are outstanding, if
the requirements for such exclusion set forth in Trust Indenture Act
§ 310(b)(1) are met.  The provisions of Trust Indenture Act § 310
shall apply to the Issuer and any other obligor of the Notes.

     

    
      
        
        

      

      
        -122-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 9.11.

            	
              Preferential
      Collection of Claims Against the
Issuer.

            


    

     

    The
Trustee, in its capacity as Trustee hereunder, shall comply with Trust Indenture
Act § 311(a), excluding any creditor relationship listed in Trust Indenture
Act § 311(b).  A Trustee who has resigned or been removed shall be
subject to Trust Indenture Act § 311(a) to the extent
indicated.

     

    
      	
              SECTION 9.12.

            	
              Notice of Payment of
      Additional Interest.

            


    

     

    In the
event that the Issuer is required to pay Additional Interest pursuant to the
terms of the Registration Rights Agreement, the Issuer shall provide a written
notice to the Trustee of the Issuer’s obligation to pay Additional Interest no
later than 15 days prior to the next Interest Payment Date, which notice shall
set forth the amount of the Additional Interest to be paid by the Issuer. 
The Trustee shall not at any time be under any duty or responsibility to any
Holders to determine whether Additional Interest is payable and the amount
thereof.

     

    ARTICLE TEN

     

    DISCHARGE
OF INDENTURE; DEFEASANCE

     

    
      	
              SECTION 10.01.

            	
              Termination of the
      Issuer’s Obligations.

            


    

     

    The
Issuer may terminate its obligations under the Notes, this Indenture and the
Security Documents and the obligations of the Guarantors under the Note
Guarantees, this Indenture and the Security Documents and this Indenture and the
Security Documents shall cease to be of further effect, except those obligations
referred to in the penultimate paragraph of this Section 10.01,
if:

     

    (i) 
         All the Notes that have been authenticated and
delivered (except lost, stolen or destroyed Notes which have been replaced or
paid and Notes for whose payment money has been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or
discharged from this trust) have been delivered to the Trustee for cancellation,
or

     

    (ii) 
         (a)  All Notes not delivered to the
Trustee for cancellation otherwise have become due and payable, will become due
and payable, or may be called for redemption, within one year and the Issuer has
irrevocably deposited or caused to be deposited with the Trustee funds in trust
sufficient to pay and discharge the entire Indebtedness (including all principal
and accrued interest) on the Notes not theretofore delivered to the Trustee for
cancellation,

     

    (1) 
         The Issuer has paid all sums then due and
payable by it under this Indenture, and

     

    (2) 
         The Issuer has delivered irrevocable
instructions to the Trustee to apply the deposited money toward the payment of
the Notes at maturity or on the Redemption Date, as the case may
be.

     

    
      
        
        

      

      
        -123-

        
          

        

      

      
        
        

      

       

    

    In
addition, the Issuer must deliver an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent to satisfaction and discharge have
been complied with.

     

    In the
case of clause (ii) of this Section 10.01, and subject to the next sentence
and notwithstanding the foregoing paragraph, the Issuer’s obligations in
Sections 2.05, 2.06, 2.07, 2.08, Article Five, 6.01, 6.02, 6.03 (as to
legal existence of the Issuer only), 9.07, 10.05 and 10.06 shall survive until
the Notes are no longer outstanding pursuant to the last paragraph of
Section 2.08.  After the Notes are no longer outstanding, the Issuer’s
obligations in Sections 9.07, 10.05 and 10.06 shall survive.

     

    After
such delivery or irrevocable deposit, the Trustee upon request shall acknowledge
in writing the discharge of the Issuer’s obligations under the Notes and this
Indenture except for those surviving obligations specified above.

     

    
      	
              SECTION 10.02.

            	
              Legal Defeasance and
      Covenant Defeasance.

            


    

     

    (a) 
         The Issuer may, at its option and at any time,
elect to have either paragraph (b) or (c) below be applied to all
outstanding Notes upon compliance with the conditions set forth in
Section 10.03.

     

    (b) 
         Upon the Issuer’s exercise under
Section 10.02(a) hereof of the option applicable to this
Section 10.02(b), the Issuer and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 10.03, be deemed to
have been discharged from their obligations with respect to all outstanding
Notes, Note Guarantees and the Security Documents 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 shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, the Note Guarantees, this Indenture and the Security
Documents which shall thereafter be deemed to be “outstanding” only for the
purposes of Section 10.04 hereof and the other Sections of this
Indenture referred to in (i)and (ii)below, and to have satisfied all its other
obligations under such Notes and this Indenture and the Guarantors shall be
deemed to have satisfied all of their obligations under the Note Guarantees,
this Indenture and the Security Documents (and the Trustee and the Noteholder
Collateral Agent, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged
hereunder:

     

    (i) 
         The rights of Holders of outstanding Notes to
receive, solely from the trust fund described in Section 10.04 hereof, and
as more fully set forth in such Section 10.04, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due;

     

    (ii) 
         The Issuer’s obligations with respect to such
Notes under Article Two and Section 6.02 hereof;

     

    
      
        
        

      

      
        -124-

        
          

        

      

      
        
        

      

       

    

    (iii) 
         The rights, powers, trusts, duties and
immunities of the Trustee and Noteholder Collateral Agent hereunder and the
Issuer’s and Guarantors’ obligations in connection therewith; and

     

    (iv) 
         The provisions of this Article Ten
applicable to Legal Defeasance.

     

    Subject
to compliance with this Article Ten, the Issuer may exercise its option
under this Section 10.02(b) notwithstanding the prior exercise of its
option under Section 10.02(c) hereof.

     

    (c) 
         Upon the Issuer’s exercise under paragraph
(a) hereof of the option applicable to this paragraph (c), the Issuer and
the Guarantors shall, subject to the satisfaction of the conditions set forth in
Section 10.03 hereof, be released from their respective obligations under
the covenants contained in ARTICLE Three (solely with rights to the Holders
purchase option upon a Fundamental Change of Control), Sections 6.03 (other
than with respect to the legal existence of the Issuer), 6.04, 6.05 and
6.08 through 6.21 and ARTICLES Seven, Twelve and Thirteen hereof and the
Security Documents with respect to the outstanding Notes on and after the date
the conditions set forth in Section 10.03 are satisfied (hereinafter,
“Covenant Defeasance”),
and the Notes shall 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 shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with respect
to the outstanding Notes, the Issuer and the Guarantors may omit to comply with
and shall 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 shall not constitute an Event of Default under
Section 8.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In addition, upon
the Issuer’s exercise under paragraph (a) hereof of the option applicable
to this paragraph (c), subject to the satisfaction of the conditions set forth
in Section 10.03 hereof, clauses (vii), (viii), (ix), (x), (xiii) and (xiv)
of Section 8.01 hereof shall not constitute Events of Default.

     

    
      	
              SECTION 10.03.

            	
              Conditions to Legal
      Defeasance or Covenant
Defeasance.

            


    

     

    The
following shall be the conditions to the application of either
Section 10.02(b) or 10.02(c) hereof to the outstanding Notes:

     

    (i) 
         The Issuer must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S.
Government Obligations or a combination thereof, in such amounts as will be
sufficient (without reinvestment), in the opinion of a nationally recognized
firm of independent public accountants selected by the Issuer, to pay the
principal of and interest on the Notes on the stated date for payment or on the
Redemption Date of the principal or installment of principal of or interest on
the Notes,

     

    
      
        
        

      

      
        -125-

        
          

        

      

      
        
        

      

       

    

    (ii) 
         In the case of Legal Defeasance, the Issuer
shall have delivered to the Trustee an Opinion of Counsel in the United States
confirming that:

     

    (1) 
         The Issuer has received from, or there has
been published by the Internal Revenue Service, a ruling, or

     

    (2) 
         Since the date of this Indenture, there has
been a change in the applicable United States federal income tax
law,

     

    in either
case to the effect that, and based thereon this Opinion of Counsel shall confirm
that, the Holders will not recognize income, gain or loss for United States
federal income tax purposes as a result of such Legal Defeasance and will be
subject to United States 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,

    
    

    (iii) 
         In the case of Covenant Defeasance, the Issuer
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such Covenant Defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if the Covenant Defeasance had not
occurred,

     

    (iv) 
         No Default shall have occurred and be
continuing on the date of such deposit (other than a Default resulting from the
borrowing of funds to be applied to such deposit),

     

    (v) 
         The Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a Default under this
Indenture or a default under any other material agreement or instrument to which
the Issuer or any of its Subsidiaries is a party or by which the Issuer or any
of its Subsidiaries is bound (other than any such Default or default resulting
solely from the borrowing of funds to be applied to such deposit),

     

    (vi) 
         The Issuer shall have delivered to the Trustee
an Officers’ Certificate stating that the deposit was not made by it with the
intent of preferring the Holders over any other of its creditors or with the
intent of defeating, hindering, delaying or defrauding any other of its
creditors or others, and

     

    (vii) 
         The Issuer shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that the
conditions provided for in, in the case of the Officers’ Certificate, clauses
(i) through (vi) and, in the case of the Opinion of Counsel, clauses (ii) and/or
(iii) and (v) of this Section 10.03 have been complied with.

     

    
      
        
        

      

      
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              SECTION 10.04.

            	
              Application of Trust
      Money.

            


    

     

    The
Trustee or Paying Agent shall hold in trust U.S. Legal Tender and U.S.
Government Obligations deposited with it pursuant to this Article Ten, and
shall apply the deposited U.S. Legal Tender and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of the principal of
and the interest on the Notes.  The Trustee shall be under no obligation to
invest said U.S. Legal Tender and U.S. Government Obligations, except as it may
agree with the Issuer.

     

    The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Legal Tender and U.S. Government
Obligations deposited pursuant to Section 10.03 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.

     

    Anything
in this Article Ten to the contrary notwithstanding, the Trustee shall
deliver or pay to the Issuer from time to time upon the Issuer’s request any
U.S. Legal Tender and U.S. Government Obligations held by it as provided in
Section 10.03 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, 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 10.05.

            	
              Repayment to the
      Issuer.

            


    

     

    The
Trustee and the Paying Agent shall pay to the Issuer upon request any money held
by them for the payment of principal or interest that remains unclaimed for two
years; provided, that
the Trustee or such Paying Agent, before being required to make any payment, may
at the expense of the Issuer cause to be published once in a newspaper of
general circulation in the City of New York or mail to each Holder entitled
to such money notice that such money remains unclaimed and that after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing any unclaimed balance of such money then remaining will
be repaid to the Issuer.  After payment to the Issuer, Holders entitled to
such money must look to the Issuer for payment as general creditors unless an
applicable law designates another Person.

     

    
      	
              SECTION 10.06.

            	
              Reinstatement.

            


    

     

    If the
Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S.
Government Obligations in accordance with this Article Ten 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, or if the funds deposited with the Trustee to effect Covenant
Defeasance are insufficient to pay the principal of, and interest on, the Notes
when due, the Issuer’s obligations under this Indenture, and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Ten until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender and U.S. Government Obligations in accordance
with this Article Ten; provided, that if the Issuer
has made any payment of interest on, or principal of, 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 U.S. Legal Tender
and U.S. Government Obligations held by the Trustee or Paying
Agent.

     

    
      
        
        

      

      
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    ARTICLE ELEVEN

     

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

     

    
      	
              SECTION 11.01.

            	
              Without Consent of
      Holders.

            


    

     

    (a) 
         Subject to Section 11.03, the Issuer and
the Trustee and the Noteholder Collateral Agent together, may amend or
supplement this Indenture, the Notes, the Note Guarantees or any other Note
Documents without notice to or consent of any Holder:

     

    (i) 
         To cure any ambiguity, defect or
inconsistency;

     

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

     

    (iii) 
       To provide for the assumption of the Issuer’s
obligations to the Noteholder Secured Parties in the case of a merger,
consolidation or sale of all or substantially all of the assets, in accordance
with Article Seven;

     

    (iv) 
       To release any Guarantor from any of its obligations
under its Note Guarantee or this Indenture (to the extent permitted by this
Indenture);

     

    (v) 
        To add any Subsidiary of the Issuer as a
Guarantor;

     

    (vi) 
       To make any change that would provide additional
rights or benefits to the Holders or would not materially adversely affect the
rights of any Holder;

     

    (vii) 
      In the case of this Indenture, to comply with requirements
of the SEC in order to effect or maintain the qualification of this Indenture
under the Trust Indenture Act;

     

    (viii) 
     To add additional assets as Collateral or otherwise enter
into additional or supplemental Security Documents;

     

    (ix) 
        To release Collateral from the Lien pursuant to the
Indenture, the Security Documents and the Intercreditor Agreement when permitted
or required by such agreements;

     

    (x) 
         To make, complete or confirm any grant of
Collateral permitted or required by this Indenture or any of the Security
Documents or to the extent required under the Intercreditor Agreement, to
conform any Security Documents to reflect amendments or other modifications to
comparable provisions under ABL Facility security documents; or

     

    
      
        
        

      

      
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    (xi) 
        To amend the Intercreditor Agreement pursuant to
Section 10.5 thereof or otherwise enter into an Intercreditor Agreement in
respect of an ABL Facility permitted hereby;

     

    provided, that the Issuer has
delivered to the Trustee and Noteholder Collateral Agent an Opinion of Counsel
and an Officers’ Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 11.01.

     

    (b) 
         After an amendment, supplement or waiver under
this Section 11.01 becomes effective, the Issuer shall mail to the Holders
affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Issuer to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, supplement or waiver.

     

    
      	
              SECTION 11.02.

            	
              With Consent of
      Holders.

            


    

     

    (a) 
         Subject to Sections 8.07 and 11.03, the
Issuer, the Guarantors and the Trustee and Noteholder Collateral Agent together,
with the written consent (which may include consents obtained in connection with
a tender offer or exchange offer for Notes) of the Holder or Holders of at least
a majority in aggregate principal amount of the Notes then outstanding may amend
or supplement this Indenture, the Notes or the Note Guarantees or other Note
Documents, without notice to any other Holders.  Subject to
Sections 8.07 and 11.03, the Holder or Holders of a majority in aggregate
principal amount of the outstanding Notes may waive compliance with any
provision of this Indenture, the Notes or the Note Guarantees or the other Note
Documents without notice to any other Holders;

     

    (b) 
         Notwithstanding Section 11.02(a), without
the consent of each Holder affected, no amendment or waiver may:

     

    (i) 
         Reduce, or change the maturity, of the
principal of any Note;

     

    (ii) 
        Reduce the rate of or extend the time for payment of
interest on any Note;

     

    (iii) 
       Reduce any amounts payable upon redemption,
conversion or any Fundamental Change of Control or Conversion Event or change
the date on, or the circumstances under, which any Notes are subject to
redemption or purchase (other than provisions of Article Three and
Section 6.11, except that if a Fundamental Change of Control has occurred,
no amendment or other modification of the obligation of the Issuer to repurchase
the Notes upon a Fundamental Change of Control shall be made without the consent
of each Holder of the Notes affected);

     

    (iv) 
       Reduce the Fundamental Change of Control Purchase
Price, the number of Additional Shares or Make Whole Payment in connection with
a Fundamental Change of Control or the Cash Conversion Amount in connection with
a Conversion Event or amend or modify in any manner adverse to the Holders the
Issuer’s obligations to make such payments;

     

    
      
        
        

      

      
        -129-

        
          

        

      

      
        
        

      

       

    

    (v) 
        Make any Note payable in money or currency other
than that stated in the Notes;

     

    (vi) 
       Expressly subordinate in right of payment such Note
or any Note Guarantee to any other Indebtedness of the Issuer or any
Guarantor;

     

    (vii) 
      Reduce the percentage of Holders necessary to consent to an
amendment or waiver to this Indenture or the Notes;

     

    (viii) 
     Waive a continuing default in the payment of principal of or
premium or interest on any Notes (except a rescission of acceleration of the
Notes by the Holders thereof as provided in this Indenture and a waiver of the
payment default that resulted from such acceleration);

     

    (ix) 
        Impair the rights of Holders to receive payments of
principal of or interest on the Notes on or after the due date therefor or to
institute suit for the enforcement of any payment on the Notes;

     

    (x) 
         Release any Guarantor that is a Significant
Subsidiary from any of its obligations under its Note Guarantee or this
Indenture, except as permitted by this Indenture;

     

    (xi) 
        Make any change in these amendment and waiver
provisions; or

     

    (xii) 
       Make any change that adversely affects the conversion
rights of any Holder of the Notes, including any change to the provisions set
forth in Article Five.

     

    In
addition, without the consent of the Holders of at least 662⁄3% in principal
amount of the Notes then outstanding, (a) no amendment to this Indenture,
the Notes, the Note Guarantees or other Note Documents may release all or
substantially all of the Collateral from the Liens securing the Notes and
(b) no amendment to, or waiver of, the provisions of this Indenture, the
Notes, the Note Guarantees or other Note Documents may alter the priority of the
Liens securing the Collateral in any manner that adversely affects the rights of
the Holders of the Notes, in each case other than in accordance with the terms
of the applicable Note Documents.

     

    (c) 
         It shall not be necessary for the consent of
the Holders under this Section 11.02 to approve the particular form of
any proposed amendment, supplement or waiver but it shall be sufficient if such
consent approves the substance thereof.

     

    (d) 
         A consent to any amendment, supplement or
waiver under this Indenture by any Holder given in connection with an exchange
(in the case of an exchange offer) or a tender (in the case of a tender offer)
of such Holder’s Notes will not be rendered invalid by such tender or
exchange.

     

    (e) 
         After an amendment, supplement or waiver under
this Section 11.02 becomes effective, the Issuer shall mail to the Holders
affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Issuer to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, supplement or waiver.

     

    
      
        
        

      

      
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              SECTION 11.03.

            	
              Compliance with the
      Trust Indenture Act.

            


    

     

    From the
date on which this Indenture is qualified under the Trust Indenture Act, every
amendment, waiver or supplement of this Indenture, the Notes or the Note
Guarantees shall comply with the Trust Indenture Act as then in
effect.

     

    
      	
              SECTION 11.04.

            	
              Revocation and Effect
      of Consents.

            


    

     

    Until an
amendment, waiver or supplement becomes effective, a consent to it by a Holder
is a continuing consent by the Holder 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 or subsequent Holder may revoke the consent as to his Note or portion of
his Note by notice to the Trustee or the Issuer received before the date on
which the Trustee receives an Officers’ Certificate certifying that the Holders
of the requisite principal amount of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver.

     

    The
Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver, which record date shall be prior to the first solicitation of such
consent.  If a record date is fixed, then notwithstanding the last sentence
of the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date.  No such consent shall be
valid or effective for more than 120 days after such record date.  The
Issuer shall inform the Trustee in writing of the fixed record date if
applicable.

     

    After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it makes a change described in any of clauses (i) through (xii) of
Section 11.02(b), in which case, the amendment, supplement or waiver shall
bind only each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note; provided, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal of, and interest on, a Note, on or after the respective due dates
therefor, or to bring suit for the enforcement of any such payment on or after
such respective dates without the consent of such Holder.

     

    
      	
              SECTION 11.05.

            	
              Notation on or
      Exchange of Notes.

            


    

     

    If an
amendment, supplement or waiver changes the terms of a Note, the Issuer may
require the Holder of the Note to deliver it to the Trustee.  The Issuer
shall provide the Trustee with an appropriate notation on the Note about the
changed terms and cause the Trustee to return it to the Holder at the Issuer’s
expense.  Alternatively, if the Issuer or the Trustee so determines, the
Issuer in exchange for the Note shall issue, and the Trustee shall authenticate,
a new Note that reflects the changed terms.  Failure to make the
appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

     

    
      
        
        

      

      
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              SECTION 11.06.

            	
              Trustee to Sign
      Amendments, Etc.

            


    

     

    The
Trustee and the Noteholder Collateral Agent shall execute any amendment,
supplement or waiver authorized pursuant to this Article Eleven; provided, that the Trustee
and the Noteholder Collateral Agent may, but shall not be obligated to, execute
any such amendment, supplement or waiver which affects the Trustee’s or
Noteholder Collateral Agent’s own rights, duties or immunities under this
Indenture.  The Trustee and Noteholder Collateral Agent shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
and an Officers’ Certificate each stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Eleven is
authorized or permitted by this Indenture and that such amendment is the legal,
valid and binding obligation of the Issuer enforceable against the Issuer in
accordance with its terms and complies with the provisions of this
Indenture.  Such Opinion of Counsel shall be at the expense of the
Issuer.

     

    ARTICLE TWELVE

    
    

    SECURITY
DOCUMENTS

     

    
      	
              SECTION 12.01.

            	
              Collateral and
      Security Documents.

            


    

     

    The due
and punctual payment of the principal of and interest on the Notes when and as
the same shall be due and payable, whether on an Interest Payment Date, at
maturity, by acceleration, repurchase, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes and payment of all other
Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the
Noteholder Collateral Agent under this Indenture, the Notes, the Intercreditor
Agreement and the Security Documents, according to the terms hereunder or
thereunder, shall be secured by (i) first-priority Liens and security
interests on the Notes Collateral, subject to Permitted Liens and
(ii) second-priority Liens and security interests in the ABL Collateral,
subject to the first-priority Liens and security interests securing Obligations,
Swap Obligations and Banking Services Obligations, incurred under the ABL
Facilities or in respect of Swap Obligations and Banking Services Obligations
with lenders (or their Affiliates) under the ABL Facilities up to the Maximum
ABL Debt Amount and Permitted Liens, in each case as provided in the Security
Documents which the Issuer and the Guarantors, as the case may be, have entered
into as reasonably requested by the Noteholder Collateral Agent hereafter
delivered as required or permitted by this Indenture, the Collateral Documents
and the Intercreditor Agreement.  The Trustee and the Issuer hereby
acknowledge and agree that the Noteholder Collateral Agent holds the Collateral
in trust for the benefit of the Noteholder Secured Parties, in each case
pursuant to the terms of the Security Documents and the Intercreditor
Agreement.  Each Holder, by accepting a Note, consents and agrees to the
terms of the Security Documents (including the provisions providing for the
possession, use, release and foreclosure of Collateral) and the Intercreditor
Agreement as the same may be in effect or may be amended from time to time in
accordance with their terms and this Indenture and the Intercreditor Agreement,
and authorizes and directs the Noteholder Collateral Agent to enter into the
Security Documents and the Intercreditor Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the
provisions of the Security Documents limit, qualify or conflict with the duties
imposed by the provisions of the TIA (if this Indenture is qualified under the
TIA), the TIA shall control.  The Issuer shall deliver to the Noteholder
Collateral Agent copies of all documents pursuant to the Security Documents, and
will do or cause to be done all such acts and things as may be reasonably
required by the next sentence of this Section 12.01, to assure and confirm
to the Noteholder Collateral Agent the security interest in the Collateral
contemplated hereby, by the Security Documents or any part thereof, as from time
to time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Notes secured hereby, according to the
intent and purposes herein expressed.  The Issuer shall, and shall cause
the Subsidiaries of the Issuer to, use its commercially reasonable efforts to
take any and all actions reasonably required to cause the Security Documents to
create and maintain, as security for the Obligations, a valid and enforceable,
except as enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws affecting
creditors’ rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity),
perfected Lien and security interest (subject to Permitted Liens) in and on all
of the Collateral (subject to the terms of the Intercreditor Agreement), in
favor of the Noteholder Collateral Agent for the benefit of the Secured Parties,
in each case subject to and in accordance with the terms of the Security
Documents.

     

    
      
        
        

      

      
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              SECTION 12.02.

            	
              Recordings and
      Opinions.

            


    

     

    (a) 
         To the extent applicable (if this Indenture is
qualified under the TIA), the Issuer will cause TIA § 313(b), relating to
reports, and TIA § 314(d), relating to the release of property or
securities subject to the Lien of the Security Documents, to be complied
with.

     

    (b) 
         Any release of Collateral permitted by
Section 12.03 hereof will be deemed not to impair the Liens under this
Indenture, the Collateral Agreement and the other Security Documents in
contravention thereof. Any certificate or opinion required by TIA § 314(d)
may be made by an officer or legal counsel, as applicable, of the Issuer except
in cases where TIA § 314(d) requires that such certificate or opinion be
made by an independent Person, which Person will be an independent engineer,
appraiser or other expert selected by or reasonably satisfactory to the
Trustee.

     

    
      
        
        

      

      
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    (c) 
         Notwithstanding anything to the contrary in
this Section 12.02, the Issuer will not be required to comply with all or
any portion of TIA § 314(d) if it reasonably determines that under the
terms of TIA § 314(d) or any interpretation or guidance as to the meaning
thereof of the SEC and its staff, including “no action” letters or exemptive
orders, all or any portion of TIA § 314(d) is inapplicable to any release
or series of releases of Collateral.  In addition, and without limiting the
generality of the foregoing, the Subsidiaries of the Issuer may, among other
things, without any release or consent by the Trustee (and without the delivery
of any Officers’ Certificate or any other documents under this Indenture, except
as specified in this Section 12.02(c), but otherwise in compliance with the
covenants of this Indenture and the Security Documents, conduct ordinary course
activities with respect to the Collateral including, without limitation
(i) selling or otherwise disposing of, in any transaction or series of
related transactions, any property subject to the Liens and security interests
created by this Indenture or any of the Security Documents which has become worn
out, defective or obsolete or not used or useful in the business;
(ii) abandoning, terminating, canceling, releasing or making alterations in
or substitutions of any leases or contracts subject to the Liens and security
interests created by the Security Documents; (iii) surrendering or
modifying any franchise, license or permit subject to the Liens and security
interests created by the Security Documents which it may own or under which it
may be operating; (iv) altering, repairing, replacing or changing the
location or position of and adding to its structures, machinery, systems,
equipment, fixtures and appurtenances; (v) granting a license of any
intellectual property; (vi) selling, transferring or otherwise disposing of
inventory in the ordinary course of business; (vii) collecting accounts
receivable in the ordinary course of business or selling, liquidating, factoring
or otherwise disposing of accounts receivable in the ordinary course of
business; (viii) making cash payments (including for the repayment of
Indebtedness or interest and in connection with the Issuer’s cash management
activities) from cash that is at any time part of the Collateral in the ordinary
course of business that are not otherwise prohibited by this Indenture or the
Security Documents; and (ix) abandoning any intellectual property which is no
longer used or useful in the Issuer’s business.  The Issuer must deliver to
the Trustee within 30 calendar days following the end of each fiscal year (or
such later date as the Trustee shall agree), an Officers’ Certificate to the
effect that all releases and withdrawals during the preceding fiscal year (or
since the date of this Indenture, in the case of the first such certificate) in
which no release or consent of the Trustee was obtained in the ordinary course
of the Issuer’s and its Subsidiaries’ business were not prohibited by this
Indenture.  Notwithstanding any of the foregoing to the contrary, the
Trustee shall execute and deliver to the Issuer all documents reasonably
requested to evidence any such releases of Collateral.  In addition, in
lieu of releasing the Liens created by any of the Mortgages, the Trustee or
Collateral Agent will, at the request of the Issuer, to the extent necessary to
facilitate future savings of mortgage recording tax in states that impose such
taxes, assign such Liens to any such new lender or collateral
agent.

     

    
      	
              SECTION 12.03.    

            	
              Release of
      Collateral.

            


    

     

    (a) 
         Subject to Section 12.02 hereof,
Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents, the Intercreditor Agreement or as provided
hereby.  The Issuer and the Guarantors will be entitled to a release of
property and other assets included in the Collateral from the Liens securing the
Notes, and the Trustee (subject to its receipt of an Officer Certificate and
Opinion of Counsel as provided below) shall release, or instruct the Noteholder
Collateral Agent to release, as applicable, the same from such Liens at the
Issuer’s sole cost and expense, under one or more of the following
circumstances:

     

    (i) 
         To enable the Issuer or any Guarantor to sell,
exchange or otherwise dispose of any of the Collateral to the extent not
prohibited under Section 6.11;

     

    (ii) 
         In the case of a Guarantor that is released
from its Guarantee with respect to the Notes, the release of the property and
assets of such Guarantor;

     

    (iii) 
         Pursuant to an amendment or waiver in
accordance with Article Nine of this Indenture;

     

    
      
        
        

      

      
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    (iv) 
         Pursuant to the terms of the Intercreditor
Agreement; or

     

    (v) 
         If the Notes have been discharged or defeased
pursuant to Section 10.01 or Section 10.02; provided, that in the case of
any release in whole pursuant to clauses (i), (ii) and (iii) above, all amounts
owing at such time to the Trustee under this Indenture, the Notes, the Notes
Guarantees, the Security Documents and the Intercreditor Agreement have been
paid.

     

    Upon
receipt of an Officers’ Certificate and an Opinion of Counsel certifying that
all conditions precedent under the Indenture and the Security Documents (and TIA
Section 314(d) (if this Indenture is qualified under the TIA)), if any, to
such release have been met and any necessary or proper instruments of
termination, satisfaction or release prepared by the Issuer, the Trustee shall,
or shall cause the Noteholder Collateral Agent, to execute, deliver or
acknowledge (at the Issuer’s expense) such instruments or releases to evidence
the release of any Collateral permitted to be released pursuant to this
Indenture or the Security Documents or the Intercreditor Agreement. Neither the
Trustee nor the Noteholder Collateral Agent shall be liable for any such release
undertaken in good faith in reliance upon any such Officer Certificate or
Opinion of Counsel, and notwithstanding any term hereof or in any Security
Document to the contrary, the Trustee and Noteholder Collateral Agent shall not
be under any obligation to release any such Lien and security interest, or
execute and deliver any such instrument of release, satisfaction or termination,
unless and until it receives such Officer Certificate and Opinion of
Counsel.

     

    Notwithstanding
any provision to the contrary herein, upon the request of the Issuer accompanied
by an Officers’ Certificate and Opinion of Counsel (that each action is in
compliance with the terms of this Indenture, Intercreditor Agreement and the
Security Documents) the Trustee shall instruct the Noteholder Collateral Agent
to execute and deliver UCC financing statement amendments or releases (which
shall be in form and substance reasonably satisfactory to the Noteholder
Collateral Agent and prepared by the Issuer or such Grantor) solely to the
extent necessary to delete property or assets not required to be subject to a
Lien under the Security Documents from the description of assets in any
previously filed financing statements. If requested in writing by the Issuer or
any Grantor, the Trustee shall instruct the Noteholder Collateral Agent to
execute and deliver such documents, instruments or statements (which shall be
prepared in form and substance reasonably satisfactory to the Noteholder
Collateral Agent and by the Issuer or such Grantor) and to take such other
action as the Issuer may reasonably request to evidence or confirm that such
property or assets not required to be subject to a Lien under the Security
Documents described in the immediately preceding sentence has  been
released from the Liens of each of the Security Documents. The Noteholder
Collateral Agent shall execute and deliver such documents, instruments and
statements and shall take all such actions promptly upon receipt of such
instructions from the Issuer, any Grantor or the Trustee.

     

    
      
        
        

      

      
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              SECTION 12.04.

            	
              Certificates of the
      Trustee.

            


    

     

    In the
event that the Issuer wishes to release Collateral in accordance with this
Indenture, the Security Documents and the Intercreditor Agreement at a time when
the Trustee is not itself also the Noteholder Collateral Agent and the Issuer
has delivered the certificates and documents required by the Security Documents
and Section 12.03 hereof, and, based on an Opinion of Counsel pursuant to
Section 14.04, will deliver a certificate to the Noteholder Collateral
Agent setting forth such determination.  The Trustee, however, shall have
no duty to confirm the legality, genuineness, accuracy, contents or validity of
such documents (or any signature appearing therein), its sole duty being to
certify its receipt of such documents which, on their face (and assuming that
they are what they purport to be), conform to § 314(d) of the
TIA.

     

    
      	
              SECTION 12.05.

            	
              Suits to Protect the
      Collateral.

            


    

     

    Subject
to the provisions of Article Nine hereof and the terms, conditions and
provisions of the Intercreditor Agreement, the Trustee in its sole discretion
and without the consent of the Holders, on behalf of the Holders, may or may
direct the Noteholder Collateral Agent to take all actions it deems necessary or
appropriate in order to:

     

    (a) 
         Enforce any of the terms of the Security
Documents; and

     

    (b) 
         Collect and receive any and all amounts
payable in respect of the obligations hereunder.

     

    Subject
to the terms, conditions and provisions of this Indenture and the Security
Documents and the Intercreditor Agreement, the Trustee shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts which may be unlawful or in
violation of any of the Security Documents or this Indenture, and such suits and
proceedings as the Trustee, in its sole discretion, may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the Lien on the Collateral or be prejudicial to the interests of
the Holders or the Trustee). Nothing in this Section 12.05 shall be
considered to impose any such duty or obligation to act on the part of the
Trustee.

     

    
      	
              SECTION 12.06.

            	
              Authorization of
      Receipt of Funds by the Trustee Under the Security
      Documents.

            


    

     

    Subject
to the terms, conditions and provisions of the Intercreditor Agreement, the
Trustee is authorized to receive any funds for the benefit of the Holders
distributed under the Security Documents, and to make further distributions of
such funds to the Holders according to the provisions of this
Indenture.

     

    
      	
              SECTION 12.07.

            	
              Purchaser
      Protected.

            


    

     

    In no
event shall any purchaser in good faith of any property purported to be released
hereunder be bound to ascertain the authority of the Noteholder Collateral Agent
or the Trustee to execute the release or to inquire as to the satisfaction of
any conditions required by the provisions hereof for the exercise of such
authority or to see to the application of any consideration given by such
purchaser or other transferee; nor shall any purchaser or other transferee of
any property or rights permitted by this Article Twelve to be sold be under
any obligation to ascertain or inquire into the authority of the Issuer or the
applicable Guarantor to make any such sale or other transfer.

     

    
      
        
        

      

      
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              SECTION 12.08.

            	
              Powers Exercisable by
      Receiver or Trustee.

            


    

     

    In case
the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article Twelve upon the Issuer or a
Guarantor with respect to the release, sale or other disposition of such
property may be exercised by such receiver or trustee, and an instrument signed
by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Issuer or a Guarantor or of any officer or officers thereof
required by the provisions of this Article Twelve; and if the Trustee shall
be in the possession of the Collateral under any provision of this Indenture,
then such powers may be exercised by the Trustee.

     

    
      	
              SECTION 12.09.

            	
              Release Upon
      Termination of the Issuer’s
Obligations.

            


    

     

    In the
event that the Issuer delivers to the Trustee, in form and substance reasonably
acceptable to it, an Officers’ Certificate certifying that (i) payment in
full of the principal of, together with accrued and unpaid interest on, the
Notes and all other Obligations under this Indenture, the Guarantees and the
Security Documents that are due and payable at or prior to the time such
principal, together with accrued and unpaid interest, are paid, (ii) the
Issuer shall have discharged its obligations under Section 10.01 or
exercised its legal defeasance option or its covenant defeasance option under
Section 10.02, in each case in compliance with the provisions of
Article Ten, or (iii) with respect to Remaining Notes only, a
Conversion Event has occurred, the Trustee shall deliver to the Issuer and the
Noteholder Collateral Agent a notice stating that the Trustee, on behalf of the
Holders, disclaims and gives up any and all rights it has in or to the
Collateral (other than with respect to funds held by the Trustee pursuant to
Article Ten), and any rights it has under the Security Documents, and upon
receipt by the Noteholder Collateral Agent of such notice, the Noteholder
Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf
of the Trustee and shall do or cause to be done all acts reasonably necessary or
reasonably requested by the Issuer to evidence the release of such Lien as soon
as is reasonably practicable or otherwise deliver any such Collateral to the
applicable Guarantor (including without limitation, execution and filing of Lien
releases, instruments, documents and return of any Collateral then in its
possession).

     

    
      
        
        

      

      
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              SECTION 12.10.

            	
              Noteholder Collateral
      Agent.

            


    

     

    (a) 
         The Trustee and each of the Holders by
acceptance of the Notes hereby designates and appoints the Noteholder Collateral
Agent as its agent under this Indenture, the Collateral Agreement, the Security
Documents and the Intercreditor Agreement and the Trustee and each of the
Holders by acceptance of the Notes hereby irrevocably authorizes the Noteholder
Collateral Agent to take such action on its behalf under the provisions of this
Indenture, the Collateral Agreement, the Security Documents and the
Intercreditor Agreement and to exercise such powers and perform such duties as
are expressly delegated to the Noteholder Collateral Agent by the terms of this
Indenture, the Collateral Agreement, the Security Documents and the
Intercreditor Agreement, together with such powers as are reasonably incidental
thereto.  The Noteholder Collateral Agent agrees to act as such on the
express conditions contained in this Section 12.10.  Notwithstanding
any provision to the contrary contained elsewhere in this Indenture, the
Collateral Agreement, the Security Documents and the Intercreditor Agreement,
the Noteholder Collateral Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Noteholder Collateral
Agent have or be deemed to have any fiduciary relationship with the Trustee, any
Holder or any Grantor, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Indenture, the
Collateral Agreement, the Security Documents and the Intercreditor Agreement or
otherwise exist against the Noteholder Collateral Agent.  Without limiting
the generality of the foregoing sentence, the use of the term “agent” in this
Indenture with reference to the Noteholder Collateral Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law.  Instead, such term is used merely
as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties. 
Except as expressly otherwise provided in this Indenture, the Noteholder
Collateral Agent shall have and may use its sole discretion with respect to
exercising or refraining from exercising any discretionary rights or taking or
refraining from taking any actions which the Noteholder Collateral Agent is
expressly entitled to take or assert under this Indenture, the Collateral
Agreement, the Security Documents and the Intercreditor Agreement, including the
exercise of remedies pursuant to Article Eight, and any action so taken or
not taken shall be deemed consented to by the Trustee and the
Holders.

     

    (b) 
         The Noteholder Collateral Agent may execute
any of its duties under this Indenture, the Security Documents or the
Intercreditor Agreement by or through agents, employees, attorneys-in-fact or
through its Related Persons and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Noteholder
Collateral Agent shall not be responsible for the negligence or misconduct of
any agent, employee, attorney-in-fact or Related Person that it selects as long
as such selection was made without negligence or willful misconduct (other than
any employee).

     

    (c) 
         None of the Noteholder Collateral Agent, any
of its respective Related Persons shall (i) be liable for any action taken
or omitted to be taken by any of them under or in connection with this Indenture
or the transactions contemplated hereby (except for its own gross negligence,
willful misconduct or bad faith) or under or in connection with the Collateral
Agreement, any Security Document or Intercreditor Agreement or the transactions
contemplated thereby (except for its own gross negligence, bad faith or willful
misconduct), or (ii) be responsible in any manner to any of the Trustee or
any Holder for any recital, statement, representation, warranty, covenant or
agreement made by the Issuer or any Grantor or Affiliate of any Grantor, or any
officer or Related Person thereof, contained in this or any Indenture, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Noteholder Collateral Agent under or in connection with, this
or any other Indenture, the Collateral Agreement, the Security Documents or the
Intercreditor Agreement, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this or any other Indenture, the Collateral
Agreement, the Security Documents or the Intercreditor Agreement, or for any
failure of any Grantor or any other party to this Indenture, the Collateral
Agreement, the Security Documents or the Intercreditor Agreement to perform its
obligations hereunder or thereunder.  None of the Noteholder Collateral
Agent or any of its respective Related Persons shall be under any obligation to
the Trustee or any Holder to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this or any
other Indenture, the Collateral Agreement, the Security Documents or the
Intercreditor Agreement or to inspect the properties, books, or records of any
Grantor or any Grantor’s Affiliates.

     

    
      
        
        

      

      
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    (d) 
         The Noteholder Collateral Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, facsimile, or
telephone message, statement, or other document or conversation believed by it
in good faith to be genuine and correct and to have been signed, sent, or made
by the proper Person or Persons, and upon advice and statements of legal counsel
(including, without limitation, counsel to any Grantor), independent accountants
and other experts and advisors selected by the Noteholder Collateral
Agent.  The Noteholder Collateral Agent shall be fully justified in failing
or refusing to take any action under this or any other Indenture, the Security
Documents or the Intercreditor Agreement unless it shall first receive such
advice or concurrence of the Trustee as it deems appropriate and, if it so
requests, it shall first be indemnified to its reasonable satisfaction by the
Holders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.  The Noteholder
Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this or any other Indenture, the Security
Documents or the Intercreditor Agreement in accordance with a request or consent
of the Trustee and such request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Holders.

     

    (e) 
         The Noteholder Collateral Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, unless the Noteholder Collateral Agent shall have received written
notice from the Trustee or a Grantor referring to this Indenture, describing
such Default or Event of Default and stating that such notice is a “notice of
default.”  The Noteholder Collateral Agent shall take such action with
respect to such Default or Event of Default as may be requested by the Trustee
in accordance with Article Eight (subject to Section 12.10); provided, however, that unless and
until the Noteholder Collateral Agent has received any such request, the
Noteholder Collateral Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable.

     

    (f)           U.S.
Bank National Association and its respective Affiliates (and any successor
Noteholder Collateral Agent and its affiliates) may make loans to, issue letters
of credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with any Grantor and its Affiliates as though it
was not the Noteholder Collateral Agent hereunder and without notice to or
consent of the Trustee.  The Trustee and the Holders acknowledge that,
pursuant to such activities, U.S. Bank National Association or its respective
Affiliates (and any successor Noteholder Collateral Agent and its affiliates)
may receive information regarding any Grantor or its Affiliates (including
information that may be subject to confidentiality obligations in favor of any
such Grantor or such Affiliate) and acknowledge that the Noteholder Collateral
Agent shall not be under any obligation to provide such information to the
Trustee or the Holders. Nothing herein shall impose or imply any obligation on
the part of the U.S. Bank National Association (or any successor Noteholder
Collateral Agent) to advance funds.

     

    
      
         


      

      
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    (g)           The
Noteholder Collateral Agent may resign at any time upon thirty (30) days prior
written notice to the Trustee and the Grantors, such resignation to be effective
upon the acceptance of a successor agent to its appointment as Noteholder
Collateral Agent.  If the Noteholder Collateral Agent resigns under
this Indenture, the Trustee, subject to the consent of the Issuer (which shall
not be unreasonably withheld and which shall not be required during a continuing
Event of Default), shall appoint a successor Noteholder Collateral
Agent.  If no successor noteholder collateral agent is appointed prior
to the intended effective date of the resignation of the Noteholder Collateral
Agent (as stated in the notice of resignation), the Noteholder Collateral Agent
may appoint, after consulting with the Trustee, subject to the consent of the
Issuer (which shall not be unreasonably withheld and which shall not be required
during a continuing Event of Default), a successor noteholder collateral
agent.  If no successor noteholder collateral agent is appointed and
consented to by the Issuer pursuant to the preceding sentence within thirty (30)
days after the intended effective date of resignation (as stated in the notice
of resignation) the Noteholder Collateral Agent shall be entitled to petition a
court of competent jurisdiction to appoint a successor.  Upon the
acceptance of its appointment as successor noteholder collateral agent
hereunder, such successor noteholder collateral agent shall succeed to all the
rights, powers and duties of the retiring Noteholder Collateral Agent, and the
term “Noteholder Collateral Agent” shall mean such successor noteholder
collateral agent, and the retiring Noteholder Collateral Agent’s appointment,
powers and duties as the Noteholder Collateral Agent shall be
terminated.  After the retiring Noteholder Collateral Agent’s
resignation hereunder, the provisions of this 12.10 (and Section 12.11) shall
continue to inure to its benefit and the retiring Noteholder Collateral Agent
shall not by reason of such resignation be deemed to be released from liability
as to any actions taken or omitted to be taken by it while it was the Noteholder
Collateral Agent under this Indenture.

     

    (h)           The
Trustee shall initially act as Noteholder Collateral Agent and shall be
authorized to appoint co-Noteholder Collateral Agents as necessary in its sole
discretion. Except as otherwise explicitly provided herein or in the Security
Documents or the Intercreditor Agreement, neither the Noteholder Collateral
Agent nor any of its respective officers, directors, employees or agents or
other Related Persons shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.  The Noteholder Collateral Agent shall
be accountable only for amounts that it actually receives as a result of the
exercise of such powers, and neither the Noteholder Collateral Agent nor any of
its officers, directors, employees or agents shall be responsible for any act or
failure to act hereunder, except for its own willful misconduct, gross
negligence or bad faith.

     

    (i)           The
Trustee, as such and as Noteholder Collateral Agent, is authorized and directed
to (i) enter into the Collateral Agreement and the Security Documents,
(ii) enter into the Intercreditor Agreement, (iii) bind the Holders on
the terms as set forth in the Collateral Agreement and the Security Documents
and the Intercreditor Agreement and (iv) perform and observe its
obligations under the Collateral Agreement and the Security Documents and the
Intercreditor Agreement.


    
      
         


      

      
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    (j)           The
Trustee agrees that it shall not (and shall not be obliged to), and shall not
instruct the Noteholder Collateral Agent to, unless specifically requested to do
so by a majority of the Holders, take or cause to be taken any action to enforce
its rights under this Indenture or against any Grantor, including the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral.

     

    If at any
time or times the Trustee shall receive (i) by payment, foreclosure,
set-off or otherwise, any proceeds of Collateral or any payments with respect to
the Obligations arising under, or relating to, this Indenture, except for any
such proceeds or payments received by the Trustee from the Noteholder Collateral
Agent pursuant to the terms of this Indenture, or (ii) payments from the
Noteholder Collateral Agent in excess of the amount required to be paid to the
Trustee pursuant to Article Eight, the Trustee shall promptly turn the same over
to the Noteholder Collateral Agent, in kind, and with such endorsements as may
be required to negotiate the same to the Noteholder Collateral
Agent.

     

    (k)           The
Trustee is each Holder’s agent for the purpose of perfecting the Holders’
security interest in assets which, in accordance with Article 9 of the
Uniform Commercial Code can be perfected only by possession.  Should
the Trustee obtain possession of any such Collateral, upon request from the
Issuer, the Trustee shall notify the Noteholder Collateral Agent thereof, and,
promptly upon the Noteholder Collateral Agent’s request therefor shall deliver
such Collateral to the Noteholder Collateral Agent or otherwise deal with such
Collateral in accordance with the Noteholder Collateral Agent’s
instructions.

     

    (l)           The
Noteholder Collateral Agent shall have no obligation whatsoever to the Trustee
or any of the Holders to assure that the Collateral exists or is owned by any
Grantor or is cared for, protected, or insured or has been encumbered, or that
the Noteholder Collateral Agent’s Liens have been properly or sufficiently or
lawfully created, perfected, protected, maintained or enforced or are entitled
to any particular priority, or to determine whether all or the Grantor’s
property constituting collateral intended to be subject to the Lien and security
interest of the Security Documents has been properly and completely listed or
delivered, as the case may be, or the genuineness, validity, marketability or
sufficiency thereof or title thereto, or to exercise at all or in any particular
manner or under any duty of care, disclosure, or fidelity, or to continue
exercising, any of the rights, authorities, and powers granted or available to
the Noteholder Collateral Agent pursuant to this Indenture, any Security
Document or the Intercreditor Agreement, it being understood and agreed that in
respect of the Collateral, or any act, omission, or event related thereto, the
Noteholder Collateral Agent may act in any manner it may deem appropriate, in
its sole discretion given the Noteholder Collateral Agent’s own interest in the
Collateral and that the Noteholder Collateral Agent shall have no other duty or
liability whatsoever to the Trustee or any Holder as to any of the
foregoing.

     

    (m)           No
provision of this Indenture, the Collateral Agreement, the Intercreditor
Agreement or any Security Document shall require the Noteholder Collateral Agent
(or the Trustee) to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or
thereunder or to take or omit to take any action hereunder or thereunder or take
any action at the request or direction of Holders (or the Trustee in the case of
the Noteholder Collateral Agent) if it shall have reasonable grounds for
believing that repayment of such funds is not assured to it.


    
      
         


      

      
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    (n)           The
Noteholder Collateral Agent (i) shall not be liable for any action it takes
or omits to take in good faith which it reasonably believes to be authorized or
within its rights or powers, or for any error of judgment made in good faith by
a Responsible Officer, unless it is proved that the Noteholder Collateral Agent
was grossly negligent in ascertaining the pertinent facts, (ii) shall not
be liable for interest on any money received by it except as the Noteholder
Collateral Agent may agree in writing with the Issuer (and money held in trust
by the Noteholder Collateral Agent need not be segregated from other funds
except to the extent required by law) and (iii) may consult with counsel of
its selection and the advice or opinion of such counsel as to matters of law
shall be full and complete authorization and protection from liability in
respect of any action taken, omitted or suffered by it in good faith and in
accordance with the advice or opinion of such counsel. The grant of permissive
rights or powers to the Noteholder Collateral Agent shall not be construed to
impose duties to act.

     

    (o)           Neither
the Noteholder Collateral Agent nor the Trustee shall be liable for delays or
failures in performance resulting from acts beyond its control.  Such
acts shall include but not be limited to acts of God, strikes, lockouts, riots,
acts of war, epidemics, governmental regulations superimposed after the fact,
fire, communication line failures, computer viruses, power failures, earthquakes
or other disasters.  Neither the Noteholder Collateral Agent nor the
Trustee shall be liable for any indirect, special or consequential damages
(included but not limited to lost profits) whatsoever, even if it has been
informed of the likelihood thereof and regardless of the form of
action.

     

    
      SECTION 12.11. 
    Compensation and
Indemnity.

    

     

    The
Noteholder Collateral Agent shall be entitled to the compensation and indemnity
set forth in Section 9.07 (with the references to the Trustee therein being
deemed to refer to the Noteholder Collateral Agent).

     

    
      SECTION 12.12.      Intercreditor Agreement,
Collateral Agreement and Other Security Documents.

    

     

    The
Trustee and Noteholder Collateral Agent is each hereby directed and authorized
to execute and deliver the Intercreditor Agreement, the Collateral Agreement and
any other Security Documents in which it is named as a party.  It is
hereby expressly acknowledged and agreed that, in doing so, the Trustee and the
Noteholder Collateral Agent are not responsible for the terms or contents of
such agreements, or for the validity or enforceability thereof, or the
sufficiency thereof for any purpose. Whether or not so expressly stated therein,
in entering into, or taking (or forbearing from) any action under pursuant to,
the Intercreditor Agreement, the Collateral Agreement or any other Security
Documents, the Trustee and Noteholder Collateral Agent each shall have all of
the rights, immunities, indemnities and other protections granted to it under
this Indenture (in addition to those that may be granted to it under the terms
of such other agreement or agreements).


    
      
         


      

      
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    ARTICLE THIRTEEN

     

    NOTE
GUARANTEE

     

    
      SECTION 13.01.     
Unconditional
Guarantee.

    

     

    Subject
to the provisions of this Article Thirteen, each of the Guarantors hereby,
jointly and severally, unconditionally and irrevocably guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and the
other Noteholder Secured Parties and their respective successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes,
the other Note Documents or the obligations of the Issuer or any other
Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties
hereunder or thereunder:  (a) (x) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes when and as the
same shall become due and payable, whether at maturity, upon redemption or
repurchase, by acceleration or otherwise, (y) the due and punctual payment
of interest on the overdue principal and (to the extent permitted by law)
interest, if any, on the Notes and (z) the due and punctual payment and
performance of all other obligations of the Issuer and all other obligations of
the other Guarantors (including under the Note Guarantees) under the Note
Documents, in each case, to the Holders, the Trustee or the other Noteholder
Secured Parties hereunder or thereunder (including amounts due the Trustee or
the Noteholder Collateral Agent under Section 9.07 or Section 12.11,
respectively, hereof), all in accordance with the terms hereof and thereof
(collectively, the “Guarantee
Obligations”); and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, the due and punctual
payment and performance of Guarantee Obligations in accordance with the terms of
the extension or renewal, whether at maturity, upon redemption or repurchase, by
acceleration or otherwise.  Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture, under the Notes or under the other Note Documents,
for whatever reason, each Guarantor shall be obligated to pay, or to perform or
cause the performance of, the same immediately.  A Default under this
Indenture, the Notes or the other Note Documents shall constitute an event of
default under the Note Guarantees, and shall entitle the Holders of Notes to
accelerate the obligations of the Guarantors thereunder in the same manner and
to the same extent as the obligations of the Issuer.


    
      
         


      

      
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    Each of
the Guarantors hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes, this Indenture or the Note Documents, 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, any release of any other Guarantor, the
recovery of any judgment against the Issuer, any action to enforce the same,
whether or not a Note Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor.  To the fullest extent permitted by law, each
of the Guarantors hereby waives the benefit of 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 covenants that its Note Guarantee
shall not be discharged except by complete performance of the obligations
contained in the Notes, this Indenture and this Note Guarantee and the other
Note Documents.  This Note Guarantee is a guarantee of payment and not
of collection.  If any Holder or the Trustee or the Noteholder
Collateral Agent is required by any court or otherwise to return to the Issuer
or to any Guarantor, or any custodian, trustee, liquidator or other similar
official acting in relation to the Issuer or such Guarantor, any amount paid by
the Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect.  Each Guarantor further agrees that, as between it, on the one
hand, and the Holders of Notes and the Trustee and the Noteholder Collateral
Agent, on the other hand, (a) subject to this Article Thirteen, the
maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Eight 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 (b) in the event of any
acceleration of such obligations as provided in Article Eight hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee.

     

    
      SECTION 13.02.      Subordination.

    

     

    The
Issuer and each Guarantor hereby agree that all Indebtedness and other monetary
obligations owed by it to the Issuer or any Restricted Subsidiary of the Issuer
shall be fully subordinated to the indefeasible payment in full in cash of the
obligations with respect to the Note Documents.

     

    
      SECTION 13.03.      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, foreign 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 under its Note Guarantee and this Article Thirteen
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor (including any guarantee
under the Credit Agreement)  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 Thirteen, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.  Each Guarantor that makes a
payment for distribution under its Note Guarantee is entitled to a contribution
from each other Guarantor in a pro rata amount based on the
adjusted net assets of each Guarantor.


     

    
      SECTION 13.04.      Execution and Delivery of
Note Guarantee.

    

     

    To
further evidence its Note Guarantee set forth in Section 13.01, each Guarantor
hereby agrees that a notation of such Note Guarantee, substantially in the form
of Exhibit B
hereto, shall be endorsed on each Note authenticated and delivered by the
Trustee.  Such Note Guarantee shall be executed on behalf of each
Guarantor by either manual or facsimile signature of one Officer or other person
duly authorized by all necessary corporate action of each Guarantor who shall
have been duly authorized to so execute by all requisite corporate
action.  The validity and enforceability of any Note Guarantee shall
not be affected by the fact that it is not affixed to any particular
Note.


    
      
         


      

      
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    Each of
the Guarantors hereby agrees that its Note Guarantee set forth in Section 13.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Note Guarantee.

     

    If an
Officer of a Guarantor whose signature is on this Indenture or a Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which such Note Guarantee is endorsed or at any time thereafter, such
Guarantor’s Note Guarantee of such Note shall nevertheless be
valid.

     

    The
delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of any Note Guarantee set forth in this Indenture
on behalf of each Guarantor.

     

    
      SECTION 13.05.      Release of a
Guarantor

    

     

    A
Guarantor shall be released from its obligations under its Note Guarantee and
its obligations under this Indenture and the Registration Rights
Agreement:

     

    (i)           In
the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor, by way of merger, consolidation or otherwise; provided, that Net Available
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of this Indenture, including without limitation Section
6.11 hereof; or

     

    (ii)          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) the Company or a Restricted Subsidiary of the Company, if the sale
or other disposition does not violate Section 6.11 hereof and the Guarantor
ceases to be a Restricted Subsidiary of the Company as a result of the sale or
other disposition;

     

    (iii)         If
such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases
to be a Restricted Subsidiary, in each case in accordance with the provisions of
this Indenture, upon effectiveness of such designation or when it first ceases
to be a Restricted Subsidiary, respectively; or

     

    (iv)         If
the Issuer exercises its legal defeasance option or its covenant defeasance
option pursuant to Section 10.02 and 10.03, if the Issuer’s obligations under
the Indenture are discharged in accordance Section 10.01 or with respect to
Remaining Notes, if a Conversion Event has occurred.

     

    The
Trustee shall execute an appropriate instrument prepared by the Issuer
evidencing the release of a Guarantor from its obligations under its Note
Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied
by an Officers’ Certificate and an Opinion of Counsel certifying as to the
compliance with this Section 13.05; provided, however, that the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers’ Certificates of the Issuer.


    
      
         


      

      
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    Except as
set forth in Articles Six and Seven and this Section 13.05, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Guarantor with or into the Issuer or another Guarantor or shall 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 13.06.      Waiver of
Subrogation.

    

     

    Until
this Indenture is discharged and all of the Notes are discharged and paid in
full, each Guarantor hereby irrevocably waives and agrees not to exercise any
claim or other rights which it may now or hereafter acquire against the Issuer
or any other Guarantor that arise from the existence, payment, performance or
enforcement of the Issuer’s obligations or any other Guarantor’s obligations, in
each case under the Notes or this Indenture or the other Note Documents and such
Guarantor’s obligations under this Note Guarantee and this Indenture or the
other Note Documents, in any such instance including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
and any right to participate in any claim or remedy of the Holders or other
Noteholder Secured Parties against the Issuer or any other Guarantor, whether or
not such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Issuer or any other Guarantor, directly or indirectly, in cash or other assets
or by set-off or in any other manner, payment or security on account of such
claim or other rights.  If any amount shall be paid to any Guarantor
in violation of the preceding sentence and any amounts owing to the Trustee or
the Holders of Notes or other Noteholder Secured Parties under the Notes, this
Indenture, the other Note Documents or any other document or instrument
delivered under or in connection with such agreements or instruments, shall not
have been paid in full, such amount shall have been deemed to have been paid to
such Guarantor for the benefit of, and held in trust for the benefit of, the
Trustee or the Holders or the other Noteholder Secured Parties and shall
forthwith be paid to the Trustee for the benefit of itself or such Holders or
other Noteholder Secured Parties to be credited and applied to the obligations
in favor of the Trustee or the Holders or other Noteholder Secured Parties, as
the case may be, whether matured or unmatured, in accordance with the terms of
this Indenture.  Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and that the waiver set forth in this Section 13.06 is knowingly
made in contemplation of such benefits.

     

    
      SECTION 13.07.      Immediate
Payment.

    

     

    Each
Guarantor agrees to make immediate payment to the Trustee on behalf of the
Holders of all Guarantee Obligations owing or payable to the respective Holders
upon receipt of a demand for payment therefor by the Trustee to such Guarantor
in writing.


    
      
         


      

      
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      SECTION 13.08.      No
Set-Off.

    

     

    Each
payment to be made by a Guarantor hereunder in respect of the Guarantee
Obligations shall be payable in the currency or currencies in which such
Guarantee Obligations are denominated, and, to the fullest extent permitted by
law, shall be made without set-off, counterclaim, reduction or diminution of any
kind or nature.

     

    
      SECTION 13.09.      Guarantee Obligations
Absolute.

    

     

    The
obligations of each Guarantor hereunder are and shall be absolute and
unconditional and any monies or amounts expressed to be owing or payable by each
Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Note Guarantee shall be recoverable from such Guarantor as a primary
obligor and principal debtor in respect thereof.

     

    
      SECTION 13.10.      Note Guarantee Obligations
Continuing.

    

     

    The
obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all such obligations have been paid and satisfied in
full.  Each Guarantor agrees with the Trustee that it will from time
to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder and under any other instrument or instruments in such form
as counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute of
limitations now or hereafter in force and, in the event of the failure of a
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of such Guarantor to make, execute and deliver such written acknowledgment
or acknowledgments or other instruments as may from time to time become
necessary or advisable, in the judgment of the Trustee on the advice of counsel,
to fully maintain and keep in force the liability of such Guarantor
hereunder.

     

    
      SECTION 13.11.      Note Guarantee Obligations
Not Reduced.

    

     

    The
obligations of each Guarantor hereunder shall not be satisfied, reduced or
discharged solely by the payment of such principal, premium, if any, interest,
fees and other monies or amounts as may at any time prior to discharge of this
Indenture pursuant to Article Ten be or become owing or payable under or by
virtue of or otherwise in connection with the Notes or this Indenture or the
other Note Documents.

     

    
      SECTION 13.12.      Note Guarantee Obligations
Reinstated.

    

     

    The
obligations of each Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would
otherwise have reduced the obligations of any Guarantor hereunder (whether such
payment shall have been made by or on behalf of the Issuer or by or on behalf of
a Guarantor) is rescinded or reclaimed from any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Issuer or any
Guarantor or otherwise, all as though such payment had not been
made.  If demand for, or acceleration of the time for, payment by the
Issuer or any other Guarantor is stayed upon the insolvency, bankruptcy,
liquidation or reorganization of the Issuer or such Guarantor, all such
Indebtedness otherwise subject to demand for payment or acceleration shall
nonetheless be payable by each Guarantor as provided herein.


    
      
         


      

      
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      SECTION 13.13.      Note Guarantee Obligations
Not Affected.

    

     

    To the
fullest extent permitted by law, the obligations of each Guarantor hereunder
shall not be affected, impaired or diminished in any way by any act, omission,
matter or thing whatsoever, occurring before, upon or after any demand for
payment hereunder (and whether or not known or consented to by any Guarantor or
any of the Holders) which, but for this provision, might constitute a whole or
partial defense to a claim against any Guarantor hereunder or might operate to
release or otherwise exonerate any Guarantor from any of its obligations
hereunder or otherwise affect such obligations, whether occasioned by default of
any of the Holders or otherwise, including, without limitation:

     

    (a)           Any
limitation of status or power, disability, incapacity or other circumstance
relating to the Issuer or any other Person, including any insolvency,
bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
winding-up or other proceeding involving or affecting the Issuer or any other
Person;

     

    (b)           Any
irregularity, defect, unenforceability or invalidity in respect of any
Indebtedness or other obligation of the Issuers or any other Person under this
Indenture, the Notes, other Note Documents or any other document or
instrument;

     

    (c)           Any
failure of the Issuer or any other Guarantor, whether or not without fault on
its part, to perform or comply with any of the provisions of this Indenture, the
Notes, other Note Documents or any Note Guarantee, or to give notice thereof to
a Guarantor;

     

    (d)           The
taking or enforcing or exercising or the refusal or neglect to take or enforce
or exercise any right or remedy from or against the Issuer or any other Person
or their respective assets or the release or discharge of any such right or
remedy;

     

    (e)           The
granting of time, renewals, extensions, compromises, concessions, waivers,
releases, discharges and other indulgences to the Issuer or any other
Person;

     

    (f)           Any
change in the time, manner or place of payment of, or in any other term of, any
of the Notes, or any other amendment, variation, supplement, replacement or
waiver of, or any consent to departure from, any of the Notes or this Indenture,
including, without limitation, any increase or decrease in the principal amount
of or premium, if any, or interest on any of the Notes;

     

    (g)           Any
change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Issuer or a Guarantor;

     

    (h)           Any
merger or amalgamation of the Issuer or a Guarantor with any Person or
Persons;


    
      
         


      

      
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    (i)           The
occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority or
court amending, varying, reducing or otherwise affecting, or purporting to
amend, vary, reduce or otherwise affect, any of the Guarantee Obligations or the
obligations of a Guarantor under its Note Guarantee; and

     

    (j)           Any
other circumstance, including release of a Guarantor pursuant to Section 13.05
(other than by complete, irrevocable payment) that might otherwise constitute a
legal or equitable discharge or defense of the Issuer under this Indenture or
the Notes or of a Guarantor in respect of its Note Guarantee
hereunder.

     

    
      SECTION 13.14.      Waiver.

    

     

    Without
in any way limiting the provisions of Section 13.01, each Guarantor hereby
waives notice of acceptance hereof, notice of any liability of any Guarantor
hereunder, notice or proof of reliance by the Holders upon the obligations of
any Guarantor hereunder, and diligence, presentment, demand for payment on the
Issuer, protest, notice of dishonor or non-payment of any of the Guarantee
Obligations, or other notice or formalities to the Issuer or any Guarantor of
any kind whatsoever.

     

    
      SECTION 13.15.      No Obligation to Take Action
Against the Issuers.

    

     

    Neither
the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies against the Issuer or any other Person or any property of
the Issuer or any other Person before the Trustee is entitled to demand payment
and performance by any or all Guarantors of their liabilities and obligations
under their Note Guarantees or under this Indenture.

     

    
      SECTION 13.16.      Dealing with the Issuer and
Others.

    

     

    The
Holders, without releasing, discharging, limiting or otherwise affecting in
whole or in part the obligations and liabilities of any Guarantor hereunder and
without the consent of or notice to any Guarantor, may

     

    (a)           Grant
time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Issuer or any other Person;

     

    (b)           Take
or abstain from taking security or collateral from the Issuer or from perfecting
security or collateral of the Issuers;

     

    (c)           Release,
discharge, compromise, realize, enforce or otherwise deal with or do any act or
thing in respect of (with or without consideration) any and all collateral,
mortgages or other security given by the Issuer or any third party with respect
to the obligations or matters contemplated by this Indenture or the
Notes;

     

    (d)           Accept
compromises or arrangements from the Issuer;

     

    (e)           Apply
all monies at any time received from the Issuer or from any security upon such
part of the Guarantee Obligations as the Holders may see fit or change any such
application in whole or in part from time to time as the Holders may see fit;
and


    
      
         


      

      
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    (f)           Otherwise
deal with, or waive or modify their right to deal with, the Issuers and all
other Persons and any security as the Holders or the Trustee may see
fit.

     

    
      SECTION 13.17.      Default and
Enforcement.

    

     

    If any
Guarantor fails to pay in accordance with Section 13.07 hereof, subject to the
terms, conditions and provisions of the Intercreditor Agreement, the Trustee may
proceed in its name as trustee hereunder in the enforcement of the Note
Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and
hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from such Guarantor the obligations.

     

    
      SECTION 13.18.      Acknowledgment.

    

     

    Each
Guarantor hereby acknowledges communication of the terms of this Indenture and
the Notes and consents to and approves of the same.

     

    
      SECTION 13.19.      Costs and
Expenses.

    

     

    Each
Guarantor shall pay promptly following written demand (including documentation
reasonably supporting such demand) by the Trustee or Noteholder Collateral Agent
any and all reasonable costs, fees and expenses (including, without limitation,
reasonable legal fees on a solicitor and client basis) incurred by the Trustee
or Noteholder Collateral Agent, its agents, advisors and counsel or any of the
Holders in enforcing any of their rights under any Note Guarantee.

     

    
      SECTION 13.20.      No Merger or Waiver;
Cumulative Remedies.

    

     

    No Note
Guarantee shall operate by way of merger of any of the obligations of a
Guarantor under any other agreement, including, without limitation, this
Indenture.  No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, remedy, power or privilege
hereunder or under this Indenture or the Notes, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Notes preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges in the Note
Guarantee and under this Indenture, the Notes and any other document or
instrument between a Guarantor and/or the Issuers and the Trustee are cumulative
and not exclusive of any rights, remedies, powers and privilege provided by
law.

     

    
      SECTION 13.21.      Survival of Note Guarantee
Obligations.

    

     

    Without
prejudice to the survival of any of the other obligations of each Guarantor
hereunder, the obligations of each Guarantor under Section 13.01 shall survive
the payment in full of the Guarantee Obligations and shall be enforceable
against such Guarantor, to the fullest extent permitted by law, without regard
to and without giving effect to any defense, right of offset or counterclaim
available to or which may be asserted by the Issuers or any
Guarantor.


    
      
         


      

      
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      SECTION 13.22.      Note Guarantee in Addition
to Other Guarantee Obligations.

    

     

    The
obligations of each Guarantor under its Note Guarantee and this Indenture are in
addition to and not in substitution for any other obligations to the Trustee or
to any of the Holders in relation to this Indenture or the Notes and any
guarantees or security at any time held by or for the benefit of any of
them.

     

    
      SECTION 13.23.      Severability.

    

     

    Any
provision of this Article Thirteen which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction unless its removal
would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article Thirteen.

     

    
      SECTION 13.24.      Successors and
Assigns.

    

     

    Each Note
Guarantee shall be binding upon and inure to the benefit of each Guarantor and
the Trustee and the other Holders and other Noteholder Secured Parties and their
respective successors and permitted assigns, except that no Guarantor may assign
any of its obligations hereunder or thereunder, except as permitted by Article
Seven.

     

    ARTICLE FOURTEEN

     

    MISCELLANEOUS

     

    
      SECTION 14.01.      Trust Indenture Act
Controls.

    

     

    If this
Indenture is qualified under the TIA and any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required or deemed to be
included in this Indenture by the TIA, such required or deemed provision shall
control.

     

    
      SECTION 14.02.      Notices.

    

     

    Any
notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telex, by
nationally recognized overnight courier service, by telecopier or registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows:

     

    if to the
Issuer or a Guarantor:

     

    c/o U.S.
Concrete, Inc.

    2925
Briarpark, Suite 1050

    Houston,
TX 77042

    Attention:  General
Counsel

    


    Telephone:

    Facsimile:


    
      
         


      

      
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    if to the
Trustee or Noteholder Collateral Agent:

     

    U.S. Bank
National Association

    150
Fourth Avenue North, 2nd
Floor

    Nashville,
Tennessee  37219

    Attention:  Corporate
Trust Department – U.S. Concrete

    


    Facsimile:   
615-251-0737

     

    With a
copy to:

     

    U.S. Bank
National Association

    100 Wall
Street

    New York,
NY  10005

    Attention:  Corporate
Trust Department – U.S. Concrete

    


    Facsimile:    615-251-0737

     

    Each of
the Issuer and the Trustee and Noteholder Collateral Agent by written notice to
each other such Person may designate additional or different addresses for
notices to such Person.  Any notice or communication to the Issuer and
the Trustee and Noteholder Collateral Agent, shall be deemed to have been given
or made as of the date so delivered if personally delivered; when replied to;
when receipt is acknowledged, if telecopied; five (5) calendar days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee); and next Business Day if by nationally
recognized overnight courier service.

     

    Any
notice or communication mailed to a Holder shall be mailed to him by first class
mail or other equivalent means at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.

     

    Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     

    
      SECTION 14.03.      Communications by Holders
with Other Holders.

    

     

    Holders
may communicate pursuant to Trust Indenture Act § 312(b) with other Holders
with respect to their rights under this Indenture, the Notes or the Note
Guarantees.  The Issuer, the Trustee, the Registrar and any other
Person shall have the protection of Trust Indenture Act
§ 312(c).

     

    
      SECTION 14.04.      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 at the request of the
Trustee:


    
      
         


      

      
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    (i)           An
Officers’ Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that, in the opinion of the signers, all conditions precedent
to be performed or effected by the Issuer, if any, provided for in this
Indenture relating to the proposed action have been complied with;
and

     

    (ii)           An
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

     

    
      SECTION 14.05.      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 the Officers’ Certificate required by
Section 6.06, shall include:

     

    (i)           A
statement that the Person making such certificate or opinion has read such
covenant or condition;

     

    (ii)           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;

     

    (iii)           A
statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with or satisfied;
and

     

    (iv)           A
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with respect to
matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or
certificates of public officials.

     

    
      SECTION 14.06.      Rules by Paying Agent or
Registrar.

    

     

    The
Paying Agent or Registrar may make reasonable rules and set reasonable
requirements for their functions.

     

    
      SECTION 14.07.      Legal
Holidays.

    

     

    If a
payment date is not a Business Day, payment may be made on the next succeeding
day that is a Business Day.

     

    
      SECTION 14.08.      Governing
Law.

    

     

    THIS
INDENTURE, THE NOTES AND THE NOTE GUARANTEES WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


    
      
         


      

      
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      SECTION 14.09.      No Adverse Interpretation of
Other Agreements.

    

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of any of the Issuer or any of its Subsidiaries.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     

    
      SECTION 14.10.      No Recourse Against
Others.

    

     

    No
director, officer, employee, incorporator, stockholder, member or manager of the
Issuer or any Guarantor shall have any liability for any obligations of the
Issuer under the Notes or this Indenture or of any Guarantor under its Note
Guarantee or this Indenture 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.  Such
waiver and release are part of the consideration for issuance of the
Notes.

     

    
      SECTION 14.11.      Successors.

    

     

    All
agreements of the Issuer and the Guarantors in this Indenture, the Notes and the
Note Guarantees shall bind their respective successors.  All
agreements of the Trustee and Noteholder Collateral Agent in this Indenture
shall bind their respective successors.

     

    
      SECTION 14.12.      Duplicate
Originals.

    

     

    All
parties may sign any number of copies of this Indenture.  Each signed
copy or counterpart shall be an original, but all of them together shall
represent the same agreement.

     

    
      SECTION 14.13.      Severability.

    

     

    To the
extent permitted by applicable law, in case any one or more of the provisions in
this Indenture, in the Notes or in the Note Guarantees shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.

     

    
      SECTION 14.14.      Senior
Indebtedness.

    

     

    The
Issuer and each Guarantor hereby designate the obligations with respect to the
Note Documents as senior Indebtedness which is senior in right of payment in
full in cash to any subordinated Indebtedness of the Issuer or any
Guarantor.

     

    
      SECTION 14.15.      Intercreditor Agreement
Governs.

    

     

    Reference
is made to the Intercreditor Agreement.  Notwithstanding anything to
the contrary contained herein, each Holder, by its acceptance of a Note,
(a) consents to the subordination of Liens provided for in the
Intercreditor Agreement, (b) agrees that it will be bound by and will take
no actions contrary to the provisions of the Intercreditor Agreement,
(c) authorizes and instructs the Trustee and Noteholder Collateral Agent to
enter into the Intercreditor Agreement as Trustee and Noteholder Collateral
Agent, respectively, and on behalf of such Holder and (d) agrees this
Indenture and the other Note Documents are subject to the terms, conditions and
provisions of the Intercreditor Agreement.  The foregoing provisions
are intended as an inducement to the lenders under the Credit Agreement to
extend credit and such lenders are intended third party beneficiaries of such
provisions and the provisions of the Intercreditor Agreement.


    
      
         


      

      
        -154-

        
          

        

      

      
         


      

    


    
      SECTION 14.16.      Intercreditor Agreement,
Collateral Agreement and Security Documents.

    

     

    In the
event of any conflict between (a) this Indenture (on the one hand) and
(b) the Intercreditor Agreement, the Collateral Agreement and the Security
Documents (on the other hand), the provisions of the Intercreditor Agreement,
the Collateral Agreement and the Security Documents shall control.

     

    
      SECTION 14.17.      Calculations.

    

     

    Except as
otherwise provided herein, the Issuer (or its agents) will be responsible for
making all calculations called for under this Indenture or the
Notes.  The Issuer (or its agents) will make all such calculations in
good faith and, absent manifest error, its calculations will be final and
binding on Holders.  The Issuer (or its agents) upon request will
provide a schedule of its calculations to each of the Trustee and the Conversion
Agent, and each of the Trustee and Conversion Agent is entitled to rely
conclusively upon the accuracy of such calculations without independent
verification.  The Trustee will deliver a copy of such schedule to any
Holder upon the written request of such Holder.

     

    
      SECTION 14.18.      Waiver of Jury
Trial.

    

     

    EACH OF
THE ISSUER, THE GUARANTORS, THE NOTEHOLDER COLLATERAL AGENT AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     

    
      SECTION 14.19.      Force
Majeure.

    

     

    In no
event shall the Trustee or the Noteholder Collateral Agent be responsible or
liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused by, directly or indirectly, forces beyond its
reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil, or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software or hardware)
services.


    
      
         


      

      
        -155-

        
          

        

      

      
         


      

    


    SIGNATURES

     

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

     

    
      
        
          
            	
                    U.S.
      CONCRETE, INC., as Issuer

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Michael W. Harlan

                  
	 
      	
                    Name:
      Michael W. Harlan

                  
	 
      	
                    Title:  
      Chief Executive Officer and President

                  
	 
      	 
      
	
                    GUARANTORS:

                  
	 
      
	
                    ALBERTA
      INVESTMENTS, INC.

                  
	
                    ALLIANCE
      HAULERS, INC.

                  
	
                    ATLAS
      REDI-MIX, LLC

                  
	
                    ATLAS-TUCK
      CONCRETE, INC.

                  
	
                    BEALL
      CONCRETE ENTERPRISES, LLC

                  
	
                    BEALL
      INDUSTRIES, INC.

                  
	
                    BEALL
      INVESTMENT CORPORATION, INC.

                  
	
                    BEALL
      MANAGEMENT, INC.

                  
	
                    HAMBURG
      QUARRY LIMITED LIABILITY COMPANY

                  
	
                    REDI-MIX
      CONCRETE, L.P.

                  
	
                    REDI-MIX
      GP, LLC

                  
	
                    REDI-MIX,
      LLC

                  


          

        

      

    

    


    
      
        
          	
                  By:

                	
                  /s/ Michael W. Harlan

                
	 
      	
                  Name:
      Michael W. Harlan

                
	 
      	
                  Title:  
      President

                


        

      

    

     

    
      Signature
Page to Indenture

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    
      
        	
                KURTZ
      GRAVEL COMPANY

              
	
                SUPERIOR
      HOLDINGS, INC.

              
	
                TITAN
      CONCRETE INDUSTRIES, INC.

              
	
                USC
      ATLANTIC, INC.

              
	
                USC
      MICHIGAN, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:
      Michael W. Harlan

              
	 
      	
                Title:
      Vice President and Secretary

              
	 
      	 
      
	
                EASTERN
      CONCRETE MATERIALS, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Michael W. Harlan

              
	 
      	
                Name:
      Michael W. Harlan

              
	 
      	
                Title:  
      President and Secretary

              


      

    

     

    
      Signature
Page to Indenture

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                AMERICAN
      CONCRETE PRODUCTS, INC.

              
	
                BRECKENRIDGE
      READY MIX, INC.

              
	
                BUILDERS’
      REDI-MIX, LLC

              
	
                BWB,
      INC. OF MICHIGAN

              
	
                CENTRAL
      CONCRETE SUPPLY CO., INC.

              
	
                CENTRAL
      PRECAST CONCRETE, INC.

              
	
                INGRAM
      CONCRETE, LLC

              
	
                MG,
      LLC

              
	
                SAN
      DIEGO PRECAST CONCRETE, INC.

              
	
                SMITH
      PRE-CAST, INC.

              
	
                SIERRA
      PRECAST, INC.

              
	
                SUPERIOR
      CONCRETE MATERIALS, INC.

              
	
                U.S.
      CONCRETE ON-SITE, INC.

              
	
                USC
      MANAGEMENT CO., LLC

              
	
                USC
      PAYROLL, INC.

              
	
                USC
      TECHNOLOGIES, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:
      Curt M. Lindeman

              
	 
      	
                Title:  
      Vice President and Secretary

              
	 
      	 
      
	
                LOCAL
      CONCRETE SUPPLY & EQUIPMENT, LLC

              
	
                MASTER
      MIX CONCRETE, LLC

              
	
                MASTER
      MIX, LLC

              
	
                NYC
      CONCRETE MATERIALS, LLC

              
	
                PEBBLE
      LANE ASSOCIATES, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:
      Curt M. Lindeman

              
	 
      	
                Title:  
      President and Secretary

              


      

    

     

    
      Signature
Page to Indenture

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                CONCRETE
      ACQUISITION III, LLC

              
	
                CONCRETE
      ACQUISITION IV, LLC

              
	
                CONCRETE
      ACQUISITION V, LLC

              
	
                CONCRETE
      ACQUISITION VI, LLC

              
	
                CONCRETE
      XXXIII ACQUISITION, INC.

              
	
                CONCRETE
      XXXIV ACQUISITION, INC.

              
	
                CONCRETE
      XXXV ACQUISITION, INC.

              
	
                CONCRETE
      XXXVI ACQUISITION, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Curt M. Lindeman

              
	 
      	
                Name:
      Curt M. Lindeman

              
	 
      	
                Title:
      President

              


      

    

     

    
      Signature
Page to Indenture

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                RIVERSIDE
      MATERIALS, LLC

              
	 
      	 
      
	
                By:

              	
                /s/ Wallace H. Johnson

              
	 
      	
                Name:
      Wallace H. Johnson

              
	 
      	
                Title:  
      President and Secretary

              


      

    

     

    
      Signature
Page to Indenture

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    U.S.
      BANK NATIONAL ASSOCIATION,

                  
	as
      Trustee and Noteholder Collateral Agent
	 
      	 
      
	
                    By: 

                  	
                    /s/ Wally Jones

                  
	 
      	
                    Name:
      Wally Jones

                  
	 
      	
                    Title:  
      Vice President

                  


          

        

      

    

     

    
      Signature
Page to Indenture

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [Insert
the Temporary Regulation S Global Note Legend, if applicable pursuant to the
provisions of the Indenture]

     

    [Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

     

    [Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture]

     

    U.S.
CONCRETE, INC.

    9.5%
Convertible Secured Notes 2015

    CUSIP
No.

    
      	
              No.________

            	
              $_________

            


    

     

    U.S.
CONCRETE, INC., a Delaware corporation (the “Issuer”), for value received
promises to pay to ____________ or its registered assigns, the principal sum of
                         
[or such other amount as is provided in a schedule attached hereto]1 on August 31,
2015.

     

    Interest
Payment Dates:  March 1, June 1, September 1 and December 1,
commencing December 1, 2010.

     

    Record
Dates:  February 15, May 15, August 15 and November 15.

     

    Reference
is made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.

    

      


    
      
        	
                1

              	
                This
      language should be included only if the Note is issued in global
      form.

              


      

      

        
          
             


          

          
            A-1

            
              

            

          

          
             


          

        

      

    

     

    IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by its duly authorized officer.

     

    Dated:  [            ],
201_

     

    
      
        
          
            
              	
                      U.S.
      CONCRETE, INC., as Issuer

                    
	 	 
	
                      By:  

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is
one of the 9.5% Convertible Secured Notes due 2015 described in the
within-mentioned Indenture.

     

    Dated:  [           ],
201_

    


    
      
        
          
            
              
                	
                        U.S.
      BANK NATIONAL ASSOCIATION,

                      
	
                        as
      Trustee

                      
	 	 
	
                        By:

                      	 
      
	 
      	
                        Authorized
      Signatory

                      


              

            

          

        

      

    


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    (Reverse
of Note)

     

    9.5%
Convertible Secured Notes due 2015

     

    Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.  All references to
“interest” herein, unless the context requires otherwise, shall include
“Additional Interest.”

     

    1.           Interest.  U.S.
Concrete, Inc., a Delaware corporation (the “Issuer”) promises to pay
interest on the principal amount of this Note at 9.5% per annum from August 31,
2010 until maturity.  The Issuer will pay interest quarterly on March
1, June 1, September 1 and December 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”),
commencing December 1, 2010.  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 original issuance.  The Issuer shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand to the extent lawful at the rate equal to 2% per annum in excess of the
then applicable rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent
lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     

    [Until
this Temporary Regulation S Global Note is exchanged for one or more Permanent
Regulation S Global Notes, the Holder hereof shall not be entitled to receive
payments of interest hereon; until so exchanged in full, this Temporary
Regulation S Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.]2

     

    2.           Method of
Payment.  The Issuer will pay interest on the Notes to the
Persons who are registered Holders of Notes at the Close of Business on the
February 15, May 15, August 15 or November 15 next preceding the Interest
Payment Date (each a “Record
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
issued in denominations of $1,000 and integral multiples thereof.  The
Issuer shall pay principal, premium, if any, and interest on the Notes 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 (“U.S. Legal
Tender”).  Principal, premium, if any, and interest on the
Notes will be payable at the office or agency of the Issuer maintained for such
purpose except that, at the option of the Issuer, the payment of interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes; provided, that for Holders
that have given wire transfer instructions to the Issuer at least three Business
Days prior to the applicable payment date, the Issuer will make all payments of
principal, premium and interest by wire transfer of immediately available funds
to the accounts specified by the Holders thereof.  Until otherwise
designated by the Issuer, the Issuer’s office or agency in New York will be
the office of the Trustee maintained for such purpose.

    

      


    
      
        2      
For Temporary Regulation S Global Note only.

      

      

        
          
             


          

          
            A-4

            
              

            

          

          
             


          

        

      

    

     

    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 any Paying Agent or Registrar
without notice to any Holder.  Except as provided in the Indenture,
the Issuer or any of their Subsidiaries may act in any such
capacity.

     

    4.  Indenture.  The
Issuer issued the Notes under an Indenture dated as of August 31, 2010 (“Indenture”) by and among the
Issuer, the Guarantors, the Trustee and Collateral Agent.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb) (the “Trust Indenture
Act”).  The Notes are subject to all such terms, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of
such terms.

     

    5.           Conversion.

     

    (a)          Optional Conversion.
Subject to and in compliance with the provisions of the Indenture (including
without limitation the conditions of conversion of this Note set forth in the
Indenture), the Holder hereof has the right, at its option, to convert the
principal amount hereof or any portion of such principal which is $1,000 or an
integral multiple thereof, into shares of Common Stock at the applicable
Conversion Rate.  The initial Conversion Rate is 95.23809524 shares of
Common Stock $1,000 principal amount of the Notes (equivalent to a Conversion
Price of approximately $10.50), subject to adjustment in certain events
described in the Indenture. Upon conversion, the Issuer will issue shares of
Common Stock as set forth in the Indenture. No fractional shares will be issued
upon any conversion, but an adjustment and payment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Notes for
conversion.  Notes in respect of which a Holder is exercising its
right to require repurchase on a Fundamental Change of Control Purchase Date may
be converted only if such Holder withdraws its election to exercise such right
in accordance with the terms of the Indenture.

     

    (b)          Termination of Conversion
Right Upon Occurrence of a Conversion Event.  Subject to and in
compliance with the provisions of the Indenture (including without limitation
the conditions of conversion of this Note set forth in the Indenture), upon
occurrence of a Conversion Event the right to convert Notes shall terminate as
of 5:00 p.m. New York City time on the date that is 45 days following
the date the Issuer shall send notice of the occurrence of the Conversion Event
(the “Conversion Event
Notice”).  The Conversion Termination Date shall be the date
that is 46 days following the Conversion Event Notice.  Any Notes not
converted prior to the Conversion Termination Date as a result of the Conversion
Cap (specified in (e) below), may, at such Holder’s option, be converted into
shares of the Common Stock on a date or dates prior to the date that is 180 days
following the Conversion Event Termination Date provided that a Holder must send
an election notice (an “Election Notice”) specifying
such later conversion to the Issuer prior to the Conversion Termination
Date.  Any Notes not converted in connection with a Conversion Event
may be redeemed, in whole or in part, at the Issuer’s option at any time prior
to the Maturity Date in accordance with Paragraph 7 hereof.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    If a
Conversion Event occurs on or prior to the second anniversary of the Issue Date,
in addition to the shares of Common Stock issuable  upon conversion or
any amounts received upon redemption or at maturity, the Holders shall receive
an amount in cash equal to the Cash Conversion Amount (which, at the election of
the Issuer and subject to satisfaction of certain conditions specified in the
Indenture, may be paid in shares of Common Stock).

     

    As of the
Conversion Termination Date, the interest on the Notes shall cease to accrue,
certain covenants and certain other provisions shall no longer have any force or
effect as specified in the Indenture and the Collateral securing the Notes and
Note Guarantees shall be released.

     

    (c)           Conversion in Connection
with the Fundamental Change of Control.  If a Holder converts
its Notes in connection with a Fundamental Change of Control, the Issuer shall
(i) increase the Conversion Rate for the Notes so surrendered for
conversion by a number of Additional Shares of Common Stock as described in the
Indenture and (ii) pay to such Holder in cash the Make Whole Payment equal
to the total amount of interest that would have accrued and become payable on
such Notes from, but excluding, the Effective Date through, and including,
August 31, 2013 (but including any accrued and unpaid interest on the Notes from
the Issue Date through and including the Effective Date).  The Make
Whole Payment shall be made on the applicable Conversion Payment
Date.  Notwithstanding the above and subject to satisfaction of
certain conditions specified in the Indenture, at the election of the Issuer,
the Make Whole Payment may be paid in shares of its Common Stock.

     

    (d)           Payment of Accrued
Interest.  Upon conversion and without duplication, Holders
shall receive a separate cash payment for Accrued Interest, which, at the
election of the Issuer (subject to satisfaction of certain conditions specified
in the Indenture), may be paid in shares of its Common Stock.

     

    (e)           Conversion
Cap.  Notwithstanding anything to the contrary in this Note and
the Indenture, (i) a “beneficial owner” (as determined pursuant to
Section 13 of the Exchange Act) of the Notes shall not be entitled to
convert any Notes, (ii) the Issuer shall not be entitled to settle any cash
payments owing to any beneficial owner of Notes in shares of its Common Stock
and (iii) shares of any acquiror (or successor) shall not be issued upon
conversion pursuant to the adjustment mechanism contained in the Indenture or in
connection with a transaction governed by the provisions of the Indenture or
upon a Fundamental Change of Control  to the extent, and only to the
extent, such conversion or share settlement would cause such Person, together
with its Affiliates, to become a beneficial owner  of more than 9.9%
of the issued and outstanding shares of Common Stock (or such equivalent shares
of an acquiror or a successor) (the “Conversion
Cap”).

     

    6.          
 Repurchase at
the Option of Holder

     

    (a)           Upon a Fundamental Change of
Control. Subject to and in compliance with the provisions of the
Indenture (including without limitation the conditions of conversion of this
Note set forth in Paragraph 5), upon occurrence of a Fundamental Change of
Control, the Holders shall have a right to require the Issuer to repurchase all
or a portion of their Notes at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to but excluding the Fundamental Change of
Control Purchase Date.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    (b)           From Net Proceeds of Certain
Sales and Dispositions.  The Issuer is, subject to certain
conditions and exceptions, obligated to make an offer to purchase Notes at 100%
of their principal amount, plus accrued and unpaid interest, if any, thereon to
the date of repurchase, with certain net cash proceeds of certain sales or other
dispositions of assets in accordance with the Indenture.

     

    7.      
     Redemption at the Option of
the Issuer. On or after the Conversion Termination Date, the Issuer may,
at its option, redeem the Notes, in whole or in part, out of funds legally
available therefor, at any time or from time to time, subject to the notice
provisions and provisions for partial redemption described in the Indenture, at
a price (the “Redemption
Price”) equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date fixed for redemption (the “Redemption Date”) plus the
Cash Conversion Amount; provided, that the Issuer may
redeem only such Notes not otherwise specified for conversion pursuant to an
Election Notice.  The Issuer shall pay the Redemption Price in respect
of such Notes subject to redemption on the Redemption Date in accordance with
the provisions of the Indenture.  The Issuer may elect to pay the Cash
Conversion Amount, in whole or in part, in shares of its Common
Stock.

     

    8.       
    Notice of
Redemption.  Notice of redemption will be mailed by first class
mail at least 15 days but not more than 45 days before the Redemption Date to
each Holder of Notes to be redeemed at its registered address.  Notes
in denominations larger than $1,000 may be redeemed in part.  If any
Note is to be redeemed in part only, the notice of redemption that relates to
such Note shall state the portion of the principal amount thereof to be
redeemed.  A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note.  On and after the Redemption Date
interest ceases to accrue on Notes or portions thereof called for
redemption.

     

    9.        
   Mandatory
Redemption.  The Issuer shall
not be required to make any sinking fund, mandatory redemption or other similar
payments with respect to the Notes.

     

    10.           Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof.  The transfer
of Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Issuer and the Registrar are not
required to transfer or exchange any Note selected for
redemption.  Also, the Issuer and the Registrar are not required to
transfer or exchange any Notes for a period of 15 days before a selection of
Notes to be redeemed.

     

    [This
Temporary Regulation S Global Note is exchangeable in whole or in part for one
or more Global Notes only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture.  Upon exchange of
this Temporary Regulation S Global Note for one or more Global Notes, the
Trustee shall cancel this Temporary Regulation S Global Note.]3

    

      


    
      
        3      
For Temporary Regulation S Global Note only.

      

      

        
          
             


          

          
            A-7

            
              

            

          

          
             


          

        

      

    

    11.           Persons Deemed
Owners.  The registered Holder of a Note may be treated as its
owner for all purposes.

     

    12.           Amendment, Supplement and
Waiver.  The Note Documents may be amended or supplemented only
as provided in the Indenture.

     

    13.           Defaults and
Remedies.  If a Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
generally may declare all the Notes to be due and payable
immediately.  Notwithstanding the foregoing, in the case of a Default
arising from certain events of bankruptcy or insolvency as set forth in the
Indenture, with respect to the Issuer, all outstanding Notes will become due and
payable without further action or notice.  Holders of the Notes may
not enforce the Indenture, the Security Documents, Intercreditor Agreement or
the Notes except as provided in the Indenture.  Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee or Noteholder Collateral Agent in its exercise of
any trust or power.  The Trustee and Noteholder Collateral Agent may
withhold from Holders of the Notes notice of any continuing Default (except a
Default relating to the payment of principal or interest including an
accelerated payment or the failure to make a payment on the Fundamental Change
of Control Purchase Date, or payment in connection with a Conversion Event, on
the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default in
complying with the provisions of Article Seven of the Indenture) if they
determine that withholding notice is in their interest.  The Holders
of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default and its consequences under the Indenture except a continuing
Default in the payment of interest on, or the principal of, or the premium on,
the Notes.

     

    14.           Restrictive
Covenants.  The Indenture contains certain covenants that,
among other things, limit the ability of the Issuer and its Restricted
Subsidiaries to make restricted payments, to incur indebtedness, to create
liens, to sell assets, to permit restrictions on dividends and other payments by
Restricted Subsidiaries of the Issuer, to consolidate, merge or sell all or
substantially all of its assets or to engage in transactions with
affiliates.  The limitations are subject to a number of important
qualifications and exceptions.  The Issuer must annually report to the
Trustee on compliance with such limitations and other provisions in the
Indenture.

     

    15.           No Recourse Against
Others.  No director, officer, employee, incorporator,
stockholder, member or manager of the Issuer or any Guarantor shall have any
liability for any obligations of the Issuer under the Notes or the Indenture, or
of any Guarantor under its Note Guarantee or the Indenture 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.

    


    
      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      

    

    


    16.           Note
Guarantees.  This Note will be entitled to the benefits of
certain Note Guarantees made for the benefit of the
Holders.  Reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and obligations thereunder
of the Guarantors, the Trustee and the Holders.

     

    17.           Security
Interest.  The Notes will be secured, to the extent and in the
manner provided in the Security Documents, by (i) a first priority Lien on
the Notes Collateral (subject to Permitted Liens), and (ii) a second
priority Lien on the ABL Collateral (subject to Permitted
Liens).  Each Holder of Notes, by its acceptance of a Note, consents
and agrees to the terms of each Security Document and the Intercreditor
Agreement, authorizes and directs the Trustee to appoint U.S. Bank National
Association as Noteholder Collateral Agent on the Issue Date and directs the
Noteholder Collateral Agent to enter into the Security Documents and the
Intercreditor Agreement, and authorizes and empowers each of the Trustee and the
Noteholder Collateral Agent to bind the Holders of Notes as set forth in the
Security Documents and the Intercreditor Agreement and to perform its respective
obligations and exercise its respective rights and powers
thereunder.  In the event of any conflict between (a) the
Indenture (on the one hand) and (b) the Intercreditor Agreement and the
Security Documents (on the other hand), the provisions of the Intercreditor
Agreement and Security Documents shall control unless such compliance would
violate the TIA.

     

    18.           Trustee Dealings with the
Issuer.  Subject to certain terms, the Trustee or Noteholder
Collateral Agent under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the Issuer,
their Subsidiaries or their respective Affiliates as if it were not the Trustee
or Noteholder Collateral Agent.

     

    19.           Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

     

    20.           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
entirety), 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).

     

    21.           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 Registrable Securities (as defined in the Registration Rights Agreement) will
have all the rights set forth in the Registration Rights Agreement dated as of
August 31, 2010, among the Issuer, the Guarantors and the other parties named on
the signature pages thereof (the “Registration Rights
Agreement”).

     

    22.           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.

    


    
      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      

    

    


    23.           Governing
Law.  This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York.

     

    The
Issuer will furnish to any Holder upon written request and without charge a copy
of the Note Documents.

    


    
      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT
FORM

     

    I or we
assign and transfer this Note to

     

     

      
        

      

    

     

    

      
        
(Print or
type name, address and zip code of assignee or transferee)

    

     

      
        

      

    

    (Insert
Social Security or other identifying number of assignee or
transferee)

     

    and
irrevocably appoint _______________________________________ agent to transfer
this Note on the books of the Issuer.  The agent may substitute
another to act for him.

     

    
      
        
          	
                  Dated:  _______________________

                	 
      	
                  Signed:  

                	 
      
	 
      	 
      	 
      	
                  (Sign
      exactly as name appears on

                
	 
      	 
      	 
      	
                  the
      other side of this
Note)

                


        

      

    

    


    
      
        
          
            	
                    Signature
      Guarantee:

                  	 
      
	 
      	
                    Participant
      in a recognized Signature Guarantee

                    Medallion
      Program (or other signature guarantor

                    program
      reasonably acceptable to the
Trustee)

                  


          

        

      

    

    


    In
connection with any transfer of this Note occurring prior to the date which is
the date following the expiration of the applicable holding period set forth in
Rule 144(d) of the Securities Act of this Note, the undersigned confirms that it
has not utilized any general solicitation or general advertising in connection
with the transfer and is making the transfer pursuant to one of the
following:

     

    [Check
One]

     

    
      	
              (1)
      ___

            	
              to
      the Issuer or a subsidiary thereof;
or

            


    

     

    
      	
              (2)
      ___

            	
              to
      a person who the transferor reasonably believes is a “qualified
      institutional buyer” pursuant to and in compliance with Rule 144A under
      the Securities Act of 1933, as amended (the “Securities Act”);
      or

            


    

     

    
      	
              (3)
      ___

            	
              to
      an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) under the Securities Act) that has furnished to the
      Trustee a signed letter containing certain representations and agreements
      (the form of which letter can be obtained from the Trustee);
      or

            


    

     

    
      	
              (4)
      ___

            	
              outside
      the United States to a non-“U.S. person” as defined in Rule 902 of
      Regulation S under the Securities Act in compliance with Rule 904 of
      Regulation S under the Securities Act;
or

            


    

     

    


    
      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      

    

    


    
      	
              (5)
      ___

            	
              pursuant
      to the exemption from registration provided by Rule 144 under the
      Securities Act or pursuant to another exemption available under the
      Securities Act; or

            


    

     

    
      	
              (6)
      ___

            	
              pursuant
      to an effective registration statement under the Securities
      Act.

            


    

     

    and
unless the box below is checked, the undersigned confirms that such Note is not
being transferred to an “affiliate” of the Issuer as defined in Rule 144 under
the Securities Act (an “Affiliate”):

     

     ̈ The
transferee is an Affiliate of the Issuer.

     

    Unless
one of the foregoing items (1) through (6) is checked, the Trustee will
refuse to register any of the Notes evidenced by this certificate in the name of
any person other than the registered Holder thereof; provided, however, that if item (3),
(4) or (5) is checked, the Issuer or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4)) and other information as the Trustee or the Issuer
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

     

    If none
of the foregoing items (1) through (6) are checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.16 of the
Indenture shall have been satisfied.

     

    
      
        
          	
                  Dated:
      _______________________

                	 
      	
                  Signed:  

                	 
      
	 
      	 
      	 
      	
                  (Sign
      exactly as name appears on the other

                
	 
      	 
      	 
      	
                  side
      of this Note)

                


        

      

    

     

    Signature
Guarantee:                                                                                                                                                                 


     

    
      
        	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the
  Trustee)

              


      

    

     

    TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     

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

    


    
      
        
           


        

        
          A-12

          
            

          

        

        
           


        

      

    

    


    
      
        	
                Dated:
      _______________________

              	 
      
	 
      	
                NOTICE:   
      To be executed by an executive
officer

              


      

    

    


    
      
        
           


        

        
          A-13

          
            

          

        

        
           


        

      

    

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Issuer pursuant to
Article Three or Section 6.11 of the Indenture, check the appropriate
box:

     

    Article Three                                           Section 6.11

     

    If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Article Three or Section 6.11 of the Indenture, state the amount (in
denominations of $1,000 and integral multiples
thereof):  $___________

     

    
      
        
          	
                  Dated:  _______________________

                	 	
                  Signed:

                	 
      
	 
      	 	 
      	
                  (Sign
      exactly as name

                
	 
      	 	 
      	
                  appears
      on the other

                
	 
      	 	 
      	
                  side
      of this Note)

                


        

      

    

    


    
      
        
          
            
              	
                      Signature
      Guarantee:

                    	 
      	 
	
                       

                    	
                      Participant
      in a recognized Signature Guarantee

                      Medallion
      Program (or other signature guarantor

                      program
      reasonably acceptable to the Trustee)

                    	 


            

          

        

      

    

    


    
      
        
           


        

        
          A-14

          
            

          

        

        
           


        

      

    

    


    CONVERSION
NOTICE

     

    If you
want to convert this Note into Common Stock of the Issuer, check the
box:

     

     ̈

     

    To
convert only part of this Note, state the principal amount to be converted into
shares of Common Stock (which must be $1,000 or an integral multiple of thereof,
the “Conversion
Shares”):

     

    $                                      
4

     

    State the
principal amount of the Notes held not subject to conversion
$________.

     

    State the
aggregate number of shares of Common Stock of the Issuer beneficially owned as
of the date of this notice __________.

     

    The
Issuer and the Trustee shall be entitled to rely upon the representation
herein.  The Issuer shall not be in breach of any provision of the
Indenture or the Note with respect to the Conversion Shares issued in reliance
on such information and shall have no liability (and shall be indemnified by the
undersigned for any liability) as a result of the issuance of any Conversion
Shares to the undersigned in excess of the Conversion Cap issued in reliance on
such information.

     

     ̈           If
you want the Conversion Shares to be issued to you in the form of a physical certificate
(instead of via the Direct Registration System), fill out the form below with respect to the name of
the person in whose name the physical certificate is to be
issued:

     

    (Insert such person’s social security
or tax ID no.)

     

    (Print or type such person’s name,
address and zip code)

     

    NOTE:  If you do not check
the box above and provide the requested information, the Conversion Shares will
be issued to you via the Direct Registration System.

     

    Date:_____________________________                                         

     

    Signed:________________________________

     

    Name:
_________________________  Phone
Number:  _____________________________

     

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

     

    Signature
Guarantee:

     

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

    
      
         

        
          

        

      

      
        	
                4

              	
                State
      the (1) principal amount of Notes held not subject to conversion and (2)
      aggregate number of shares of common stock of the Issuer held as of the
      date of this notice.

              


      

    

    


    
      
        
           


        

        
          A-15

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE5

     

    The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Physical Note, or exchanges of a part of another Global
Note or Physical 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 Note

                            Custodian

                          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                  

                

              

            

          

        

      

    

    
       

        
          

        

      

      
        	
                5

              	
                This
      schedule should be included only if the Note is issued in global
      form.

              


      

    

    
      
        
           


        

        
          A-16

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    NOTE
GUARANTEE

     

    For value
received, each of the undersigned (including any successor Person under the
Indenture) hereby unconditionally guarantees, jointly and severally, to the
extent set forth in the Indenture (as defined below) to the Holder of this Note
the payment of principal, premium, if any, and interest on this Note in the
amounts and at the times when due and interest on the overdue principal,
premium, if any, and interest, if any, of this Note when due, if lawful, and, to
the extent permitted by law, the payment or performance of all other obligations
of the Issuer under the Indenture or the Notes or other Note Documents, to the
Holder of this Note and the Trustee and other Noteholder Secured Parties, all in
accordance with and subject to the terms and limitations of this Note, the
Indenture, including Article Thirteen thereof, and this Note
Guarantee.  This Note Guarantee will become effective in accordance
with Article Thirteen of the Indenture and its terms shall be evidenced
therein.  The validity and enforceability of any Note Guarantee shall
not be affected by the fact that it is not affixed to any particular
Note.

     

    Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Indenture dated as of August 31, 2010, among U.S. Concrete, Inc., a Delaware
corporation (the “Issuer”), the Guarantors named therein and U.S. Bank National
Association, as trustee (the “Trustee”), as amended or supplemented (the
“Indenture”).

     

    The
obligations of the undersigned to the Holders of Notes and to the Trustee
pursuant to this Note Guarantee and the Indenture are expressly set forth in
Article Thirteen of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Note Guarantee and all of the other
provisions of the Indenture to which this Note Guarantee relates.

     

    No
director, officer, employee, incorporator, stockholder, member or manager of any
Guarantor, as such, shall have any liability for any obligations of such
Guarantors under such Guarantors’ Note Guarantee or the Indenture or for any
claim based on, in respect of, or by reason of, such obligation or its
creation.

     

    This Note Guarantee shall be governed
by, and construed in accordance with, the laws of the State of
New York.

     

    This Note
Guarantee is subject to release upon the terms set forth in the
Indenture.

    


    
      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, each Guarantor has caused its Note Guarantee to be duly
executed.

     

    Date:

     

    
      
        
          
            	
                    [                                   ]

                  
	 
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

    


    
      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    FORM
OF LEGENDS

     

    Each
Global Note and Physical Note that constitutes a Restricted Security shall bear
the following legend (the “Private Placement Legend”) on the face thereof until
the expiration of the applicable holding period with respect thereto set forth
in Rule 144(d) of the Securities Act, unless otherwise agreed by the Issuer and
the Holder thereof or if such legend is no longer required by
Section 2.16(f) of the Indenture:

     

    This
note (or its predecessor) was originally issued in a transaction exempt from
registration under the United States Securities Act of 1933 (the “Securities
Act”), and this note may not be offered, sold or otherwise transferred in the
absence of such registration or an applicable exemption
therefrom.  Each purchaser of this note is hereby notified that the
seller of this note may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A
thereunder.

     

    The
holder of this note agrees for the benefit of the Issuer and the Guarantors that
(a) this note may be offered, resold, pledged or otherwise transferred,
only (i) so long as such security is eligible for resale pursuant to Rule
144A, in the United States to a person whom the seller reasonably believes is a
qualified institutional buyer (as defined in Rule 144A under the Securities Act)
in a transaction meeting the requirements of rule 144A, (ii) outside the
United States in an offshore transaction in accordance with Rule 904 under the
Securities Act, (iii) pursuant to an exemption from registration under the
securities act provided by Rule 144 thereunder (if available) or
(iv) pursuant to an effective registration statement under the Securities
Act, in each of cases (i) through (iv) in accordance with any
applicable securities laws of any state of the United States, and (b) the
holder will, and each subsequent holder is required to, notify any purchaser of
this note from it of the resale restrictions referred to in
(a) above.

     

    Each
Global Note authenticated and delivered hereunder shall also bear the following
legend:

     

    This
note is a Global Note within the meaning of the Indenture hereinafter referred
to and is registered in the name of a Depositary or a nominee of a Depositary or
a successor Depositary.  This note is not exchangeable for notes
registered in the name of a person other than the Depositary or its nominee
except in the limited circumstances described in the indenture, and no transfer
of this note (other than a transfer of this note 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) may be registered except in the limited
circumstances described in the Indenture.

    


    
      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      

    

    


    Unless
this certificate is presented by an authorized representative of the Depositary
Trust Company, a New York Corporation (“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 in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), any transfer, pledge or other use hereof for value or otherwise by or to
any person is wrongful inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     

    Transfers
of this Global Note shall be limited to transfers in whole, but not in part, to
nominees of Cede & Co. or to a successor thereof or such successor’s nominee
and transfers of portions of this Global Note shall be limited to transfers made
in accordance with the restrictions set forth in Section 2.16 of the
Indenture.

     

    Each
Temporary Regulation S Global Note shall also bear the following
legend:

     

    The
rights attaching to this Temporary Regulation S Global Note, and the conditions
and procedures governing its exchange for certificated Notes, are as specified
in the Indenture.  Neither the Holder nor the beneficial owners of
this Temporary Regulation S Global Note shall be entitled to receive payment of
interest hereon.

    


    
      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
D

     

    FORM
OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF TEMPORARY
REGULATION S GLOBAL NOTE

     

    ___________________,_______

     

    U.S. Bank
National Association

    60
Livingston Avenue

    1st Floor
– Bond Drop Window

    St. Paul,
MN  55107

    Attn.:
Corporate Trust Department – U.S. Concrete

     

    
      	
               
      

            	
              Re:

            	
              U.S.
      Concrete, Inc. (the “Issuer”)

            


    

    
      	
               
      

            	
              9.5% Convertible
      Secured Notes due 2015 (the
“Notes”)

            


    

     

    Dear
Sirs:

     

    This
letter relates to U.S. $ ______________ principal amount of Notes represented by
a certificate (the “Legended
Certificate”) which bears a legend outlining restrictions upon transfer
of such Legended Certificate.  Pursuant to Section 2.16(c) of the
Indenture (the “Indenture”) dated as of August
31, 2010 relating to the Notes, we hereby certify that we are (or we will hold
such securities on behalf of) a person outside the United States (or to a
Purchaser Party (as defined in the Indenture)) to whom the Notes could be
transferred in accordance with Rule 904 of Regulation S promulgated under
the U.S. Securities Act of 1933, as amended.

     

    You, as
Trustee, the Issuer, counsel for the Issuer and others 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.  Terms
used in this letter have the meanings set forth in
Regulation S.

     

    
      
        
          
            
              	
                      Very
      truly yours,

                    
	 
	
                      [Name
      of Holder]

                    
	 
	
                      By:

                    	 
      
	 
      	
                      Authorized
      Signature

                    


            

          

        

      

    

    


    
      
        
           


        

        
          D-1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

     

    FORM
OF CERTIFICATE TO BE

    DELIVERED
IN CONNECTION WITH

    TRANSFERS
TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS

     

    [                  ],
[     ]

     

    U.S. Bank
National Association

    60
Livingston Avenue

    1st Floor
– Bond Drop Window

    St. Paul,
MN  55107

    Attn.:
Corporate Trust Department – U.S. Concrete

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed purchase of 9.5% Convertible Secured Notes due 2015
(the “Notes”) of U.S.
CONCRETE, INC., a Delaware corporation (the “Issuer”), we confirm
that:

     

    1.           We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture relating to the Notes
(the “Indenture”) and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities Act”), and all applicable state securities laws.

     

    2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered, sold, pledged or
otherwise transferred 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, offer,
pledge or otherwise transfer any Notes, we will do so only (i) to the
Issuer or any of its subsidiaries, (ii) so long as such security is
eligible for resale pursuant to Rule 144A, inside the United States in a
transaction meeting the requirements of Rule 144A under the Securities Act to a
person who we reasonably believe to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act), (iii) inside the United
States to an institutional “accredited investor” (as defined below) that is
purchasing at least $250,000 of Notes for its own account or for the account of
an institutional accredited investor and who, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as
defined in the Indenture) a signed letter containing certain representations and
agreements relating to the restrictions on transfer of the Notes (the form of
which letter can be obtained from the Trustee), (iv) outside the United
States to a person that is not a U.S. person (as defined in Rule 902 under the
Securities Act) in accordance with Regulation S promulgated under the Securities
Act, (v) pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if available) or another available exemption under the
Securities Act or (vi) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any person
purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.

    


    
      
        
           


        

        
          E-1

          
            

          

        

        
           


        

      

    

    


    3.           We
are not acquiring the Notes for or on behalf of, and will not transfer the Notes
to, any pension or welfare plan (as defined in Section 3 of the Employee
Retirement Income Security Act of 1974, as amended) or plan (as defined in
Section 4975 of the Internal Revenue Code of 1986, as amended), except as
permitted in the Section entitled “Notice to Investors” of the Offering
Memorandum.

     

    4.           We
understand that, on any proposed resale of any Notes, we will be required to
furnish to the Trustee and the Issuer such certification, legal opinions and
other information as the Trustee 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.

     

    5.           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 their investment, as the case may be.

     

    6.           We
are acquiring the Notes purchased by us for our 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.

    


    
      
        
           


        

        
          E-2

          
            

          

        

        
           


        

      

    

    


    You, as
Trustee, the Issuer, counsel for the Issuer and others 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 proceeding or
official inquiry with respect to the matters covered hereby.

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  [Name
      of Transferee]

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        
           


        

        
          E-3

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
F

     

    FORM
OF CERTIFICATE TO BE DELIVERED

    IN
CONNECTION WITH TRANSFERS

          PURSUANT
TO REGULATION S  

     

    [                ],
[     ]

     

    U.S. Bank
National Association

    60
Livingston Avenue

    1st Floor
– Bond Drop Window

    St. Paul,
MN  55107

    Attn.:
Corporate Trust Department – U.S. Concrete

     

    
      	
               
      

            	
              Re:

            	
              U.S.
      Concrete, Inc. (the “Issuer”)

            


    

    
      	
               
      

            	
              9.5% Convertible
      Secured Notes due 2015 (the
“Notes”)

            


    

     

    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of
$[        ] aggregate principal amount
of the Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and, accordingly, we represent that:

     

    (1)           the
offer of the Notes was not made to a person in the United States;

     

    (2)           either
(a) at the time the buy offer was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States, or (b) the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither we nor any person acting on our behalf knows that
the transaction has been prearranged with a buyer in the United
States;

     

    (3)           no
directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable;

     

    (4)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and

     

    (5)           we
have advised the transferee of the transfer restrictions applicable to the
Notes.

    


    
      
        
           


        

        
          F-1

          
            

          

        

        
           


        

      

    

    


    You, as
Trustee, the Issuer, counsel for the Issuer and others 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.  Terms
used in this certificate have the meanings set forth in Regulation
S.

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  [Name
      of Transferor]

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

    


    
      
        
           


        

        
          F-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

     

    COMMON
STOCK LEGEND

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER:

     

    (1) REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,
AND

     

    (2) AGREES
FOR THE BENEFIT OF U.S. CONCRETE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST
HEREIN PRIOR TO DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST
ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT:

     

    (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

     

    (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN BECOME EFFECTIVE UNDER THE SECURITIES
ACT, OR

     

    (C) FOR
SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN
RULE 144A THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A, OR

     

    (D) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, INCLUDING RULE 144, IF AVAILABLE.

    


    
      
        
           


        

        
          G-1

          
            

          

        

        
           


        

      

    

    


    PRIOR TO
ANY OFFER, SALE, PLEDGE OR TRANSFER PURSUANT TO CLAUSE (2)(D) ABOVE THE COMPANY
AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.

    


    
      
        
           


        

        
          G-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
H

     

    FORM
OF CONVERSION EVENT NOTICE

     

    _______________, ____

    [Name of
the Holder]

    [Address
of the Holder]

     

    
      	
               
      

            	
              Re:

            	
              U.S.
      Concrete, Inc. (the “Issuer”)

            


    

    
      	
               
      

            	
              9.5% Convertible
      Secured Notes due 2015 (the
“Notes”)

            


    

     

    Dear
Sirs;

     

    This is a
Conversion Event Notice as defined in Section 5.08 of the Indenture dated
as of August 31, 2010 (the “Indenture”) among the Issuer,
the guarantors from time to time party thereto and U.S. Bank National
Association, as Trustee.  Terms used but not defined herein shall have
the meanings ascribed to them in the Indenture.

     

    We hereby
notify you that

     

    1.           On
[            ]6,
[                 ]7
occurred, which constitutes the Conversion Event pursuant to the
Indenture;

     

    2.           The
Conversion Rate applicable to the Notes is
[             ]8;

     

    3.           The
right to convert Notes will terminate on
[                  ],
the date that is 46 days following the date of this Conversion Event Notice (the
“Conversion Termination
Date”);

     

    4.           Holders
may convert Notes up to the Conversion Cap at any time prior to the Close of
Business on
[                  ],
the Business Day immediately preceding the Conversion Termination
Date;

     

    5.           Any
Holders who cannot convert the full amount of their Notes prior to the
Conversion Termination Date due to the Conversion Cap may send an Election
Notice to us in the form attached hereto (Exhibit J to the Indenture) and
may elect to convert Notes on any date or dates prior to the date that is 180
days following the Conversion Termination Date;

    
       

        
          

        

      

      
        	
                6

              	
                Insert
      the date of the Conversion Event.

              


      

       

      
        	
                7

              	
                Describe
      Conversion Event.

              


      

       

      
        	
                8

              	
                Insert
      Conversion Rate.

              


      

    

    


    
      
        
           


        

        
          H-1

          
            

          

        

        
           


        

      

    

    


    6.           Except
as otherwise provided in an Election Notice, any Notes not otherwise converted
prior to the Conversion Termination Date may be redeemed at our option in
accordance with Article Four of the Indenture;

     

    7.           Interest
shall cease to accrue on all Notes as of (but not including) the Conversion
Termination Date;

     

    8.           The
following covenants
[                              ]
contained in the Indenture shall cease to have any further force or effect as of
the Conversion Termination Date and the following provisions of the Indenture
shall no longer apply
[                      ]
and the Collateral securing the Notes and the Note Guarantees will be released;
and

     

    9.           The
Cash Conversion Amount payable on all Notes as a result of the Conversion Event
is $[          ] and will be
paid on
[            ].

     

    
      
        
          	
                  U.S.
      CONCRETE, INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        
           


        

        
          H-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
I

     

    FORM
OF FUNDAMENTAL CHANGE OF CONTROL PURCHASE NOTICE

     

    _______________, ____

    U.S. Bank
National Association

    60
Livingston Avenue

    1st Floor
– Bond Drop Window

    St. Paul,
MN  55107

    Attn.:
Corporate Trust Department – U.S. Concrete

     

    
      	
               
      

            	
              Re:

            	
              U.S.
      Concrete, Inc. (the “Issuer”)

            


    

    
      	
               
      

            	
              9.5% Convertible
      Secured Notes due 2015 (the
“Notes”)

            


    

     

    Dear
Sirs:

     

    This is a
Fundamental Change of Control Purchase Notice as defined in Section 3.01(c)
of the Indenture dated as of August 31, 2010 (the “Indenture”) among the Issuer,
the guarantors from time to time party thereto and U.S. Bank National
Association, as Trustee.  Terms used but not defined herein shall have
the meanings ascribed to them in the Indenture.

     

    Certificate
No(s). of Notes:                                           

     

    (if
Physical Notes)

     

    I intend
to deliver the following aggregate principal amount of Notes for purchase by the
Issuer pursuant to Section 3.01 of the Indenture (in minimum denomination
of $1,000 and integral multiples thereof):

     

    $                                     

     

    I hereby
certify that I am [      ] / am not
[      ] a Purchaser Party (as defined in the
Indenture).

     

    I hereby
agree that the Notes will be purchased as of the Fundamental Change of Control
Purchase Date pursuant to the terms and conditions thereof and of the
Indenture.

     

    Signed:
________________

    


    
      
        
           


        

        
          I-1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
J

     

    FORM OF ELECTION
NOTICE

     

    U.S.
Concrete, Inc.

    [                  ]

    [                  ]

    T:  [                         ]

    F:  [                         ]

    Attention:
[                         ]

     

    
      	
               
      

            	
              Re:

            	
              9.5% Convertible
      Secured Notes due 2015 (the
“Notes”)

            


    

     

    Dear
Sirs:

     

    This is a
Election Notice as defined in Section 5.08(c) of the Indenture dated as of
August 31, 2010 (the “Indenture”) among U.S.
Concrete, Inc. (the “Issuer”), the guarantors from time to time party thereto
and U.S. Bank National Association, as Trustee.  Terms used but not
defined herein shall have the meanings ascribed to them in the
Indenture.

     

    Certificate
No(s). of Notes:                                           

     

    (if
certificated)

     

    I intend
to deliver the following aggregate principal amount of Notes for conversion by
the Issuer pursuant to Section 5.08 of the Indenture (in minimum
denomination of $1,000 and integral multiples thereof):

     

    $                                     

     

    and
request such Notes to be converted into the shares of Common Stock on the Issuer
on [          ].

     

    As of the
date hereof I am the beneficial owner of
[                 ]
of shares of Common Stock.

     

    Signed:
________________

    


    
      
        
           


        

        
          J-1