exv4w1






Exhibit 4.1




EXECUTION VERSION




 





Celanese US Holdings LLC,




as Issuer



65⁄8% Senior Notes due 2018



 





INDENTURE



Dated as of September 24, 2010



 





Wells Fargo Bank, National Association,

as Trustee



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	23	 
	Section 1.03. Incorporation By Reference of Trust Indenture Act
	 	 	24	 
	Section 1.04. Rules of Construction
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 2

	THE NOTES

	 
	 	 	 	 
	Section 2.01. Amount of Notes; Issuable in Series
	 	 	25	 
	Section 2.02. Form and Dating
	 	 	26	 
	Section 2.03. Execution And Authentication
	 	 	26	 
	Section 2.04. Registrar And Paying Agent
	 	 	27	 
	Section 2.05. Paying Agent to Hold Money in Trust
	 	 	27	 
	Section 2.06. Holder Lists
	 	 	28	 
	Section 2.07. Transfer And Exchange
	 	 	28	 
	Section 2.08. Replacement Notes
	 	 	28	 
	Section 2.09. Outstanding Notes
	 	 	28	 
	Section 2.10. Temporary Notes
	 	 	29	 
	Section 2.11. Cancellation
	 	 	29	 
	Section 2.12. Defaulted Interest
	 	 	29	 
	Section 2.13. CUSIP Numbers, ISINs, etc
	 	 	29	 
	Section 2.14. Calculation of Principal Amount of Notes
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 3

	REDEMPTION

	 
	 	 	 	 
	Section 3.01. Optional Redemption
	 	 	30	 
	Section 3.02. Redemption with Proceeds of Equity Offerings
	 	 	30	 
	Section 3.03. Method and Effect of Redemption
	 	 	30	 
	Section 3.04. Deposit of Redemption Price
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 4

	COVENANTS

	 
	 	 	 	 
	Section 4.01. Payment of Notes
	 	 	32	 
	Section 4.02. Reports and other Information
	 	 	32	 
	Section 4.03. Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	33	 
	Section 4.04. Limitation on Restricted Payments
	 	 	36	 
	Section 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	41	 
	Section 4.06. Asset Sales
	 	 	42	 
	Section 4.07. Transactions with Affiliates
	 	 	44	 
	Section 4.08. Change of Control Event
	 	 	46	 
	Section 4.09. Compliance Certificate
	 	 	47	 
	Section 4.10. [Reserved
	 	 	47	 
	Section 4.11. Liens
	 	 	47	 
	Section 4.12. [Reserved]
	 	 	47	 
	Section 4.13. Maintenance of Office or Agency
	 	 	47	 
	Section 4.14. Business Activities
	 	 	48	 






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	 	 	Page
	Section 4.15. Additional Guarantees
	 	 	48	 
	Section 4.16. Limitations on Holdings; Merger of Holdings into the Issuer
	 	 	48	 
	Section 4.17. Suspension of Covenants
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 5

	MERGER, CONSOLIDATION OR SALE OF ASSETS

	 
	 	 	 	 
	Section 5.01. Consolidation, Merger or Sale of Assets of the Issuer
	 	 	49	 
	Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 6

	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01. Events Of Default
	 	 	50	 
	Section 6.02. Acceleration
	 	 	51	 
	Section 6.03. Other Remedies
	 	 	52	 
	Section 6.04. Waiver of Past Defaults
	 	 	52	 
	Section 6.05. Control by Majority
	 	 	53	 
	Section 6.06. Limitation on Suits
	 	 	53	 
	Section 6.07. Rights of the Holders to Receive Payment
	 	 	53	 
	Section 6.08. Collection Suit by Trustee
	 	 	53	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	53	 
	Section 6.10. Priorities
	 	 	54	 
	Section 6.11. Undertaking For Costs
	 	 	54	 
	Section 6.12. Waiver of Stay or Extension Laws
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 7

	TRUSTEE

	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	54	 
	Section 7.02. Rights of Trustee
	 	 	55	 
	Section 7.03. Individual Rights of Trustee
	 	 	56	 
	Section 7.04. Trustee’s Disclaimer
	 	 	56	 
	Section 7.05. Notice of Defaults
	 	 	56	 
	Section 7.06. Reports by Trustee to the Holders
	 	 	56	 
	Section 7.07. Compensation and Indemnity
	 	 	56	 
	Section 7.08. Replacement of Trustee
	 	 	57	 
	Section 7.09. Successor Trustee by Merger
	 	 	58	 
	Section 7.10. Eligibility; Disqualification
	 	 	58	 
	Section 7.11. Preferential Collection of Claims Against Issuer
	 	 	58	 
	 
	 	 	 	 
	ARTICLE 8

	DISCHARGE OF INDENTURE; DEFEASANCE

	 
	 	 	 	 
	Section 8.01. Discharge of Liability on Notes
	 	 	58	 
	Section 8.02. Defeasance
	 	 	59	 
	Section 8.03. Conditions to Defeasance
	 	 	59	 
	Section 8.04. Application of Trust Money
	 	 	60	 
	Section 8.05. Repayment to Issuer
	 	 	60	 
	Section 8.06. Indemnity for Government Securities
	 	 	61	 
	Section 8.07. Reinstatement
	 	 	61	 






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	 	 	Page
	ARTICLE 9

	AMENDMENTS AND WAIVERS

	 
	 	 	 	 
	Section 9.01. Without Consent of the Holders
	 	 	61	 
	Section 9.02. With Consent of the Holders
	 	 	62	 
	Section 9.03. Compliance with Trust Indenture Act
	 	 	62	 
	Section 9.04. Revocation and Effect of Consents and Waivers
	 	 	62	 
	Section 9.05. Notation on or Exchange of Notes
	 	 	63	 
	Section 9.06. Trustee to Sign Amendments
	 	 	63	 
	Section 9.07. Payment for Consent
	 	 	63	 
	Section 9.08. Additional Voting Terms; Calculation of Principal Amount
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 10

	[RESERVED]

	 
	 	 	 	 
	ARTICLE 11

	GUARANTEES

	 
	 	 	 	 
	Section 11.01. Guarantees of the Notes
	 	 	63	 
	Section 11.02. Limitation on Liability; Release of Guarantee
	 	 	65	 
	Section 11.03. Successors and Assigns
	 	 	65	 
	Section 11.04. No Waiver
	 	 	66	 
	Section 11.05. Modification
	 	 	66	 
	Section 11.06. Execution of Supplemental Indenture for Future Guarantors
	 	 	66	 
	Section 11.07. Non-impairment
	 	 	66	 
	 
	 	 	 	 
	ARTICLE 12

	[RESERVED]

	 
	 	 	 	 
	ARTICLE 13

	MISCELLANEOUS

	 
	 	 	 	 
	Section 13.01. Trust Indenture Act Controls
	 	 	66	 
	Section 13.02. Notices
	 	 	66	 
	Section 13.03. Communication By The Holders With Other Holders
	 	 	67	 
	Section 13.04. Certificate And Opinion As To Conditions Precedent
	 	 	67	 
	Section 13.05. Statements Required In Certificate Or Opinion
	 	 	67	 
	Section 13.06. When Notes Disregarded
	 	 	67	 
	Section 13.07. Rules By Trustee, Paying Agent And Registrar
	 	 	68	 
	Section 13.08. Legal Holidays
	 	 	68	 
	Section 13.09. Governing Law
	 	 	68	 
	Section 13.10. No Recourse Against Others
	 	 	68	 
	Section 13.11. Successors
	 	 	68	 
	Section 13.12. Multiple Originals
	 	 	68	 
	Section 13.13. Table Of Contents; Headings
	 	 	68	 
	Section 13.14. Indenture Controls
	 	 	68	 
	Section 13.15. Severability
	 	 	68	 






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	Appendix A

	 	-
	 	Provisions Relating to Initial Notes, Additional Notes and Exchange Notes
	 
	 	 	 	 
	EXHIBIT INDEX	 	 
	 
	 	 	 	 
	Exhibit A

	 	-
	 	Form of Initial Note
	Exhibit B

	 	-
	 	Form of Exchange Note
	Exhibit C

	 	-
	 	Form of Transferee Letter of Representations
	Exhibit D

	 	-
	 	Form of Supplemental Indenture






-iv-









 





CROSS-REFERENCE TABLE




	 	 	 
	TIA	 	Indenture
	Section	 	Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(b)
	 	7.08; 7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.06
	(b)
	 	13.03
	(c)
	 	13.03
	313(a)
	 	7.06
	(b)(1)
	 	7.06
	(b)(2)
	 	7.06
	(c)
	 	7.06
	(d)
	 	4.02
	314(a)
	 	4.02
	(b)
	 	N.A.
	(c)(1)
	 	13.04
	(c)(2)
	 	13.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	13.05
	(f)
	 	 
	315(a)
	 	7.01
	(b)
	 	7.05
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a) (last sentence)
	 	13.06
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.05
	318(a)
	 	13.01








 




			
	N.A.	 	 Means Not Applicable.
	 
	Note:	 	 This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.






-v-









 








     INDENTURE dated as of September 24, 2010 among CELANESE US HOLDINGS LLC, a Delaware limited
liability company (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank, National
Association, as trustee.



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) $600,000,000 aggregate principal amount of the Issuer’s 65⁄8%
Senior Notes due 2018 issued on the date hereof (the “Initial Notes”), (b) if and when issued in
accordance with the terms if this Indenture, an unlimited principal amount of additional 65⁄8% Senior
Notes due 2018 of the Issuer that may be offered from time to time subsequent to the Issue Date
(the “Additional Notes”) and (c) the Issuer’s 65⁄8% Senior Notes due 2018 that may be issued from
time to time in exchange for Initial Notes or any Additional Notes in an offer registered under the
Securities Act as provided in the Registration Rights Agreement or otherwise registered under the
Securities Act (the “Exchange Notes” and, together with the Initial Notes and Additional Notes, the
“Notes”).



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01. Definitions.



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




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or becomes a Restricted Subsidiary of such specified Person; and




     (2) Indebtedness secured by an existing Lien encumbering any asset acquired by such
specified Person;


but excluding in any event Indebtedness incurred in connection with, or in contemplation of, such
other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person.




     “Additional Interest” means the additional interest, if any, to be paid on the Notes
as described in the Registration Rights Agreement.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.



     “Applicable Premium” means, with respect to any Note on the applicable Redemption
Date, the greater of:




     (1) 1.0% of the then outstanding principal amount of the Note; and




     (2) the excess of:




     (a) the present value at such redemption date of (i) the redemption price of
the Notes at October 15, 2014 (such redemption price being set forth in the table
appearing in Section 3.01) plus (ii) all required interest payments due on the Notes
through October 15, 2014 (excluding accrued but unpaid interest through the
Redemption Date), computed by the Issuer using a discount rate equal to the Treasury
Rate as of such redemption date plus 50 basis points; over




     (b) the then outstanding principal amount of the Note.



     “Asset Sale” means:



 









 





          (1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a
series of related transactions) of property or assets of the Issuer or any Restricted Subsidiary
(each referred to in this definition as a “disposition”) or




          (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a
single transaction or a series of related transactions), in each case, other than:





     (a) a disposition of Cash Equivalents or Investment Grade Securities or
obsolete or worn out property or equipment in the ordinary course of business or
inventory (or other assets) held for sale in the ordinary course of business;




     (b) the disposition of all or substantially all of the assets of the Issuer in
a manner permitted pursuant to Article 5 hereof or any disposition that constitutes
a Change of Control;




     (c) the making of any Restricted Payment or Permitted Investment that is
permitted to be made, and is made, pursuant to Section 4.04;




     (d) any disposition of assets or issuance or sale of Equity Interests of any
Restricted Subsidiary in any transaction or series of transactions with an aggregate
fair market value of less than $50.0 million;




     (e) any disposition of property or assets or issuance of securities by a
Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to
another Restricted Subsidiary;




     (f) the lease, assignment or sublease of any real or personal property in the
ordinary course of business;




     (g) any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary (with the exception of Investments in Unrestricted
Subsidiaries acquired pursuant to clause (1) of the definition of “Permitted
Investments”);




     (h) sales of inventory in the ordinary course of business;




     (i) sales of assets received by the Issuer or any Restricted Subsidiary upon
foreclosures on a Lien;




     (j) sales of Securitization Assets and related assets of the type specified in
the definition of “Securitization Financing” to a Securitization Subsidiary in
connection with any Qualified Securitization Financing;




     (k) a transfer of Securitization Assets and related assets of the type
specified in the definition of “Securitization Financing” (or a fractional undivided
interest therein) by a Securitization Subsidiary in a Qualified Securitization
Financing;




     (l) any exchange of assets for assets related to a Permitted Business of
comparable market value, as determined in good faith by the Issuer, which in the
event of an exchange of assets with a fair market value in excess of
(1) $75.0 million shall be evidenced by a certificate of a Responsible Officer of
the Issuer, and (2) $150.0 million shall be set forth in a resolution approved in
good faith by at least a majority of the Board of Directors; and




     (m) any sale, conveyance, transfer or other disposition (whether in a single
transaction or a series of related transactions) of property or assets in connection
with the Fraport Transaction.



-2-









 





     “Board of Directors” means:




     (a) with respect to a corporation, the board of directors of the corporation;




     (b) with respect to a partnership (including a société en commandite par actions), the
Board of Directors of the general partner or manager of the partnership; and




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


Unless otherwise specified, “Board of Directors” refers to the Board of Directors of the Parent
Guarantor.




     “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York City or in the city in which
the corporate trust office where this Indenture is being administered is located.



     “Capital Stock” means:




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




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




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




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.



     “Capitalized Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at such time be required
to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
in accordance with GAAP.



     “Captive Insurance Subsidiaries” means Celwood Insurance Company and Elwood Insurance
Limited, and any successor to either of them, in each case to the extent such Person constitutes a
Subsidiary.



     “Cash Equivalents” means:




     (1) U.S. dollars, pounds sterling, Euros, or, in the case of any Foreign Subsidiary,
such local currencies held by it from time to time in the ordinary course of business;




     (2) direct obligations of the United States of America or any member of the European
Union or any agency thereof or obligations guaranteed by the United States of America or any
member of the European Union or any agency thereof, in each case with maturities not
exceeding two years;




     (3) certificates of deposit, time deposits and eurodollar time deposits with maturities
of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding 12 months and overnight bank deposits, in each case, with any lender party to the
Credit Agreement or with any commercial bank having at the time of acquisition, capital and
surplus in excess of $500,000,000 (or its foreign currency equivalent);




     (4) repurchase obligations for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above;



-3-









 






     (5) commercial paper maturing within 12 months after the date of acquisition and having
a rating of at least A-1 from Moody’s or P-1 from S&P;




     (6) securities with maturities of two years or less from the date of acquisition issued
or fully guaranteed by any State, commonwealth or territory of the United States of America,
or by any political subdivision or taxing authority thereof, and rated at least A by S&P or
A-2 by Moody’s;




     (7) investment funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (6) of this definition;




     (8) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under
the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and
(iii) have portfolio assets of at least $500.0 million; and




     (9) money market funds that (i) comply with the definition of “qualifying money market
fund” as set forth in Article 18.2 of the Market in Financial Instruments Directive
(Commission Directive 2006/73/EC), and (ii) have portfolio assets of at least $1,000 million
(or its foreign currency equivalent).



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




     (1) the sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any
Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, or any successor provision) other than the Parent Guarantor or any Subsidiary of the
Parent Guarantor; or




     (2) the Issuer or any of its Subsidiaries becomes aware of (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or
otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group
acting for the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act, but excluding any Subsidiary of the Parent
Guarantor) in a single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination or purchase of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of
the total voting power of the Voting Stock of the Issuer or any of its direct or indirect
parent entity.



     “Change of Control Event” means the occurrence of both a Change of Control and a
Rating Decline.



     “Commission” means the Securities and Exchange Commission.



     “Consolidated Depreciation and Amortization Expense” means with respect to any Person
for any period, the total amount of depreciation and amortization expense, including the
amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such
period on a consolidated basis and otherwise determined in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for any period,




     (1) the sum, without duplication, of:




     (a) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period (including amortization of original issue discount, the
interest component of Capitalized Lease Obligations and net payments (if any)
pursuant to interest rate Hedging Obligations, but excluding amortization of
deferred financing fees, expensing of any bridge or other financing fees, customary
commitment fees, administrative and transaction fees and charges, termination costs
and similar payments in respect of Hedging Obligations and Qualified Securitization
Financings and expenses and any interest expense on Indebtedness of a third party
that is not an Affiliate of



-4-









 






the Parent Guarantor or any of its Subsidiaries and that is attributable to
supply or lease arrangements as a result of consolidation under ASC 810-10 or
attributable to “take-or-pay” contracts accounted for in a manner similar to a
capital lease under ASC 840-10, in either case so long as the underlying obligations
under any such supply or lease arrangement or such “take-or-pay” contract are not
treated as Indebtedness as provided in clause (2) of the proviso to the definition
of Indebtedness), and




     (b) consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued (including, without
limitation, Securitization Fees), less



          (2) interest income of such Person and its Restricted Subsidiaries (other than cash interest
income of the Captive Insurance Subsidiaries) for such period.




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




     (1) any net after-tax extraordinary, unusual or nonrecurring gains or income (less all
fees and expenses or charges relating thereto) or loss, expense or charge (including,
without limitation, severance, relocation and restructuring costs) including, without
limitation, (a) any severance expense, and (b) any fees, expenses or charges related to any
offering of Equity Interests of such Person, any Investment, acquisition or Indebtedness
permitted to be incurred hereunder (in each case, whether or not successful and including
the effects of expensing all transaction related expenses in accordance with ASC 805-10 and
gains and losses associated with ASC 460-10), or the offering, amendment or modification of
any debt instrument, including the offering, any amendment or other modification of the
Notes, including all fees, expenses, and charges related to the Transactions, in each case
shall be excluded;




     (2) the Net Income for such period shall not include the cumulative effect of or any
other charge relating to a change in accounting principles during such period (including any
change to IFRS);




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




     (4) any net after-tax gains (less all fees and expenses or charges relating thereto) or
losses attributable to business dispositions or asset dispositions other than in the
ordinary course of business (as determined in good faith by the Board of Directors) shall be
excluded;




     (5) any net after-tax income (less all fees and expenses or charges relating thereto)
or loss attributable to the early extinguishment of indebtedness shall be excluded;




     (6) to the extent covered by insurance and actually reimbursed, or, so long as the
Issuer has made a determination that there exists reasonable evidence that such amount will
in fact be reimbursed by the insurer and only to the extent that such amount is (a) not
denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed
within 365 days of the date of such evidence with a deduction for any amount so added back
to the extent not so reimbursed within 365 days, expenses with respect to liability or
casualty or business interruption shall be excluded;




     (7) (a) the Net Income for such period of any Person that is not a Subsidiary, or that
is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting,
shall be included only to the extent of the amount of dividends or distributions or other
payments in respect of equity that are actually paid in cash (or to the extent converted
into cash) by the referent Person to the Issuer or a Restricted Subsidiary thereof in
respect of such period, but excluding any such dividend, distribution or payment in respect
of equity that funds a JV Reinvestment, and (b) the Net Income for such period shall include
any dividend, distribution or other payments in respect of equity paid in cash by such
Person to the Issuer or a








-5-









 












Restricted Subsidiary thereof in excess of the amounts included in clause (a), but
excluding any such dividend, distribution or payment that funds a JV Reinvestment;




     (8) any increase in amortization or depreciation or any one-time non-cash charges (such
as purchased in-process research and development or capitalized manufacturing profit in
inventory) resulting from purchase accounting in connection with any acquisition that is
consummated prior to or after the Issue Date shall be excluded;




     (9) any non-cash impairment charges resulting from the application of ASC 350 or ASC
360 and the amortization of intangibles pursuant to ASC 805, shall be excluded;




     (10) any non-cash compensation expense realized from grants of stock appreciation or
similar rights, stock options or other rights to officers, directors and employees of such
Person or any of its Restricted Subsidiaries shall be excluded; and




     (11) solely for the purpose of determining the amount available for Restricted Payments
under Section 4.04(a)(3)(A), the Net Income for such period of any Restricted Subsidiary
(other than a Guarantor) shall be excluded if the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of its Net Income is not at the date of
determination permitted without any prior governmental approval (which has not been
obtained) or, directly or indirectly, by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation
applicable to that Restricted Subsidiary or its stockholders, unless such restriction with
respect to the payment of dividends or in similar distributions has been legally waived;
provided that Consolidated Net Income of such Person shall be increased by the amount of
dividends or distributions or other payments that are actually paid in cash (or to the
extent converted into cash) by such Person to the Issuer or another Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein.



     Notwithstanding the foregoing, for the purpose of Section 4.04 only (other than Section
4.04(a)(3)(D)), there shall be excluded from Consolidated Net Income any income arising from any
sale or other disposition of Restricted Investments made by the Issuer and the Restricted
Subsidiaries, any repurchases and redemptions of Restricted Investments by the Issuer and the
Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted
Investments by the Issuer and any Restricted Subsidiary, any sale of the stock of an Unrestricted
Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to
the extent such amounts increase the amount of Restricted Payments permitted under Section
4.04(a)(3)(D).



     “Consolidated Total Leverage Ratio” means, with respect to any Person, the ratio of
the aggregate amount of all Indebtedness of such Person and its Restricted Subsidiaries as of such
date of calculation that would be required to be reflected as liabilities of such Person on a
consolidated balance sheet (excluding the notes thereto and determined on a consolidated basis in
accordance with GAAP) to (ii) EBITDA of such Person for the most recently ended four fiscal
quarters for which internal financial statements are available. In the event that the Issuer or any
Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays
Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the
Consolidated Total Leverage Ratio is being calculated but on or prior to the event for which the
calculation of the Consolidated Total Leverage Ratio is made, then the Consolidated Total Leverage
Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or
repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock,
as if the same had occurred at the beginning of the applicable four-quarter period.



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




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



-6-









 






     (2) to advance or supply funds




     (a) for the purchase or payment of any such primary obligation or




     (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, or




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



     “Credit Agreement” means that certain Credit Agreement, dated as of April 2, 2007 (as
amended as of June 30, 2009), among Celanese Holdings LLC, Celanese US Holdings LLC, the
subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, the lenders
party thereto, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent,
Merrill Lynch Capital Corporation as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A.,
Citibank, N.A. and JP Morgan Chase Bank NA, as co-documentation agents, including any related
notes, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded,
replaced or refinanced from time to time in one or more agreements or indentures (in each case with
the same or new lenders or institutional investors), including any agreement or indenture extending
the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder
or increasing the amount loaned or issued thereunder or altering the maturity thereof.



     “Credit Facilities” means, one or more debt facilities, agreements (including, without
limitation, the Credit Agreement), commercial paper facilities or indentures, in each case with
banks or other institutional lenders or investors providing for revolving credit loans, term loans,
notes (including, without limitation, additional notes issued under this indenture or any other
indenture or note purchase agreement), receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced (including any agreement to extend the maturity thereof
or adding additional borrowers or guarantors) in whole or in part from time to time under the same
or any other agent, lender, investor or group of lenders or investors and including increasing the
amount of available borrowings thereunder; provided that such increase is permitted by under
Section 4.03.



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



     “Designated Non-cash Consideration” means the fair market value of non-cash
consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an
Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’
Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Non-cash Consideration.



     “Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or
indirect parent company of the Issuer (other than Disqualified Stock), that is issued for cash
(other than to the Issuer or any of its Subsidiaries or an employee stock ownership 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 issuance date thereof, the cash proceeds of
which are excluded from the calculation set forth in Section 4.04(a)(3).



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is convertible or for
which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking
fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a
result of a change of control or asset sale), in whole or in part, in each case prior to the date
91 days after the earlier of the Final Maturity Date of the Notes or the date the Notes are no
longer outstanding; provided,



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however, that if such Capital Stock is issued to any plan for the benefit of employees of the
Parent Guarantor or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be repurchased by the
Parent Guarantor or its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations.




     “Domestic Subsidiary” means any direct or indirect subsidiary of the Issuer that was
formed under the laws of the United States, any state of the United States or the District of
Columbia or any United States territory.



     “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person for such period (A) plus, without duplication, and in each case to the extent deducted in
calculating Consolidated Net Income for such period:




     (1) provision for taxes based on income, profits or capital of such Person for such
period, including, without limitation, state, franchise and similar taxes (such as the Texas
franchise tax and Michigan single business tax), plus




     (2) Consolidated Interest Expense of such Person for such period, plus




     (3) Consolidated Depreciation and Amortization Expense of such Person for such period,
plus




     (4) the amount of any restructuring charges (which, for the avoidance of doubt, shall
include retention, severance, systems establishment cost or excess pension charges), plus




     (5) business optimization expenses in an aggregate amount not to exceed $25.0 million
in any calendar year (with unused amounts in any calendar year being carried over to
succeeding calendar years), plus




     (6) the minority interest expense consisting of subsidiary income attributable to
minority equity interests of third parties in any non-Wholly Owned Subsidiary in such period
or any prior period, except to the extent of dividends declared or paid on Equity Interests
held by third parties, plus




     (7) the non-cash portion of “straight-line” rent expense, plus




     (8) the amount of any expense to the extent a corresponding amount is received in cash
by the Issuer and its Restricted Subsidiaries from a Person other than the Issuer or any
Subsidiary of the Issuer under any agreement providing for reimbursement of any such
expense, provided such reimbursement payment has not been included in determining
Consolidated Net Income or EBITDA (it being understood that if the amounts received in cash
under any such agreement in any period exceed the amount of expense in respect of such
period, such excess amounts received may be carried forward and applied against expense in
future periods), plus




     (9) without duplication, any other non-cash charges (including any impairment charges
and the impact of purchase accounting, including, but not limited to, the amortization of
inventory step-up) (excluding any such charge that represents an accrual or reserve for a
cash expenditure for a future period), plus




     (10) any net losses resulting from Hedging Obligations entered into in the ordinary
course of business relating to intercompany loans, to the extent that the notional amount of
the related Hedging Obligation does not exceed the principal amount of the related
intercompany loan,




and (B) less the sum of, without duplication,



-8-









 






     (1) non-cash items increasing Consolidated Net Income for such period (excluding any
items which represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges or asset valuation adjustments made in any prior period);




     (2) the minority interest income consisting of subsidiary losses attributable to the
minority equity interests of third parties in any non-Wholly Owned Subsidiary,




     (3) the cash portion of “straight-line” rent expense which exceeds the amount expensed
in respect of such rent expense and




     (4) any net gains resulting from Hedging Obligations entered into in the ordinary
course of business relating to intercompany loans, to the extent that the notional amount of
the related Hedging Obligation does not exceed the principal amount of the related
intercompany loan.



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



     “Equity Offering” means any public or private sale of common stock or Preferred Stock
of the Issuer or any or its direct or indirect parent corporations (excluding Disqualified Stock),
other than (i) public offerings with respect to common stock of the Issuer or of any direct or
indirect parent corporation of the Issuer registered on Form S-8 and (ii) any such public or
private sale that constitutes an Excluded Contribution.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.



     “Excluded Contribution” means net cash proceeds, marketable securities or Qualified
Proceeds, in each case received by the Issuer and its Restricted Subsidiaries from:




     (1) contributions to its common equity capital; and




     (2) the sale (other than to a Subsidiary 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 Capital Stock (other than Disqualified Stock),


in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date
such capital contributions are made or the date such Equity Interests are sold, as the case may be,
which are excluded from the calculation set forth in Section 4.04(a)(3) hereof.




     “Existing Indebtedness” means Indebtedness of the Issuer and its Subsidiaries (other
than Indebtedness under the Credit Agreement and the Notes) in existence on the Issue Date.



     “Fixed Charge Coverage Ratio” means, with respect to any Person for any period
consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters
for which internal financial statements are available, the ratio of EBITDA of such Person for such
period to the Fixed Charges of such Person for such period. In the event that the Issuer or any
Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays
Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the
Fixed Charge Coverage Ratio is being calculated but on or prior to the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or
Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter
period.



     For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and discontinued operations (as determined in accordance with
GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter
reference period or subsequent to such reference period



-9-









 




and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro
forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations
and discontinued operations (and the change in any associated fixed charge obligations and the
change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference
period.




     If since the beginning of such period any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning
of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or
discontinued operation that would have required adjustment pursuant to this definition, then the
Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as
if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had
occurred at the beginning of the applicable four-quarter period.



     For purposes of this definition, whenever pro forma effect is to be given to an acquisition or
other Investment and the amount of income or earnings relating thereto, the pro forma calculations
shall be determined in good faith by a responsible financial or accounting Officer of the Issuer
and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the
Commission, except that such pro forma calculations may include (1) all adjustments used in
connection with the calculation of “Operating EBITDA” as set forth in footnote (2) under “Summary
Historical Financial Data” in the Offering Memorandum to the extent such adjustments, without
duplication continue to be applicable to such four-quarter period, and (2) operating expense
reductions for such period resulting from the acquisition which is being given pro forma effect
that have been realized or for which the steps necessary for realization have been taken or are
reasonably expected to be taken within six months following any such acquisition, including, but
not limited to, the execution or termination of any contracts, the termination of any personnel or
the closing (or approval by the Board of Directors of any closing) of any facility, as applicable,
provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by
the Issuer’s chief financial officer and another Officer which states (i) the amount of such
adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable
good faith beliefs of the Officers executing such Officers’ Certificate at the time of such
execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the
Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
Calculation Date had been the applicable rate for the entire period (taking into account any
Hedging Obligations applicable to such Indebtedness).



     Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of
making the computation referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average daily balance of
such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.



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




     (1) Consolidated Interest Expense of such Person for such period,




     (2) all cash dividends paid, accrued and/or scheduled to be paid or accrued during
such period (excluding items eliminated in consolidation) on any series of Preferred Stock
of such Person and




     (3) all cash dividends paid, accrued and/or scheduled to be paid or accrued during
such period (excluding items eliminated in consolidation) of any series of Disqualified
Stock.



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



     “Fraport Transactions” means (i) the relocation of a plant owned by Ticona GmbH, a
Subsidiary, located in Kelsterbach, Germany, in connection with a settlement reached with Fraport
AG, a German company that operates the airport in Frankfurt, Germany, to relocate such plant, and
the payment to Ticona in connection with such


-10-









 




settlement of a total of €650 million for the costs associated with the transition of the business
from the current location and closure of the Kelsterbach plant, as further described in the current
report on Form 8-K filed by the Parent Guarantor with the SEC on November 29, 2006 and the exhibits
thereto, and (ii) the activities of the Parent Guarantor and its Subsidiaries in connection with
the transactions described in clause (i), including the selection of a new site, building of new
production facilities and transition of business activities.




     “GAAP” means generally accepted accounting principles in the United States in effect on the
Issue Date. For purposes of this description of the Notes, the term “consolidated” with respect to
any Person means such Person consolidated with its Restricted Subsidiaries and does not include any
Unrestricted Subsidiary. At any time after the Issue Date, the Issuer may elect to apply IFRS
accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP (or
Accounting Standards Codifications) shall thereafter be construed to mean IFRS (and equivalent
pronouncements) as in effect at the date of such election, except as otherwise provided in the
Indenture; provided that any such election, once made, shall be irrevocable; provided, further that
any calculation or determination in the Indenture that requires the application of GAAP for periods
that include fiscal quarters ended prior to Issuer’s election to apply IFRS shall remain as
previously calculated or determined in accordance with GAAP. Issuer shall give notice of any such
election made in accordance with this definition to the Trustee and the holders of the Notes.



     “Government Securities” means securities that are




     (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged or




     (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America,


which, in either case, are not callable or redeemable at the option of the issuers thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.




     “Gradation” means a gradation within a Rating Category or a change to another Rating
Category, which shall include: (i) “+” and “-” in the case of S&P’s current Rating Categories
(e.g., a decline from BB+ to BB would constitute a decrease of one gradation), (ii) 1, 2 and 3 in
the case of Moody’s current Rating Categories (e.g., a decline from Ba1 to Ba2 would constitute a
decrease of one gradation), or (iii) the equivalent in respect of successor Rating Categories of
S&P or Moody’s or Rating Categories used by Rating Agencies other than S&P and Moody’s.



     “guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness or other obligations.



     “Guarantee” means any guarantee of the obligations of the Issuer under the Indenture and the
Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb,
“Guarantee” shall have a corresponding meaning.



     “Guarantor” means any Person that incurs a Guarantee of the Notes; provided that upon the
release and discharge of such Person from its Guarantee in accordance with this Indenture, such
Person shall cease to be a Guarantor.



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



-11-









 






     (1) currency exchange, interest rate or commodity swap agreements, currency exchange,
interest rate or commodity cap agreements and currency exchange, interest rate or commodity
collar agreements;




     (2) other agreements or arrangements designed to protect such Person against or
mitigate fluctuations in currency exchange, interest rates or commodity prices or in prices
of products used or sold in the Issuer or any Restricted Subsidiary’s business; and




     (3) credit default swap agreements designed to protect a Securitization Subsidiary
against the credit risk associated with specific Securitization Assets.



     “Holdings” means Celanese Holdings LLC, a Delaware limited liability company.



     “IFRS” means the International Financial Reporting Standards as adopted by the
International Accounting Standards Board.



     “Indebtedness” means, with respect to any Person,




     (a) any indebtedness (including principal and premium) of such Person, whether or not
contingent,




     (i) in respect of borrowed money,




     (ii) evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or, without double counting, reimbursement agreements in respect thereof),




     (iii) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (A) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (B) reimbursement obligations in
respect of trade letters of credit obtained in the ordinary course of business with
expiration dates not in excess of 365 days from the date of issuance (x) to the
extent undrawn or (y) if drawn, to the extent repaid in full within 20 Business Days
of any such drawing; or




     (iv) representing any Hedging Obligations,




if and to the extent that any of the foregoing Indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP;




     (b) Disqualified Stock of such Person;




     (c) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person
(other than by endorsement of negotiable instruments for collection in the ordinary course
of business);




     (d) to the extent not otherwise included, Indebtedness of another Person secured by a
Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such
Person); and




     (e) to the extent not otherwise included, the amount then outstanding (i.e., advanced,
and received by, and available for use by, the Issuer or any of its Restricted Subsidiaries)
under any Securitization Financing (as set forth in the books and records of the Issuer or
any Restricted Subsidiary);


provided, however, that







-12-









 









     (1) Contingent Obligations incurred in the ordinary course of business and not in
respect of borrowed money and




     (2) Indebtedness of a third party that is not an Affiliate of the Parent Guarantor or
any of its Subsidiaries that is attributable to supply or lease arrangements as a result of
consolidation under ASC 810-10 or attributable to “take-or-pay” contracts accounted for in a
manner similar to a capital lease under ASC 840-10, in either case so long as (i) such
supply or lease arrangements or such take-or-pay contracts are entered into in the ordinary
course of business, (ii) the Board of Directors has approved any such supply or lease
arrangement or any such take-or-pay contract and (iii) notwithstanding anything to the
contrary contained in the definition of EBITDA, the related expense under any such supply or
lease arrangement or under any such take-or-pay contract is treated as an operating expense
that reduces EBITDA,


shall be deemed not to constitute Indebtedness.




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



     “Independent Financial Advisor” means an accounting, appraisal or investment banking
firm or consultant of nationally recognized standing that is, in the good faith judgment of the
Issuer, qualified to perform the task for which it has been engaged.



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



     “Investment Grade Securities” means:




     (1) securities issued by the U.S. government or by any agency or instrumentality
thereof and directly and fully guaranteed or insured by the U.S. government (other than Cash
Equivalents) and in each case with maturities not exceeding two years from the date of
acquisition,




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




     (3) corresponding instruments in countries other than the United States customarily
utilized for high quality investments and in each case with maturities not exceeding two
years from the date of acquisition.



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other
obligations), advances or capital contributions (excluding accounts receivable, trade credit,
advances to customers, commission, travel and similar advances to officers and employees, in each
case made in the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and investments that
are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person
in the same manner as the other investments included in this definition to the extent such
transactions involve the transfer of cash or other property. If the Issuer or any Subsidiary of the
Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of
the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer
a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any
such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary
not sold or disposed of in an amount determined as provided in Section 4.04(d).



     For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04,




     (1) “Investments” shall include the portion (proportionate to the Issuer’s equity
interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of
the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary;



-13-









 






     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined in good faith
by the Issuer; and




     (3) any transfer of Capital Stock that results in an entity which became a Restricted
Subsidiary after the Issue Date ceasing to be a Restricted Subsidiary shall be deemed to be
an Investment in an amount equal to the fair market value (as determined by the Board of
Directors in good faith as of the date of initial acquisition) of the Capital Stock of such
entity owned by the Issuer and the Restricted Subsidiaries immediately after such transfer.



     “Issue Date” means September 24, 2010.



     “JV Reinvestment” means any investment by the Issuer or any Restricted Subsidiary in a
joint venture to the extent funded with the proceeds of a reasonably concurrent dividend or other
distribution made by such joint venture.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation,
pledge, encumbrance, charge or security interest in or on such asset, or (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.



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



     “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends
or accretion of any Preferred Stock.



     “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its
Restricted Subsidiaries in respect of any Asset Sale (including any cash received in respect of or
upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset
Sale and any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but excluding the assumption by
the acquiring Person of Indebtedness relating to the disposed assets or other consideration
received in any other non-cash form), net of the direct costs relating to such Asset Sale and the
sale or disposition of such Designated Non-cash Consideration (including, without limitation,
legal, accounting and investment banking fees, and brokerage and sales commissions), and any
relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing arrangements
related thereto), amounts required to be applied to the repayment of principal, premium (if any)
and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a
result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer
as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of
in such transaction and retained by the Issuer after such sale or other disposition thereof,
including, without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification obligations associated
with such transaction.



     “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit), damages and other
liabilities, and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under the documentation
governing any Indebtedness.



     “Offering Memorandum” means the offering memorandum relating to the offering of the
Notes dated September 15, 2010.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Issuer.



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     “Officers’ Certificate” means a certificate signed on behalf of the Issuer by two
Officers of the Issuer, one of whom is the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Issuer, that meets the
requirements set forth in this Indenture.



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



     “Parent Guarantor” means Celanese Corporation, a Delaware corporation.



     “Permitted Business” means the chemicals business and any services, activities or
businesses incidental or directly related or similar thereto, any line of business engaged in by
the Issuer and its Subsidiaries on the Issue Date or any business activity that is a reasonable
extension, development or expansion thereof or ancillary or complimentary thereto.



     “Permitted Debt” has the meaning assigned to such term in Section 4.03(b).



     “Permitted Investments” means




     (1) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted
Subsidiary in another Restricted Subsidiary;




     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;




     (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person
that is engaged in a Permitted Business if as a result of such Investment (A) such Person
becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of
related transactions, is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Issuer or a
Restricted Subsidiary;




     (4) any Investment in securities or other assets not constituting cash or Cash
Equivalents and received in connection with an Asset Sale made pursuant to Section 4.06
hereof or any other disposition of assets not constituting an Asset Sale;




     (5) any Investment existing on the Issue Date and Investments made pursuant to binding
commitments in effect on the Issue Date;




     (6) (A) loans and advances to officers, directors and employees, not in excess of
$40.0 million in the aggregate outstanding at any one time and (B) loans and advances of
payroll payments and expenses to officers, directors and employees in each case incurred in
the ordinary course of business;




     (7) any Investment acquired by the Issuer or any Restricted Subsidiary (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 Restricted Subsidiary with respect to any
secured Investment or other transfer of title with respect to any secured Investment in
default;




     (8) Hedging Obligations permitted under Section 4.03(b)(ix) hereof;




     (9) any Investment by the Issuer or a Restricted Subsidiary in a Permitted Business
having an aggregate fair market value, taken together with all other Investments made
pursuant to this clause (9) that are at that time outstanding (without giving effect to the
sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of
cash and/or marketable securities), not to exceed 3.0% of Total Assets (with the fair market
value of each Investment being measured at the time made and without giving effect to
subsequent changes in value); provided, however, that if any Investment pursuant to this
clause (9) is








-15-









 












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 (9) for so long
as such Person continues to be a Restricted Subsidiary;




     (10) Investments the payment for which consists of Equity Interests of the Issuer or
any of its parent companies (exclusive of Disqualified Stock);




     (11) guarantees (including Guarantees) of Indebtedness permitted under Section 4.03
hereof and performance guarantees incurred in the ordinary course of business;




     (12) any transaction to the extent it constitutes an Investment that is permitted and
made in accordance with the provisions of Section 4.07(b)(ii), (vi) and (vii) hereof;




     (13) Investments of a Restricted Subsidiary acquired after the Issue Date or of an
entity merged into the Issuer or merged into or consolidated with a Restricted Subsidiary in
accordance with Article 5 after the Issue Date to the extent that such Investments were not
made in contemplation of or in connection with such acquisition, merger or consolidation and
were in existence on the date of such acquisition, merger or consolidation;




     (14) guarantees by the Issuer or any Restricted Subsidiary of operating leases (other
than Capitalized Lease Obligations) or of other obligations that do not constitute
Indebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course
of business;




     (15) guarantees issued in accordance with Section 4.03;




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




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




     (18) any Investment in a Securitization Subsidiary or any Investment by a
Securitization Subsidiary in any other Person in connection with a Qualified Securitization
Financing, including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Securitization Financing or any related Indebtedness;
provided, however, that any Investment in a Securitization Subsidiary is in the form of a
Purchase Money Note, contribution of additional Securitization Assets or an equity interest;




     (19) additional Investments in joint ventures of the Issuer or any of its Restricted
Subsidiaries existing on the Issue Date in an aggregate amount not to exceed the greater of
(x) $250.0 million and (y) 3.0% of Total Assets;




     (20) JV Reinvestments;




     (21) Investments by the Captive Insurance Subsidiaries of a type customarily held in
the ordinary course of their business and consistent with insurance industry standards; and




     (22) additional Investments by the Issuer or any of its Restricted Subsidiaries having
an aggregate fair market value, taken together with all other Investments made pursuant to
this clause (22), not to exceed the greater of (x) $400.0 million and (y) 5.0% of Total
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).




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     “Permitted Liens” means the following types of Liens:




     (1) deposits of cash or government bonds made in the ordinary course of business to
secure surety or appeal bonds to which such Person is a party;




     (2) Liens in favor of issuers of performance, surety bid, indemnity, warranty, release,
appeal or similar bonds or with respect to other regulatory requirements or letters of
credit or bankers’ acceptances issued, and completion guarantees provided for, in each case
pursuant to the request of and for the account of such Person in the ordinary course of its
business or consistent with past practice;




     (3) Liens on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, that such Liens are not created or incurred in connection
with, or in contemplation of, such other Person becoming such a Subsidiary; provided,
further, however, that such Liens may not extend to any other property owned by the Issuer
or any Restricted Subsidiary;




     (4) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into the
Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or
incurred in connection with, or in contemplation of, such acquisition; provided, further,
however, that such Liens may not extend to any other property owned by the Issuer or any
Restricted Subsidiary;




     (5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to the Issuer or another Restricted Subsidiary permitted to be incurred pursuant to Section
4.03 hereof;




     (6) Liens securing Hedging Obligations so long as the related Indebtedness is permitted
to be incurred under the Indenture and is secured by a Lien on the same property securing
such Hedging Obligation;




     (7) Liens on 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;




     (8) Liens in favor of the Issuer or any Restricted Subsidiary;




     (9) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in
part, of any Indebtedness secured by any Liens referred to in clauses (3), (4), (24),
(25) and (26)(y) of this definition; provided, however, that (A) such new Lien shall be
limited to all or part of the same property that secured the original Liens (plus
improvements on such property), and (B) the Indebtedness secured by such Lien at such time
is not increased to any amount greater than the sum of (1) the outstanding principal amount
or, if greater, committed amount of the Indebtedness described under clauses (3), (4), (24),
(25) and (26)(y) at the time the original Lien became a Permitted Lien under the Indenture
and (2) an amount necessary to pay any fees and expenses, including premiums, related to
such refinancing, refunding, extension, renewal or replacement;




     (10) Liens on Securitization Assets and related assets of the type specified in the
definition of “Securitization Financing” incurred in connection with any Qualified
Securitization Financing;




     (11) Liens for taxes, assessments or other governmental charges or levies not yet
delinquent, or which are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted or for property taxes on property that the Issuer or one
of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment,
charge, levy or claim is to such property;




     (12) Liens securing judgments for the payment of money in an aggregate amount not in
excess of $100.0 million (except to the extent covered by insurance), unless such judgments
shall remain



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undischarged for a period of more than 30 consecutive days during which execution shall not
be effectively stayed;




     (13) (A) pledges and deposits made in the ordinary course of business in compliance
with the Federal Employers Liability Act or any other workers’ compensation, unemployment
insurance and other social security laws or regulations and deposits securing liability to
insurance carriers under insurance or self-insurance arrangements in respect of such
obligations and (B) pledges and deposits securing liability for reimbursement or
indemnification obligations of (including obligations in respect of letters of credit or
bank guarantees for the benefit of) insurance carriers providing property, casualty or
liability insurance to the Parent Guarantor, the Issuer or any Restricted Subsidiary;




     (14) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction or other like Liens arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or that are being contested in good
faith by appropriate proceedings and in respect of which, if applicable, the Issuer or any
Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP;




     (15) zoning restrictions, easements, trackage rights, leases (other than Capitalized
Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of
real property and other similar encumbrances incurred in the ordinary course of business
that, in the aggregate, do not interfere in any material respect with the ordinary conduct
of the business of the Issuer or any Restricted Subsidiary;




     (16) Liens that are contractual rights of set-off (A) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(B) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of the Issuer and the Restricted Subsidiaries or (C) relating to purchase orders
and other agreements entered into with customers of the Issuer or any Restricted Subsidiary
in the ordinary course of business;




     (17) Liens arising solely by virtue of any statutory or common law provision relating
to banker’s liens, rights of set-off or similar rights;




     (18) Liens securing obligations in respect of trade-related letters of credit permitted
pursuant to Section 4.03 hereof and covering the goods (or the documents of title in respect
of such goods) financed by such letters of credit and the proceeds and products thereof;




     (19) any interest or title of a lessor under any lease or sublease entered into by the
Issuer or any Restricted Subsidiary in the ordinary course of business;




     (20) licenses of intellectual property granted in a manner consistent with past
practice;




     (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 solely on any cash earnest money deposits made by the Issuer or any of the
Restricted Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;




     (23) other Liens securing obligations of not more than $100.0 million at any time
outstanding;




     (24) Liens securing Capitalized Lease Obligations permitted to be incurred pursuant to
Section 4.03 and Indebtedness permitted to be incurred under Section 4.03(b)(iv); provided,
however, that such Liens securing Capitalized Lease Obligations or Indebtedness incurred
under Section 4.03(b)(iv) hereof may not extend to property owned by the Issuer or any
Restricted Subsidiary other than the property being leased or acquired pursuant to Section
4.03(b)(iv) hereof (and any accessions or proceeds thereof);



-18-









 






     (25) Liens existing on the Issue Date (other than Liens in favor of the lenders under
the Credit Agreement);




     (26) Liens securing (x) Indebtedness under any Credit Facility permitted by Section
4.03(b)(i) and (y) other Indebtedness permitted to be incurred pursuant to Section 4.03 to
the extent that no additional Liens would be permitted to be incurred at such time in
reliance on subclause (x); provided that in the case of any such Indebtedness described in
this subclause (y), such Indebtedness, when aggregated with the amount of Indebtedness of
the Issuer and its Restricted Subsidiaries which is secured by a Lien, does not cause the
Total Secured Leverage Ratio to exceed 4.0 to 1.0; provided, further, that for purposes of
this clause (26) any revolving credit commitment shall be deemed to be Indebtedness incurred
in the full amount of such commitment on the date such commitment is established (and
thereafter, shall be included in “Secured Debt” on such basis for purposes of determining
the Total Secured Leverage Ratio under this clause (26) to the extent and for so long as
such revolving credit commitment remains outstanding) and any subsequent repayment and
borrowing under such revolving credit commitment shall be permitted to be secured by a Lien
pursuant to this clause (26);




     (27) Liens on the assets of a Foreign Subsidiary of the Issuer or any other Subsidiary
of the Issuer that is not a Guarantor Subsidiary and which secure Indebtedness or other
obligations of such Subsidiary (or of another Foreign Subsidiary or Subsidiary that is not a
Guarantor) that are permitted to be incurred pursuant to Section 4.03;




     (28) Liens on the assets of one or more Subsidiaries organized under the laws of the
People’s Republic of China securing Indebtedness permitted under Section 4.03; and




     (29) Liens on cash and cash equivalents of Captive Insurance Subsidiaries.



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



     “Preferred Stock” means any Equity Interest with preferential rights of payment of
dividends upon liquidation, dissolution or winding up.



     “Purchase Money Note” means a promissory note of a Securitization Subsidiary
evidencing a line of credit, which may be irrevocable, from the Parent Guarantor or any Subsidiary
of the Parent Guarantor to a Securitization Subsidiary in connection with a Qualified
Securitization Financing, which note is intended to finance that portion of the purchase price that
is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available
to the Securitization Subsidiary, other than (i) amounts required to be established as reserves,
(ii) amounts paid to investors in respect of interest, (iii) principal, Securitization Fees and
other amounts owing to such investors and (iv) amounts paid in connection with the purchase of
newly generated receivables and (b) may be subordinated to the payments described in clause (a).



     “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any
Person engaged in, a Permitted Business; provided that the fair market value of any such assets or
Capital Stock shall be determined by the Board of Directors in good faith, except that in the event
the value of any such assets or Capital Stock exceeds $40 million or more, the fair market value
shall be determined by an Independent Financial Advisor.



     “Qualified Securitization Financing” means any Securitization Financing of a
Securitization Subsidiary that meets the following conditions:




     (i) the Board of Directors shall have determined in good faith that such Qualified
Securitization Financing (including financing terms, covenants, termination events and other
provisions) is in the aggregate economically fair and reasonable to the Issuer and the
Securitization Subsidiary,




     (ii) all sales of Securitization Assets and related assets to the Securitization
Subsidiary are made at fair market value (as determined in good faith by the Issuer) and



-19-









 






     (iii) the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Issuer) and may include Standard
Securitization Undertakings.


The grant of a security interest in any Securitization Assets of the Issuer or any of its
Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the
Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a
Qualified Securitization Financing.




     “Rating Agency” means each of (i) S&P and Moody’s or (ii) if either S&P or Moody’s or
both of them are not making ratings of the Notes publicly available, a nationally recognized
U.S. rating agency or agencies, as the case may be, selected by the Issuer, which will be
substituted for S&P or Moody’s or both, as the case may be.



     “Rating Category” means (i) with respect to S&P, any of the following categories (any
of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent
successor categories); (ii) with respect to Moody’s, any of the following categories (any of which
may include a “1”, “2” or “3”): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or equivalent successor
categories), and (iii) the equivalent of any such categories of S&P or Moody’s used by another
Rating Agency, if applicable.



     “Rating Decline” means that at any time within the earlier of (i) 90 days after the
date of public notice of a Change of Control, or of the Issuers’ or the Parent Guarantor’s
intention or the intention of any Person to effect a Change of Control, and (ii) the occurrence of
the Change of Control (which period shall in either event be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by a Rating Agency which
announcement is made prior to the date referred to in clause (ii)), the rating of the Notes is
decreased by either Rating Agency by one or more Gradations and the rating by both Rating Agencies
on the Notes following such downgrade is not an Investment Grade Rating.



     “Registration Rights Agreement” means the Registration Rights Agreement to be executed
on the Issue Date, among the Issuer, the Guarantors, and the initial purchasers set forth therein
and, with respect to any Additional Notes, one or more substantially similar registration rights
agreements among the Issuer, the Guarantors and the other parties thereto, as such agreements may
be amended from time to time.



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



     “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the
Issuer that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of
an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be
included in the definition of Restricted Subsidiary.



     “Responsible Officer” of any Person means any executive officer or financial officer
of such Person and any other officer or similar official thereof responsible for the administration
of the obligations of such Person in respect of the Indenture.



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



     “Secured Debt” means any Indebtedness secured by a Lien.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Securitization Assets” means any accounts receivable, inventory, royalty or revenue
streams from sales of inventory subject to a Qualified Securitization Financing.



     “Securitization Fees” means distributions or payments made directly or by means of
discounts with respect to any participation interest issued or sold in connection with, and other
fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified
Securitization Financing.



-20-









 





     “Securitization Financing” means any transaction or series of transactions that may be
entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its
Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case
of a transfer by the Issuer or any of its Subsidiaries) or (b) any other Person (in the case of a
transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization
Assets (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries,
and any assets related thereto including all collateral securing such Securitization Assets, all
contracts and all guarantees or other obligations in respect of such Securitization Assets,
proceeds of such Securitization Assets and other assets which are customarily transferred or in
respect of which security interests are customarily granted in connection with asset securitization
transactions involving Securitization Assets and any Hedging Obligations entered into by the Issuer
or any such Subsidiary in connection with such Securitization Assets.



     “Securitization Repurchase Obligation” means any obligation of a seller of
Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets
arising as a result of a breach of a representation, warranty or covenant or otherwise, including
as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute,
off-set or counterclaim of any kind as a result of any action taken by, any failure to take action
by or any other event relating to the seller.



     “Securitization Subsidiary” means a Wholly Owned Subsidiary of the Issuer (or another
Person formed for the purposes of engaging in a Qualified Securitization Financing in which the
Issuer or any Subsidiary of the Issuer makes an Investment and to which the Parent Guarantor or any
Subsidiary of the Issuer transfers Securitization Assets and related assets) which engages in no
activities other than in connection with the financing of Securitization Assets of the Issuer or
its Subsidiaries, all proceeds thereof and all rights (contractual and other), collateral and other
assets relating thereto, and any business or activities incidental or related to such business, and
which is designated by the Board of Directors or such other Person (as provided below) as a
Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the
Issuer (excluding guarantees of obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates
the Parent Guarantor or any other Subsidiary of the Issuer in any way other than pursuant to
Standard Securitization Undertakings or (iii) subjects any property or asset of the Issuer or any
other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which
neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement,
arrangement or understanding (other than Standard Securitization Undertakings) other than on terms
which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of the Parent
Guarantor and (c) to which neither the Issuer nor any other Subsidiary of the Issuer has any
obligation to maintain or preserve such entity’s financial condition or cause such entity to
achieve certain levels of operating results. Any such designation by the Board of Directors or such
other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors or such other Person giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the foregoing conditions.



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



     “Standard Securitization Undertakings” means representations, warranties, covenants
and indemnities entered into by Parent Guarantor or any Subsidiary thereof which Parent Guarantor
has determined in good faith to be customary in a Securitization Financing, including those
relating to the servicing of the assets of a Securitization Subsidiary, it being understood that
any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization
Undertaking.



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



-21-









 





     “Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of
the Issuer that is by its terms subordinated in right of payment to the Notes and (b) with respect
to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated
in right of payment to its Guarantee of the Notes.



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




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




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


provided, that Estech GmbH &Co. KG and Estech Managing GmbH shall not constitute Subsidiaries of
the Issuer.




     “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C.
Section 77aaa 77bbbb) as in effect on the Issue Date.



     “Total Assets” means the total consolidated assets of the Issuer and its Restricted
Subsidiaries, as shown on the most recent balance sheet of the Issuer.



     “Total Secured Leverage Ratio” means, with respect to any Person at any date of
calculation, the ratio of (i) Secured Debt of such Person and its Restricted Subsidiaries (other
than Secured Debt secured by Liens permitted under clauses (5) and (8) of the definition of
“Permitted Liens”) as of such date of calculation that would be required to be reflected as
liabilities of such Person on a consolidated balance sheet (excluding the notes thereto and
determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the
most recently ended four fiscal quarters for which internal financial statements are available. In
the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or redeems any
Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Total Secured Leverage Ratio is being calculated but on or
prior to the event for which the calculation of the Total Secured Leverage Ratio is made, then the
Total Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified
Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable
four-quarter period.



     “Transactions” means the transactions contemplated by (i) this offering of the Notes and
(ii) the concurrent amendment of the Credit Agreement.



     “Treasury Rate” means, with respect to the Notes, as of the applicable redemption
date, the yield to maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior to such redemption
date (or, if such Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from such redemption date to October 15,
2014; provided, however, that if the period from such redemption date to October 15, 2014 is less
than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.



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     “Unrestricted Subsidiary” means




     (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted
Subsidiary (as designated by the Board of Directors, as provided below) and




     (ii) any Subsidiary of an Unrestricted Subsidiary.


The Board of Directors may designate any Subsidiary of the Issuer (including any existing
Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or
owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer
(other than any Subsidiary of the Subsidiary to be so designated), provided that (a) such
designation complies with Section 4.04 and (b) each of (x) the Subsidiary to be so designated and
(y) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any
Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that, such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such
Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is
permitted under Section 4.03 calculated on a pro forma basis as if such designation had occurred at
the beginning of the fourth quarter reference period; and (ii) immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be continuing. Any such
designation by the Board of Directors shall be notified by the Issuer to the Trustee by promptly
filing with the Trustee a copy of the board resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the foregoing provisions.




     “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other
than U.S. Dollars, at any time of determination thereof, the amount of U.S. Dollars obtained by
translating such other currency involved in such computation into U.S. Dollars at the spot rate for
the purchase of U.S. Dollars with the applicable other currency as published in the Financial Times
on the date that is two Business Days prior to such determination.



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



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




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




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



     “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a
Restricted Subsidiary.



     “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the
outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying
shares or nominee or other similar shares required pursuant to applicable law) shall at the time be
owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person
and one or more Wholly Owned Subsidiaries of such Person.



     Section 1.02. Other Definitions.



	 	 	 
	 	 	Defined in
	Term	 	Section
	“Affiliate Transaction”
	 	4.07






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	 	 	Defined in
	Term	 	Section
	“Appendix A”
	 	Preamble
	“Asset Sale Offer”
	 	4.06(b)
	“Change of Control Payment”
	 	4.08(a)
	“Change of Control Offer”
	 	4.08(b)
	“Custodian”
	 	6.01
	“Definitive Notes”
	 	Appendix A
	“Depository”
	 	Appendix A
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.06(b)
	“Exchange Notes”
	 	Preamble
	“Global Notes Legend”
	 	Appendix A
	“Guaranteed Obligations”
	 	11.01(d)
	“IAI”
	 	Appendix A
	“Incorporated Provision”
	 	13.01
	“incur”
	 	4.03
	“Initial Purchasers”
	 	Appendix A
	“Initial Notes”
	 	Preamble
	“Original Notes”
	 	Preamble
	“Paying Agent”
	 	2.04
	“Purchase Agreement”
	 	Appendix A
	“QIB”
	 	Appendix A
	“Refinancing Indebtedness”
	 	4.03(b)
	“Refunding Capital Stock”
	 	4.04(B)
	“Registered Exchange Offer”
	 	Appendix A
	“Registrar”
	 	2.04
	“Regulation S”
	 	Appendix A
	“Regulation S Securities”
	 	Appendix A
	“Required Filing Date”
	 	4.02
	“Restricted Payment”
	 	4.04(A)
	“Restricted Period”
	 	Appendix A
	“Restricted Securities Legend”
	 	Appendix A
	“Retired Capital Stock”
	 	4.04(B)
	“Rule 501”
	 	Appendix A
	“Rule 144A”
	 	Appendix A
	“Rule 144A Notes”
	 	Appendix A
	“Shelf Registration Statement”
	 	Appendix A
	“Successor Company”
	 	5.01(a)
	“Successor Guarantor”
	 	5.02
	“Transfer Restricted Notes”
	 	Appendix A
	“Unrestricted Definitive Note”
	 	Appendix A






     Section 1.03. Incorporation By Reference of Trust Indenture Act. This Indenture
incorporates by reference certain provisions of the TIA. The following TIA terms have the
following meanings:



     “Commission” means the SEC.



     “Indenture Securities” means the Notes and the Guarantees.



     “Obligor” on the indenture securities means the Issuer, the Guarantors and any other obligor
on the Notes.



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



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     Section 1.04. Rules of Construction. Unless the context otherwise requires:




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




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




     (c) “or” is not exclusive;




     (d) “including” means including without limitation;




     (e) words in the singular include the plural and words in the plural include the
singular;




     (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured
Debt merely by virtue of its nature as unsecured Indebtedness;




     (g) the principal amount of any non-interest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP;




     (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater;




     (i) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance with GAAP;




     (j) “$” and “U.S. Dollars” each refer to United States dollars, or such other
money of the United States of America that at the time of payment is legal tender for
payment of public and private debts; and




     (k) whenever in this Indenture there is mentioned, in any context, principal, interest
or any other amount payable under or with respect to any Notes, such mention shall be deemed
to include mention of the payment of Additional Interest, to the extent that, in such
context, Additional Interest are, were, or would be payable in respect thereof.



ARTICLE 2

THE NOTES




     Section 2.01. Amount of Notes; Issuable in Series. The aggregate principal amount of
Initial Notes authenticated and delivered under this Indenture on the Issue Date is $600,000,000.
The Notes may be issued in one or more series. All Notes of any one series shall be substantially
identical except as to denomination.



     The Issuer may from time to time after the Issue Date issue Additional Notes under this
Indenture in an unlimited principal amount, so long as (i) the incurrence of the Indebtedness
represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such
Additional Notes are issued in compliance with the other applicable provisions of this Indenture.
With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 2.07, 2.08, 2.09, 2.10, 3.03(c), 4.06(g), 4.08(c) or Appendix A), there shall
be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth
or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more
indentures supplemental hereto, prior to the issuance of such Additional Notes:



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     (1) whether such Additional Notes shall be issued as part of a new or existing series
of Notes and the title of such Additional Notes (which shall distinguish the Additional
Notes of the series from Notes of any other series);




     (2) the aggregate principal amount of such Additional Notes which may be authenticated
and delivered under this Indenture,




     (3) the issue price and issuance date of such Additional Notes, including the date from
which interest on such Additional Notes shall accrue;




     (4) if applicable, that such Additional Notes shall be issuable in whole or in part in
the form of one or more Global Notes and, in such case, the respective depositaries for such
Global Notes, the form of any legend or legends which shall be borne by such Global Notes in
addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in
addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such
Global Notes may be exchanged in whole or in part for Additional Notes registered, or any
transfer of such Global Notes in whole or in part may be registered, in the name or names of
Persons other than the depositary for such Global Notes or a nominee thereof; and




     (5) if applicable, that such Additional Notes that are not Transfer Restricted Notes
shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be
issued in the form of Exchange Notes as set forth in Exhibit B.



     If any of the terms of any Additional Notes are established by action taken pursuant to a
resolution of the Board of Directors, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at
or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting
forth the terms of the Additional Notes.



     Section 2.02. Form and Dating. Provisions relating to the Initial Notes and the
Exchange Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a
part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and
(ii) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of
authentication shall each be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The (i) Exchange Notes and the
Trustee’s certificate of authentication and (ii) any Additional Notes issued other than as Transfer
Restricted Notes and the Trustee’s certificate of authentication shall each be substantially in the
form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that
any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Note shall
be dated the date of its authentication. The Notes shall be issuable only in registered form
without interest coupons and only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.



     Section 2.03. Execution And Authentication. The Trustee shall authenticate and make
available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes
for original issue on the date hereof in an aggregate principal amount of $600,000,000, (b) subject
to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined
at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered
Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial
Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under
the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date
on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial
Notes or Exchange Notes. Notwithstanding anything to the contrary in the Indenture or Appendix A,
any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least
$2,000 and integral multiples of $1,000 in excess thereof, whether such Additional Notes are of the
same or a different series than the Original Notes.



     One Officer shall sign the Notes for the Issuer by manual or facsimile signature.



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



     A Note 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.



     The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer
to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of
such 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 any Registrar, Paying Agent or agent for
service of notices and demands.



     The Trustee is hereby authorized to enter into a letter of representations with the Depository
in the form provided by the Issuer and to act in accordance with such letter.



     Section 2.04. Registrar And Paying Agent.




     (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for
registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the
Borough of Manhattan, the City of New York, the State of New York where the Notes may be presented
for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Issuer may have one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrars. The Issuer initially appoints
the Trustee as Registrar and Paying Agent in connection with the Notes.




     (b) The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such agent. The Issuer shall
notify the Trustee 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 and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Issuer or any of its Subsidiaries may act as
Paying Agent or Registrar.




     (c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar
or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective
until (i) if applicable, acceptance of an appointment by a successor as evidenced by an
appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as
the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with
clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the
Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or
Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.



     Section 2.05. Paying Agent to Hold Money in Trust. Prior to each due date of the
principal of and interest on any Note, the Issuer shall deposit with each Paying Agent (or if the
Issuer or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of
the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming
due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that
a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by a
Paying Agent for the payment of principal of and interest on the Notes, and shall notify the
Trustee of any default by the Issuer in making any such payment. If the Issuer or a Subsidiary of
the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by
such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further
liability for the money delivered to the Trustee.



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     Section 2.06. 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, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders.



     Section 2.07. Transfer And Exchange. The Notes shall be issued in registered form and
shall be transferable only upon the surrender of a Note for registration of transfer and in
compliance with Appendix A. When a Note is presented to the Registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if its requirements therefor are
met. When Notes are presented to the Registrar with a request to exchange them for an equal
principal amount of Notes of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit registration of transfers and exchanges, the
Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The
Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not
be required to make, and the Registrar need not register, transfers or exchanges of Notes selected
for redemption or repurchase (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to
be redeemed or repurchased.



     Prior to the due presentation for registration of transfer of any Notes, the Issuer, the
Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose
name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether
or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or
the Registrar shall be affected by notice to the contrary.



     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 Note may be effected only
through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b)
any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial
interest in such Global Note shall be required to be reflected in a book entry.



     All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.



     Section 2.08. Replacement Notes. If a mutilated Note is surrendered to the Registrar
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 requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer
or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or
wrongful taking and the Registrar does not register a transfer prior to receiving such
notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired
by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the
Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of
the Trustee to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that
any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for
their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements
in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note
has become or is about to become due and payable, the Issuer in its discretion may pay such Note
instead of issuing a new Note in replacement thereof.



     Every replacement Note is an additional obligation of the Issuer.



     The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Notes.



     Section 2.09. Outstanding Notes.



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     (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee
except for:




     (A) Notes cancelled by the Trustee or delivered to it for cancellation;




     (B) any Note which has been replaced pursuant to Section 2.08 unless and until the
Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by
a protected purchaser; and




     (C) on or after the maturity date or any redemption date or date for purchase of the
Notes pursuant to an offer to purchase, those Notes payable or to be redeemed or purchased
on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate
of the Issuer) holds money sufficient to pay all amounts then due.




     (b) A Note does not cease to be outstanding because the Issuer or one of its Affiliates holds
the Note, provided that in determining whether the Holders of the requisite principal amount of
the outstanding Notes have given or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the
Issuer will be disregarded and deemed not to be outstanding, (it being understood that in
determining whether the Trustee is protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee
knows to be so owned will be so disregarded).




     (c) If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date, money sufficient to pay all principal and interest payable on
that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case
may be, and no Paying Agent is prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Notes (or portions
thereof) will cease to be outstanding and interest on them ceases to accrue.



     Section 2.10. Temporary Notes. In the event that Definitive Notes are to be issued
under the terms of this Indenture, until such 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 and make them available for delivery in exchange for
temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuer,
without charge to the Holder. Until such exchange, temporary Notes shall be entitled to the same
rights, benefits and privileges as Definitive Notes.



     Section 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee
for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else
shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation
and shall dispose of canceled Notes in accordance with its customary procedures or deliver canceled
Notes to the Issuer pursuant to written direction by an Officer. The Issuer may not issue new
Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. The
Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of
this Indenture.



     Section 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on
the Notes, the Issuer shall pay the defaulted interest then borne by the Notes (plus interest on
such defaulted interest to the extent lawful), in any lawful manner. The Issuer may pay the
defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer
shall fix or cause to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected Holder a
notice that states the special record date, the payment date and the amount of defaulted interest
to be paid.



     Section 2.13. CUSIP Numbers, ISINs, etc. The Issuer in issuing the Notes may use
CUSIP numbers and ISINs and, if so, the Trustee shall use CUSIP numbers and ISINs in notices of
redemption as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of



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such numbers, either as printed on the Notes or as contained in any notice of a redemption
that reliance may be placed only on the other identification numbers printed on the Notes and that
any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer
shall advise the Trustee of any change in the CUSIP numbers and ISINs.




     Section 2.14. Calculation of Principal Amount of Notes. The aggregate principal
amount of the Notes, at any date of determination, shall be the sum of the principal amount of the
Notes at such date of determination. With respect to any matter requiring consent, waiver,
approval or other action of the Holders of a specified percentage of the principal amount of the
Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a)
the principal amount, as of such date of determination, of Notes, the Holders of which have so
consented by (b) the aggregate principal amount, as of such date of determination, of the Notes
then outstanding, in each case, as determined in accordance with the preceding sentence, Section
2.09 and Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14
shall be made by the Issuer and delivered to the Trustee pursuant to an Officers’ Certificate.



ARTICLE 3

REDEMPTION




     Section 3.01. Optional Redemption.



     (a) At any time and from time to time prior to October 15, 2014, the Issuer may redeem the
Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, the applicable redemption date (subject to the right of Holders to receive
interest due on the relevant interest payment date).



     (b) At any time and from time to time on or after October 15, 2014 the Issuer may redeem the
Notes, in whole or in part, at the applicable redemption price (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if
any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the
twelve-month period beginning on October 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2014
	 	 	103.313	%
	2015
	 	 	101.656	%
	2016 and thereafter
	 	 	100.000	%






     Section 3.02. Redemption with Proceeds of Equity Offerings. At any time and from time
to time on or prior to October 15, 2013, the Issuer may redeem up to 35% of the aggregate principal
amount of the Notes issued under this Indenture at a redemption price of 106.625% of the principal
amount of the Notes with the net cash proceeds received by the Issuer of any Equity Offerings and,
in each case, plus accrued and unpaid interest and Additional Interest, if any, to the redemption
date, provided that:




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




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



     Section 3.03. Method and Effect of Redemption.



     (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the redemption date,
the principal amount of the Notes to be redeemed and the redemption price by delivering an
Officers’ Certificate and an Opinion of Counsel, to the effect that such redemption shall comply
with the conditions set forth in this Article 3, 30 to 60 days before the redemption date (unless
a shorter period is satisfactory to the Trustee); provided, however, if the Issuer requests the
Trustee to send the notice of redemption, it shall deliver the foregoing notice to the



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Trustee at least two (2) Business Days prior to the redemption date (unless a shorter period is
satisfactory to the Trustee). The Trustee shall select the Notes to be redeemed in compliance
with the principal national securities exchange, if any, on which the Notes are listed, or if such
Notes are not so listed, on a pro rata basis, by lot or by any other method the Trustee in its
sole discretion deems fair and appropriate, in denominations of $2,000 principal amounts or an
integral multiple of $1,000 in excess thereof. The Trustee shall notify the Issuer promptly of
the Notes or portions of Notes to be called for redemption. Any such notice may be cancelled at
any time prior to notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.




     (b) Notice of redemption must be sent by the Issuer or at the Issuer’s request, by the
Trustee in the name and at the expense of the Issuer, to Holders whose Notes are to be redeemed at
least 30 but not more than 60 days before the redemption date, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued in connection with
Section 8.01 or Section 8.02 of this Indenture. The notice of redemption will identify the Notes
to be redeemed and will include or state the following:




     (i) the redemption date;




     (ii) the redemption price including the portion thereof representing any accrued
interest or Additional Interest, if any;




     (iii) the name and address of the Paying Agent where Notes are to be surrendered;




     (iv) notes called for redemption must be surrendered to a Paying Agent in order to
collect the redemption price and any accrued interest or Additional Interest;




     (v) on the redemption date the redemption price will become due and payable on Notes
called for redemption and interest on Notes called for redemption will cease to accrue on
and after the redemption date;




     (vi) if fewer than all the outstanding Notes are to be redeemed, the certificate
numbers and principal amounts of the particular Notes to be redeemed, the aggregate
principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be
outstanding after such partial redemption;




     (vii) if any Note is to be redeemed in part only, the portion of the principal amount
of that Note that is to be redeemed;




     (viii) if any Note is to be redeemed in part, on and after the redemption date, upon
surrender of such Note, new Notes equal in principal amount to the unredeemed part will be
issued;




     (ix) the CUSIP number or ISIN number, if any, printed on the Notes being redeemed; and




     (x) that no representation is made as to the correctness or accuracy of the CUSIP
number or ISIN listed in such notice or printed on the Notes and that the Holder should rely
only on the other identification numbers printed on the Notes.



     (c) Once notice of redemption pursuant to this Section 3.03 is mailed to the Holders, Notes
called for redemption become due and payable on the redemption date and at the redemption price
stated in the notice. Upon surrender to any Paying Agent, the Issuer shall redeem such Notes at
the redemption price. Commencing on the redemption date, Notes or portions thereof redeemed will
cease to accrue interest so long as the Issuer has deposited with the Paying Agent funds
sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed,
unless a Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture; provided, however, that if the redemption date is after a regular record date and on or
prior to the interest payment date, the accrued interest and Additional Interest, if any, shall be
payable to the Holder of the redeemed Notes registered on the relevant record date. Failure to
give notice or any defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder. Upon surrender of any Note redeemed in
part, the holder will receive a new note equal in principal amount to the unredeemed portion
of the surrendered Note.



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     Section 3.04. Deposit of Redemption Price. With respect to the Notes, prior to 10:00
a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent
(or, if the Issuer or a Subsidiary is a Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to
be redeemed on that date other than Notes or portions of Notes called for redemption that have been
delivered by the Issuer to the Trustee for cancellation.



ARTICLE 4

COVENANTS




     Section 4.01. Payment of Notes.




     (a) The Issuer agrees to pay the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and this Indenture. Not later than 9:00 A.M. (New York City
time) on the due date of any principal of or interest on any Notes, or any redemption or purchase
price of the Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in
immediately available funds sufficient to pay such amounts, provided that if the Issuer is acting
as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund
for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such
Holders or otherwise disposed of as provided in the Indenture. In each case the Issuer will
promptly notify the Trustee of its compliance with this paragraph.




     (b) An installment of principal or interest will be considered paid on the date due if the
Trustee (or Paying Agent, other than the Issuer) holds on that date money designated for and
sufficient to pay the installment. If the Issuer acts as Paying Agent, an installment of
principal or interest will be considered paid on the due date only if paid to the Holders.



     The Issuer shall pay interest on overdue principal at the rate specified therefor in the
Notes, and it shall pay interest on overdue installments of interest at the same rate borne by the
Notes to the extent lawful.



     Section 4.02. Reports and other Information. Whether or not required by the
Commission, so long as any Notes are outstanding, the Issuer will electronically file with the
Commission by the respective dates specified in the Commission’s rules and regulations (the
“Required Filing Date”), unless, in any such case, such filings are not then permitted by the
Commission:




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




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



     If such filings with Commission are not then permitted by the Commission, or such filings are
not generally available on the Internet free of charge, the Issuer will, within 15 days of each
Required Filing Date, transmit by mail to Holders, as their names and addresses appear in the Note
register, without cost to such Holders, and file with the Trustee copies of the information or
reports that the Issuer would be required to file with the Commission pursuant to the first
paragraph if such filing were then permitted. In addition, the Issuer has agreed that at any time
during the one-year period following the Issue Date it is not required to file the information and
reports required by the preceding paragraphs with the Commission, it will furnish to 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.



     So long as the Parent Guarantor is a Guarantor (there being no obligation of the Parent
Guarantor to do so), holds no material assets other than cash, Cash Equivalents and the Capital
Stock of the Issuer (and performs the related incidental activities associated with such ownership)
and complies with the requirements of Rule 3-10 of



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Regulation S-X promulgated by the Commission (or
any successor provision), the reports, information and other documents required to be filed and
furnished to holders of the Notes pursuant to this covenant may, at the option of the Issuer, be
filed by and be those of the Parent Guarantor rather than the Issuer.



     The availability of the foregoing reports on the Commission’s EDGAR service (or successor
thereto) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and holders.



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



     Section 4.03. Limitation on Incurrence of Indebtedness and Issuance of Preferred
Stock.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Issuer will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted
Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue
Preferred Stock if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have
been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred
Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred
at the beginning of such four-quarter period.



     (b) The limitations set forth in Section 4.03(a) shall not prohibit the incurrence of any of
the following (collectively, “Permitted Debt”):




     (i) Indebtedness under Credit Facilities together with the incurrence of the guarantees
thereunder and the issuance and creation of letters of credit and bankers’ acceptances
thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal
amount equal to the face amount thereof), up to an aggregate principal amount of
$3,500.0 million outstanding at any one time;




     (ii) Indebtedness represented by the Notes issued on the Issue Date (including any
Guarantee);




     (iii) Existing Indebtedness (other than Indebtedness described in clauses (i) and
(ii));




     (iv) Indebtedness (including Capitalized Lease Obligations) incurred or issued by the
Issuer or any Restricted Subsidiary to finance the purchase, lease or improvement of
property (real or personal) or equipment that is used or useful in a Permitted Business
(whether through the direct purchase of assets or the Capital Stock of any Person owning
such assets) in an aggregate principal amount that, including all Refinancing Indebtedness
incurred to renew, refund, refinance, replace defease or discharge any Indebtedness incurred
pursuant to this clause (iv), does not exceed the greater of (x) $400.0 million and (y) 5.0%
of Total Assets;




     (v) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of
business, including without limitation letters of credit in respect of workers’ compensation
claims, health, disability or other employee benefits or property, casualty or liability
insurance or self-insurance or other Indebtedness with respect to reimbursement-type
obligations regarding workers’ compensation claims;




     (vi) customary indemnification, adjustment of purchase price or similar obligations, in
each case, incurred in connection with the acquisition or disposition of any assets of
Issuer or any Restricted



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Subsidiary (other than guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such assets for the purpose of financing such
acquisition) and earnout provisions or contingent payments in respect of purchase price or
adjustment of purchase price or similar obligations in acquisition agreements;




     (vii) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted
Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital
Stock or any other event that results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the
Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the
incurrence of such Indebtedness by the issuer thereof and (B) if the Issuer or any Guarantor
is the obligor on such Indebtedness owing to a Restricted Subsidiary that is not a
Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash
of all obligations of the Issuer with respect to the Notes or of such Guarantor with respect
to its Guarantee;




     (viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or a
Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital
Stock or any other event which results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock
(except to the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an
issuance of such shares of Preferred Stock;




     (ix) Hedging Obligations of the Issuer or any Restricted Subsidiary (excluding Hedging
Obligations entered into for speculative purposes) for the purpose of limiting (A) interest
rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture
to be outstanding or (B) exchange rate risk with respect to any currency exchange or
(C) commodity risk;




     (x) obligations in respect of performance, bid, appeal and surety bonds and performance
and completion guarantees provided by the Issuer or any Restricted Subsidiary or obligations
in respect of letters of credit related thereto, in each case provided in the ordinary
course of business, including those incurred to secure health, safety and environmental
obligations in the ordinary course of business;




     (xi) Indebtedness of the Issuer or any Restricted Subsidiary or Preferred Stock of any
Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or
liquidation preference which, when aggregated with the principal amount and liquidation
preference of all other Indebtedness and Preferred Stock then outstanding and incurred
pursuant to this clause (xi), does not at any one time outstanding exceed the greater of
(x) $500.0 million and (y) 5.0% of Total Assets;




     (xii) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other
obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness or
obligations incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture;




     (xiii) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or
Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted
under Section 4.03(a) and clause (ii), (iii) or (iv) above, this clause (xiii) or
clause (xiv) below or any Indebtedness issued to so refund or refinance such Indebtedness
including additional Indebtedness incurred to pay premiums and fees in connection therewith
(the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that
such Refinancing Indebtedness (A) has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average
Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such
Refinancing Indebtedness refinances Indebtedness subordinated to the Notes, such Refinancing
Indebtedness is subordinated to the Notes at least to the same extent as the Indebtedness
being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a
Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the
Issuer or a Guarantor or (y) Indebtedness or Preferred Stock of the Issuer or a Restricted
Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary,
(D) shall not be in a principal amount in excess of the principal amount of, premium, if
any, accrued interest on, and
related fees and expenses of, the Indebtedness being refunded or refinanced and fees
and expenses incurred



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in connection with such Refinancing Indebtedness and (E) shall not
have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded
or refinanced;




     (xiv) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any
Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance
with the terms of the Indenture; provided that such Indebtedness or Preferred Stock is not
incurred in connection with or in contemplation of such acquisition or merger; and provided,
further, that after giving effect to such acquisition or merger, either (A) the Issuer or
such Restricted Subsidiary would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a)
or (B) the Fixed Charge Coverage Ratio would be greater than immediately prior to such
acquisition;




     (xv) Indebtedness arising from the honoring by a bank or financial institution of a
check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business, provided that such Indebtedness, other than credit or purchase cards, is
extinguished within five Business Days of its incurrence;




     (xvi) Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer supported
by a letter of credit issued pursuant to the Credit Agreement in a principal amount not in
excess of the stated amount of such letter of credit;




     (xvii) Indebtedness consisting of (x) the financing of insurance premiums or
(y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary
course of business;




     (xviii) Indebtedness of Foreign Subsidiaries of the Issuer incurred for working capital
purposes; provided, however, that the aggregate principal amount of Indebtedness incurred
under this clause (xviii) does not exceed the greater of (x) $500.0 million and (y) 5.0% of
the consolidated assets of the Foreign Subsidiaries;




     (xix) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of
joint ventures not in excess of the greater of (x) $150.0 million and (y) 2.0% of Total
Assets at any time outstanding;




     (xx) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization
Financing that is not recourse to the Issuer or any Restricted Subsidiary of the Issuer
other than a Securitization Subsidiary (except for Standard Securitization Undertakings);




     (xxi) letters of credit issued for the account of a Restricted Subsidiary that is not a
Guarantor (and the reimbursement obligations in respect of which are not guaranteed by a
Guarantor) in support of a Captive Insurance Subsidiary’s reinsurance of insurance policies
issued for the benefit of Restricted Subsidiaries and other letters of credit or bank
guarantees having an aggregate face amount not in excess of the greater of
(x) $200.0 million and (y) 3.0% of Total Assets;




     (xxii) Indebtedness of one or more Restricted Subsidiaries organized under the laws of
the People’s Republic of China for their own general corporate purposes in an aggregate
principal amount not to exceed $400.0 million at any time outstanding; and




     (xxiii) all premium (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in
paragraphs (i) through (xxii) above.



     (c) For purposes of determining compliance with this Section 4.03,




     1. in the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories of Permitted Debt described in clauses (i) through (xxiii) above, or
is entitled to be incurred pursuant to Section 4.03(a), the Issuer will be permitted to
classify and later from time to time reclassify



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such item of Indebtedness in any manner that complies with this Section 4.03, and such
item of Indebtedness will be treated as having been incurred pursuant to only one of such
categories;




     2. the outstanding principal amount of any particular Indebtedness shall be counted
only once such that (without limitation) any obligation arising under any guarantee, Lien,
letter of credit or similar instrument supporting such Debt shall be disregarded;




     3. accrual of interest, the accretion of accreted value and the payment of interest in
the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this Section 4.03;




     4. Indebtedness under the Credit Agreement outstanding on the date on which Notes are
first issued and authenticated under this Indenture will be deemed to have been incurred on
such date in reliance on the exception provided by Section 4.03(b)(i);




     5. where Debt is denominated in a currency other than U.S. Dollars, the amount of such
Debt will be the U.S. Dollar Equivalent determined on the date of such incurrence; provided,
however, that if any such Debt that is denominated in a different currency is subject to a
currency Hedge Agreement with respect to U.S. Dollars covering principal payable on such
Indebtedness, the amount of such Indebtedness expressed in U.S. Dollars will be adjusted to
take into account the effect of such agreement; provided further, however, that if any
Indebtedness is incurred to refinance other Indebtedness denominated in a currency other
than U.S. Dollars, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if the U.S. Dollar Equivalent is calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing Indebtedness (denominated in such non-U.S. dollar
currency) does not exceed the principal amount of such Indebtedness being refinanced
(denominated in the same currency) except to the extent that such U.S. Dollar Equivalent was
determined based on a currency Hedge Agreement, in which case the principal amount of the
refinancing Indebtedness will be determined in accordance with the preceding sentence; and




     6. the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries
may incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to
any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of
currencies.



     Section 4.04. Limitation on Restricted Payments.



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




     (i) declare or pay any dividend or make any other payment or distribution on account of
the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend
or distribution payable in connection with any merger or consolidation (other than
(A) dividends or distributions by the Issuer payable in Capital Stock (other than
Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such
Capital Stock (other than Disqualified Stock) or (B) dividends or distributions by a
Restricted Subsidiary to the Issuer or any other Restricted Subsidiary so long as, in the
case of any dividend or distribution payable on or in respect of any class or series of
securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the
Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of securities);




     (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of
the Issuer or any direct or indirect parent corporation of the Issuer, including in
connection with any merger or consolidation involving the Issuer;



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     (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment, sinking fund
payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted
under Section 4.03(b)(vii) or (viii) or (y) the purchase, repurchase or other acquisition of
Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the date of
purchase, repurchase or acquisition); or




     (iv) make any Restricted Investment


(all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of and after giving effect to such
Restricted Payment:





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




     (2) the Issuer would, at the time of such Restricted Payment and after giving
pro forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 4.03(a); and




     (3) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Issuer and the Restricted Subsidiaries after the
Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (iv),
(vi), (viii), (ix), (x), (xii), (xiv), (xv), (xvii) and (xviii) of Section 4.04(b)
(it being understood that the declaration and payment of any Restricted Payments
made pursuant to clause (i) shall be counted only once)), is less than the sum,
without duplication, of




     (A) 50% of the Consolidated Net Income of the Issuer 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 internal financial statements are
available at the time of such Restricted Payment (or, in the case such
Consolidated Net Income for such period is a deficit, minus 100% of such
deficit), plus




     (B) 100% of the aggregate net cash proceeds and the fair market value,
as determined in good faith by the Board of Directors, of property and
marketable securities received by the Issuer since immediately after the
Issue Date from the issue or sale of (x) Equity Interests of the Issuer
(other than (i) Excluded Contributions, (ii) Designated Preferred Stock and
(iii) cash proceeds and marketable securities received from the sale of
Equity Interests to members of management, directors or consultants of the
Issuer, any direct or indirect parent corporation of the Issuer and the
Subsidiaries to the extent such amounts have been applied to Restricted
Payments made in accordance with Section 4.04(b)(iv) and, to the extent
actually contributed to the Issuer, Equity Interests of the Issuer’s direct
or indirect parent entities and (y) debt securities of the Issuer that have
been converted into such Equity Interests of the Issuer (other than
Refunding Capital Stock (as defined below) or Equity Interests or
convertible debt securities of the Issuer sold to a Restricted Subsidiary or
the Issuer, as the case may be, and other than Disqualified Stock or debt
securities that have been converted into Disqualified Stock), plus




     (C) 100% of the aggregate amount of cash and the fair market value, as
determined in good faith by the Board of Directors, of property and
marketable securities contributed to the capital of the Issuer after the
Issue Date (other than (i) Excluded Contributions and (ii) contributions by
a Restricted Subsidiary), plus



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     (D) without duplication of any amounts included in Section 4.04(b)(iv)
and to the extent not already included in Consolidated Net Income, 100% of
the aggregate amount received in cash and the fair market value, as
determined in good faith by the Board of Directors, of property and
marketable securities received by means of (I) the sale or other disposition
(other than to the Issuer or a Restricted Subsidiary) of Restricted
Investments made by the Issuer or its Restricted Subsidiaries and
repurchases and redemptions of such Restricted Investments from the Issuer
or its Restricted Subsidiaries and repayments of loans or advances which
constitute Restricted Investments by the Issuer or its Restricted
Subsidiaries or (II) the sale (other than to the Issuer or a Restricted
Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a
distribution from an Unrestricted Subsidiary (other than in each case to the
extent the Investment in such Unrestricted Subsidiary was made by a
Restricted Subsidiary pursuant to Section 4.04(b)(v) or (xiv) or to the
extent such Investment constituted a Permitted Investment) or a dividend
from an Unrestricted Subsidiary, plus




     (E) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary or the merger or consolidation of an Unrestricted
Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of
assets of an Unrestricted Subsidiary to the Issuer or a Restricted
Subsidiary, the fair market value of the Investment in such Unrestricted
Subsidiary, as determined by the Board of Directors in good faith at the
time of the redesignation of such Unrestricted Subsidiary as a Restricted
Subsidiary or at the time of such merger, consolidation or transfer of
assets (other than an Unrestricted Subsidiary to the extent the Investment
in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant
to Section 4.04(b)(v) or (xiv) or to the extent such Investment constituted
a Permitted Investment).



     (b) The provisions of Section 4.04(a) shall not prohibit:




     (i) the payment of any dividend within 60 days after the date of declaration thereof,
if at the date of declaration such payment would have complied with the provisions of the
Indenture;




     (ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity
Interests of the Issuer or any direct or indirect parent corporation (“Retired Capital
Stock”) or Subordinated Indebtedness, as the case may be, in exchange for or out of the
proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the
Issuer) of Equity Interests of the Issuer or contributions to the equity capital of the
Issuer (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (B) the
declaration and payment of accrued dividends on the Retired Capital Stock out of the
proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the
Issuer) of Refunding Capital Stock;




     (iii) the redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent
sale of, new Indebtedness of the borrower thereof, which is incurred in compliance with
Section 4.03 so long as (A) the principal amount of such new Indebtedness does not exceed
the principal amount of the Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired for value plus the amount of any reasonable premium required to be paid,
(B) such new Indebtedness is subordinated to the Notes and any such applicable Guarantees at
least to the same extent as such Subordinated Indebtedness so purchased, exchanged,
redeemed, repurchased, acquired or retired for value, (C) such new Indebtedness has a final
scheduled maturity date equal to or later than the final scheduled maturity date of the
Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (D) such
new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the
remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired;




     (iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition
(or dividends to any direct or indirect parent company of Holdings or the Issuer to finance
any such repurchase, retirement or other acquisition) or retirement for value of common
Equity Interests of the Issuer or any of its direct or indirect parent entities held by any
future, present or former employee, director or consultant of



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the Issuer, any of its Subsidiaries or (to the extent such person renders services to
the businesses of the Issuer and its Subsidiaries) the Issuer’s direct or indirect parent
entities, pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or arrangement; provided, however, that the
aggregate amount of all such Restricted Payments made under this clause (iv) does not exceed
in any calendar year $40.0 million (with unused amounts in any calendar year being carried
over to succeeding calendar years subject to a maximum aggregate carry over amount in any
given year not to exceed $40.0 million); and provided, further, that such amount in any
calendar year may be increased by an amount not to exceed (A) the cash proceeds from the
sale of Equity Interests of the Issuer and, to the extent contributed to the Issuer, Equity
Interests of any of its direct or indirect parent entities, in each case to members of
management, directors or consultants of the Issuer, any of its Subsidiaries or (to the
extent such person renders services to the businesses of the Issuer and its Subsidiaries)
the Issuer’s direct or indirect parent entities, that occurs after the Issue Date plus
(B) the cash proceeds of key man life insurance policies received by the Issuer or its
Restricted Subsidiaries, or by any direct or indirect parent entity to the extent
contributed to the Issuer, after the Issue Date (provided that the Issuer may elect to apply
all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in
any calendar year) less (C) the amount of any Restricted Payments previously made pursuant
to clauses (A) and (B) of this clause (iv);




     (v) Investments in Unrestricted Subsidiaries having an aggregate fair market value,
taken together with all other Investments made pursuant to this clause (v) that are at the
time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the
extent the proceeds of such sale do not consist of cash and/or marketable securities, not to
exceed $100.0 million 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);




     (vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options
or warrants, and repurchases of Capital Stock deemed to occur upon the withholding of a
portion of the Capital Stock granted or awarded to an employee to pay for the taxes payable
by such employee upon such grant or award;




     (vii) to the extent no Default in any payment in respect of principal or interest under
the Notes or the Credit Agreement or Event of Default has occurred and is continuing or will
occur as a consequence thereof, the payment of regular cash quarterly dividends on the
Issuer’s Capital Stock, and repurchases of Capital Stock of the Issuer or any direct or
indirect parent of the Issuer, in an aggregate amount not to exceed $75.0 million in any
calendar year;




     (viii) Investments that are made with Excluded Contributions;




     (ix) the declaration and payment of dividends to, or the making of loans to, any direct
or indirect parent of the Issuer in amounts required for it to pay:




     (A) (i) overhead, tax liabilities of (or payable by) any direct or indirect
parent of the Issuer, legal, accounting and other professional fees and expenses,
(ii) fees and expenses related to any equity offering, investment or acquisition
permitted hereunder (whether or not successful) and (iii) other fees and expenses in
connection with the maintenance of its existence and its ownership of the
Issuer; and




     (B) federal, state or local income taxes (as the case may be) to the extent
such income taxes are attributable to the income of the Issuer and its Subsidiaries;
provided, however, that the amount of such payments in respect of any tax year does
not exceed the amount that the Issuer and its Subsidiaries would have been required
to pay in respect of federal, state or local taxes (as the case may be) in respect
of such year if the Issuer and its Subsidiaries paid such taxes directly as a
stand-alone taxpayer (or stand-alone group of which the Issuer or any Subsidiary is
the parent);




     (x) Distributions or payments of Securitization Fees;



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     (xi) Restricted Payments under hedge and warrant transactions entered into in
connection with a convertible notes offering of the Parent Guarantor, provided that the
proceeds of such offering are contributed to the Issuer ;




     (xii) declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Issuer or any Restricted Subsidiary issued in accordance with
Section 4.03 to the extent such dividends are included in the definition of Fixed Charges;




     (xiii) other Restricted Payments in an aggregate amount not to exceed the greater of
(x) $200.0 million and (y) 3.0% of Total Assets;




     (xiv) the declaration and payment of dividends or distributions to holders of any class
or series of Designated Preferred Stock issued after the Issue Date and the declaration and
payment of dividends to any direct or indirect parent company of the Issuer, the proceeds of
which will be used to fund the payment of dividends to holders of any class or series of
Designated Preferred Stock of any direct or indirect parent company of the Issuer issued
after the Issue Date; provided, however, that (A) for the most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding
the date of issuance of such Designated Preferred Stock, after giving effect to such
issuance on the first day of such period (and the payment of dividends or distributions) on
a pro forma basis, the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00
to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this
clause (xiv) does not exceed the net cash proceeds actually received by the Issuer from any
such sale of Designated Preferred Stock issued after the Issue Date;




     (xv) 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;




     (xvi) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness pursuant to provisions similar to those set forth in Sections 4.06
and 4.08; provided that all Notes tendered by holders of the Notes in connection with the
related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value;




     (xvii) any Restricted Payments for the purpose of enabling any direct or indirect
parent of the Issuer to pay (i) interest on Indebtedness issued by such Person after the
Issue Date and (ii) fees and expenses incurred in connection with the issuance, refinancing,
exchange or retirement of any such Indebtedness, in each case to the extent the net cash
proceeds from the issuance of such Indebtedness are contributed to the Issuer (or used to
refinance previously issued Indebtedness used for such purpose); and




     (xviii) the making of any Restricted Payment if, at the time of the making of such
Restricted Payment, and after giving effect thereto (including, without limitation, the
incurrence of any Indebtedness to finance such payment), the Consolidated Total Leverage
Ratio would not exceed 3.50 to 1.00;


provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (ii) (with respect to the payment of dividends on Refunding Capital Stock
pursuant to clause (B) thereof), (v), (vii), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii)
of this Section 4.04(b), no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof.




     (c) Notwithstanding the foregoing, none of the provisions described in this Section 4.04 shall
encumber or restrict the ability of the Issuer and its Restricted Subsidiaries to pay dividends or
make any other distributions or make cash advances to Holdings; provided, however, that (A) to the
extent any such payments, distributions, or cash advances that are Restricted Payments are made
after the Issue Date and are not otherwise permitted by clauses (ii), (iii), (iv), (vi), (viii),
(ix), (x), (xii), (xiv), (xv), (xvii) and (xviii) of Section 4.04(b), such Restricted Payments will
be included in the calculation of the aggregate amount of all Restricted Payments made after the
Issue Date for purposes of Section 4.04(a)(3), and (B) Holdings shall not be permitted to use any
amounts paid to it as dividends, distributions, or cash advances pursuant to this paragraph to
declare or pay any dividend or make any other payment or distribution on account of Holdings’
Equity Interests, to purchase, redeem or otherwise acquire or



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retire for value
any Equity Interests of Holdings or any direct or indirect parent corporation of Holdings or
to make any Investment or otherwise transfer any such amounts to any other Person other than the
Issuer or any Restricted Subsidiary; provided further, however, that this paragraph shall cease to
apply upon the merger of Holdings with and into the Issuer as contemplated by Section 4.16.



     (d) The amount of all Restricted Payments (other than cash) will be the fair market value on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by the Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued by this covenant
will be determined in good faith by the Board of Directors.



     (e) The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For
purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the
Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set
forth in the second paragraph of the definition of Investments. Such designation will be permitted
only if a Restricted Payment in such amount would be permitted at such time under this covenant or
the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive
covenants described in this Indenture.



     Section 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or restriction on the
ability of any such Restricted Subsidiary to:




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




     (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or




     (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its
Restricted Subsidiaries.



     However, the preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of:




     (1) contractual encumbrances or restrictions in effect on the Issue Date, including,
without limitation, pursuant to Existing Indebtedness or the Credit Agreement and related
documentation;




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




     (3) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions of the nature discussed in clause (c) above on the property so
acquired;




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




     (5) any agreement or other instrument of a Person acquired by the Issuer or any
Restricted Subsidiary in existence at the time of such acquisition (but not created in
contemplation thereof), which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired;




     (6) contracts for the sale of assets, including, without limitation, customary
restrictions with respect to a Subsidiary pursuant to an agreement that has been entered
into for the sale or disposition of all or substantially all of the Capital Stock or assets
of such Subsidiary;




     (7) Secured Debt otherwise permitted to be incurred pursuant to Sections 4.03 and 4.11
that limits the right of the debtor to dispose of the assets securing such Indebtedness;



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




     (9) other Indebtedness of Restricted Subsidiaries (i) that are the Issuer or Guarantors
which Indebtedness is permitted to be incurred pursuant to an agreement entered into
subsequent to the Issue Date in accordance with Section 4.03 or (ii) that are Foreign
Subsidiaries so long as such encumbrances or restrictions apply only to such Foreign
Subsidiary or its Capital Stock or any Subsidiary of such Foreign Subsidiary;




     (10) customary provisions in joint venture agreements and other similar agreements
entered into in the ordinary course of business;




     (11) customary provisions contained in leases or licenses of intellectual property and
other similar agreements entered into in the ordinary course of business;




     (12) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest;




     (13) customary provisions restricting assignment of any agreement entered into in the
ordinary course of business;




     (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and
(c) above imposed by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts, instruments or
obligations referred to in clauses (1), (2) and (5) above, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the Board of Directors, no more restrictive
with respect to such dividend and other payment restrictions than those contained in the
dividend or other payment restrictions prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; or




     (15) any encumbrance or restriction of a Securitization Subsidiary effected in
connection with a Qualified Securitization Financing; provided, however, that such
restrictions apply only to such Securitization Subsidiary.



     Section 4.06. Asset Sales.



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




     (1) the Issuer (or such Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair market value of the
assets or Equity Interests issued or sold or otherwise disposed of; and




     (2) at least 75% of the consideration received in the Asset Sale by the Issuer or such
Restricted Subsidiary is in the form of cash or Cash Equivalents.



     For purposes of clause (2) above and for no other purpose, the amount of (i) any liabilities
(as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes
thereto) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets,
(ii) any securities received by the Issuer or such Restricted Subsidiary from such transferee that
are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash
received) within 180 days following the receipt thereof, (iii) the fair market value (as determined
in good faith by the Issuer) of (A) any assets (other than securities) received by the Issuer or
any Restricted Subsidiary to be used by it in a Permitted Business, (B) 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



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by the Issuer or any Restricted Subsidiary or (C) a combination of (A) and (B), and (iv) any
Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in
such Asset Sale having an aggregate fair market value (as determined in good faith by the Issuer),
taken together with all other Designated Non-cash Consideration received pursuant to this
clause (iv) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the
receipt of such Designated Non-cash Consideration (with the fair market value of each item of
Designated Non-cash Consideration being measured at the time received without giving effect to
subsequent changes in value) shall be deemed to be cash.




     (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may
apply those Net Proceeds at its option to:




     (i) permanently reduce Obligations under Secured Debt of the Issuer or a Guarantor (and
to correspondingly reduce commitments with respect thereto) or Indebtedness of a Restricted
Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer
or a Subsidiary of the Issuer;




     (ii) make an investment in (A) any one or more businesses; provided that such
investment in any business is in the form of the acquisition of Capital Stock and results in
the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business
such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other
assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or




     (iii) make an investment in (A) any one or more businesses; provided that such
investment in any business is in the form of the acquisition of Capital Stock and it results
in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such
business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets
that, in each of (A), (B) and (C), replace the businesses, properties and assets that are
the subject of such Asset Sale.



     Any Net Proceeds from an Asset Sale not applied or invested in accordance with the preceding
paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute
“Excess Proceeds,” provided that if during such 365-day period the Issuer or a Restricted
Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in
accordance with the requirements of clause (ii) or (iii) of the immediately preceding paragraph
after such 365th day, such 365-day period will be extended with respect to the amount of Net
Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to
be applied in accordance with such agreement (or, if earlier, until termination of such agreement).



     When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Issuer or the
applicable Restricted Subsidiary will make an offer (an “Asset Sale Offer”) to all holders of Notes
and, at the option of the Issuer, Indebtedness that ranks pari passu with the Notes and contains
provisions similar to those set forth in the Indenture with respect to mandatory prepayments,
redemptions or offers to purchase with the proceeds of sales of assets, to purchase, on a pro rata
basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date
of purchase, and will be payable in cash. The Issuer shall commence an Asset Sale Offer with
respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds
$40.0 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a copy
to the Trustee.



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



     If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or the
applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased
on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
be reset at zero.



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     (c) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Indenture, the Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.06 by virtue of such
conflict.



     (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to
the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as
to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset
Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such
allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably
deposit with the Trustee or with a Paying Agent (or, if the Issuer or a Subsidiary is acting as a
Paying Agent, such Paying Agent shall segregate and hold in trust) an amount equal to the Excess
Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held
for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the
period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver
to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to
and are to be accepted by the Issuer. The Trustee (or a Paying Agent, if not the Trustee) shall,
on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the
purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee is
greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the
Issuer immediately after the expiration of the Offer Period for application in accordance with
Section 4.06.



     (e) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Issuer at the address specified in the notice at least
three Business Days prior to the purchase date. Holders shall be entitled to withdraw their
election if the Trustee or the Issuer receives not later than one Business Day prior to the
Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note which was delivered by the Holder for purchase and a statement that
such Holder is withdrawing his election to have such Note purchased. If at the end of the Offer
Period more Notes are tendered pursuant to an Asset Sale Offer than the Issuer is required to
purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which such Notes are listed,
or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal
requirements); provided that no Notes of $2,000 or less shall be purchased in part.



     (f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at
least 30 but not more than 60 days before the purchase date to each Holder of Notes at such
Holder’s registered address. If any Note is to be purchased in part only, any notice of purchase
that relates to such Note shall state the portion of the principal amount thereof that is to be
purchased.



     (g) A new Note in principal amount equal to the unpurchased portion of any Note purchased in
part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On
and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest
shall cease to accrue on Notes or portions thereof purchased.



     Section 4.07. Transactions with Affiliates.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million,
unless:




     (i) the Affiliate Transaction is on terms that are not materially less favorable, taken
as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
an unrelated Person on an arms-length basis; and



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     (ii) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of
$40.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this covenant and that such
Affiliate Transaction has been approved by a majority of the disinterested members, if any,
of the Board of Directors.



     (b) The following items will not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of Section 4.07(a):




     (i) transactions between or among the Issuer and/or any Restricted Subsidiary or any
entity that becomes a Restricted Subsidiary as a result of such transaction or any entity
that is an Affiliate solely as a result of the Issuer or any Restricted Subsidiary owning
Capital Stock thereof;




     (ii) Restricted Payments and Permitted Investments (other than pursuant to clause (xii)
of the definition thereof) permitted by Section 4.04;




     (iii) the payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, employees or consultants of the Issuer, any Restricted
Subsidiary or (to the extent such person renders services to the businesses of the Issuer
and its Subsidiaries) any of the Issuer’s direct or indirect parent entities;




     (iv) transactions in which the Issuer or any Restricted Subsidiary delivers to the
Trustee a letter from an Independent Financial Advisor stating that such transaction is fair
to the Issuer or such Restricted Subsidiary from a financial point of view;




     (v) payments or loans (or cancellations of loans) to employees or consultants of the
Issuer, any Restricted Subsidiary or (to the extent such person renders services to the
businesses of the Issuer and its Subsidiaries) any of the Issuer’s direct or indirect parent
entities, which are approved by a majority of the Board of Directors in good faith and which
are otherwise permitted under this Indenture;




     (vi) payments made or performance under any agreement as in effect on the Issue Date or
any amendment thereto (so long as any such amendment is not less advantageous to the holders
of the Notes in any material respect than the original agreement as in effect on the Issue
Date);




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




     (viii) if otherwise permitted hereunder, the issuance of Equity Interests (other than
Disqualified Stock);




     (ix) any transaction effected as part of a Qualified Securitization Financing;




     (x) any employment agreements entered into by the Issuer or any of the Restricted
Subsidiaries in the ordinary course of business;




     (xi) transactions with joint ventures for the purchase or sale of chemicals, equipment
and services entered into in the ordinary course of business; and




     (xii) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, pension
plans, stock options and stock ownership plans approved by the Board of Directors.



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     Section 4.08. Change of Control Event.



     (a) If a Change of Control Event occurs, each Holder will have the right to require the Issuer
to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in this Section
4.08. In the Change of Control Offer, the Issuer shall offer to purchase such Notes at a purchase
price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of
Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes
repurchased, to the date of purchase (subject to the right of the Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).



     (b) Within 30 days following any Change of Control Event, the Issuer will mail a notice to
each Holder describing the transaction or transactions that constitute the Change of Control and
offering (the “Change of Control Offer”) to repurchase Notes on the date specified in the notice
(the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed, pursuant to the procedures required by this
Indenture and described in such notice. Such notice shall state:




     (i) that a Change of Control Event has occurred and that such Holder has the right to
require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price
in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to
the date of purchase (subject to the right of the Holders of record on the relevant record
date to receive interest on the relevant interest payment date);




     (ii) the circumstances and relevant facts and financial information regarding such
Change of Control Event;




     (iii) the Change of Control Payment Date; and




     (iv) the instructions determined by the Issuer, consistent with this Section, that a
Holder must follow in order to have its Notes purchased.



     (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Issuer at the address specified in the notice at least
three Business Days prior to the Change of Control Purchase Date. The Holders shall be entitled to
withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior
to the Change of Control Purchase Date a facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Note purchased. Holders whose
Notes are purchased only in part shall be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered.



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




     (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (ii) deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




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



     (e) On the Change of Control Purchase Date all Notes purchased by the Issuer under this
Section shall be delivered to the Trustee for cancellation, and the Issuer shall pay the Change of
Control Payment to the Holders entitled thereto.



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     (f) The paying agent will promptly mail to each holder of Notes properly tendered the Change
of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book entry) to each holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.



     (g) The Issuer shall not be required to make a Change of Control Offer upon a Change of
Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in Section 4.08(b) applicable to a
Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not
withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to
the Indenture as described above under Section 3.01, unless and until there is a default in the
payment of the applicable redemption price. Notwithstanding anything to the contrary contained
herein, a Change of Control Offer may be made in advance of a Change of Control Event or
conditional upon the occurrence of a Change of Control Event, if a definitive agreement is in place
for the Change of Control at the time the Change of Control Offer is made and such Change of
Control Offer is otherwise made in compliance with Section 4.08.



     (h) The Issuer shall comply with the requirements of Section 14e-1 of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of Notes pursuant to this
Section to the extent those laws and regulations are applicable in connection with the repurchase
of the Notes as a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section by virtue thereof.



     Section 4.09. Compliance Certificate. The Issuer shall deliver to the Trustee within
120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in
the course of the performance by the signers of their duties as Officers of the Issuer they would
normally have knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the Default, its status
and what action the Issuer is taking or proposes to take with respect thereto. The Issuer also
shall comply with Section 314(a)(4) of the TIA.



     Section 4.10. [Reserved].



     Section 4.11. Liens.



	 	 	 
	(a)	 	The Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) of any
nature whatsoever against any assets of the Issuer or any Restricted Subsidiary (including Capital
Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, which
Lien secures Indebtedness or trade payables, unless contemporaneously therewith:






     (i) in the case of any Lien securing an obligation that ranks pari passu with the Notes
or a Guarantee, effective provision is made to secure the Notes or such Guarantee, as the
case may be, at least equally and ratably with or prior to such obligation with a Lien on
the same assets of the Issuer or such Restricted Subsidiary, as the case may be; and




     (ii) in the case of any Lien securing Subordinated Indebtedness, effective provision is
made to secure the Notes or such Guarantee, as the case may be, with a Lien on the same
assets of the Issuer or such Restricted Subsidiary, as the case may be, that is prior to the
Lien securing such Subordinated Indebtedness.



     Section 4.12. [Reserved].



     Section 4.13. Maintenance of Office or Agency.



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     (a) The Issuer shall maintain in the Borough of Manhattan, the City of New York (which may be
an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer 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 corporate trust office of the Trustee as set forth in
Section 13.02.



     (b) 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 an office or agency in the Borough of
Manhattan, The City of New York. The Issuer shall 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.



     (c) The Issuer hereby designates the corporate trust office of the Trustee or its Agent, in
the Borough of Manhattan, The City of New York as such office or agency of the Issuer in accordance
with Section 2.04.



     Section 4.14. Business Activities. The Issuer shall not, and shall not permit any
Restricted Subsidiary (other than a Securitization Subsidiary) to, engage in any business other
than Permitted Businesses, except to such extent as would not be material to the Issuer and its
Subsidiaries taken as a whole.



     Section 4.15. Additional Guarantees. After the Issue Date, the Issuer will cause each
Restricted Subsidiary that guarantees any Indebtedness of the Issuer or any of the Guarantors under
the Credit Agreement, in each case, substantially at the same time, to execute and deliver to the
Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on
a joint and several basis, the full and prompt payment of the principal of, premium, if any and
interest on the Notes and all other obligations under this Indenture on the same terms and
conditions as those set forth in this Indenture.



     Section 4.16. Limitations on Holdings; Merger of Holdings into the Issuer. The Parent
Guarantor shall (i) at all times own, directly or indirectly, 100% of the Equity Interests of
Holdings and (ii) cause Holdings not to have any Subsidiaries other than the Issuer. Holdings shall
not hold any assets, other than the Equity Interests of the Issuer, and shall not become liable for
any obligations or engage in any business activities other than such obligations or business
activities in existence on the Issue Date. On or prior to the date that is two months following the
Issue Date, the Parent Guarantor will cause Holdings to merge with and into the Issuer, with the
Issuer being the surviving Person following such merger.



     Section 4.17. Suspension of Covenants.



     (a) During any period of time (a “Suspension Period”) after the Issue Date that (i) the Notes
have Investment Grade Ratings from each of S&P and Moody’s (or, if either (or both) of S&P and
Moody’s have been substituted in accordance with the definition of “Rating Agencies”, by each of
the then applicable Rating Agencies) and (ii) no Default has occurred and is continuing under the
indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being
collectively referred to as a “Covenant Suspension Event”), the Issuer and its Restricted
Subsidiaries will not be subject to Sections to 4.03, 4.04, 4.05, 4.06, 4.07, 4.14 and 5.01(a)(iv)
hereof (collectively, the “Suspended Covenants”). Additionally, upon the occurrence of a Covenant
Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.



     (b) In the event that the Issuer and its Restricted Subsidiaries are not subject to the
Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date
(the “Reversion Date”) the condition set forth in clause (i) of Section 4.17(a) is no longer
satisfied, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the
Suspended Covenant with respect to future events. In the event of any such reinstatement, no
Default or Event of Default will be deemed to have occurred as a result of a failure to comply with
the Suspended Covenants during a Suspension Period (or on the Reversion Date or after the
Suspension Period based solely on events that occurred during the Suspension Period).



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     (c) On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to
such Reversion Date will be deemed to be Existing Indebtedness. For purposes of calculating the
amount available to be made as Restricted Payments under Section 4.04(a)(3), calculations under
such covenant shall be made as though such covenant had been in effect during the entire period of
time after the Issue Date (including the Suspension Period). Restricted Payments made during the
Suspension Period not otherwise permitted pursuant to Section 4.04(b) will reduce the amount
available to be made as Restricted Payments under Section 4.04(a)(3).



ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ASSETS




     Section 5.01. Consolidation, Merger or Sale of Assets of the Issuer.



     (a) The Issuer may not, directly or indirectly: (x) consolidate or merge with or into or wind
up into another Person (whether or not the Issuer is the surviving Person); or (y) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in
one or more related transactions, to another Person; unless:




     (i) either: (A) the Issuer is the surviving Person; or (B) the Person formed by or
surviving any such consolidation or merger (if other than the Issuer) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is a corporation,
limited liability company or limited partnership organized or existing under the laws of the
jurisdiction of organization of the Issuer or the United States, any state of the United
States, the District of Columbia or any territory thereof (the Issuer or such Person, as the
case may be, hereinafter referred to as the “Successor Company”);




     (ii) the Successor Company (if other than the Issuer) expressly assumes all the
obligations of the Issuer under the Notes, the Indenture and the Registration Rights
Agreement;




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




     (iv) after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, either (A) the
Successor Company (if other than the Issuer), would have been permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in the first paragraph of the covenant described above under Section 4.03(a) determined on a
pro forma basis (including pro forma application of the net proceeds therefrom), as if such
transaction had occurred at the beginning of such four-quarter period, or (B) the Fixed
Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be
greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to
such transaction;




     (v) each Guarantor, unless it is the other party to the transactions described above,
in which case clause (ii) shall apply, shall have confirmed in writing that its Guarantee
shall apply to such Person’s obligations under the Notes, the Indenture and the Registration
Rights Agreement; and




     (vi) the Issuer shall have delivered to the Trustee a certificate from a Responsible
Officer and an Opinion of Counsel, each stating that such consolidation, merger or transfer
and such amendment or supplement (if any) comply with the Indenture.



     The Successor Company shall succeed to, and be substituted for, the Issuer under this
Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01,
(a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Issuer or to another Restricted Subsidiary and (b) the Issuer may
merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in a (or
another) state of the United States, so long as the amount of Indebtedness of the Issuer and its
Restricted Subsidiaries is not increased thereby.



     Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor.



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     (a) Subject to Section 11.02(b), no Guarantor (other than the Parent Guarantor) shall
consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving
Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions to, any Person, unless:




     (i) such Guarantor is the surviving Person or the Person formed by or surviving any
such consolidation or merger (if other than such Guarantor) or to which such sale,
assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, limited liability company or limited partnership organized or existing under
the laws of the United States, any state thereof, the District of Columbia or any territory
thereof (such Guarantor or such Person, as the case may be, being herein called the
“Successor Guarantor”);




     (ii) the Successor Guarantor (if other than such Guarantor) expressly assumes all the
obligations of such Guarantor under the Indenture pursuant to supplemental indentures or
other documents or instruments;




     (iii) immediately after such transaction no Default or Event of Default shall
exist; and




     (iv) the Issuer shall have delivered to the Trustee a certificate from a Responsible
Officer and an Opinion of Counsel, each stating that such consolidation, merger or transfer
and such amendment or supplement (if any) comply with this Indenture.



     The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this
Indenture and the Registration Rights Agreement. Notwithstanding the foregoing, (a) a Guarantor may
merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in
another state of the United States, the District of Columbia or any territory thereof, so long as
the amount of Indebtedness of the Guarantor is not increased thereby, (b) any Guarantor may merge
into or transfer all or part of its properties and assets to the Issuer or another Guarantor and
(c) a transfer of assets or Capital Stock of any Guarantor shall be permitted (including all or
substantially all the assets of any Guarantor), provided such transfer complies with Section 4.06.
Notwithstanding anything to the contrary herein, except as expressly permitted under this Indenture
no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its
properties and assets to the Parent Guarantor.



ARTICLE 6

DEFAULTS AND REMEDIES




     Section 6.01. Events Of Default. An “Event of Default” occurs if:




     (a) the Issuer defaults in payment when due and payable, upon redemption, acceleration
or otherwise, of principal of, or premium, if any, on the Notes;




     (b) the Issuer defaults in the payment when due of interest or Additional Interest, if
any, on or with respect to the Notes and such default continues for a period of 30 days;




     (c) the Issuer defaults in the performance of, or breaches any covenant, warranty or
other agreement contained in this Indenture (other than a default in the performance or
breach of a covenant, warranty or agreement which is specifically dealt with in clauses (a)
or (b) above) and such default or breach continues for a period of 60 days after the notice
specified below;




     (d) a default under any mortgage, indenture or instrument under which there is issued
or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer
or any Restricted Subsidiary (other than Indebtedness under a Qualified Securitization
Financing) or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary
(other than Indebtedness under a Qualified Securitization Financing) (other than
Indebtedness owed to the Issuer or a Restricted Subsidiary), whether such Indebtedness or
guarantee now exists or is created after the Issue Date, if (A) such default either
(1) results from the failure to pay any such Indebtedness at its stated final maturity
(after giving effect to any



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applicable grace periods) or (2) relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its stated final maturity and results in the holder or
holders of such Indebtedness causing such Indebtedness to become due prior to its stated
maturity and (B) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at stated
final maturity (after giving effect to any applicable grace periods), or the maturity of
which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;




     (e) the Issuer or any Significant Subsidiary fails to pay final judgments (other than
any judgments covered by insurance policies issued by reputable and creditworthy insurance
companies) aggregating in excess of $100.0 million, which final judgments remain unpaid,
undischarged and unstayed for a period of more than 60 days after such judgment becomes
final, and an enforcement proceeding has been commenced by any creditor upon such judgment
or decree which is not promptly stayed; or




     (f) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




     (i) commences a voluntary case;




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




     (iii) consents to the appointment of a Custodian of it or for any substantial
part of its property; or




     (iv) makes a general assignment for the benefit of its creditors or takes any
comparable action under any foreign laws relating to insolvency;




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




     (i) is for relief against the Issuer or any Significant Subsidiary in an
involuntary case;




     (ii) appoints a Custodian of the Issuer or any Significant Subsidiary or for
any substantial part of its property;




     (iii) orders the winding up or liquidation of the Issuer or any Significant
Subsidiary; or




     (iv) or any similar relief is granted under any foreign laws and the order or
decree remains unstayed and in effect for 60 days; or




     (h) any Guarantee of a Significant Subsidiary fails to be in full force and effect
(except as contemplated by the terms thereof) or any Guarantor (other than the Parent
Guarantor) denies or disaffirms its obligations under its Guarantee and such Default
continues for 10 days.



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



     The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal, state
or, so long as the Issuer is domiciled in Luxembourg, Luxembourg law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.



     Section 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in clauses (f) and (g) of Section 6.01 with respect to the Issuer) shall occur and be
continuing, the Trustee or the holders of at



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least 25% in principal amount of outstanding Notes may declare the principal of and accrued
interest on such Notes to be due and payable by notice in writing to the Issuer and the Trustee
specifying the respective Event of Default and that it is a “notice of acceleration” (the
“Acceleration Notice”), and the same shall become immediately due and payable. Notwithstanding the
foregoing, if an Event of Default specified in clauses (f) and (g) of Section 6.01 with respect to
the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued
and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any holder of the
Notes.




     The Holders of a majority in principal amount of the Notes outstanding by notice to the
Trustee may rescind an acceleration and its consequences




     (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 or interest that has become due solely because of the 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;




     (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and




     (v) in the event of the cure or waiver of an Event of Default of the type described in
clauses (f) and (g) of Section 6.01, 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.



     In the event of any Event of Default specified in Section 6.01(d), such Event of Default and
all consequences thereof (excluding, however, any resulting payment default) shall be annulled,
waived and rescinded, automatically and without any action by the Trustee or the Holders of the
Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’
Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for
such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the
default that is the basis for such Event of Default has been cured, it being understood that in no
event shall an acceleration of the principal amount of the Notes as described above be annulled,
waived or rescinded upon the happening of any such events.



     Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy 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.



     Section 6.04. Waiver of Past Defaults. Provided the Notes are not then due and
payable by reason of a declaration of acceleration, the Holders of a majority in principal amount
of the Notes outstanding by notice to the Trustee may waive an existing Default and its
consequences except (a) a Default in the payment of the principal of or interest on a Note, (b) a
Default arising from the failure to redeem or purchase any Note when required pursuant to the terms
of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected. When a Default is waived, it is deemed cured
and the Issuer, the



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Trustee and the Holders will be restored to their former positions and rights under this
Indenture, but no such waiver shall extend to any subsequent or other Default or impair any
consequent right.




     Section 6.05. Control by Majority. The Holders of a majority in principal amount of
the Notes outstanding may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any
other Holder or that would involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by
taking or not taking such action.



     Section 6.06. Limitation on Suits.



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




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




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




     (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity
satisfactory to it against any loss, liability or expense;




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




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




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



     Section 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal of and
interest on the Notes held by such Holder, on or after the respective due dates expressed or
provided for in the Notes, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder.



     Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section
6.01(a) or (b) 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 then due and owing (together with interest on overdue principal and (to the extent lawful)
on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in
Section 7.07.



     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for reasonable compensation, expenses disbursements and advances
of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee
deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings
relative to the Issuer or any Guarantor, their creditors or their property, shall be entitled to
participate as a member, voting or otherwise, of any official committee of creditors appointed in
such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing similar functions,
and any Custodian in any such judicial



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proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.




     Section 6.10. Priorities. If the Trustee collects any money or property pursuant to
this Article 6, it shall pay out the money or property in the following order:




     First: to the Trustee for amounts due under Section 7.07;




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




     Third: to the Issuer or, to the extent the Trustee collects any amount for any
Guarantor, to such Guarantor.



     The Trustee may fix a record date and payment date for any payment to the Holders pursuant to
this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Holder
and the Issuer a notice that states the record date, the payment date and amount to be paid.



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



     Section 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor
(to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE 7

TRUSTEE




     Section 7.01. Duties of Trustee.



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



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




     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (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 or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of certificates or



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opinions required by any provision hereof to be provided to it, the Trustee shall
examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.




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




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




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was 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 6.05;
and




     (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers.



     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.



     (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer.



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



     (g) Every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this Section and to
the provisions of the TIA.



     Section 7.02. Rights of Trustee.



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



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.



     (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers.



     (e) The Trustee may consult with counsel of its own selection and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes 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 not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to
do so by the Holders of not less than a majority in principal amount of the Notes at the time
outstanding, but the Trustee, in its discretion, may make such



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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 to
examine the books, records and premises of the Issuer, personally or by agent or attorney, at the
expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or
investigation.



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



     (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and each agent, custodian and other Person employed to act
hereunder.



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



     Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or
Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10
and 7.11.



     Section 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture, any Guarantee 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 or any Guarantor in this Indenture or in
any document issued in connection with the sale of the Notes or in the Notes other than the
Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any
Default or Event of Default under Sections 6.01(c), (d), (e) or (h) or of the identity of any
Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b)
the Trustee shall have received notice thereof in accordance with Section 13.02 hereof from the
Issuer, any Guarantor or any Holder.



     Section 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is
actually known to the Trustee, the Trustee shall mail to each Holder notice of the Default within
the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or
written notice of it is received by the Trustee. Except in the case of a Default in the payment of
principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that withholding the notice
is in the interests of the Holders.



     Section 7.06. Reports by Trustee to the Holders. As promptly as practicable after
each September 30 beginning with the September 30 following the date of this Indenture, and in any
event prior to September 30 in each year, the Trustee shall mail to each Holder a brief report
dated as of such September 30 that complies with Section 313(a) of the TIA if and to the extent
required thereby. The Trustee shall also comply with Section 313(b) of the TIA.



     A copy of each report at the time of its mailing to the Holders shall be filed with the SEC
and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting
thereof.



     Section 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from
time to time reasonable compensation for its services. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts. The Issuer and each Guarantor, jointly and severally
shall indemnify the



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Trustee against any and all loss, liability, claim, damage or expense (including reasonable
attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of
this trust and the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this Section
7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, any
Guarantor, any Holder or any other Person). The Trustee shall notify the Issuer of any claim for
which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however,
that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its
indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall
provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties
may have separate counsel and the Issuer and the Guarantors, as applicable shall pay the fees and
expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees
and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’
reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors, as
applicable, and such parties in connection with such defense. The Issuer need not reimburse any
expense or indemnify against any loss, liability or expense incurred by an indemnified party
through such party’s own willful misconduct, gross negligence or bad faith.




     To secure the Issuer’s and the Guarantors’ payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected by the Trustee
other than money or property held in trust to pay principal of and interest on particular Notes.



     The Issuer’s and the Guarantors’ payment obligations pursuant to this Section shall survive
the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture
under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any
other rights available to the Trustee under applicable law, when the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11, United States Code,
or any similar Federal or state law for the relief of debtors..



     Section 7.08. Replacement of Trustee.



     (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority
in principal amount of the Notes outstanding may remove the Trustee by so notifying the Trustee
and may appoint a successor Trustee. The Issuer shall remove the Trustee if:




     (i) the Trustee fails to comply with Section 7.10;




     (ii) the Trustee is adjudged bankrupt or insolvent;




     (iii) a receiver or other public officer takes charge of the Trustee or its property; or




     (iv) the Trustee otherwise becomes incapable of acting.



     (b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in
principal amount of the Notes outstanding and such Holders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee.



     (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.07.



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



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     (e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is
stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a
Note for at least six months may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.



     (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.



     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall
have.



     Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply
for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA;
provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA
any series of securities issued under this Indenture and 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 Section 310(b)(1) of the TIA are
met.



     Section 7.11. Preferential Collection of Claims Against Issuer. The Trustee shall
comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b)
of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the
TIA to the extent indicated.



ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE




     Section 8.01. Discharge of Liability on Notes. This Indenture shall be discharged and
shall cease to be of further effect (except as to surviving rights of registration of transfer or
exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes:



     (a) when either:




     (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to
Section 2.08 which have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from such trust) have been delivered to the
Trustee for cancellation; or




     (ii) all of the Notes (a) have become due and payable, (b) will become due and payable
at their stated maturity within one year or (c) if redeemable at the option of the Issuer,
are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S.
dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities in amounts as will be sufficient without consideration of
any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not
delivered to the Trustee for cancellation



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for principal, premium and Additional Interest, if any, and accrued interest to the
date of maturity or redemption;



     (b) the Issuer and/or the Guarantors has paid or caused to be paid all sums payable by them
under this Indenture;



     (c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited
money toward the payment of the Notes at maturity or the redemption date, as the case may be; and



     (d) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to the satisfaction
and discharge of this Indenture have been complied with.



     Section 8.02. Defeasance.



     (a) The Issuer may, at its option and at any time, elect to have all of its obligations
discharged with respect to the outstanding Notes issued under the Indenture (“Legal Defeasance”)
except for:




     (i) the rights of holders of outstanding Notes issued thereunder to receive payments in
respect of the principal of, or interest or premium and Additional Interest, if any, on such
Notes when such payments are due from the trust referred to below;




     (ii) the Issuer’s obligations with respect to the Notes issued thereunder concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payment and money for security payments held
in trust;




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




     (iv) this Section 8.02(a).




     (b) The Issuer may, at its option and at any time, elect to have its obligations released
with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.13, 4.14, 4.15,
4.16 and 4.17 and the operation of Article 5 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with
respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant
Subsidiaries of the Issuer only) and 6.01(h) of this Indenture (“Covenant Defeasance”) and
thereafter any omission to comply with those covenants will not constitute a Default or Event of
Default with respect to the Notes. The Issuer may exercise its Legal Defeasance option
notwithstanding its prior exercise of its Covenant Defeasance option.



     If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not
be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance
option, payment of the Notes so defeased may not be accelerated because of an Event of Default
specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries
of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only) and
6.01(h) or because of the failure of the Issuer to comply with Section 5.01.



     Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the
Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.




     (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04,
2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have
been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall
survive such satisfaction and discharge.



     Section 8.03. Conditions to Defeasance.



     (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option
only if:



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     (i) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of
the holders of the Notes issued thereunder, cash in U.S. dollars, non-callable Government
Securities, or a combination of cash in U.S. dollars and non-callable Government Securities
in amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, or interest and premium and
Additional Interest, if any, on the outstanding Notes issued thereunder on the stated
maturity or on the applicable redemption date, as the case may be, and the Issuer must
specify whether the Notes are being defeased to maturity or to a particular redemption date;




     (ii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has
received from, or there has been published by, the Internal Revenue Service a ruling or (b)
since the Issue Date, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel will confirm that,
the holders of the respective outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;




     (iii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that the holders of the
respective outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;




     (iv) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit and the granting of Liens in connection therewith);




     (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under any material agreement or instrument (other than
this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by
which the Issuer or any of its Restricted Subsidiaries is bound;




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




     (vii) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance as contemplated by this Article 8 have been complied with.



     (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee
for the redemption of such Notes at a future date in accordance with Article 3.



     Section 8.04. Application of Trust Money. The Trustee shall hold in trust money or
Government Securities (including proceeds thereof) deposited with it pursuant to this Article 8.
It shall apply the deposited money and the money from Government Securities through each Paying
Agent and in accordance with this Indenture to the payment of principal of and interest on the
Notes so discharged or defeased.



     Section 8.05. Repayment to Issuer. Each of the Trustee and each Paying Agent shall
promptly turn over to the Issuer upon request any money or Government Securities held by it as
provided in this Article which, in the written opinion of nationally recognized firm of independent
public accountants delivered to the Trustee (which delivery shall only be required if Government
Securities have been so deposited), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent discharge or defeasance in accordance with this
Article.



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     Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay
to the Issuer upon written request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no
further liability with respect to such monies.



     Section 8.06. Indemnity for Government Securities. The Issuer shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited
Government Securities or the principal and interest received on such Government Securities.



     Section 8.07. Reinstatement. If the Trustee or any Paying Agent is unable to apply
any money or Government Securities in accordance with this Article 8 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer’s obligations under this
Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent
is permitted to apply all such money or Government Securities in accordance with this Article 8;
provided, however, that, if the Issuer has made any payment of principal of or interest on, any
such Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or any Paying Agent.



ARTICLE 9

AMENDMENTS AND WAIVERS




     Section 9.01. Without Consent of the Holders.



     (a) The Issuer and the Trustee may amend or supplement this Indenture or the Notes without
notice to or consent of any Holder:




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




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




     (3) to provide for the assumption of the Issuer’s obligations to holders of Notes in
the case of a merger or consolidation or sale of all or substantially all of the assets of
the Issuer and its Subsidiaries;




     (4) to make any change that would provide any additional rights or benefits to the
holders of Notes or that does not adversely affect the legal rights under this Indenture of
any such holder;




     (5) to comply with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act;




     (6) to add a Guarantee of the Notes;




     (7) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary
or other permitted release from its Guarantee; provided that such sale, designation or
release is in accordance with the applicable provisions of the Indenture; or




     (8) to conform the text of any provision of this Indenture, the Notes or Guarantees to
the extent such provision was intended to be a verbatim recitation of a provision in the
“Description of the Notes” section in the Offering Memorandum, which intent shall be
conclusively evidenced by an Officers’ Certificate to that effect.



     After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the
Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.01.



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     Section 9.02. With Consent of the Holders. The Indenture or the Notes issued
thereunder may be amended or supplemented with the consent of the holders of at least a majority in
principal amount of the Notes then outstanding issued under the Indenture (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and any existing default or compliance with any provision of the Indenture or the
Notes issued thereunder may be waived with the consent of the holders of a majority in principal
amount of the then outstanding Notes issued under this Indenture (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).
Without the consent of each Holder of an outstanding Note affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting member):




     (1) reduce the principal amount of Notes issued under this Indenture whose holders must
consent to an amendment, supplement or waiver;




     (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than Sections 4.06 or 4.08
hereof);




     (3) reduce the rate of or change the time for payment of interest on any Note;




     (4) waive a Default or Event of Default in the payment of principal of, or interest or
premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration
of the Notes by the holders of at least a majority in aggregate principal amount of the
Notes and a waiver of the payment default that resulted from such acceleration);




     (5) Note payable in money other than that stated in the Notes;




     (6) make any change in Article 11 that adversely affects the rights of any Holder under
Article 11;




     (7) make any changes in Section 6.04 or 6.07;




     (8) waive a redemption payment with respect to any Note issued thereunder (other than
Sections 4.06 and 4.08); or




     (9) make any change in the preceding amendment and waiver provisions.



     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.



     After an amendment under this Section 9.02 becomes effective, the Issuer shall mail to the
Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.02.



     Section 9.03. Compliance with Trust Indenture Act. From the date on which this
Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or
the Notes shall comply with the TIA as then in effect.



     Section 9.04. Revocation and Effect of Consents and Waivers.



     (a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note.
However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s
Note or portion of the Note if the Trustee receives the notice of revocation before the date on
which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite
principal amount of Notes have consented. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the
Issuer or



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the Trustee of consents by the Holders of the requisite principal amount of securities, (ii)
satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture
supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or
waiver (or supplemental indenture) by the Issuer and the Trustee.




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



     Section 9.05. Notation on or Exchange of Notes. 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 Trustee may place an appropriate notation on the Note regarding the changed terms and
return it to the Holder. 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 to issue a new Note shall not affect
the validity of such amendment, supplement or waiver.



     Section 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but is not required to sign it. In signing such amendment, the Trustee shall be entitled to
receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section
7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and
that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer
and the Guarantors, enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).



     Section 9.07. Payment for Consent. The Issuer will not, and will not permit any of
its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for
the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture or the Notes unless such consideration is offered
to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent, waiver or agreement.



     Section 9.08. Additional Voting Terms; Calculation of Principal Amount. Except as
provided in the proviso to the first sentence of Section 9.02, all Notes issued under this
Indenture shall vote and consent together on all matters (as to which any of such Notes may vote)
as one class and no series of Notes will have the right to vote or consent as a separate class on
any matter.



ARTICLE 10

[RESERVED]




ARTICLE 11

GUARANTEES



     Section 11.01. Guarantees of the Notes.



     (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its
successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture
(including obligations to the Trustee) and the Notes, whether for payment of principal of,
premium, if any, or interest on in respect of the Notes and all other monetary obligations of the
Issuer under this Indenture and the Notes and (ii) the full and punctual performance within
applicable grace



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periods of all other obligations of the Issuer whether for fees, expenses, indemnification or
otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or further assent from
each such Guarantor, and that each such Guarantor shall remain bound under this Article 11
notwithstanding any extension or renewal of any Guaranteed Obligation.



     (b) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or
interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or
the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.



     (c) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer
of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each
Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The
obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or
any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any
extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission,
waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes
or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any
right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in
the ownership of such Guarantor, except as provided in Section 11.02(b).



     (d) Each Guarantor hereby waives any right to which it may be entitled to have its
obligations hereunder divided among the Guarantors, if applicable, such that such Guarantor’s
obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to
which it may be entitled to have the assets of the Issuer first be used and depleted as payment of
the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or
paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be
entitled to require that the Issuer be sued prior to an action being initiated against such
Guarantor.



     (e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations.



     (f) Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy
under this Indenture, the Notes or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise
operate as a discharge of any Guarantor as a matter of law or equity.



     (g) In furtherance of the foregoing and not in limitation of any other right which any Holder
or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of
the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such
Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only
to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the
Issuer to the Holders and the Trustee.



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     (h) Each Guarantor agrees that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may
be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration
of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or
not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of
this Section 11.01.



     (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Section 11.01.



     Section 11.02. Limitation on Liability; Release of Guarantee.



     (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this Indenture or the
Guarantees, as they relate to such Guarantor, subject to avoidance under applicable fraudulent
conveyance provisions of the United States Bankruptcy Code or other comparable provision of
applicable law.



     (b) A Guarantor shall be automatically and unconditionally released and discharged from all
of its obligations under its Guarantee of the Guaranteed Obligations under this Article 11 if:




     (i) (A) all of its assets or Capital Stock is sold or transferred, in each case in a
transaction in compliance with Section 4.06 hereof,




     (B) the Guarantor merges with or into, or consolidates with or amalgamates
with, or transfers all or substantially all of its assets to, another Person in
compliance with Article 5 hereof,




     (C) the Guarantor is designated an Unrestricted Subsidiary in accordance with
the terms in this Indenture,




     (D) in connection with any (direct or indirect) sale of Capital Stock or other
transaction that results in the Subsidiary Guarantor ceasing to be a Subsidiary of
the Issuer, if the sale or other transaction complies with Section 4.06, or




     (E) upon Legal Defeasance of the Notes as provided by Section 8.01 or
satisfaction and discharge of the Indenture as provided by Section 8.02, and




     (ii) such Guarantor has delivered to the Trustee a certificate of a Responsible Officer
and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to such transaction have been complied with; and




     (iii) such Guarantor is released from its guarantee of the Credit Agreement.



     (c) The Guarantee of the Parent Guarantor may be released at any time upon the option of the
Issuer and the Parent Guarantor; provided that the Guarantee of the Parent Guarantor shall not be
released prior to the merger of Holdings into the Issuer as described in Section 4.16.




     Section 11.03. Successors and Assigns. This Article 11 shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Notes shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.



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     Section 11.04. No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 11 at law, in equity, by
statute or otherwise.



     Section 11.05. Modification. No modification, amendment or waiver of any provision of
this Article 11, nor the consent to any departure by any Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or
further notice or demand in the same, similar or other circumstances.



     Section 11.06. Execution of Supplemental Indenture for Future Guarantors.



     (a) Each Subsidiary and other Person which is required to become a Guarantor pursuant to
Section 4.15 shall promptly execute and deliver to the Trustee a supplemental indenture in the
form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a
Guarantor under this Article 11 and shall guarantee the Guaranteed Obligations.



     Section 11.07. Non-impairment. The failure to endorse a Guarantee on any Note shall
not affect or impair the validity thereof.



ARTICLE 12

[RESERVED]




ARTICLE 13

MISCELLANEOUS



     Section 13.01. Trust Indenture Act Controls. If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another
provision (an “Incorporated Provision”) included in this Indenture by operation of,
Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall
control.



     Section 13.02. Notices.



     (a) Any notice or communication required or permitted hereunder shall be in writing and
delivered in person, via facsimile or mailed by first-class mail addressed as follows:



     if to the Issuer or a Guarantor:


Celanese Corporation

1601 West LBJ Freeway

Dallas, TX 75234

Facsimile: 214-258-9730

Attention: General Counsel



with a copy to:



Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Facsimile: 212-351-4035

Attn: Joerg Esdorn





-66-









 







if to the Trustee:



Wells Fargo Bank, N.A.

201 Main Street, Suite 301

Fort Worth, TX 76102

Facsimile: 817-885-8650

Attn: Corporate Trust Department




     The Issuer or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.



          (b) Any notice or communication mailed to a Holder shall be mailed, first class mail, to the
Holder at the Holder’s address as it appears on the registration books of the Registrar and shall
be sufficiently given if so mailed within the time prescribed.



          (c) 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, except that
notices to the Trustee are effective only if received.



     Section 13.03. Communication By The Holders With Other Holders. The Holders may
communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights
under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and other Persons shall
have the protection of Section 312(c) of the TIA.



     Section 13.04. Certificate And Opinion As To Conditions Precedent. Upon any request
or application by the Issuer to the Trustee to take or refrain from taking any action under this
Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:




     (a) an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with; and




     (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.



     Section 13.05. Statements Required In Certificate Or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture
shall include:




     (a) a statement that the individual making such certificate or opinion has read such
covenant or condition;




     (b) 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;




     (c) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




     (d) a statement as to whether or not, in the opinion of such individual, such covenant
or condition 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 13.06. When Notes Disregarded. 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, any Guarantor or



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by any Person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any Guarantor shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned
shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be
considered in any such determination.




     Section 13.07. Rules By Trustee, Paying Agent And Registrar. The Trustee may make
reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may
make reasonable rules for their functions.



     Section 13.08. Legal Holidays. If a payment date is not a Business Day, payment shall
be made on the next succeeding day that is a Business Day, and no interest shall accrue on any
amount that would have been otherwise payable on such payment date if it were a Business Day for
the intervening period. If a regular record date is not a Business Day, the record date shall not
be affected.



     Section 13.09. Governing Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 13.10. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Issuer or any Guarantor or any direct or indirect parent entity,
as such, will have any liability for any obligations of the Issuer or any Guarantor under the
Notes, the Indenture, any Guarantee 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.



     Section 13.11. Successors. All agreements of the Issuer and each Guarantor in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors.



     Section 13.12. Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.



     Section 13.13. Table Of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.



     Section 13.14. Indenture Controls. If and to the extent that any provision of the
Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this
Indenture shall control.



     Section 13.15. Severability. In case any provision in this Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.








-68-









 








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



	 	 	 	 	 
	 	CELANESE US HOLDINGS LLC

 	 
	 	By:  	/s/ Christopher W. Jensen
 	 
	 	 	Name:  	Christopher W. Jensen 	 
	 	 	Title:  	President 	 
	 
	 	By:  	                   /s/ Alexander M Ludlow
 	 
	 	 	Name:  	Alexander M Ludlow 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CELANESE CORPORATION

as Guarantor

 	 
	 	By:  	/s/ Christopher W. Jensen
 	 
	 	 	Name:  	Christopher W. Jensen 	 
	 	 	Title:  	Senior Vice President, Finance and Treasurer 	 
	 
	 	CELANESE AMERICAS LLC

as Guarantor

 	 
	 	By:  	/s/ Alexander M Ludlow
 	 
	 	 	Name:  	Alexander M Ludlow 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CELANESE ACETATE LLC

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 



 









 








	 	 	 	 	 
	 	CELANESE CHEMICALS, INC.

as Guarantor

 	 
	 	By:  	/s/ Christopher W. Jensen
 	 
	 	 	Name:  	Christopher W. Jensen 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CELANESE FIBERS OPERATIONS LLC

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 
	 	CNA HOLDINGS LLC

as Guarantor

 	 
	 	By:  	/s/ Alexander M Ludlow
 	 
	 	 	Name:  	Alexander M Ludlow 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	CELANESE INTERNATIONAL CORPORATION

as Guarantor

 	 
	 	By:  	/s/ Christopher W. Jensen
 	 
	 	 	Name:  	Christopher W. Jensen 	 
	 	 	Title:  	Treasurer 	 
	 
	 	CELANESE LTD.

as Guarantor

 	 
	 	By:  	CELANESE INTERNATIONAL CORPORATION,
 	 
	 	 	its general partner 	 
	 
	 	By:  	                                /s/ Christopher W. Jensen
 	 
	 	 	Name:  	Christopher W. Jensen 	 
	 	 	Title:  	Treasurer 	 
	 



 









 








	 	 	 	 	 
	 	CELTRAN, INC.

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President and Assistant Secretary 	 
	 
	 	CNA FUNDING LLC

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 
	 	KEP AMERICA ENGINEERING PLASTICS, LLC

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 
	 	TICONA FORTRON INC.

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 
	 	TICONA POLYMERS, INC.

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 



 









 








	 	 	 	 	 
	 	TICONA LLC

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CELANESE GLOBAL RELOCATION LLC

as Guarantor

 	 
	 	By:  	/s/ John W. Howard
 	 
	 	 	Name:  	John W. Howard 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ John C. Stohlman
 	 
	 	 	Name:  	John C. Stohlman 	 
	 	 	Title:  	Vice President 	 
	 




 











 





APPENDIX A




PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL

SECURITIES AND EXCHANGE SECURITIES



1. Definitions.




     1.1 Definitions.



     For the purposes of this Appendix A the following terms shall have the meanings indicated
below:



     “Definitive Notes” means a certificated Initial Note or Exchange Note (bearing the
Restricted Securities Legend if the transfer of such Note is restricted by applicable law) that
does not include the Global Securities Legend.



     “Depository” means The Depository Trust Company, its nominees and their respective successors.



     “Global Notes Legend” means the legend set forth under that caption in the applicable
Exhibit to this Indenture.



     “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.



     “Initial Purchasers” means Banc of America Securities LLC, Deutsche Bank Securities
Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, RBS Securities Inc., Barclays Capital
Inc., Citigroup Global Markets Inc., Commerz Markets LLC, Goldman, Sachs & Co. and Mitsubishi UFJ
Securities (USA), Inc.



     “Purchase Agreement” means (a) the Purchase Agreement dated September 15, 2010 among
the Issuer, the Guarantors and Banc of America Securities LLC, as representative for the Initial
Purchasers and (b) any other similar Purchase Agreement relating to Additional Notes.



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



     “Registered Exchange Offer” means the offer by the Issuer, pursuant to the
Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such
Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes
registered under the Securities Act.



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



     “Regulation S Securities” means all Initial Notes offered and sold outside the United
States in reliance on Regulation S.



     “Restricted Period”, with respect to any Notes, means the period of 40 consecutive
days beginning on and including the later of (a) the day on which such Notes are first offered to
persons other than distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee, and (b)
the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it
means the comparable period of 40 consecutive days.



     “Restricted Notes Legend” means the legends set forth in Sections 2.2(f)(i) and
2.2(f)(ii) herein.



     “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



A-1









 





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



     “Rule 144A Notes” means all Initial Notes offered and sold to QIBs in reliance on Rule
144A.



     “Shelf Registration Statement” means a registration statement filed by the Issuer in
connection with the offer and sale of Initial Notes pursuant to the Registration Rights Agreement.



     “Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or
are required to bear or are subject to the Restricted Securities Legend.



     “Unrestricted Definitive Note” means Definitive Notes and any other Notes that are not
required to bear, or are not subject to, the Restricted Securities Legend.



     “Unrestricted Global Note” means Global Notes that are not required to bear, or are
not subject to, the Restricted Notes Legend.


2. The Notes.




     2.1 Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be
(i) offered and sold by the Issuer pursuant to the Purchase Agreement and (ii) resold, initially
only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in
Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to,
among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in
accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold
by the Issuer from time to time pursuant to one or more Purchase Agreements in accordance with
applicable law.




     (b) Global Notes. (i) Rule 144A Notes initially shall be represented by one or more
Notes in definitive, fully registered, global form without interest coupons (collectively,
the “Restricted Global Notes”). Regulation S Notes initially shall be represented by one or
more Notes in fully registered, global form without interest coupons (collectively, the
“Regulation S Global Notes”). The term “Global Notes” means the Restricted Global Notes and
the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The
Global Notes initially shall (i) be registered in the name of the Depository or the nominee
of such Depository, in each case for credit to an account of an Agent Member, (ii) be
delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted
Notes Legend.




     Members of, or direct or indirect participants in, the Depository (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note held on their
behalf by the Depository or the Trustee as its custodian, or under the Global Notes. The
Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner of the Global Notes 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 Depository or impair, as between the Depository and its
Agent Members the operation of customary practices governing the exercise of the rights of a
Holder of any Note.




     (ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part,
to the Depository, its successors or their respective nominees. Interests of beneficial
owners in the Global Notes may be transferred or exchanged for Definitive Notes only in
accordance with the applicable rules and procedures of the Depository and the provisions of
Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if the
Depository (x) notifies the Issuer that it is unwilling or unable to continue as depository
for such Global Note and the Issuer thereupon fails to appoint a successor depository or (y)
has ceased to be a clearing agency registered under the Exchange Act or there shall have
occurred and be continuing an Event of Default with respect to such Global Note; provided
that in no event shall the Regulation S Global Note be exchanged by the Issuer for
Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by
the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or



A-2









 







beneficial interests therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depository in accordance with its customary
procedures.




     (iii) In connection with the transfer of a Global Note as an entirety to beneficial
owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the
Trustee shall authenticate and make available for delivery, to each beneficial owner
identified by the Depository in writing in exchange for its beneficial interest in such
Global Note, an equal aggregate principal amount of Definitive Notes of authorized
denominations.




     (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global
Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the
Restricted Notes Legend.




     (v) [Reserved].




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


2.2 Transfer and Exchange.




     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuer for
Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this
Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.2(b) or 2.2(g).



     (b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange
of beneficial interests in the Global Notes shall be effected through the Depository, in accordance
with the provisions of this Indenture and the applicable rules and procedures of the Depository.
Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities Act. Beneficial
interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global
Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Restricted Notes Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in a
Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). A beneficial interest in an Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this
Section 2.2(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests in any Global Note that
is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver
to the Registrar (1) a written order from an Agent Member given to the Depository in
accordance with the applicable rules and procedures of the Depository directing the
Depository to credit or cause to be credited a beneficial interest in another Global Note in
an amount equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the applicable rules and procedures of the Depository
containing information regarding the Agent Member account to be credited with such increase.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or



A-3









 







otherwise applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note pursuant to Section 2.2(g).




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in a Transfer Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Transfer Restricted Global
Note if the transfer complies with the requirements of Section 2.2(b)(ii) above and the
Registrar receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest
in a Global Note, then the transferor must deliver a certificate in the form
attached to the applicable Note.




     (iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note
for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a
Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange
or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar
receives the following:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form attached to the
applicable Note; or




     (B) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form attached to the applicable Note,


and, in each such case, if the Registrar so requests or if the applicable rules and procedures of
the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required
in order to maintain compliance with the Securities Act. If any such transfer or exchange is
effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet
been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form
of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).





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



     (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A
beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the
circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be
transferred to a Person who takes delivery thereof in the form of a Definitive Note except under
the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global
Notes shall be transferred or exchanged only for Definitive Notes.



     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.
Definitive Notes shall be transferred or exchanged only for beneficial interests in Global Notes.
Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance
with either subparagraph (i), (ii) or (iii) below, as applicable:




     (i) Transfer Restricted Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Transfer Restricted Note proposes to exchange such Transfer Restricted Note
for a beneficial



A-4









 







interest in a Restricted Global Note or to transfer such Transfer Restricted Note to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




     (A) if the Holder of such Transfer Restricted Note proposes to exchange such
Transfer Restricted Note for a beneficial interest in a Restricted Global Note, a
certificate from such Holder in the form attached to the applicable Note;




     (B) if such Transfer Restricted Note is being transferred to a QIB in
accordance with Rule 144A under the Securities Act, a certificate from such Holder
in the form attached to the applicable Note;




     (C) if such Transfer Restricted Note is being transferred to a Non-U.S. Person
in an offshore transaction in accordance with Rule 903 or Rule 904 under the
Securities Act, a certificate from such Holder in the form attached to the
applicable Note;




     (D) if such Transfer Restricted Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144 under the Securities Act, a certificate from such Holder in the form
attached to the applicable Note;




     (E) if such Transfer Restricted Note is being transferred to an IAI in reliance
on an exemption from the registration requirements of the Securities Act other than
those listed in subparagraphs (B) through (D) above, a certificate from such Holder
in the form attached to the applicable Note, including the certifications,
certificates and Opinion of Counsel, if applicable; or




     (F) if such Transfer Restricted Note is being transferred to the Issuer or a
Subsidiary thereof, a certificate from such Holder in the form attached to the
applicable Note;


the Trustee shall cancel the Transfer Restricted Note, and increase or cause to be increased the
aggregate principal amount of the appropriate Restricted Global Note.





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




     (A) if the Holder of such Transfer Restricted Note proposes to exchange such
Transfer Restricted Note for a beneficial interest in an Unrestricted Global Note, a
certificate from such Holder in the form attached to the applicable Note; or




     (B) if the Holder of such Transfer Restricted Notes proposes to transfer such
Transfer Restricted Note to a Person who shall take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note, a certificate from such Holder
in the form attached to the applicable Note,


and, in each such case, if the Registrar so requests or if the applicable rules and procedures of
the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required
in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of
this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Notes and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such
transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted
Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order
of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to






A-5









 







the aggregate principal amount of Transfer Restricted Notes transferred or exchanged pursuant to
this subparagraph (ii).





     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted
Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request
for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal amount of one
of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to
this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued,
the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an
Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the aggregate principal amount of Unrestricted
Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).




     (iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who
takes delivery thereof in the form of, a beneficial interest in a Restricted Global Note.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.2(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.2(e).




     (i) Transfer Restricted Notes to Transfer Restricted Notes. A Transfer Restricted Note
may be transferred to and registered in the name of a Person who takes delivery thereof in
the form of a Transfer Restricted Note if the Registrar receives the following:




     (A) if the transfer will be made pursuant to Rule 144A under the Securities
Act, then the transferor must deliver a certificate in the form attached to the
applicable Note;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached
to the applicable Note;




     (C) if the transfer will be made pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities
Act, a certificate in the form attached to the applicable Note;




     (D) if the transfer will be made to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (A) through (C ) above, a certificate in the form attached to the
applicable Note; and




     (E) if such transfer will be made to the Issuer or a Subsidiary thereof, a
certificate in the form attached to the applicable Note.




     (ii) Transfer Restricted Notes to Unrestricted Definitive Notes. Any Transfer
Restricted Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:




     (1) if the Holder of such Transfer Restricted Note proposes to exchange such
Transfer Restricted Note for an Unrestricted Definitive Note, a certificate from
such Holder in the form attached to the applicable Note; or



A-6









 






     (2) if the Holder of such Transfer Restricted Note proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form attached to the
applicable Note,


and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act.





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




     (iv) Unrestricted Definitive Notes to Transfer Restricted Notes. An Unrestricted
Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery
thereof in the form of, a Transfer Restricted Note.



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



     (f) Legend.




     (i) Except as permitted by the following paragraphs (iii), (iv) or (v), each Note
certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in
exchange therefor or in substitution thereof) shall bear a legend in substantially the
following form (each defined term in the legend being defined as such for purposes of the
legend only):




THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER



A-7









 







THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE
TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


Each Definitive Note shall bear the following additional legend:





     “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”




     (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note,
the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for
a Definitive Note that does not bear the legends set forth above and rescind any restriction
on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the
Registrar that its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Initial Note).




     (iii) After a transfer of any Initial Notes during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining
to the Restricted Notes Legend on such Initial Notes shall cease to apply and the
requirements that any such Initial Notes be issued in global form shall continue to apply.




     (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial
Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange
for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be
issued in global form shall continue to apply, and Exchange Notes in global form without the
Restricted Notes Legend shall be available to Holders that exchange such Initial Notes in
such Registered Exchange Offer.




     (v) Upon a sale or transfer after the expiration of the Restricted Period of any
Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear
the Restricted Notes Legend shall cease to apply and the requirements requiring any such
Initial Note be issued in global form shall continue to apply.




     (vi) Any Additional Notes sold in a registered offering shall not be required to bear
the Restricted Notes Legend.



     (g) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular Global Note has
been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this
Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depository or the Common Depository, as applicable, 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



A-8









 




endorsement shall be made on such Global Note by the Trustee or by the Depository or the
Common Depository, as applicable, at the direction of the Trustee to reflect such increase.




     (h) Obligations with Respect to Transfers and Exchanges of Notes.




     (i) To permit registrations of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s
request.




     (ii) 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, assessments,
or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchanges pursuant to
Sections 3.03(c), 4.06, 4.08 and 9.05 of this Indenture).




     (iii) Prior to the due presentation for registration of transfer of any Note, the
Issuer, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose
name a Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Note and for all other purposes whatsoever,
whether or not such Note is overdue, and none of the Issuer, the Trustee, a Paying Agent or
the Registrar shall be affected by notice to the contrary.




     (iv) All Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same benefits under this
Indenture as the Notes surrendered upon such transfer or exchange.



     (i) No Obligation of the Trustee.




     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Note, a member of, or a participant in the Depository or any other Person with
respect to the accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any participant, member, beneficial owner or other Person (other
than the Depository) of any notice (including any notice of redemption or repurchase) or the
payment of any amount, under or with respect to such Notes. All notices and communications
to be given to the Holders and all payments to be made to the Holders under the Notes shall
be given or made only to the registered Holders (which shall be the Depository or its
nominee in the case of a Global Note). The rights of beneficial owners in any Global Note
shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its members, participants and
any beneficial owners.




     (ii) 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 Depository participants, members or beneficial owners 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.



A-9









 





EXHIBIT A




[FORM OF FACE OF INITIAL NOTE]




[Global Notes Legend]



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE &CO. OR SUCH OTHER NAME AS 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 DTC,
TO NOMINEES OF DTC 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 THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[Restricted Notes Legend]




     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE
ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A)
ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
FOR RESALE OF THE SECURITY EVIDENCED HEREBY.



A-1









 




Each Definitive Note shall bear the following additional legend:




     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



A-2









 





[FORM OF INITIAL NOTE]




			
	 	 	 
	No.
	 	$                              






65/8% Senior Notes due 2018




CUSIP No. ______

ISIN No. ______




     CELANESE US HOLDINGS LLC, a Delaware limited liability company, promises to pay to
[     ], or registered assigns, the principal sum [of Dollars] [listed on the
Schedule of Increases or Decreases in Global Security attached hereto(1) on October 15, 2018.



     Interest Payment Dates: April 15 and October 15.



     Record Dates: April 1 and October 1.



     Additional provisions of this Note are set forth on the other side of this Note.



A-3









 





     IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



	 	 	 	 	 
	 	CELANESE US HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:








A-4









 








TRUSTEE’S CERTIFICATE OF

          AUTHENTICATION




WELLS FARGO BANK, NATIONAL ASSOCIATION,

      as Trustee, certifies that this is

      one of the Notes

      referred to in the Indenture.




By:

Authorized Signatory Title:               







 




			
	*/	 	If the Note is to be issued in global form, add the Global Notes Legend and the attachment
from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES — SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY”.




A-5









 










[FORM OF REVERSE SIDE OF INITIAL NOTE]




65/8% Senior Notes due 2018


1. Interest





     (a) CELANESE US HOLDINGS LLC., a Delaware limited liability company (the “Issuer”), promises
to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuer
shall pay interest semiannually on April 15 and October 15 of each year, commencing April 15, 2011.
Interest on the Notes shall accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from September 24, 2010
until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the
Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent
lawful.



     (b) Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a
Registration Rights Agreement, dated as of September 24, 2010, among the Issuer, the Guarantors and
the Initial Purchasers named therein.


2. Method of Payment




     The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the April 1 or October 1 next preceding the interest
payment date even if Notes are canceled after the record date and on or before the interest payment
date (whether or not a Business Day). Holders must surrender Notes to a Paying Agent to collect
principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the
United States of America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Notes represented by a Global Note (including principal,
premium, if any, and interest) shall be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company, Issuer or any successor depositary. The Issuer
will make all payments in respect of a certificated Note (including principal, premium, if any, and
interest), at the office of each Paying Agent, except that, at the option of the Issuer, payment of
interest may be made by mailing a check to the registered address of each Holder thereof.


3. Paying Agent and Registrar




     Initially, Wells Fargo Bank, National Association (the “Trustee”), will act as Paying Agent
and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice.
The Issuer may act as Paying Agent or Registrar.


4. Indenture




     The Issuer issued the Notes under an Indenture dated as of September 24, 2010 (the
“Indenture”), among the Issuer, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 as in effect on the date of the Indenture (the “TIA”). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all terms and provisions of the Indenture, and the Holders (as defined in the
Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions.


5. Redemption and Repurchase




     This Note is subject to optional redemption and may be the subject of an Offer to Purchase, as
further described in the Indenture.


6. Sinking Fund







A-6









 








     The Notes are not subject to any sinking fund.


7. Denominations; Transfer; Exchange




     The Notes are in registered form, without coupons, in denominations of $2,000 and whole
multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Notes not to
be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of
Notes to be redeemed.


8. Persons Deemed Owners




     The registered Holder of this Note shall be treated as the owner of it for all purposes.


9. Discharge and Defeasance




     Subject to certain conditions, the Issuer at any time may terminate some of or all of its
obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S.
Government Securities for the payment of principal of, and interest on the Notes to redemption, or
maturity, as the case may be.


10. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuer and
the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency.


11. Defaults and Remedies




     If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes, in each case, by notice to
the Issuer, may declare the principal of, premium, if any, and accrued but unpaid interest on all
the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of the Issuer occurs, the principal of, premium, if any, and interest
on all the Notes shall become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in
principal amount of the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.


12. Trustee Dealings with the Issuer




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with
the Issuer or its Affiliates with the same rights it would have if it were not Trustee.


13. No Recourse Against Others




     No director, officer, employee, incorporator or holder of any equity interests in the Issuer
or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability
for any obligations of the Issuer or the Guarantors under the Notes, 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.


14. Authentication







A-7









 








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


15. Abbreviations




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


16. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


17. CUSIP Numbers and ISINs




     The Issuer has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the
Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the 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.



     THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE
HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS NOTE.



A-8









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Print or type assignee’s name, address and zip code)




 




(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                     agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him.




 





	 	 	 	 	 	 	 

	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

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






	 	 	 	 	 

	 

	 	 	 	 
	 

	 	 
	 	               Signature Guarantee:






Date:

Signature must be guaranteed by a

participant in Signature of Signature

Guarantee a recognized signature guaranty

medallion program or other signature

guarantor program reasonably acceptable to

the Trustee




A-9









 





CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTES




     This certificate relates to $                     principal amount of Notes held in (check applicable
space)                      book-entry or                      definitive form by the undersigned.



     The undersigned (check one box below):




	 	o	 	has requested the Trustee by written order to deliver in exchange for its
beneficial interest in the Global Note held by the Depository a Note or Notes
in definitive, registered form of authorized denominations and an aggregate
principal amount equal to its beneficial interest in such Global Note (or the
portion thereof indicated above);
	 
	 	o	 	has requested the Trustee by written order to exchange or register the
transfer of a Note or Notes.





     In connection with any transfer of any of the Notes evidenced by this certificate occurring
while this Note is still a Transfer Restricted Note, the undersigned confirms that such Notes are
being transferred in accordance with its terms:



     CHECK ONE BOX BELOW




	 	(1)	 	o to the Issuer; or
	 
	 	(2)	 	o to the Registrar for registration in the name of the Holder, without transfer; or
	 
	 	(3)	 	o pursuant to an effective registration statement under the Securities Act of 1933; or
	 
	 	(4)	 	o inside the United States to a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is given
that such transfer is being made in reliance on Rule 144A, in each case pursuant to and
in compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	(5)	 	o outside the United States in an offshore transaction within the meaning
of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act of 1933; or
	 
	 	(6)	 	o to an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements; or
	 
	 	(7)	 	o pursuant to another available exemption from registration provided by
Rule 144 under the Securities Act of 1933.





     Unless one of the boxes 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 box (5), (6) or (7) is checked, the Trustee may require, prior to
registering any such transfer of the Notes, such legal opinions, certifications and other
information as 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 of 1933.



	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	Signature Guarantee:	 	 	 	Your Signature






A-10









 






	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	Signature must be guaranteed by a
participant in a recognized
signature guaranty medallion
program or other signature
guarantor program reasonably
acceptable to the Trustee	 	 	 	Signature of Signature Guarantee:






A-11









 








TO BE COMPLETED BY PURCHASER IF (4) 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 of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the 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.



	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 
	 	NOTICE: To be executed by an executive officer






A-12









 





[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



     The initial principal amount of this Global Note is $_________. The following increases or
decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	 	 	 
	 	 	decrease in	 	increase in	 	Principal amount of	 	Signature of
	 	 	Principal Amount	 	Principal Amount	 	this Global	 	authorized signatory
	Date if	 	of this Global	 	of this Global	 	Note following such	 	of Trustee or Notes
	Exchange	 	Note	 	Note	 	decrease or increase	 	Custodian
	 	 	 	 	 	 	 	 	 






A-13











 





OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset
Sale) or Section 4.08 (Change of Control Event) of the Indenture, check the box:



	 	 	 

	Asset Sale o
	 	Change of Control Event o






     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 (Asset Sale) or Section 4.08 (Change of Control Event) of the Indenture, state the
amount ($2,000 or an integral multiple of $1,000 in excess thereof):



$ 




	 	 	 	 	 	 	 

	Dated:                                         

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name
appears on the other side of
this Note)
	 	 
	 
	 	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature must be guaranteed by a
participant in a recognized signature
guaranty medallion program or other
signature guarantor program reasonably
acceptable to the Trustee	 	 








A-14 









 








EXHIBIT B




[FORM OF FACE OF EXCHANGE NOTE]




[Global Notes Legend]



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE &CO. OR SUCH OTHER NAME AS 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 DTC,
TO NOMINEES OF DTC 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 THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



B-1 









 





[FORM OF EXCHANGE NOTE]




			
	 	 	 
	No.
	 	$                    






65/8% Senior Notes due 2018




CUSIP No. ______

ISIN No. ______




     CELANESE US HOLDINGS LLC, a Delaware limited liability company, promises to pay to
[          ], or registered assigns, the principal sum [of           Dollars] [listed on
the Schedule of Increases or Decreases in Global Note attached hereto] on October 15, 2018.



     Interest Payment Dates: April 15 and October 15.



     Record Dates: April 1 and October 1.



     Additional provisions of this Note are set forth on the other side of this Note.



B-2 









 





     IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



	 	 	 	 	 
	 	CELANESE US HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





B-3 









 





TRUSTEE’S CERTIFICATE OF

 AUTHENTICATION




WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee,
 certifies
that this is one of the
 Notes
referred to in the Indenture.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 

	 	Title:	 	 








 




			
	*/	 	If the Note is to be issued in global form, add the Global Notes Legend and the attachment
from Exhibit A captioned “TO BE ATTACHED TO GLOBAL NOTES — SCHEDULE OF INCREASES OR DECREASES
IN GLOBAL NOTE”.





B-4 









 





[FORM OF REVERSE SIDE OF EXCHANGE NOTE]




65/8% Senior Notes due 2018


1. Interest




     CELANESE US HOLDINGS LLC, a Delaware limited liability company (the “Issuer”), promises to pay
interest on the principal amount of this Note at the rate per annum shown above. The Issuer shall
pay interest semiannually on April 15 and October 15 of each year, commencing April 15, 2011.
Interest on the Notes shall accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from September 24, 2010
until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the
Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent
lawful.


2. Method of Payment




     The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the April 1 or October 1 next preceding the interest
payment date even if Notes are canceled after the record date and on or before the interest payment
date (whether or not a Business Day). The Holders must surrender Notes to a Paying Agent to
collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money
of the United States of America that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of the Notes represented by a Global Note (including
principal, premium and interest) shall be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company, the Issuer or any successor depositary.
The Issuer will make all payments in respect of a certificated Note (including principal, premium,
if any, and interest), at the office of a Paying Agent, except that, at the option of the Issuer,
payment of interest may be made by mailing a check to the registered address of each Holder
thereof.


3. Paying Agent and Registrar




     Initially, Wells Fargo Bank, National Association (the “Trustee”), will act as Paying Agent
and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice.
The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.


4. Indenture




     The Issuer issued the Notes under an Indenture dated as of September 24, 2010 (the
“Indenture”), among the Issuer, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 as in effect on the date of the Indenture (the “TIA”). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all terms and provisions of the Indenture, and the Holders (as defined in the
Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions.


5. Optional Redemption




     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase,
as further described in the Indenture.


6. Sinking Fund




     The Notes are not subject to any sinking fund.


7. Denominations; Transfer; Exchange








B-5 









 








     The Notes are in registered form, without coupons, in denominations of $2,000 and whole
multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. Upon any registration of transfer of or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of
Notes to be redeemed.


8. Persons Deemed Owners




     The registered Holder of this Note shall be treated as the owner of it for all purposes.


9. Discharge and Defeasance




     Subject to certain conditions, the Issuer at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or
Government Securities for the payment of principal and interest on the Notes to redemption, or
maturity, as the case may be.


10. Amendment, Waiver




     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Issuer and the Trustee may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.


11. Defaults and Remedies




     If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes, by notice to the Issuer, may
declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be
due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Issuer occurs, the principal of, premium, if any, and interest on all the
Notes shall become immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal
amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its
consequences.


12. Trustee Dealings with the Issuer




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with
the Issuer or its Affiliates with the same rights it would have if it were not Trustee.


13. No Recourse Against Others




     No director, officer, employee, incorporator or holder of any equity interests in the Issuer
or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability
for any obligations of the Issuer or the Guarantors under the Notes, 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.


14. Authentication




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



B-6 









 




15. Abbreviations




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


16. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


17. CUSIP Numbers and ISINs




     The Issuer has caused CUSIP numbers and ISINs to be printed on the Notes and has directed the
Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the 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.



     THE ISSUER WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE
HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS NOTE.



B-7 









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Print or type assignee’s name, address and zip code)




 




(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                        agent to transfer this Note on the books of the Issuer.
The agent may substitute another to act for him.




	 	 	 	 	 	 	 

	Date:                                         

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

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






Signature Guarantee:




	 	 	 	 	 

	 

Date:

	 	 

Signature of Signature Guarantee:
	 	 
	Signature must be guaranteed by a participant
in a recognized signature guaranty medallion
program or other signature guarantor program
reasonably acceptable to the Trustee
	 	 	 	 






B-8 









 






OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset
Sale) or Section 4.08 (Change of Control Event) of the Indenture, check the box:



	 	 	 

	Asset Sale o
	 	Change of Control Event o






     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 (Asset Sale) or Section 4.08 (Change of Control Event) of the Indenture, state the
amount ($2,000 or an integral multiple of $1,000 in excess thereof):



$ 




	 	 	 	 	 	 	 

	Dated:                                         

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name
appears on the other side of
this Note)
	 	 
	 
	 	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Signature must be guaranteed by a
participant in a recognized signature
guaranty medallion program or other
signature guarantor program reasonably
acceptable to the Trustee	 	 






B-9 









 





[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



     The initial principal amount of this Global Note is $_______________. The following increases
or decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	Signature of
	 	 	Amount of decrease	 	Amount of increase	 	this Global Note	 	authorized signatory
	 	 	in Principal Amount	 	in Principal Amount	 	following such	 	of Trustee or Notes
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	decrease or increase	 	Custodian
	 	 	 	 	 	 	 	 	 





B-10 









 





EXHIBIT C




Form of

Transferee Letter of Representation




Celanese US Holdings LLC. Issuer




c/o Wells Fargo Bank, National Association

Corporate Trust Department

201 Main Street, Suite 301

Fort Worth, Texas 76102

Facsimile: (817) 885-8650




Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $[     ] principal amount of the 65/8%
Senior Notes due 2018 (the “Notes”) of Celanese US Holdings LLC (the “Issuer”).



     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:



	 	 	 	 	 	 	 

	Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Taxpayer ID Number:	 	 	 	 
	 

	 	 	 	 

	 	 






     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own
account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act or any applicable
security law of any State in the United States or any other applicable jurisdiction, provided that
the disposition of our property and the property of any accounts for which we are acting as
fiduciary will remain at all times within our or their control. We 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 invest in or purchase securities similar to the Notes in the
normal course of our business. We, and any accounts for which we are acting, are each able to bear
the economic risk of our or its investment.



     2. We understand that the Notes have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf, the Issuer’s behalf and on behalf of any investor account for which we are purchasing Notes
to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later
of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer
was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only (a) to the Issuer, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the
account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule
144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own
account or for the account of such an institutional “accredited investor,” in each case in a
minimum principal amount of Notes of $250,000, or (f) pursuant to any other available exemption
from the registration requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of such investor


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account or accounts be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (c) or (d) above prior to the Resale Restriction Termination
Date, the transferor shall deliver to the Trustee a written certificate in the form provided in the
Note, to the effect that the transfer is being made in accordance with Regulation S or Rule 144A,
as the case may be. If any resale or other transfer of the Notes is proposed to be made pursuant
to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver
a letter from the transferee substantially in the form of this letter to the Issuer and the
Trustee, which shall provide, among other things, that the transferee is an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and that it is acquiring such Notes for investment purposes and not for distribution in
violation of the Securities Act. If any resale or other transfer of the Notes is proposed to be
made pursuant to clause (e) or (f) above prior to the Resale Restriction Termination Date, the
transferor shall deliver to the Trustee certificates Each purchaser acknowledges that the Issuer
and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f) above to require the
delivery of an Opinion of Counsel, certifications or other information satisfactory to the Issuer
and the Trustee in order to determine that the proposed transfer is being made in compliance with
the Securities Act and applicable law.




     Not representation is made as to the availability of any Rule 144A exemption from the
registration requirements of the Securities Act.



	 	 	 	 	 

	Dated:
	 	 	 	 
	TRANSFEREE:

	 	 

	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 






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EXHIBIT D




FORM OF SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [          ], among
[GUARANTOR] (the “New Guarantor”), Celanese US Holdings LLC (or its successor), a Delaware limited
liability company (the “Issuer”), and Wells Fargo Bank, National Association, as trustee under the
indenture referred to below (the “Trustee”).



RECITALS




     WHEREAS the Issuer, the Guarantor and the Trustee have heretofore executed an Indenture (as
amended, supplemented or otherwise modified, the “Indenture”) dated as of September 24, 2010,
providing for the issuance of the Issuer’s 65/8% Senior Notes due 2018 (the “Notes”) initially in the
aggregate principal amount of $600,000,000;



     WHEREAS Section 11.06 of the Indenture provides that under certain circumstances the Issuer is
required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor shall unconditionally guarantee all the Issuer’s obligations
under the on the terms and conditions set forth herein and in the Indenture; and



     WHEREAS pursuant to 9.01 of the Indenture, the Trustee, the Issuer and the existing Guarantors
are authorized to execute and deliver this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and
intending to be legally bound, the New Guarantor, the Issuer, and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Notes as follows:



     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or
in the preamble or recital hereto are used herein as therein defined, except that the term
“Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the
Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and
hereby and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.



     2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all
existing Guarantors (if any), to unconditionally guarantee the Issuer’s obligations under the Notes
on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound
by all other applicable provisions of the Indenture and the Notes and to perform all of the
obligations and agreements of a Guarantor under the Indenture.



     3. Notices. All notices or other communications to the New Guarantor shall be given as
provided in 13.02 of the Indenture.



     4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.



     7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



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     8. Effect of Headings. The Section headings herein are for convenience only and shall not
effect the construction thereof.



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



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CELANESE US HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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