Indenuture dated September 2, 2005



 EXECUTION COPY 
  
 Exhibit 4.5 

  
 COLUMBUS MCKINNON CORPORATION 
 Issuer 
  
 8 7/8% Senior Subordinated Notes due 2013 
  
 SUBSIDIARY GUARANTORS 
 named herein 
  

  
 INDENTURE 
  
 Dated as of September 2, 2005 
  

  
 U.S. BANK NATIONAL ASSOCIATION 
 Trustee 
  








  
 CROSS-REFERENCE TABLE

  

			
	     TIA
   Section  

	  	 Indenture
Section


	310(a)(1)	  	7.10
	      (a)(2)	  	7.10
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (a)(5)	  	7.10
	      (b)	  	7.08; 7.10
	      (c)	  	N.A.
	311(a)	  	7.11
	      (b)	  	7.11
	      (c)	  	N.A.
	312(a)	  	2.05
	      (b)	  	13.03
	      (c)	  	13.03
	313(a)	  	7.06
	      (b)(1)	  	7.06
	      (b)(2)	  	7.06
	      (c)	  	13.02
	      (d)	  	7.06
	314(a)	  	4.02; 4.12; 13.02
	      (b)	  	N.A.
	      (c)(1)	  	13.04
	      (c)(2)	  	13.04
	      (c)(3)	  	13.04
	      (d)	  	N.A.
	      (e)	  	13.05
	      (f)	  	N.A.
	315(a)	  	7.01
	      (b)	  	7.05; 13.02
	      (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
	      (c)	  	9.04
	317(a)(1)	  	6.08
	      (a)(2)	  	6.09
	      (b)	  	2.04
	318(a)	  	13.01









			
	   TIA
 Section

	  	 Indenture
Section


	      (b)	  	N.A.
	      (c)	  	N.A.

  
 N.A. means Not
Applicable. 

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

 2 








  
 TABLE OF CONTENTS 

 

					
	 	  	Page


	Article 1
	
	Definitions and Incorporation by Reference
			
	 SECTION 1.01
	  	Definitions	  	1
	 SECTION 1.02
	  	 Other Definitions
	  	26
	 SECTION 1.03
	  	 Incorporation by Reference of Trust Indenture Act
	  	26
	 SECTION 1.04
	  	 Rules of Construction
	  	27
	
	Article 2
	
	The Securities
			
	 SECTION 2.01
	  	Form and Dating	  	28
	 SECTION 2.02
	  	 Execution and Authentication
	  	28
	 SECTION 2.03
	  	 Registrar and Paying Agent
	  	29
	 SECTION 2.04
	  	 Paying Agent To Hold Money in Trust
	  	29
	 SECTION 2.05
	  	 Securityholder Lists
	  	29
	 SECTION 2.06
	  	 Transfer and Exchange
	  	29
	 SECTION 2.07
	  	 Replacement Securities
	  	30
	 SECTION 2.08
	  	 Outstanding Securities
	  	30
	 SECTION 2.09
	  	 Temporary Securities
	  	30
	 SECTION 2.10
	  	 Cancellation
	  	31
	 SECTION 2.11
	  	 Defaulted Interest
	  	31
	 SECTION 2.12
	  	 CUSIP Numbers
	  	31
	 SECTION 2.13
	  	 Issuance of Additional Securities
	  	31
	
	 Article 3

	
	 Redemption

			
	 SECTION 3.01
	  	Notices to Trustee	  	32
	 SECTION 3.02
	  	 Selection of Securities to Be Redeemed
	  	32
	 SECTION 3.03
	  	 Notice of Redemption
	  	32
	 SECTION 3.04
	  	 Effect of Notice of Redemption
	  	33
	 SECTION 3.05
	  	 Deposit of Redemption Price
	  	33
	 SECTION 3.06
	  	 Securities Redeemed in Part
	  	33
	
	Article 4
	
	Covenants
			
	 SECTION 4.01
	  	Payment of Securities	  	33

  

 i 









					
	 SECTION 4.02
	  	SEC Reports	  	34
	 SECTION 4.03
	  	 Limitation on Indebtedness
	  	34
	 SECTION 4.04
	  	 Limitation on Restricted Payments
	  	38
	 SECTION 4.05
	  	 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	  	41
	 SECTION 4.06
	  	 Limitation on Sales of Assets and Subsidiary Stock
	  	43
	 SECTION 4.07
	  	 Limitation on Affiliate Transactions
	  	47
	 SECTION 4.08
	  	 Limitation on Line of Business
	  	48
	 SECTION 4.09
	  	 Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries
	  	48
	 SECTION 4.10
	  	 Change of Control
	  	49
	 SECTION 4.11
	  	 Future Guarantors
	  	50
	 SECTION 4.12
	  	 Compliance Certificate
	  	50
	 SECTION 4.13
	  	 Further Instruments and Acts
	  	50
	
	Article 5
	
	Successor Company
			
	 SECTION 5.01
	  	When Company May Merge or Transfer Assets	  	51
	
	Article 6
	
	Defaults and Remedies
			
	 SECTION 6.01
	  	Events of Default	  	53
	 SECTION 6.02
	  	 Acceleration
	  	55
	 SECTION 6.03
	  	 Other Remedies
	  	55
	 SECTION 6.04
	  	 Waiver of Past Defaults
	  	55
	 SECTION 6.05
	  	 Control by Majority
	  	55
	 SECTION 6.06
	  	 Limitation on Suits
	  	56
	 SECTION 6.07
	  	 Rights of Holders to Receive Payment
	  	56
	 SECTION 6.08
	  	 Collection Suit by Trustee
	  	56
	 SECTION 6.09
	  	 Trustee May File Proofs of Claim
	  	56
	 SECTION 6.10
	  	 Priorities
	  	57
	 SECTION 6.11
	  	 Undertaking for Costs
	  	57
	 SECTION 6.12
	  	 Waiver of Stay or Extension Laws
	  	57
	
	Article 7
	
	Trustee
			
	 SECTION 7.01
	  	Duties of Trustee	  	58
	 SECTION 7.02
	  	 Rights of Trustee
	  	59
	 SECTION 7.03
	  	 Individual Rights of Trustee
	  	59
	 SECTION 7.04
	  	 Trustee’s Disclaimer
	  	59
	 SECTION 7.05
	  	 Notice of Defaults
	  	60

  

 ii 









					
	 SECTION 7.06
	  	Reports by Trustee to Holders	  	60
	 SECTION 7.07
	  	Compensation and Indemnity	  	60
	 SECTION 7.08
	  	Replacement of Trustee	  	61
	 SECTION 7.09
	  	Successor Trustee by Merger	  	61
	 SECTION 7.10
	  	Eligibility; Disqualification	  	62
	 SECTION 7.11
	  	Preferential Collection of Claims Against Company	  	62
	
	Article 8
	
	Discharge of Indenture; Defeasance
			
	 SECTION 8.01
	  	Discharge of Liability on Securities; Defeasance	  	62
	 SECTION 8.02
	  	Conditions to Defeasance	  	63
	 SECTION 8.03
	  	Application of Trust Money	  	64
	 SECTION 8.04
	  	Repayment to Company	  	64
	 SECTION 8.05
	  	Indemnity for Government Obligations	  	64
	 SECTION 8.06
	  	Reinstatement	  	65
	
	Article 9
	
	Amendments
			
	 SECTION 9.01
	  	Without Consent of Holders	  	65
	 SECTION 9.02
	  	With Consent of Holders	  	66
	 SECTION 9.03
	  	Compliance with Trust Indenture Act	  	67
	 SECTION 9.04
	  	Revocation and Effect of Consents and Waivers	  	67
	 SECTION 9.05
	  	Notation on or Exchange of Securities	  	68
	 SECTION 9.06
	  	Trustee To Sign Amendments	  	68
	 SECTION 9.07
	  	Payment for Consent	  	68
	
	Article 10
	
	Subordination
			
	 SECTION 10.01
	  	Agreement To Subordinate	  	68
	 SECTION 10.02
	  	 Liquidation, Dissolution, Bankruptcy
	  	68
	 SECTION 10.03
	  	 Default on Senior Indebtedness of the Company
	  	69
	 SECTION 10.04
	  	 Acceleration of Payment of Securities
	  	70
	 SECTION 10.05
	  	 When Distribution Must Be Paid Over
	  	70
	 SECTION 10.06
	  	 Subrogation
	  	70
	 SECTION 10.07
	  	 Relative Rights
	  	70
	 SECTION 10.08
	  	 Subordination May Not Be Impaired by Company
	  	70
	 SECTION 10.09
	  	 Rights of Trustee and Paying Agent
	  	70
	 SECTION 10.10
	  	 Distribution or Notice to Representative
	  	71
	 SECTION 10.11
	  	 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate
	  	71
	 SECTION 10.12
	  	 Trust Moneys Not Subordinated
	  	71

  

 iii 









					
	 SECTION 10.13
	  	Trustee Entitled To Rely	  	71
	 SECTION 10.14
	  	 Trustee To Effectuate Subordination
	  	72
	 SECTION 10.15
	  	 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company
	  	72
	 SECTION 10.16
	  	 Reliance by Holders of Senior Indebtedness of the Company on Subordination Provisions
	  	72
	
	Article 11
	
	Subsidiary Guarantees
			
	 SECTION 11.01
	  	Guarantees	  	73
	 SECTION 11.02
	  	 Limitation on Liability
	  	75
	 SECTION 11.03
	  	 Successors and Assigns
	  	75
	 SECTION 11.04
	  	 No Waiver
	  	75
	 SECTION 11.05
	  	 Modification
	  	75
	 SECTION 11.06
	  	 Release of Subsidiary Guarantor
	  	75
	 SECTION 11.07
	  	 Contribution
	  	76
	
	Article 12
	
	Subordination of Subsidiary Guaranties
			
	 SECTION 12.01
	  	Agreement To Subordinate	  	76
	 SECTION 12.02
	  	 Liquidation, Dissolution, Bankruptcy
	  	76
	 SECTION 12.03
	  	 Default on Senior Indebtedness of Subsidiary Guarantor
	  	77
	 SECTION 12.04
	  	 Demand for Payment
	  	78
	 SECTION 12.05
	  	 When Distribution Must Be Paid Over
	  	78
	 SECTION 12.06
	  	 Subrogation
	  	78
	 SECTION 12.07
	  	 Relative Rights
	  	78
	 SECTION 12.08
	  	 Subordination May Not Be Impaired by Company
	  	79
	 SECTION 12.09
	  	 Rights of Trustee and Paying Agent
	  	79
	 SECTION 12.10
	  	 Distribution or Notice to Representative
	  	79
	 SECTION 12.11
	  	 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment
	  	79
	 SECTION 12.12
	  	 Trustee Entitled To Rely
	  	79
	 SECTION 12.13
	  	 Trustee To Effectuate Subordination
	  	80
	 SECTION 12.14
	  	 Trustee Not Fiduciary for Holders of Senior Indebtedness of Subsidiary Guarantor
	  	80
	 SECTION 12.15
	  	 Reliance by Holders of Senior Indebtedness of Subsidiary Guarantors on Subordination Provisions
	  	80
	
	Article 13
	
	Miscellaneous
			
	 SECTION 13.01
	  	Trust Indenture Act Controls	  	81

  

 iv 









					
	 SECTION 13.02
	  	 Notices
	  	81
	 SECTION 13.03
	  	 Communication by Holders with Other Holders
	  	82
	 SECTION 13.04
	  	 Certificate and Opinion as to Conditions Precedent
	  	82
	 SECTION 13.05
	  	 Statements Required in Certificate or Opinion
	  	82
	 SECTION 13.06
	  	 When Securities Disregarded
	  	82
	 SECTION 13.07
	  	 Rules by Trustee, Paying Agent and Registrar
	  	83
	 SECTION 13.08
	  	 Legal Holidays
	  	83
	 SECTION 13.09
	  	 Governing Law
	  	83
	 SECTION 13.10
	  	 No Recourse Against Others
	  	83
	 SECTION 13.11
	  	 Successors
	  	83
	 SECTION 13.12
	  	 Multiple Originals
	  	83
	 SECTION 13.13
	  	 Table of Contents; Headings
	  	83

  

			
	Exhibit 1 -	  	Form of Supplemental Indenture for Future Guarantors
	Exhibit 2 -	  	Schedule of Real Estate

  
 Rule 144A/Regulation S Appendix

  

			
	Exhibit 1 –	  	Form of Initial Security
		
	Exhibit A –	  	Form of Exchange Security or Private Exchange Security

  

 v 








 INDENTURE dated as of September 2, 2005, among COLUMBUS MCKINNON CORPORATION, a
New York corporation (the “Company”), the SUBSIDIARY GUARANTORS from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”). 
  
 Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Company’s Initial Securities, Exchange Securities and Private Exchange Securities (collectively, the “Securities”): 
  
 Article 1 
  
 Definitions and Incorporation by Reference 
  
 SECTION 1.01 Definitions. 
  
 “Additional Assets” means (1) any property, plant, equipment or other long-term tangible or intangible asset used in a Related Business;
(2) the Capital Stock of a Person that becomes a Domestic Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Subsidiary Guarantor; or (3) Capital Stock constituting a minority interest in any
Person that at such time is a Domestic Restricted Subsidiary; provided, however, that any such Domestic Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business. 
  
 “Additional Securities” means Securities issued under this
Indenture after the Issue Date and in compliance with Sections 2.13 and 4.03, it being understood that any Securities issued in exchange for or replacement of any Initial Security issued on the Issue Date shall not be an Additional Security,
including any such Securities issued pursuant to a 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 the purposes of
this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and
the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing
5% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof. 
  
 “Applicable Premium” means, with respect to a Security at any redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such 










 
Security at such time and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Security on
November 1, 2009 (such redemption price being described in the second paragraph of section 5 of the Securities, exclusive of any accrued interest), plus (2) all required remaining scheduled interest payments due on such Security through
November 1, 2009, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then outstanding principal amount of such Security at such time. 
  
 “Asset Disposition” means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this
definition as a “disposition”), of: 
  
 (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); 
  
 (2) all or substantially all the assets of any division or
line of business of the Company or any Restricted Subsidiary; or 
  
 (3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary; 
  
 other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by a Restricted Subsidiary to the Company
or by the Company or a Restricted Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.06 only, (i) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions
from the definition thereof) and that is not prohibited by Section 4.04 and (ii) a disposition of all or substantially all the assets of the Company in accordance with Section 5.01; (C) any disposition or dispositions of assets
to the extent the aggregate fair market value thereof does not exceed of $1,000,000 in any calendar year; (D) a disposition of cash or Temporary Cash Investments; (E) the creation of a Lien (but not the sale or other disposition of the
property subject to such Lien); (F) sales of accounts receivable and related assets for the fair market value thereof, including cash in an amount at least equal to 90% of the fair market value thereof; and (G) a disposition of any of the
Specified Assets to the extent that the Net Available Cash from all such dispositions does not exceed $10.0 million in the aggregate. 
  
 “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has
been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital
Lease Obligation”. 
  

 2 








 “Average Life” means, as of the date of determination, with respect to any Indebtedness, the
quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness
multiplied by the amount of such payment by (2) the sum of all such payments. 
  
 “Bank Indebtedness” means all Obligations pursuant to the Credit Agreement. 
  
 “Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.

  
 “Business Day” means each day which is not a Legal
Holiday. 
  
 “Capital Lease Obligation” means an
obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee
without payment of a penalty. 
  
 “Capital Stock” of any
Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into or exchangeable for such equity. 
  
 “Change of Control” means the occurrence of any of the following events: 
  
 (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company; 
  
 (2) individuals who on the Issue Date constituted the Board of Directors (together with any new directors
whose election or appointment by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the
Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; 
  

 3 








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

  
 (4) the merger or consolidation of the
Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following
which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted
as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in
substantially the same proportion as before the transaction and (B) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Securities and a Subsidiary of the transferor of such assets. 
  
 “Code” means the Internal Revenue Code of 1986, as amended.

  
 “Company” means the party named as such in this
Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities. 
  
 “Consolidated Coverage Ratio” as of any date of determination means
the ratio of 
  
 (a) the aggregate amount of
EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination to 
  
 (b) Consolidated Interest Expense for such four fiscal quarters; 
  
 provided, however, that 
  
 (1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding
or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro
forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period; 
  
 (2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid
and has not been replaced) on the date of the transaction giving rise to the 

  

 4 








 
need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis
as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary has not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to
repay, repurchase, defease or otherwise discharge such Indebtedness; 
  
 (3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period
shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its
continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness
of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale); 
  

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder,
which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness)
as if such Investment or acquisition occurred on the first day of such period; and 
  
 (5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by
the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition occurred on
the first day of such period. 
  
 For purposes of this definition, whenever pro
forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible 

  

 5 








 
financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on
the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes. 
  
 “Consolidated Current Liabilities” as of the date of determination
means the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), on a consolidated basis, after eliminating:

  
 (1) all intercompany items between the
Company and any Restricted Subsidiary; and 
  
 (2) all current maturities of long-term Indebtedness, all as determined in accordance with GAAP consistently applied. 
  
 “Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication: 
  

(1) interest expense attributable to Capital Lease Obligations; 
  
 (2) amortization of debt discount and debt issuance cost; 
  
 (3) capitalized interest; 
  
 (4) non-cash interest expense; 
  
 (5) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing; 
  
 (6) net payments pursuant to Hedging Obligations; 
  
 (7) dividends accrued in respect of all Preferred Stock held by Persons other than the Company or a Wholly Owned Subsidiary (other than
dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction, the numerator of which is one and the denominator of which is one minus
the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in good faith); 
  

 6 








 (8) interest incurred in connection with Investments in discontinued operations;

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

 7 








 (B) the Company’s equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net Income; 
  
 (4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which are
not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person; 
  
 (5) extraordinary gains or losses; 
  
 (6) any income (or loss) realized as the result of the purchase of the Securities, the Senior Secured Notes
or any other Indebtedness at a discount or a premium; and 
  
 (7) the cumulative effect of a change in accounting principles; 
  
 in each case, for such period. Notwithstanding the foregoing, for the purpose of Section 4.04 only, (i) there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of
Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments
permitted pursuant to Section 4.04(a)(3)(D). 
  
 “Consolidated Net Tangible Assets” as of any date of determination, means the total amount of assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other
properly deductible items) all of which would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, and after giving effect to purchase
accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of: 
  
 (1) minority interests in consolidated Subsidiaries held by Persons other than the Company or a Restricted Subsidiary; 
  
 (2) excess of cost over fair value of assets of businesses
acquired, as determined in good faith by the Board of Directors; 
  
 (3) any revaluation or other write-up in book value of assets subsequent to the Issue Date as a result of a change in the method of valuation in accordance with GAAP consistently applied; 
  
 (4) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items; 
  

 8 








 (5) treasury stock; 
  
 (6) cash set apart and held in a sinking or other analogous fund established for the purpose of redemption
or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and 
  
 (7) Investments in and assets of Unrestricted Subsidiaries. 
  
 “Credit Agreement” means that certain Second Amended and Restated Credit and Security Agreement, dated as of
November 21, 2002, as amended and restated as of January 2, 2004, as amended by that certain First Amendment to the Credit Agreement, dated as of April 29, 2005, by that certain Second Amendment to the Credit Agreement, dated as of
August 5, 2005, and by that certain Third Amendment to the Credit Agreement, dated as of August 22, 2005, by and among the Company, certain of its Subsidiaries, the lending institutions party thereto, Bank of America, N.A. as
Administrative Agent and Issuing Lender, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, replaced, restated, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance or replace, in
whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement. 
  
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

  
 “Default” means any event which is, or after notice
or passage of time or both would be, an Event of Default. 
  
 “Designated Senior Indebtedness” with respect to a Person means: 
  
 (1) the Bank Indebtedness; and 
  
 (2) any other Senior Indebtedness of such Person which, at the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is specifically designated by such Person in the instrument evidencing or governing such Senior Indebtedness as “Designated
Senior Indebtedness” for purposes of this Indenture 
  
 “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the
happening of any event: 
  
 (1) matures or is
mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise; 
  

 9 








 (2) is convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or 
  
 (3) is mandatorily
redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part; 
  
 in each case on or prior to the first anniversary of the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions
thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the first anniversary of the Stated
Maturity of the Securities shall not constitute Disqualified Stock if (A) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than
the terms applicable to the Securities in Sections 4.06 and 4.10 of this Indenture and (B) any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities
tendered pursuant thereto. 
  
 The amount of any Disqualified
Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount
of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption,
repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. 
  
 “Domestic Restricted Subsidiary” means a Restricted Subsidiary that is incorporated or otherwise organized under the laws of the United States,
any State thereof or the District of Columbia. 
  
 “EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income: 
  
 (1) all income tax expense of the Company and its consolidated Restricted Subsidiaries; 
  
 (2) Consolidated Interest Expense; 
  
 (3) depreciation and amortization expense of the Company and
its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid operating activity item that was paid in cash in a prior period); 
  
 (4) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any
such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period); and 
  

 10 








 (5) cash restructuring charges not to exceed $750,000 in any four fiscal quarter period;

  
 in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by
reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to
such Restricted Subsidiary or its stockholders. 
  
 “Equity
Offering” means an offering or private placement of common stock (or preferred stock that is convertible into such common stock), excluding Disqualified Stock, of the Company. 
  
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 
  
 “Existing Notes” means the Series A and Series B 8 1/2% Senior Subordinated Notes due 2008 of the Company. 
  
 “Foreign Current Liabilities” as of the date of determination means
the aggregate amount of liabilities of the Company’s consolidated Foreign Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), on a combined basis, after eliminating: 
  
 (1) all intercompany items among the Foreign Subsidiaries;
and 
  
 (2) all current maturities of long-term
Indebtedness of the Foreign Subsidiaries, all as determined in accordance with GAAP consistently applied. 
  
 “Foreign Net Tangible Assets” as of any date of determination, means the total amount of assets (less accumulated depreciation and amortization,
allowances for doubtful receivables, other applicable reserves and other properly deductible items) which would appear on a combined balance sheet of the Company’s consolidated Foreign Subsidiaries, determined on a combined basis in accordance
with GAAP, and after giving effect to purchase accounting and after deducting therefrom Foreign Current Liabilities and, to the extent otherwise included, the amounts of: 
  
 (1) minority interests in consolidated Subsidiaries held by Persons other than the Company or a Restricted
Subsidiary; 
  
 (2) excess of cost over fair
value of assets of businesses acquired, as determined in good faith by the Board of Directors; 
  

 11 








 (3) any revaluation or other write-up in book value of assets subsequent to the Issue
Date as a result of a change in the method of valuation in accordance with GAAP consistently applied; 
  
 (4) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade
names, copyrights, licenses, organization or developmental expenses and other intangible items; 
  
 (5) treasury stock; 
  
 (6) cash set apart and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital
Stock to the extent such obligation is not reflected in Foreign Current Liabilities; and 
  
 (7) Investments in and assets of Unrestricted Subsidiaries. 
  
 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Restricted Subsidiary.

  
 “GAAP” means generally accepted accounting
principles in the United States of America as in effect as of the Issue Date, including those set forth in: 
  
 (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

  
 (2) statements and pronouncements of the
Financial Accounting Standards Board; 
  
 (3)
such other statements by such other entity as approved by a significant segment of the accounting profession; and 
  
 (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 
  
 All ratios and computations based on GAAP contained in this Indenture shall
be computed in conformity with GAAP. 
  
 “Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 
  
 (1) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, 

  

 12 








 
goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or 
  
 (2) entered into for the purpose of assuring in any other
manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 
  
 provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term
“Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation. 
  
 “Guarantee Agreement” means a supplemental indenture, in substantially the form included as Exhibit 1 to this Indenture, pursuant to which
a Subsidiary Guarantor guarantees the Company’s obligations with respect to the Securities on the terms provided for in this Indenture. 
  
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

  
 “Holder” or “Securityholder” means the
Person in whose name a Security is registered on the Registrar’s books. 
  
 “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative
meaning. 
  
 Solely for purposes of determining compliance with
Section 4.03: 
  
 (1) amortization of debt
discount or the accretion of principal with respect to a non-interest bearing or other discount security; 
  
 (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly
scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and 
  
 (3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the
making of a mandatory offer to purchase such Indebtedness; 
  
 will not be deemed
to be the Incurrence of Indebtedness. 
  

 13 








 “Indebtedness” means, with respect to any Person on any date of determination (without
duplication): 
  
 (1) the principal in respect of
(A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium
on such indebtedness to the extent such premium has become due and payable; 
  
 (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; 
  
 (3) all obligations of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); 
  
 (4) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above)
entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the
letter of credit); 
  
 (5) the amount of all
obligations of such Person with respect to the redemption, repayment or other repurchase of any Capital Stock of such Person or any Subsidiary of such Person or that are determined by the value of such Capital Stock, the principal amount of such
Capital Stock to be determined in accordance with this Indenture; 
  
 (6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; 
  
 (7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and 
  
 (8) to the extent not otherwise included in this definition,
Hedging Obligations of such Person. 
  
 Notwithstanding the foregoing, in
connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is
determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the
extent such 

  

 14 








 
payment thereafter becomes fixed and determined, the amount is paid within 90 days thereafter. 
  
 The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however,
that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time. 
  
 “Indenture” means this Indenture as amended or supplemented from time to time. 
  
 “Independent Qualified Party” means an investment banking
firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company. 
  
 “Initial Purchasers” means Credit Suisse First Boston LLC and Banc of America Securities LLC. 
  
 “Interest Rate Agreement” means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates. 
  
 “Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. Except as otherwise provided for herein, the amount of an
Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value. 
  
 For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and Section 4.04,
“Investment” shall include 
  
 (1) the
portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to
(A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of
such Subsidiary at the time of such redesignation; and 
  

 15 








 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its
fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors. 
  
 “Issue Date” means September 2, 2005. 
  
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

  
 “Lien” means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
  
 “Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of: 
  
 (1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all
Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition; 
  
 (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms
of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such
Asset Disposition; 
  
 (3) all distributions and
other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition; 
  
 (4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and 
  

(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase
price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by
any portion 

  

 16 








 
of funds in the escrow that are released to the Company or any Restricted Subsidiary. 
  
 “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash
proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof. 
  
 “Obligations” means with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such
Indebtedness. 
  
 “Offering Circular” means the offering
circular dated August 16, 2005, used in connection with the sale of the Initial Securities. 
  
 “Officer” means the Chief Executive Officer, the President, any Vice President, the Treasurer or the Secretary of the Company. 
  
 “Officers’ Certificate” means a certificate signed by two
Officers. 
  
 “Opinion of Counsel” means a written
opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
  
 “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in: 
  
 (1) the Company, a Restricted Subsidiary or a Person that
will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business; 
  
 (2) another Person, if as a result of such Investment, such other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business; 
  
 (3) cash and Temporary Cash Investments; 
  
 (4) receivables owing to the Company or any Restricted
Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the
Company or any such Restricted Subsidiary deems reasonable under the circumstances; 
  

 17 








 (5) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 
  
 (6) loans or advances to employees made in the ordinary course of business consistent with past practices of the Company or such
Restricted Subsidiary; 
  
 (7) stock, obligations
or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments; 
  
 (8) any Person to the extent such Investment represents the non-cash portion of the consideration received
for an Asset Disposition as permitted pursuant to Section 4.06; 
  
 (9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
  
 (10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility
and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 
  
 (11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 4.03; 
  
 (12) Persons to the extent such Investments are in existence
on the Issue Date; 
  
 (13) any Investment by the
Company or a Restricted Subsidiary in a Receivables Subsidiary, or any Investment by a Receivables Subsidiary in another Person, in each case in connection with a Qualified Receivables Transaction; provided, however, that such
Investment is in the form of a purchase money note or an equity interest; and 
  
 (14) Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (14) outstanding on the date such Investment is made, do not exceed $20.0 million.

  
 “Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated 

  

 18 








 
organization, government or any agency or political subdivision thereof or any other entity. 
  
 “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes
(however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class
of such Person. 
  
 “principal” of a Security means the
principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time. 
  
 “Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries sells, conveys or otherwise transfers pursuant to customary terms to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its
Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its
Restricted Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable
and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable. 
  
 “Receivables Subsidiary” means a domestic Subsidiary of the Company
which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary (a) no portion of the
Indebtedness or any other Obligations (contingent or otherwise) of which (i) is Guaranteed by the Company or any of its Restricted Subsidiaries (but excluding customary representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Company or any of its Restricted Subsidiaries in any way other than pursuant to customary representations, warranties,
covenants and indemnities entered into in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Company or any of its Restricted Subsidiaries, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to customary representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the
Company nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity and (c) to which neither the 

  

 19 








 
Company nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary
to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company
giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions. 
  
 “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 
  
 “Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted
Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that: 
  
 (1) such Refinancing Indebtedness has a Stated Maturity no
earlier than the Stated Maturity of the Indebtedness being Refinanced; 
  
 (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; 
  
 (3) such Refinancing Indebtedness has an aggregate principal
amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed
(plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and 
  
 (4) if the Indebtedness being Refinanced is subordinated in right of payment to the Securities, such Refinancing Indebtedness is
subordinated in right of payment to the Securities at least to the same extent as the Indebtedness being Refinanced; 
  
 provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that is not a Subsidiary Guarantor
that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary. 
  
 “Registration Rights Agreement” means the Registration Rights Agreement dated September 2, 2005, among the
Company, the Subsidiary Guarantors and the Initial Purchasers. 
  
 “Related Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business. 
  

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

  
 (4) the making of any Investment (other than
a Permitted Investment) in any Person. 
  
 “Restricted
Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary. 
  
 “Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary
whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. 
  
 “SEC” means the U.S. Securities and Exchange Commission. 
  

 21 








 “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien. 
  
 “Securities” means the Securities issued under this Indenture.

  
 “Securities Act” means the U.S. Securities Act of
1933, as amended. 
  
 “Senior Indebtedness” means with
respect to any Person: 
  
 (1) Indebtedness of
such Person, whether outstanding on the Issue Date or thereafter Incurred; and 
  
 (2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above, 
  
 unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such Indebtedness or other Obligations are subordinate or pari passu in right of payment to the Securities or the Subsidiary Guarantee of such Person, as the case may be; provided, however, that
Senior Indebtedness shall not include: 
  
 (1)
any obligation of such Person to the Company or any Subsidiary; 
  
 (2) any liability for Federal, state, local or other taxes owed or owing by such Person; 
  
 (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or
instruments evidencing such liabilities); 
  
 (4)
any Indebtedness or other Obligation of such Person which is subordinate or junior in right of payment to any other Indebtedness or other Obligation of such Person; or 
  
 (5) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of this
Indenture. 
  
 “Senior Secured Notes” means the 10%
Senior Secured Notes due 2010 issued by the Company, together with the documents related thereto (including the Indenture dated as of July 22, 2003, between the Company and the Trustee, and any guarantees and security documents). 
  
 “Senior Subordinated Indebtedness” means, with respect to a Person,
the Securities (in the case of the Company), a Subsidiary Guarantee (in the case of a Subsidiary Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the
Securities or such 

  

 22 








 
Subsidiary Guarantee, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other
obligation of such Person which is not Senior Indebtedness of such Person. 
  
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC. 
  
 “Specified Assets” means the assets primarily
related to the business of the Univeyor A/S and Société D’Exploitation Des Raccords Gautier Subsidiaries of the Company, the Larco Industrial Services, Ltd., Subsidiary of Crane Equipment & Service, Inc., the American
Lifts and Duff-Norton divisions of Yale Industrial Products, Inc., and the CM Shredder division of the Company and the real estate described in a Schedule of Real Estate attached to this Indenture. 
  
 “Stated Maturity” means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred). 
  
 “Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the Securities or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect. 
  
 “Subsidiary” means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. 
  
 “Subsidiary Guarantors” means, collectively, Audubon Europe S.àr.l., Crane Equipment & Service, Inc., Yale Industrial Products, Inc. and each other Subsidiary of the Company that hereafter
guarantees the Securities pursuant to the terms of this Indenture. Each of the foregoing individually is a “Subsidiary Guarantor”. 
  
 “Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Securities. 

 
 “Temporary Cash Investments” means any of the following:

  
 (1) United States dollars or the currency of
Taiwan or any country recognized by the United States; 
  

 23 








 (2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing, unless such securities are deposited to defease any indebtedness, of not more than one year
from the date of acquisition; 
  
 (3) time
deposits, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any
commercial bank organized under the laws of the United States, any state thereof, Taiwan or any country recognized by the United States and having capital and surplus in excess of $100.0 million (or the foreign currency equivalent thereof) and whose
outstanding debt is rated “A” (or such similar rating) by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act); 
  
 (4) repurchase obligations with a term of not more than 30 days for underlying securities of the types
described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
  
 (5) commercial paper having the highest rating obtainable from Moody’s or S&P and issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the United States, any state thereof, Taiwan or any country recognized by the United States; 
  
 (6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than one year from the date of acquisition; and 
  
 (7) money market funds at least 95% of the assets of which
constitute Temporary Cash Investments of the kinds described in clauses (1) through (6) of this definition. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture.

  
 “Treasury Rate” means the yield-to-maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to the
date fixed for repayment or, in the case of defeasance, prior to the date of deposit (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the then remaining average life
to November 1, 2009; provided, however, that if the average life to November 1, 2009, is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate
shall be 

  

 24 








 
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly yields of United States Treasury securities for which such
yields are given, except that if the average life to November 1, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

 
 “Trustee” means the party named as such in this Indenture until
a successor replaces it and, thereafter, means the successor. 
  
 “Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
  
 “Unrestricted Subsidiary” means: 
  
 (1) any Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and 
  
 (2) any Subsidiary of an Unrestricted Subsidiary. 
  

The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated;
provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04.
The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional
Indebtedness under Section 4.03(a) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of
the Board of Directors giving effect to such designation and an 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 for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as
published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. 
  
 Except as described in Section 4.03, whenever it is necessary to
determine whether the Company has complied with any provision in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount 

  

 25 








 
will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency. 
  
 “U.S. Government Obligations” means direct obligations (or
certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer’s option. 
  
 “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof. 
  
 “Wholly Owned Subsidiary” means a
Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned Subsidiaries. 
  
 SECTION 1.02 Other Definitions. 
  

				
	 Term

	  	 Defined in
 Section

	 
	 “Affiliate Transaction”
	  	4.07	(a)
	 “Bankruptcy Law”
	  	6.01	 
	 “Change of Control Offer”
	  	4.10	(b)
	 “covenant defeasance option”
	  	8.01	(b)
	 “Custodian”
	  	6.01	 
	 “Event of Default”
	  	6.01	 
	 “Guaranteed Obligations”
	  	11.01	 
	 “legal defeasance option”
	  	8.01	(b)
	 “Offer”
	  	4.06	(c)
	 “Offer Amount”
	  	4.06	(d)(2)
	 “Offer Period”
	  	4.06	(d)(2)
	 “Paying Agent”
	  	2.03	 
	 “Purchase Date”
	  	4.06	(d)(1)
	 “Registrar”
	  	2.03	 
	 “Successor Company”
	  	5.01	(a)(1)

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

  
 “Commission” means the SEC; 
  
 “indenture securities” means the Securities and the Subsidiary
Guarantees; 
  

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 “indenture security holder” means a Securityholder; 
  
 “indenture to be qualified” means this Indenture; 
  
 “indenture trustee” or “institutional trustee” means the
Trustee; and 
  
 “obligor” on the indenture securities
means the Company, each Subsidiary Guarantor and any other obligor on the indenture securities. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions. 
  
 SECTION 1.04
Rules of Construction. Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (3) “or” is not exclusive; 
  
 (4) “including” means including without limitation; 
  
 (5) words in the singular include the plural and words in the plural include the singular; 
  
 (6) unsecured Indebtedness shall not be deemed to be
subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
  
 (7) secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior
priority with respect to the same collateral; 
  
 (8) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

  
 (9) the principal amount of any Preferred
Stock shall be (A) the maximum liquidation value of such Preferred Stock or (B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and 
  
 (10) all references to the date the Securities were
originally issued shall refer to the Issue Date. 
  

 27 








 Article 2 
  
 The Securities 
  
 SECTION 2.01 Form and Dating. Provisions relating to the Initial Securities, the Private Exchange Securities and the Exchange Securities are set
forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Exchange Securities, the Private Exchange Securities and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms of the Securities
set forth in the Appendix and Exhibit A are part of the terms of this Indenture. 
  
 SECTION 2.02 Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced
on the Securities and may be in facsimile form. 
  
 If an Officer
whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 
  
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this Indenture. 
  
 On the Issue Date, the Trustee shall authenticate and deliver $136.0 million of 8 7/8% Senior Subordinated Notes due 2013 and, at any time from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon
a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the
original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03.

  
 The Trustee may appoint an authenticating agent
reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes 

  

 28 








 
authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

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

  
 The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Wholly Owned Subsidiary incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
  
 The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. 
  
 SECTION 2.04 Paying Agent To Hold Money in Trust. Prior to each due
date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default
by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. 
  
 SECTION 2.05 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. 
  
 SECTION 2.06 Transfer and Exchange. The Securities shall be issued in
registered form and shall be transferable only upon the surrender of a Security for 

  

 29 








 
registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal
amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. 
  
 SECTION 2.07 Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any
other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. 
  
 Every replacement Security is an additional Obligation of the Company.

  
 SECTION 2.08 Outstanding Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security. 
  
 If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. 
  
 If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not
prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

  
 SECTION 2.09 Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities. 
  

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 SECTION 2.10 Cancellation. The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention
requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled
Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. 
  
 SECTION 2.11 Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Company shall fix or cause to be fixed any
such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

  
 SECTION 2.12 CUSIP Numbers. The Company in issuing
the Securities may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 SECTION 2.13 Issuance of Additional Securities. After the Issue Date, the Company shall be entitled, subject to its compliance with
Section 4.03, to issue Additional Securities under this Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. All the
Securities issued under this Indenture shall be treated as a single class for all purposes of this Indenture. 
  
 With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy
of each of which shall be delivered to the Trustee, the following information: 
  
 (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company is relying on to issue such
Additional Securities; 
  
 (2) the issue price,
the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued unless such Additional Securities are fungible with the Initial Securities for U.S. federal income tax
purposes; and 
  

 31 








 (3) whether such Additional Securities shall be Initial Securities or shall be issued in
the form of Exchange Securities as set forth in Exhibit A. 
  
 Article 3 
  
 Redemption 
  
 SECTION 3.01 Notices to Trustee. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Securities pursuant to which the redemption will
occur. 
  
 The Company shall give each notice to the Trustee
provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein. 
  
 SECTION 3.02 Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The
Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of
them the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall
notify the Company promptly of the Securities or portions of Securities to be redeemed. 
  
 SECTION 3.03 Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each
Holder of Securities to be redeemed at such Holder’s registered address. 
  
 The notice shall identify the Securities to be redeemed and shall state: 
  
 (1) the redemption date; 
  
 (2) the redemption price; 
  
 (3) the name and address of the Paying Agent; 
  
 (4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
  

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 (5) if fewer than all the outstanding Securities are to be redeemed, the identification
and principal amounts of the particular Securities to be redeemed; 
  
 (6) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof)
called for redemption ceases to accrue on and after the redemption date; and 
  
 (7) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. 
  
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the
Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section. 
  
 SECTION 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the related interest payment date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

  
 SECTION 3.05 Deposit of Redemption Price. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be
redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancellation. 
  
 SECTION 3.06 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 
  
 Article 4 
  
 Covenants 
  
 SECTION 4.01 Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and
interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture. 
  

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 The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and
it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 SECTION 4.02 SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so
long as any Securities are outstanding, the Company shall file with the SEC (subject to the next sentence) and provide the Trustee and Holders with such annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange
Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections, and containing all the information, audit reports and exhibits
required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the
SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not
accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 
  
 At any time that any of the Company’s Subsidiaries are Unrestricted
Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial
condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. 
  
 In addition, the Company shall furnish to the Holders of the Securities and
to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. The
Company also shall comply with the other provisions of TIA § 314(a). 
  
 SECTION 4.03 Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that
the Company and the Subsidiary Guarantors shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.0 to 1. 
  
 (b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness: 
  
 (1) Indebtedness Incurred by the Company and the Subsidiary Guarantors pursuant to the Credit Agreement; provided, however,
that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and then outstanding, taken 

  

 34 








 
together with the aggregate principal amount of all Indebtedness Incurred pursuant to clause (11) of this Section 4.03(b) and then outstanding,
does not in the aggregate exceed the greatest of (A) $90.0 million less the sum of all principal payments with respect to such Indebtedness pursuant to Section 4.06(a)(3)(A) hereof, (B) 44% of Consolidated Net Tangible Assets
(calculated on a pro forma basis to give effect to any tangible assets to be acquired with the proceeds of the Indebtedness to be Incurred and any related current liabilities to be assumed in connection with such acquisition), and
(C) the sum of (i) 65% of the book value of the inventory of the Company and the Subsidiary Guarantors and (ii) 85% of the book value of the accounts receivable of the Company and the Subsidiary Guarantors, determined in each case in
accordance with GAAP; 
  
 (2) Indebtedness owed
to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on
such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is
expressly subordinated to the prior payment in full in cash of all obligations of such obligor with respect to its Subsidiary Guarantee; 
  
 (3) the Securities (other than any Additional Securities); 
  
 (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1),
(2) or (3) of this Section 4.03(b)); 
  
 (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the
funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such
acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); 
  
 (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or
pursuant to clause (3), (4), (5) or this clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to
clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; 
  

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 (7) Hedging Obligations consisting of (i) Interest Rate Agreements directly related
to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant to this Indenture or (ii) Currency Agreements entered into to manage the foreign exchange exposure of the Company and its Restricted Subsidiaries
in the ordinary course of business and not for speculative purposes; 
  
 (8) Obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance
obligations in the ordinary course of business and not in connection with the borrowing of money or the obtaining of advances or credit; 
  
 (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its Incurrence; 
  
 (10) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by a
Subsidiary Guarantor of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (1), (2), (3) or (4) of this Section 4.03(b) or pursuant to clause (6) of this Section 4.03(b) to the extent the
Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (3) or (4) of this Section 4.03(b); 
  
 (11) Indebtedness Incurred by a Receivables Subsidiary
pursuant to a Qualified Receivables Transaction; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(11) and then outstanding,
taken together with the aggregate principal amount of all Indebtedness Incurred under clause (1) of this Section 4.03(b) and then outstanding, does not in the aggregate exceed the greatest of (A) $90.0 million less the sum of all
principal payments with respect to the Indebtedness Incurred under clause (1) of this Section 4.03(b) pursuant to Section 4.06(a)(3)(A) hereof, (B) 44% of Consolidated Net Tangible Assets (calculated on a pro forma basis
to give effect to any tangible assets to be acquired with the proceeds of the Indebtedness to be Incurred and any related current liabilities to be assumed in connection with such acquisition), and (C) the sum of (i) 65% of the book value
of the inventory of the Company and the Subsidiary Guarantors and (ii) 85% of the book value of the accounts receivable of the Company and the Subsidiary Guarantors, determined in each case in accordance with GAAP; 
  
 (12) Indebtedness Incurred by a Foreign Subsidiary in an
aggregate principal amount which, when taken together with all other Indebtedness of Foreign Subsidiaries Incurred pursuant to this clause (b)(12) and outstanding on the date of such Incurrence, does not exceed the greater of (i) $20.0
million and 

  

 36 








 
(ii) 15% of Foreign Net Tangible Assets (calculated on a pro forma basis to give effect to any tangible assets to be acquired with the proceeds
of Indebtedness to be Incurred and any current liabilities to be assumed in connection with such acquisition); 
  
 (13) Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for
the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or any Restricted Subsidiary, in an aggregate principal amount (including all
Refinancing Indebtedness Incurred to Refinance any Indebtedness Incurred pursuant to this clause (b)(13)) which, when taken together with all other Indebtedness Incurred pursuant to this clause (b)(13) and outstanding on the date of such Incurrence,
does not exceed $15.0 million; and 
  
 (14)
Indebtedness of the Company or of any of its Restricted Subsidiaries in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such Incurrence
(other than Indebtedness permitted by clauses (1) through (13) above or Section 4.03(a)) does not exceed $25.0 million. 
  
 (c) Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if the
proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Securities or to the applicable Subsidiary Guarantee to at
least the same extent as such Subordinated Obligations. 
  
 (d)
For purposes of determining compliance with this Section 4.03, (1) any Indebtedness remaining outstanding under the Credit Agreement after the application of the net proceeds from the sale of the Securities will be treated as Incurred on
the Issue Date under clause (1) of paragraph (b) above, (2) in the event that an item of Indebtedness in whole or in part meets the criteria of more than one of the types of Indebtedness described herein, the Company, in its sole
discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence under any combination of Section 4.03(a) or one or more clauses of Section 4.03(b), but shall only be required to include any amount or
type so classified once whether pursuant to Section 4.03(a) or one of the clauses of Section 4.03(b) and (3) after the date of Incurrence of any Indebtedness pursuant to Section 4.03(b)(14), the Company shall be entitled to
reclassify all or any portion of such Indebtedness as having been Incurred pursuant to Section 4.03(a) or any other clause of Section 4.03(b), provided that at the time of such reclassification, such Indebtedness could properly be Incurred
under such other provision of this Section 4.03. 
  
 (e)
Notwithstanding Section 4.03(a) or Section 4.03(b), neither the Company nor any Subsidiary Guarantor shall Incur (1) any Indebtedness if such Indebtedness is subordinate or junior in ranking in right of payment to any Senior 

  

 37 








 
Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior
Subordinated Indebtedness of such Person or (2) any Secured Indebtedness that is not Senior Indebtedness of such Person unless contemporaneously therewith such Person makes effective provision to secure the Securities or applicable Subsidiary
Guarantee equally and ratably with such Secured Indebtedness for so long as such Secured Indebtedness is secured by a Lien. 
  
 (f) For purposes of determining compliance with any restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a
currency other than the U.S. dollar, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated
in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as
provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the
extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be determined in accordance with the preceding sentence and (2) the principal amount of the
Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent shall be determined on the date such Refinancing Indebtedness is Incurred. 
  
 SECTION 4.04 Limitation on Restricted Payments. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 
  
 (1) a Default shall have occurred and be continuing (or
would result therefrom); 
  
 (2) the Company is
not entitled to Incur an additional $1.00 of Indebtedness under Section 4.03(a); or 
  
 (3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of
(without duplication): 
  
 (A) 50% of the
Consolidated Net Income accrued during the period (treated as one accounting period) from July 4, 2005 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such
Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus 
  

 38 








 (B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or
sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by
the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution to common equity received by the Company from its shareholders subsequent to the Issue Date; plus 
  
 (C) the amount by which Indebtedness of the Company is
reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount
of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any
Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the
benefit of their employees); plus 
  
 (D)
an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments
by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions to the extent included in Consolidated Net Income), in each case received by the Company or any
Restricted Subsidiary and (ii) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments
(excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary. 
  
 (b) The provisions of Section 4.04(a) shall not prohibit: 
  
 (1) any Restricted Payment made out of the Net Cash Proceeds
of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a
trust established by the Company or any of its Subsidiaries for the benefit of their 

  

 39 








 
employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that
(A) such Restricted Payment shall be excluded in future calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment)
shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B); 
  
 (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the
Company or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness of such Person which is permitted to be Incurred pursuant to Section 4.03; provided,
however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in future calculations of the amount of Restricted Payments; 
  
 (3) dividends paid within 60 days after the date of
declaration thereof if at such date of declaration such dividend would have complied with this Section 4.04; provided, however, that at the time of payment of such dividend, no other Default shall have occurred and be continuing
(or result therefrom); provided further, however, that such dividend shall be included in future calculations of the amount of Restricted Payments; 
  
 (4) so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of
Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former
directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell,
shares of such Capital Stock; provided, however, that the aggregate amount of such repurchases and other acquisitions shall not exceed $500,000 in any calendar year; provided further, however, that such repurchases
and other acquisitions shall be excluded in future calculations of the amount of Restricted Payments; 
  
 (5) payments of dividends on Disqualified Stock permitted to be issued pursuant Section 4.03; provided, however, that
at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further that such dividends shall be excluded in future calculations of the amount of Restricted Payments;

  
 (6) repurchases of Capital Stock deemed to
occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such Restricted Payments shall be excluded in future calculations of the amount of
Restricted Payments; 
  

 40 








 (7) payments in respect of the repurchase of, or the redemption of, the Existing Notes
from the proceeds of the issuance of the Securities on the Issue Date; provided, however, that such payments to repurchase Existing Notes shall be excluded in future calculations of the amount of Restricted Payments; 
  
 (8) payments in respect of the repurchase, redemption or
other acquisition or retirement for value of Capital Stock of the Company; provided, however, that the aggregate amount of such repurchases, redemptions, acquisitions or retirements shall not exceed $1,000,000 in any fiscal year, and
provided further that such payments shall be included in future calculations of the amount of Restricted Payments; or 
  
 (9) payments not otherwise permitted by clauses (1) through (8) of this Section 4.04(b) in an amount which, when taken
together with all payments made pursuant to this clause (9), do not exceed $10.0 million; provided, however, that such payments shall be included in future calculations of the amount of Restricted Payments. 
  
 SECTION 4.05 Limitation on Restrictions on Distributions from Restricted
Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to
(a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its
property or assets to the Company, except: 
  
 (1) with respect to clauses (a), (b) and (c), 
  
 (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; 
  
 (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; 
  
 (C) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or this clause (C) or contained in any amendment to an agreement referred to in Section 4.05(1)(A) or this clause (C);
provided, however, that the 

  

 41 








 
encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to
the Holders, taken as a whole, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; 
  
 (D) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; 
  
 (E) any encumbrance or restriction pursuant to the terms of any agreement entered into by a Receivables Subsidiary in connection with any
Qualified Receivables Transaction; provided, however, that such encumbrance or restriction applies only to a Receivables Subsidiary; 
  
 (F) any encumbrance or restriction consisting of requirements with respect to cash or other deposits or net worth imposed by customers or
required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; 
  
 (G) any encumbrance or restriction existing under, by reason of or with respect to customary supermajority voting provisions and customary
provisions with respect to the disposition or distribution or assets or property, in each case, contained in joint venture agreements; and 
  
 (H) any encumbrance or restriction existing under, by reason of or with respect to credit facilities entered into by Foreign Subsidiaries,
provided that such encumbrances or restrictions are effective only after the occurrence and during the continuance of a material default under, or of an event which, with the lapse of time or the giving of notice or both would constitute a material
event of default under, such credit facilities; and 
  
 (2) with respect to clause (c) only, 
  
 (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; 
  
 (B) any encumbrance or restriction contained in security
agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and 
  

 42 








 (C) any encumbrance or restriction with respect to property acquired by the Company or a
Restricted Subsidiary in effect at the time of such acquisition, so long as such restriction or encumbrance relates solely to the property acquired and was not created in anticipation of such acquisition. 
  
 SECTION 4.06 Limitation on Sales of Assets and Subsidiary Stock.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: 
  
 (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair
market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition; 
  
 (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in
the form of cash or cash equivalents; and 
  
 (3)
an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be): 
  
 (A) first, to the extent the Company elects (or is required by the terms of any Senior Indebtedness of the Company or a Subsidiary
Guarantor), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) (i) within one year from the later of the
date of such Asset Disposition or the receipt of such Net Available Cash or (ii) if later, on or before August 31, 2007, provided that any such Net Available Cash to be applied pursuant to this clause (ii) must be invested in
Temporary Cash Investments held in a restricted account and committed to be used by the Company for the sole purpose of prepaying, repaying, redeeming or purchasing Senior Indebtedness of the Company or a Subsidiary Guarantor (but such Net Available
Cash is only required to be so held and restricted from and after the last day of the period described in clause (i) of this clause (A)); 
  
 (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the
extent the Company elects, to acquire Additional Assets in each case within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and 
  
 (C) third, to the extent of the balance of such Net Available Cash after application in accordance
with clauses (A) and (B), to make an 

  

 43 








 
offer to the Holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company or of a Subsidiary Guarantor designated by
the Company) to purchase Securities (and such other Senior Subordinated Indebtedness) pursuant to and subject to the conditions contained in Section 4.06(c); 
  
 provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A)
or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or
purchased. 
  
 Notwithstanding the foregoing provisions of this
Section 4.06, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this Section 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions
which is not applied in accordance with this Section 4.06(a) exceeds $15.0 million. Pending application of Net Available Cash pursuant to Section 4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments, except
to the extent otherwise required under Section 4.06(a)(1)(A)(ii). 
  
 (b) For the purposes of this Section 4.06, the following are deemed to be cash or cash equivalents: 
  
 (1) the assumption of Indebtedness of the Company or of a Subsidiary Guarantor (other than Subordinated Obligations and other obligations
in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from
all liability on such Indebtedness in connection with such Asset Disposition; and 
  
 (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such
Restricted Subsidiary into cash, to the extent of the cash received in that conversion. 
  
 (c) In the event of an Asset Disposition that requires an offer to purchase Securities (and other Senior Subordinated Indebtedness of the Company or of a Subsidiary Guarantor) pursuant to Section (a)(3)(C) above,
the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Subordinated Indebtedness) (the “Offer”) at a purchase price of 100% (or at a greater price, in the case of the
Securities, in the discretion of the Company) of their principal amount (or, in the event such other Senior Subordinated Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus
accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including

  

 44 








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

  

 45 








 
(C) the compliance of such allocation with the provisions of Section 4.06(a) and (c). On such date, the Company shall also irrevocably deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are
immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Subordinated Indebtedness, the deposit described in the
preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the
Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each
tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the
excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. 
  
 (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the
Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have
such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
  
 (4) At the time the Company delivers Securities to the
Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall
be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 
  
 (e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and
any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06,
the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations. 
  

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 SECTION 4.07 Limitation on Affiliate Transactions. (a) The Company shall not, and shall not
permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an “Affiliate Transaction”) unless: 
  
 (1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings
with a Person who is not an Affiliate; 
  
 (2) if
such Affiliate Transaction involves an amount in excess of $5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate
Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and 
  
 (3) if such Affiliate Transaction involves an amount in
excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. 
  
 (b) The provisions of Section 4.07(a) shall not prohibit: 
  
 (1) any Investment (other than a Permitted Investment) or
other Restricted Payment, in each case permitted to be made pursuant to Section 4.04; 
  
 (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock options and stock ownership plans approved by the Board of Directors; 
  
 (3) loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or its
Restricted Subsidiaries, but in any event not to exceed $1.0 million in the aggregate outstanding at any one time; 
  
 (4) the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its
Restricted Subsidiaries; 
  
 (5) any transaction
with a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the 

  

 47 








 
Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; 

 
 (6) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Company; 
  
 (7)
indemnities of officers, directors and employees of the Company or any Restricted Subsidiaries permitted or required by charter, bylaw, contractual or statutory provisions; and 
  
 (8) any transaction with a Receivables Subsidiary pursuant to a Qualified Receivables Transaction.

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

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

  

 49 








 
otherwise in compliance with the requirements set forth in this Section applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control Offer. 
  
 (f) If the terms of the Credit Agreement prohibit the Company from making a Change of Control Offer or from purchasing the Securities, prior to the mailing of the notice to Securityholders described in the
Section 4.10(b), but in any event within 30 days following any Change of Control, the Company shall: 
  
 (1) repay in full all Indebtedness outstanding under the Credit Agreement or offer to repay in full all such Indebtedness and repay the
Indebtedness of each lender who has accepted such offer; or 
  
 (2) obtain the requisite consent under the Credit Agreement to permit the purchase of the Securities as contemplated by this Section 4.10. 
  
 The Company must first comply with this clause (f) before it will be required to purchase the Securities in the event
of a Change of Control, provided, however, that the Company’s failure to comply with this clause (f) or to make a Change of Control Offer because of any such failure shall constitute a default under Section 6.01(4) (and
not under Section 6.01(2)). 
  
 (g) The Company shall comply,
to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.10. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Section 4.10 by virtue of its compliance with such securities laws or regulations. 
  
 SECTION 4.11 Future Guarantors. The Company shall cause (i) each Domestic Restricted Subsidiary created or acquired after the Issue Date and (ii) each Foreign Subsidiary that enters into a Guarantee
of any First Lien Obligations after the Issue Date to, in each case, at the same time, execute and deliver to the Trustee a Guarantee Agreement pursuant to which such Subsidiary will Guarantee payment of the Securities on the same terms and
conditions as those set forth this Indenture. 
  
 SECTION 4.12
Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties
as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 
  
 SECTION 4.13 Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such


  

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

  
 provided, however, that clause (3) will not be applicable
to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole
effect of reincorporating the Company in another jurisdiction. 
  

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 For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other
disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the
properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
  
 The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Securities. 
  
 (b) The Company shall not permit any Subsidiary Guarantor to consolidate with
or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: 
  
 (1) except in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person
(other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that
the Company will comply with its obligations under Section 4.06 in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction
under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guarantee Agreement, all the obligations of such Subsidiary,
if any, under its Subsidiary Guarantee; 
  
 (2)
immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having
been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and 
  
 (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such Guarantee Agreement, if any, complies with this Indenture. 
  

 52 








 Article 6 
  
 Defaults and Remedies 
  
 SECTION 6.01 Events of Default. An “Event of Default” occurs if: 
  
 (1) the Company defaults in any payment of interest on any Security when the same becomes due and payable,
whether or not such payment shall be prohibited by Article 10, and such default continues for a period of 30 days; 
  
 (2) the Company (A) defaults in the payment of the principal of any Security when the same becomes due and payable at its Stated
Maturity, upon optional redemption, upon declaration of acceleration or otherwise, whether or not such payment shall be prohibited by Article 10, or (B) fails to purchase Securities when required pursuant to this Indenture or the Securities,
whether or not such payment shall be prohibited by Article 10; 
  
 (3) the Company fails to comply with Section 5.01; 
  
 (4) the Company fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 or 4.11 (other than a failure to
purchase Securities when required under Section 4.06 or 4.10) and such failure continues for 30 days after the notice specified below; 
  
 (5) the Company or any Subsidiary Guarantor fails to comply with any of its agreements in the Securities or this Indenture (other than
those referred to in clause (1), (2), (3) or (4) above) and such failure continues for 60 days after the notice specified below; 
  
 (6) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period
after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $10.0 million, or its foreign currency equivalent at the time; 
  
 (7) a Subsidiary Guarantor, the Company or any Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
  
 (A) commences a voluntary case; 
  
 (B) consents to the entry of an order for relief against it in an involuntary case; 
  
 (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or 
  
 (D) makes a general assignment for the benefit of its
creditors; 
  

 53 








 or takes any comparable action under any foreign laws relating to insolvency; 
  
 (8) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: 
  
 (A) is
for relief against a Subsidiary Guarantor, the Company or any Significant Subsidiary in an involuntary case; 
  
 (B) appoints a Custodian of a Subsidiary Guarantor, the Company or any Significant Subsidiary or for any substantial part of its property;
or 
  
 (C) orders the winding up or liquidation
of a Subsidiary Guarantor, the Company or any Significant Subsidiary; 
  
 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; 
  
 (9) any judgment or decree for the payment of money in excess of $10.0 million or its foreign currency equivalent at the time is
entered against a Subsidiary Guarantor, the Company or any Significant Subsidiary, remains outstanding for a period of 60 days following the entry of such judgment or decree and is not discharged, waived or the execution thereof stayed; or

  
 (10) any Subsidiary Guarantee ceases to be in
full force and effect (other than in accordance with the terms of such Subsidiary Guarantee and this Indenture) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee. 
  
 The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
  
 The term “Bankruptcy Law” means Title 11, United States
Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
  
 A Default under clauses (4) or (5) is not an Event of Default until
the Trustee or the holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. 
  
 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any
Event of Default under clause (6), (9) or (10) and any event which with the giving of notice or the 

  

 54 








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

  
 The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 
  
 SECTION 6.04 Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to this Indenture or
(c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. 
  
 SECTION 6.05
Control by Majority. The Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would
involve the Trustee in personal liability; provided, however, that the Trustee may take any other 

  

 55 








 
action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  
 SECTION 6.06 Limitation on Suits. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the Securities unless: 
  
 (1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
  
 (2) the Holders of at least 25% in principal amount of the
Securities make a written request to the Trustee to pursue the remedy; 
  
 (3) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; 
  
 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

  
 (5) the Holders of a majority in principal
amount of the Securities do not give the Trustee a direction inconsistent with the request during such 60-day period. 
  
 A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another
Securityholder. 
  
 SECTION 6.07 Rights of Holders to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or
to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
  

SECTION 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.07. 
  
 SECTION 6.09 Trustee May File Proofs of
Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company or any
Subsidiary Guarantor, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian
in any such judicial proceeding is hereby authorized by 

  

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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 holders of Senior Indebtedness of the Company and, if such money or property has been collected
from a Subsidiary Guarantor, to holders of Senior Indebtedness of such Subsidiary Guarantor, in each case to the extent required by Article 10 and 12; 
  
 THIRD: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 
  
 FOURTH: to the Company. 
  
 The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 
  
 SECTION 6.11 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, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. 
  
 SECTION 6.12 Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but 

  

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture. 
  
 (c) The Trustee may not
be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: 
  
 (1) this paragraph does not limit the effect of paragraph (b) of this Section; 
  
 (2) the Trustee shall not be liable for any error of
judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05. 
  
 (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 Company. 
  
 (f) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law. 
  

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 (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 
  
 (h) Every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 
  
 SECTION 7.02 Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an 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; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence. 
  
 (e) The Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel. 
  
 SECTION
7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
  
 SECTION 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in the Indenture or in any
document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. 
  

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 SECTION 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Security (including payments pursuant to the mandatory
redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders. 
  
 SECTION 7.06 Reports by Trustee to Holders. As promptly as reasonably
practicable after each June 15 beginning with the June 15 following the date of this Indenture, and in any event prior to August 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of
June 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). 
  
 A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities
are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 
  
 SECTION 7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall
indemnify the Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel
and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or
bad faith. 
  
 To secure the Company’s payment obligations in
this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 
  
 The Company’s payment obligations pursuant to this Section shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the Company, the expenses are intended to constitute expenses of administration under
the Bankruptcy Law. 
  

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

  
 (2) the Trustee is adjudged bankrupt or
insolvent; 
  
 (3) a receiver or other public
officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee otherwise becomes incapable of acting. 
  
 If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists
in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 
  
 If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’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 

  

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

  
 SECTION 7.10 Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with
TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
  
 SECTION 7.11 Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 
  
 Article 8 
  
 Discharge of Indenture; Defeasance 
  
 SECTION 8.01 Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to
Section 2.07) for cancellation or (2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the
Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to
Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company. 
  
 (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the
Securities and this Indenture (“legal defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8),
6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in 

  

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Sections 5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option. 
  
 If the Company exercises its
legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an
Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7) and 6.01(8) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company
to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee.

  
 Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
  
 (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08
and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive. 
  
 SECTION 8.02 Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant
defeasance option only if: 
  
 (1) the Company
irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be; 
  
 (2) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be; 
  
 (3) 123 days pass after the deposit is made and during
the 123-day period no Default specified in Sections 6.01(7) or (8) with respect to the Company occurs which is continuing at the end of the period; 
  

(4) the deposit does not constitute a default under any other agreement binding on the Company and is not prohibited by
Article 10; 
  
 (5) the Company delivers to
the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
  

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 (6) in the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred; 
  
 (7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Securityholders 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; and 
  
 (8) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this
Article 8 have been complied with. 
  
 Before or after a deposit,
the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. 
  
 SECTION 8.03 Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities. Money and
securities so held in trust are not subject to Article 10. 
  
 SECTION 8.04 Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. 
  
 Subject to any applicable abandoned property law, the Trustee and the Paying
Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general
creditors. 
  
 SECTION 8.05 Indemnity for Government
Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on 

  

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or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

 
 SECTION 8.06 Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
  
 Article 9 
  
 Amendments 
  
 SECTION 9.01 Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Securityholder: 
  
 (1) to cure any ambiguity, omission, defect or inconsistency; 
  
 (2) to comply with Article 5; 
  
 (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
  
 (4) to make any change in Article 10 that would limit or terminate the benefits available to any holder of Senior Indebtedness of the
Company or of a Subsidiary Guarantor (or Representative therefor) under Article 10 or 12; 
  
 (5) to add Guarantees with respect to the Securities, including any Subsidiary Guarantees, or to secure the
Securities; 
  
 (6) to add to the covenants of
the Company or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Subsidiary Guarantor; 
  
 (7) to comply with any requirements of the SEC in connection with qualifying, or maintaining the
qualification of, this Indenture under the TIA; 
  

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 (8) to make any change that does not adversely affect the rights of any Securityholder;
or 
  
 (9) to make any amendment to the
provisions of this Indenture relating to the form, authentication, transfer and legending of Securities; provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being
transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially affect the rights of Holders to transfer Securities. 
  
 An amendment under this Section may not make any change that adversely affects the rights under Article 10 or 12 of any
holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change. 
  
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly
describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 
  
 SECTION 9.02 With Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture
or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or
exchange for the Securities). However, without the consent of each Securityholder affected thereby, an amendment or waiver may not: 
  
 (1) reduce the amount of Securities whose Holders must consent to an amendment; 
  
 (2) reduce the rate of or extend the time for payment of
interest on any Security; 
  
 (3) reduce the
principal of or change the Stated Maturity of any Security; 
  
 (4) reduce the amount payable upon the redemption of any Security or change the time at which any Security may be redeemed pursuant to Article 3 hereto or paragraph 5 of the Securities; 
  
 (5) make any Security payable in money other than that
stated in the Security; 
  
 (6) impair the right
of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities;

  

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 (7) make any changes in the ranking or priority of any Security that would adversely
affect the Securityholders; 
  
 (8) make any
change in Section 6.04 or 6.07 or the second sentence of this Section; or 
  
 (9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guarantee that would adversely affect the
Securityholders. 
  
 It shall not be necessary for the consent of
the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
  
 An amendment under this Section may not make any change that adversely affects the rights under Article 10 or 12 of any
holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change. 
  
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly
describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 
  
 SECTION 9.03 Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply
with the TIA as then in effect. 
  
 SECTION 9.04 Revocation and
Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such
amendment or waiver by the Trustee. 
  
 The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is
fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 
  

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 SECTION 9.05 Notation on or Exchange of Securities. If an amendment changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment. 
  
 SECTION 9.06 Trustee To Sign
Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture. 
  
 SECTION 9.07 Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to
any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
  
 Article 10 
  
 Subordination 
  
 SECTION 10.01 Agreement To
Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the
prior payment of all Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other
Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this
Article 10 shall be subject to Section 10.12. 
  
 SECTION 10.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the Company or its property: 
  
 (1) holders of Senior Indebtedness of the Company shall be entitled to receive payment in full in cash of such Senior Indebtedness before
Securityholders shall be entitled to receive any payment of principal of or interest on the Securities; and 
  

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 (2) until such Senior Indebtedness is paid in full in cash any payment or distribution to
which Securityholders would be entitled but for this Article 10 shall be made to holders of such Senior Indebtedness as their interests may appear, except that Securityholders may receive certain Capital Stock and any debt securities that are
subordinated to such Senior Indebtedness to at least the same extent as the Securities. 
  
 SECTION 10.03 Default on Senior Indebtedness of the Company. The Company shall not pay the principal of or interest on the Securities or make any deposit pursuant to Section 8.01 and may not purchase,
redeem or otherwise retire any Securities (collectively, “pay the Securities”) if either of the following (a “Payment Default”) occurs (a) any Designated Senior Indebtedness of the Company is not paid when due; or
(b) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the Payment Default has been cured or
waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full; provided, however, that the Company shall be entitled to pay the Securities without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the Representative of any Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. During the continuance of any default
(other than a Payment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, the Company shall not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee of (with a copy to the Company) written notice
(a “Blockage Notice”) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall end
earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage Notice is cured,
waived or otherwise no longer continuing; or (3) because such Designated Senior Indebtedness has been discharged or repaid in full. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the
provisions contained in the first sentence of this Section), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior
Indebtedness, the Company shall be entitled to resume payments on the Securities after termination of such Payment Blockage Period. The Securities shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period. For purposes of this Section, no default or event of default 

  

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which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the
Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days. 
  
 SECTION 10.04 Acceleration of Payment of Securities. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness of the Company (or their Representatives) of the acceleration. 
  
 SECTION 10.05 When Distribution Must Be Paid Over. Subject to Section 10.15, if a payment is made to the Trustee or to any Securityholder at a time when the Trustee or such Securityholder, as applicable,
has actual knowledge that such payment is prohibited by any provision of this Article 10, the Trustee or such Securityholder, as applicable, shall hold such payment in trust for holders of Senior Indebtedness of the Company and pay it over to them
as their interests may appear. 
  
 SECTION 10.06
Subrogation. After all Senior Indebtedness of the Company is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable
to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Securityholders is not, as between the Company and Securityholders, a payment by the Company on
such Senior Indebtedness. 
  
 SECTION 10.07 Relative
Rights. This Article 10 defines the relative rights of Securityholders and holders of Senior Indebtedness of the Company. Nothing in this Indenture shall: 
  

(1) impair, as between the Company and Securityholders, the obligation of the Company, which is absolute and unconditional, to pay
principal of and interest on the Securities in accordance with their terms; or 
  
 (2) prevent the Trustee or any Securityholder from exercising its available remedies upon a Default, subject to the rights of holders of
Senior Indebtedness of the Company to receive distributions otherwise payable to Securityholders. 
  
 SECTION 10.08 Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. 
  
 SECTION 10.09 Rights of Trustee and Paying Agent. Notwithstanding Section 10.03, the Trustee or Paying Agent
shall continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that under 

  

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this Article 10 would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of
the Trustee receives notice satisfactory to it that such payments are prohibited by this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Company shall be entitled
to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Company has a Representative, only the Representative shall be entitled to give the notice. 
  
 The Trustee in its individual or any other capacity shall be entitled to hold
Senior Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set
forth in this Article 10 with respect to any Senior Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. 
  
 SECTION 10.10 Distribution or Notice to Representative. Whenever any Person is to make a distribution or give a notice to holders of Senior
Indebtedness of the Company, such Person shall be entitled to make such distribution or give such notice to their Representative (if any). 
  
 SECTION 10.11 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Securityholders or the Trustee to accelerate the maturity
of the Securities. 
  
 SECTION 10.12 Trust Moneys Not
Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the
Securities shall not be subordinated to the prior payment of any Senior Indebtedness of the Company or subject to the restrictions set forth in this Article 10, and none of the Securityholders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company. 
  
 SECTION 10.13 Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article 10, the Trustee and the Securityholders shall be
entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Securityholders or (c) upon the Representatives of Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the 

  

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amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good
faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10. 
  
 SECTION 10.14 Trustee To Effectuate Subordination. Each Securityholder by accepting a Security authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Securityholders and the holders of Senior Indebtedness of the Company as provided in this Article 10 and appoints the Trustee as
attorney-in-fact for any and all such purposes. 
  
 SECTION 10.15
Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company. With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Securityholders or the Company or any other Person, money or assets to which any holders
of Senior Indebtedness of the Company shall be entitled by virtue of this Article 10 or otherwise, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. 
  
 SECTION 10.16 Reliance by Holders of Senior Indebtedness of the Company on
Subordination Provisions. Each Securityholder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of
the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
  

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 Article 11 
  
 Subsidiary Guarantees 
  
 SECTION 11.01 Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to
the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the
Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter
collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor
and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. 
  
 Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any
extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or
the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in
Section 11.06, any change in the ownership of such Subsidiary Guarantor. 
  
 Each Subsidiary Guarantor further agrees that its Subsidiary 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. 
  
 Each Subsidiary Guarantee is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior
payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guarantee and each Subsidiary Guarantee is made subject to such provisions of this Indenture.

  
 Except as expressly set forth in Sections 8.01(b), 11.02
and 11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, 

  

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release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or
would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 
  
 Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 
  
 In furtherance of the foregoing and not in limitation of any other right
which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. 
  
 Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment
in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. 
  
 Each Subsidiary Guarantor further 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 hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary 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 Subsidiary Guarantor for the purposes of this Section. 
  

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 Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section. 
  
 SECTION 11.02 Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
  
 SECTION 11.03 Successors and Assigns. This Article 11 shall be binding upon each Subsidiary 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 Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 
  
 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 Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or
other circumstances. 
  
 SECTION 11.06 Release of Subsidiary
Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07): 
  
 (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of
the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor; 
  
 (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; 
  

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 (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture; 
  
 (4) at such time as such Subsidiary Guarantor does not have any Obligations outstanding that required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to clause (ii) of Section 4.11, and the Company provides
an Officer’s Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released; or 
  
 (5) upon defeasance of the Securities or discharge of this Indenture pursuant to Article 8; 

 
 provided, however, that in the case of clauses (1) and (2) above,
(i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company provides an Officers’
Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. 

 
 SECTION 11.07 Contribution. Each Subsidiary Guarantor that makes a
payment under its Subsidiary Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s
pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. 
  
 Article 12 
  
 Subordination of Subsidiary Guaranties 
  
 SECTION 12.01 Agreement To Subordinate. Each Subsidiary Guarantor agrees, and each Securityholder by accepting a Security agrees, that the
Indebtedness evidenced by such Subsidiary Guarantor’s Subsidiary Guarantee is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment of all Senior Indebtedness of such Subsidiary
Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Obligations of a Subsidiary Guarantor shall in all respects rank pari passu with all other Senior Subordinated
Indebtedness of such Subsidiary Guarantor and only Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor’s Guarantee of Senior Indebtedness of the Company) shall rank senior to the Obligations of such Subsidiary
Guarantor in accordance with the provisions set forth herein. 
  
 SECTION 12.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary
Guarantor or in a 

  

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bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property: 
  
 (1) holders of Senior Indebtedness of such Subsidiary
Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Securityholders shall be entitled to receive any payment pursuant to the Subsidiary Guarantee of such Subsidiary Guarantor; and 
  
 (2) until the Senior Indebtedness of any Subsidiary
Guarantor is paid in full in cash, any payment or distribution to which Securityholders would be entitled but for this Article 12 shall be made to holders of such Senior Indebtedness as their interests may appear, except that Securityholders may
receive shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to such Senior Indebtedness to at least the same extent as Subsidiary Guarantee. 
  
 SECTION 12.03 Default on Senior Indebtedness of Subsidiary Guarantor. No Subsidiary Guarantor shall make its
Subsidiary Guarantee or purchase, redeem or otherwise retire or defease any Securities or other Obligations (collectively, “pay its Subsidiary Guarantee”) if either of the following (a “Payment Default”) occurs (a) any
Designated Senior Indebtedness of such Subsidiary Guarantor is not paid when due; or (b) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms; unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full; provided,
however, that any Subsidiary Guarantor shall be entitled to pay its Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of any
Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness of such Subsidiary
Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Subsidiary Guarantor
shall not pay its Subsidiary Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee of (with a copy to such Subsidiary Guarantor) written notice (a “Blockage Notice”) of such default from
the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated
(1) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or
(3) because such Designated Senior Indebtedness has been discharged or repaid in full. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this
Section), unless the holders of such Designated Senior Indebtedness giving such Payment Notice or the Representative of such Designated Senior 

  

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Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness, any Subsidiary Guarantor shall be entitled to resume payments
pursuant to its Subsidiary Guarantee after termination of such Payment Blockage Period. No Subsidiary Guarantor shall be subject to more than one Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness of such Subsidiary Guarantor during such period. For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness of such Subsidiary Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such
Designated Senior Indebtedness unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 
  

SECTION 12.04 Demand for Payment. If a demand for payment is made on a Subsidiary Guarantor pursuant to Article 11, the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness of such Subsidiary Guarantor (or their Representatives) of such demand. 
  
 SECTION 12.05 When Distribution Must Be Paid Over. Subject to Section 12.14, if a payment is made to the Trustee or to any Securityholder at a
time when the Trustee or such Securityholder, as applicable, has actual knowledge that such payment is prohibited by any provision of this Article 12, the Trustee or such Securityholder, as applicable, shall hold such payment in trust for holders of
Senior Indebtedness of the applicable Subsidiary Guarantor and pay it over to them or their Representatives as their interests may appear. 
  
 SECTION 12.06 Subrogation. After all Senior Indebtedness of a Subsidiary Guarantor is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to Senior Indebtedness of such Subsidiary Guarantor. A distribution made under this Article 12 to holders of such Senior
Indebtedness which otherwise would have been made to Securityholders is not, as between the relevant Subsidiary Guarantor and Securityholders, a payment by such Subsidiary Guarantor on such Senior Indebtedness. 
  
 SECTION 12.07 Relative Rights. This Article 12 defines the relative
rights of Securityholders and holders of Senior Indebtedness of a Subsidiary Guarantor. Nothing in this Indenture shall: 
  
 (1) impair, as between a Subsidiary Guarantor and Securityholders, the obligation of such Subsidiary Guarantor, which is absolute and
unconditional, to pay its Subsidiary Guarantee to the extent set forth in Article 11; or 
  
 (2) prevent the Trustee or any Securityholder from exercising its available remedies upon a default by such Subsidiary Guarantor under its
Subsidiary Guarantee, subject to the rights of holders of Senior Indebtedness of 

  

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such Subsidiary Guarantor to receive distributions otherwise payable to Securityholders. 
  
 SECTION 12.08 Subordination May Not Be Impaired by Subsidiary Guarantor. No right of any holder of Senior
Indebtedness of any Subsidiary Guarantor to enforce the subordination of the Subsidiary Guarantee of such Subsidiary Guarantor shall be impaired by any act or failure to act by such Subsidiary Guarantor or by its failure to comply with this
Indenture. 
  
 SECTION 12.09 Rights of Trustee and Paying
Agent. Notwithstanding Section 12.03, the Trustee or Paying Agent shall continue to make payments on any Subsidiary Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 12. The Company, the relevant Subsidiary
Guarantor, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior
Indebtedness of any Subsidiary Guarantor has a Representative, only the Representative shall be entitled to give the notice. 
  
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of any Subsidiary Guarantor with the same rights it
would have if it were not the Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of any
Subsidiary Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. 
  
 SECTION 12.10 Distribution or Notice to Representative. Whenever any Person is to make a distribution or give a notice to holders of Senior Indebtedness of any Subsidiary Guarantor, such Person shall be
entitled to make such distribution or give such notice to their Representative (if any). 
  
 SECTION 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment. The failure to make a payment pursuant to a Subsidiary Guarantee by reason of any provision in this Article 12
shall not be construed as preventing the occurrence of a Default. Nothing in this Article 12 shall have any effect on the right of the Securityholders or the Trustee to make a demand for payment on any Subsidiary Guarantor pursuant to its Subsidiary
Guarantee. 
  
 SECTION 12.12 Trustee Entitled To Rely. Upon
any payment or distribution pursuant to this Article 12, the Trustee and the Securityholders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, (b) upon a 

  

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certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Securityholders or (c) upon
the Representatives for the holders of Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other
indebtedness of such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12. 
  
 SECTION 12.13 Trustee To Effectuate Subordination. Each Securityholder by accepting a Security authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Securityholders and the holders of Senior Indebtedness of any Subsidiary Guarantor as provided in this
Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes. 
  
 SECTION 12.14 Trustee Not Fiduciary for Holders of Senior Indebtedness of Subsidiary Guarantor. With respect to the holders of Senior Indebtedness of any Subsidiary Guarantor, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set forth in this Article 12, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of any Subsidiary Guarantor shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of any Subsidiary Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to
Securityholders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness shall be entitled by virtue of this Article 12 or otherwise, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee. 
  
 SECTION 12.15 Reliance by
Holders of Senior Indebtedness of Subsidiary Guarantors on Subordination Provisions. Each Securityholder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of any Subsidiary Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold,
such Senior Indebtedness and such holder of Senior Indebtedness 

  

 80 








 
shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. 
  
 Article 13 
  
 Miscellaneous 
  
 SECTION 13.01 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 
  
 SECTION 13.02 Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows: 
  
 if to the Company or
any Subsidiary Guarantor: 
  
 Columbus McKinnon
Corporation 
 140 John James Audubon Parkway 
 Amherst, New York 14228-1197 
 Attention: Chief Financial Officer 
  
 with a copy to: 
  
 Hodgson Russ LLP

 One M&T Plaza, Suite 2000 
 Buffalo, New York 14203-2391 
 Attention: Robert J. Olivieri, Esq. 
  
 if to the Trustee: 
  
 U.S. Bank National Association 
 100 Wall Street, Suite 1600 
 New York, New York 10005 
 Attention: Corporate Trust Administration 
  
 The Company, any Subsidiary Guarantor or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or communications. 
  
 Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. 
  

 81 








 Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
  
 SECTION 13.03 Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA §
312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, any Subsidiary Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 SECTION 13.04 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
  
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that,
in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with. 
  
 SECTION
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: 
  
 (1) a statement that the individual making such certificate
or opinion has read such covenant or condition; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
  
 SECTION 13.06 When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be outstanding, except that, for the 
  

 82 








 purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
  
 SECTION 13.07 Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
  
 SECTION 13.08 Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 
  
 SECTION 13.09 Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance
with, the laws of the State of New York. 
  
 SECTION 13.10
No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or of such
Subsidiary Guarantor under its Subsidiary Guarantee or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the issue of the Securities. 
  
 SECTION 13.11 Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors. 
  
 SECTION
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. 
  

 83 








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

					
	 COLUMBUS MCKINNON CORPORATION,

			
	By	 	 	 	/s/    KAREN HOWARD        
	 	 	 Name:
	 	Karen Howard
	 	 	 Title:
	 	Vice President and Interim Chief Financial Officer
	
	 AUDUBON EUROPE S.ár.l.,

			
	By	 	 	 	/s/    TIMOTHY HARVEY        
	 	 	 Name:
	 	Timothy Harvey
	 	 	 Title:
	 	Manager A
			
	By	 	 	 	/s/    ROMAIN THILLENS        
	 	 	 Name:
	 	Romain Thillens
	 	 	 Title:
	 	Manager B
	
	 CRANE EQUIPMENT & SERVICE, INC.,

			
	By	 	 	 	/s/    KAREN HOWARD        
	 	 	 Name:
	 	Karen Howard
	 	 	 Title:
	 	Vice President
	
	 YALE INDUSTRIAL PRODUCTS, INC.,

			
	By	 	 	 	/s/    KAREN HOWARD        
	 	 	 Name:
	 	Karen Howard
	 	 	 Title:
	 	Vice President












					
	 U.S. BANK NATIONAL ASSOCIATION,

			
	By	 	 	 	/s/    CHERYL L. CLARKE        
	 	 	 Name:
	 	Cheryl L. Clarke
	 	 	 Title:
	 	Assistant Vice President











 EXHIBIT 1 
  
 [FORM OF SUPPLEMENTAL INDENTURE TO BE 
 DELIVERED BY ADDITIONAL SUBSIDIARY GUARANTORS] 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [    ] among [    ] (the “Additional Subsidiary Guarantor”), a [    ] corporation and a
subsidiary of Columbus McKinnon Corporation, a New York corporation (or its permitted successor) (the “Company”), the other Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) and U.S. Bank National Association, a
[·], as Trustee under the Indenture (the “Trustee”). 
  
 W I T N E S S E T H : 
  
 WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated
as of September 2, 2005, providing for the issuance of 8 7/8% Senior Subordinated Notes due 2013 (the
“Securities”); 
  
 WHEREAS, [Section
4.11]/[Section 5.01(b)] of the Indenture provides that under certain circumstances the Company will cause the Additional Subsidiary Guarantor to execute and deliver to the Trustee a Guarantee Agreement pursuant to which the Additional Subsidiary
Guarantor will Guarantee payment of the Securities on the same terms and conditions as those set forth in Article 11 of the Indenture; and 
  
 WHEREAS, pursuant to Section 9.01(5) of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and
deliver this Supplemental Indenture. 
  
 NOW THEREFORE, in
consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Additional Subsidiary Guarantor, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Securities as follows: 
  
 SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture. 
  
 SECTION 2. Guarantees. [a] The Additional Subsidiary Guarantor hereby agrees, jointly and severally with all other
Subsidiary Guarantors, to guarantee the Issuers’ obligations under the Securities 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 (including
Article 12). 
  
 [(b) If, in connection with any payment made
under or with respect to the Subsidiary Guarantee of the Additional Subsidiary Guarantor, the Additional Subsidiary 










 
Guarantor is required to withhold or deduct any amount for or on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of the government of
[            ]1 or any political subdivision or any
authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Additional Subsidiary Guarantor is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is
made (each a “Relevant Taxing Jurisdiction”), such Additional Subsidiary Guarantor will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by Holders (including
Additional Amounts) after such withholding or deduction will not be less than the amount the Holders would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable
with respect to a payment made to a Holder which is subject to Taxes by reason of its being connected with the Relevant Taxing Jurisdiction (other than by the mere ownership or holding of Securities outside
[            ]2 or the receipt of payments in respect of
the Subsidiary Guarantee of the Additional Subsidiary Guarantor. 
  
 (c) Upon request, the Additional Subsidiary Guarantor shall provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are
paid.]3 
  
 SECTION 3. 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 Securities heretofore or
hereafter authenticated and delivered shall be bound hereby. 
  
 SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of
this Supplemental Indenture. 
  
 SECTION 6. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


	1	Provide applicable jurisdiction of incorporation or organization. 


 

	2	Provide applicable jurisdiction of incorporation or organization. 


 

	3	Include if the Additional Subsidiary Guarantor is incorporated or organized under the laws of a jurisdiction outside the United States of America.


  

 2 








 SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not
effect the construction of this Supplemental Indenture. 
  

 3 








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

			
	COLUMBUS MCKINNON CORPORATION,
		
	by	 	 
	 	 	Name:
	 	 	Title:
	
	[SUBSIDIARY GUARANTORS],
		
	by	 	 
	 	 	Name:
	 	 	Title:
	
	[ADDITIONAL SUBSIDIARY GUARANTOR],
		
	by	 	 
	 	 	Name:
	 	 	Title:
	
	U.S. BANK NATIONAL ASSOCIATION,
		
	by	 	 
	 	 	Name:
	 	 	Title:


  

 4 








 EXHIBIT 2 
  
 Schedule of Real Estate 
  
 Description 
  
 Forrest City, Arkansas land and building 
  
 Charlotte, North Carolina land and building 
  
 Cedar Rapids, Iowa land 
  
 Damascus, Virginia land 









 Rule 144A/REGULATION S APPENDIX 
  
 PROVISIONS RELATING TO INITIAL SECURITIES, 
 PRIVATE EXCHANGE SECURITIES AND EXCHANGE SECURITIES 
  
 1. Definitions 
  
 1.1 Definitions 
  
 For the purposes of this Appendix the following terms shall have the meanings indicated below: 
  
 “Applicable Procedures” means, with respect to any
transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Security, to the extent applicable to such transaction and
as in effect from time to time. 
  
 “Definitive Security” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e). 
  
 “Depository” means The Depository Trust Company,
its nominees and their respective successors. 
  
 “Distribution Compliance Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Securities. 
  
 “Exchange Securities” means (1) the 8 7/8% Senior Subordinated Notes due 2013 issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and
(2) Additional Securities, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act. 
  
 “Initial Purchasers” means (1) with respect to the Initial Securities issued on the Issue Date, Credit Suisse First Boston
LLC and Banc of America Securities LLC and (2) with respect to each issuance of Additional Securities, the Persons purchasing or underwriting such Additional Securities under the related Purchase Agreement. 
  
 “Initial Securities” means (1) $136,000,000
aggregate principal amount of 8 7/8% Senior Subordinated Notes due 2013 issued on the Issue Date and
(2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act. 
  
 “Private Exchange” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchasers to
issue and deliver to each such 










 
Initial Purchaser, in exchange for the Initial Securities held by such Initial Purchaser as part of the initial distribution of such Initial Securities, a
like aggregate principal amount of Private Exchange Securities. 
  
 “Private Exchange Securities” means any 8 7/8% Senior Subordinated
Notes due 2013 issued in connection with a Private Exchange. 
  
 “Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated August 16, 2005, among the Company, the Subsidiary Guarantors and the
Initial Purchasers and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing or underwriting such Additional Securities. 
  
 “QIB” means a “qualified institutional
buyer” as defined in Rule 144A. 
  
 “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the Securities Act. 
  
 “Registration Rights Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Registration
Rights Agreement dated September 2, 2005 among the Company, the Subsidiary Guarantors and the Initial Purchasers and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related Purchase Agreement. 
  
 “Rule 144A Securities” means all Securities
offered and sold to QIBs in reliance on Rule 144A. 
  
 “Securities Act” means the Securities Act of 1933. 
  
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person thereto, and shall initially be the Trustee. 
  
 “Shelf Registration Statement” means the
registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement. 
  
 “Transfer Restricted Securities” means Securities that bear or are required to bear a legend
relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e). 
  

 2 








 1.2 Other Definitions 
  

				
	 Term

	  	Defined in
Section:

	 
	 Agent Members
	  	2.1	(b)
	 Global Security
	  	2.1	(a)
	 Permanent Regulation S Global Security
	  	2.1	(a)
	 Regulation S
	  	2.1	(a)
	 Rule 144A
	  	2.1	(a)
	 Rule 144A Global Security
	  	2.1	(a)
	 Temporary Regulation S Global Security
	  	2.1	(a)

  
 2. The Securities 
  
 2.1 (a) Form and Dating. The Initial Securities will be offered
and sold by the Company pursuant to a Purchase Agreement. The Initial Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S.
Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the
restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule
144A Global Security”), and Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (collectively, the “Temporary Regulation S
Global Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the
Initial Securities represented thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Except as
set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a permanent global security (the “Permanent Regulation
S Global Security”, and together with the Temporary Regulation S Global Security, the “Regulation S Global Security”) or any other Security prior to the expiration of the Distribution Compliance Period and then, after the expiration
of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Security or the Permanent Regulation S Global Security only upon certification in form reasonably satisfactory to the Trustee that beneficial
ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. Beneficial interests in
Temporary Regulation S Global Securities may be exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the
beneficial interest in the Temporary Regulation S Global Security first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the 

  

 3 








 
effect that the beneficial interest in the Temporary Regulation S Global Security is being transferred to a Person (a) who the transferor reasonably
believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other
jurisdictions. 
  
 Beneficial interests in a
Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor
first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). 
  
 The Rule 144A Global Security, the Temporary Regulation S
Global Security and the Permanent Regulation S Global Security are collectively referred to herein as “Global Securities”. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. 
  
 (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the
Depository. 
  
 The Company shall execute and the
Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee
of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. 
  
 Members of, or participants in, the Depository (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the Company, the Trustee and
any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such
Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security. 
  
 (c) Certificated Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial
interests in Global Securities shall not be entitled to receive physical delivery of Definitive Securities. 
  

 4 








 2.2 Authentication 
  
 The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of
$136,000,000 8 7/8% Senior Subordinated Notes Due 2013, (2) any Additional Securities for an original issue
in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities
pursuant to Section 2.13 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture. 
  
 2.3 Transfer and Exchange 
  
 (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request:

  

	 	(x)	to register the transfer of such Definitive Securities; or 

  

	 	(y)	to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, 

  
 the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange: 
  
 (i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and 
  
 (ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant
to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

  
 (A) if such Definitive Securities are being
delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or 
  
 (B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or 
  

 5 








 (C) if such Definitive Securities are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in
the form set forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i). 
  
 (b) Restrictions
on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: 
  
 (i) certification, in the form set forth on the reverse of
the Security, that such Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A or (B) is being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such
Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and 
  
 (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an
adjustment on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect
an increase in the aggregate principal amount of the Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, such instructions to contain information regarding the Depository account to be
credited with such increase, 
  
 then the Trustee shall cancel such Definitive
Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by
the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If no Rule 144A Global
Securities or Permanent Regulation S Global Securities, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a
new Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate principal amount. 
  

 6 








 (c) Transfer and Exchange of Global Securities. 
  
 (i) The transfer and exchange of Global Securities or
beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a
beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a
beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to
debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. 
  
 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global
Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred. 
  
 (iii) Notwithstanding any other provisions of this Appendix
(other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 
  
 (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to
the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the
provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the
Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company. 
  
 (d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the Distribution Compliance Period, beneficial
ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Security), (iii) pursuant to 

  

 7 








 
an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United
States. 
  
 (e) Legend. 
  
 (i) Except as permitted by the following
paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered otherwise than in reliance on
Regulation S, shall bear a legend in substantially the following form: 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
  
 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  

 8 








 Each certificate evidencing a Security offered in reliance on Regulation S shall, in lieu
of the foregoing, bear a legend in substantially the following form: 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO
THEM IN REGULATION S UNDER THE SECURITIES ACT. 
  
 Each Definitive Security shall also 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 Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee
thereof to exchange such Transfer Restricted Security for a certificated Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in
writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security). 
  
 (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the
period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private Exchange
Security will cease to apply, the requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Security or Private Exchange
Security or an Initial Security or Private Exchange Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Securities or Private Exchange Securities upon exchange
of such transferring Holder’s certificated Initial Security or Private Exchange Security or directions to transfer such Holder’s interest in the Global Security, as applicable. 
  
 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all
requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply 

  

 9 








 
with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form, in
each case without the restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 
  
 (v) Upon the consummation of a Private Exchange with respect
to the Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange
their Initial Securities, and Private Exchange Securities in global form with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial
Securities in such Private Exchange. 
  
 (f)
Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the
Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal
amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security,
by the Trustee or the Securities Custodian, to reflect such reduction. 
  
 (g) No Obligation of the Trustee. 
  
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of
the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository)
of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be
given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository
subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

  
 (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 

  

 10 








 
Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository
participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
  
 2.4 Certificated Securities 
  
 (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depositary or if at any
time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture. 
  
 (b) Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or
from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the
Depository shall direct. Any Definitive Security delivered in exchange for an interest in the Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted securities legend and
definitive note legend set forth in Exhibit 1 hereto. 
  
 (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 
  
 (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available
to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. 
  

 11 








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

[Global Securities Legend] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES
ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] 
  
 [Restricted Securities Legend for Securities Offered Otherwise than in Reliance on 
 Regulation S] 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 









 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  
 [Restricted Securities Legend for Securities Offered in Reliance on Regulation
S.] 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
  
 [Temporary Regulation S Global Security Legend] 
  
 EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY 

  

 2 








 
REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. 
  
 AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND
(2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
  
 BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S
GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH
TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE). 
  
 [Definitive Securities 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. 
  

 3 









			
	No.                    	 	$        

  
 8 7/8% Senior Subordinated Notes due 2013 
  
 Columbus McKinnon Corporation, a New York corporation, promises to pay to
                                        , or
registered assigns, the principal sum of          Dollars on November 1, 2013. 
  
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 
  
 Additional provisions of this Security are set forth on the other side of this Security. 
  
 Dated: 
  

			
	COLUMBUS MCKINNON CORPORATION
		
	by	 	 
	 	 	Name:
	 	 	Title:
		
	by	 	 
	 	 	Name:
	 	 	Title:


  

			
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	U.S. BANK NATIONAL ASSOCIATION
	
	 as Trustee, certifies that this is one of the Securities referred to in the Indenture.

		
	by	 	 
	 	 	Authorized Signatory

  

 4 








 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 
  
 8 7/8% Senior Subordinated Note due 2013 
  

	1.	Interest 

  
 Columbus McKinnon Corporation, a New York corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of 0.50% per annum (increasing by an additional 0.50% per annum after each consecutive 90-day period that occurs after the date on which such Registration
default occurs up to a maximum additional interest rate of 2.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay
interest semiannually on May 1 and November 1 of each year, commencing November 1, 2005. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
September 2, 2005. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on
overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

  
 The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of
business on the April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a certificated Security (including
principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion). 
  

 5 









	3.	Paying Agent and Registrar 

  
 Initially, U.S. Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
  

	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of September 2, 2005 (“Indenture”), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the
“Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement
of those terms. 
  
 The Securities are general unsecured
obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue
Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of
the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates;
transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. These covenants are subject to
important exceptions and qualifications. 
  

	5.	Optional Redemption 

  
 Except as set forth below, the Company shall not be entitled to redeem the Securities. 
  
 On and after November 1, 2009, the Company shall be entitled at its option on one or more occasions to redeem all or a
portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 1 of the years set forth below: 
  

				
	 Period

	  	Redemption
Price

	 
	 2009
	  	104.438	%
	 2010
	  	102.219	%
	 2011 and thereafter
	  	100.000	%

  

 6 








 In addition, prior to November 1, 2008, the Company shall be entitled at its option on one or more
occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at
a redemption price (expressed as a percentage of principal amount) of 108.875%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at
least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the
Company or its Affiliates); and (2) each such redemption occurs within 120 days after the date of the related Equity Offering. 
  
 Prior to November 1, 2009, the Company shall be entitled at its option to redeem the Securities, as a whole or in part, at a redemption price equal
to the sum of (1) the then outstanding principal amount thereof, plus (2) accrued and unpaid interest (if any) to the date of redemption, plus (3) the Applicable Premium. 
  
 Notwithstanding the foregoing, the Company may at any time and from time to time purchase Securities in the open market or
otherwise. 
  

	6.	Notice of Redemption 

  
 Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or
portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption. 
  

	7.	Put Provisions 

  
 Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder
at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders 

  

 7 








 
of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the
Indenture. 
  

	8.	Guarantee 

  
 The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several
senior subordinated basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 
  

	9.	Subordination 

  
 The Securities are subordinated to Senior Indebtedness of the Company and the Subsidiary Guarantors on the terms and subject to the conditions set forth
in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Securities may be paid. Each Securityholder by accepting a Security agrees to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 
  

	10.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest payment date. 
  

	11.	Persons Deemed Owners 

  
 The registered Holder of this Security may be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  

 8 









	13.	Discharge and Defeasance 

  
 Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 
  

	14.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture (a) the Indenture and the Securities may be amended with the written consent of the Holders
of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the
Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities, including
Subsidiary Guarantees, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any requirement of the SEC in connection with qualifying the
Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the Securities.

  

	15.	Defaults and Remedies 

  
 Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (c) failure by the Company or any
Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of
other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $10.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries;
(f) certain judgments or decrees for the payment of money in excess of $10.0 million; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default. 
  

 9 








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

  

	16.	Trustee Dealings with the Company 

  
 Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	17.	No Recourse Against Others 

  
 A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. 
  

	18.	Authentication 

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

	19.	Abbreviations 

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

	20.	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

 10 









	21.	Holders’ Compliance with Registration Rights Agreement. 

  
 Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. 
  

	22.	Governing Law. 

  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 The Company will furnish to any Securityholder upon written request and
without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  
 Columbus McKinnon Corporation 
  
 140 John James Audubon Parkway 
  
 Amherst, New York 14228-1197 
  
 Attention: Corporate Secretary 
  

 11 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
 (Print or type assignee’s name, address and zip code) 
  
 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint                      agent to transfer
this Security on the books of the Company. The agent may substitute another to act for him. 
  
                                       
                                        
                                        
                                        
                                        
                    
  
 Date:                              Your Signature:   
                                        
                                        
                                        
                             
  
                                       
                                        
                                        
                                        
                                        
                    
  
 Sign exactly as your name appears on the other side of this Security. 
  
 In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k)
under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such
Securities are being transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  
 to the
Company; or 
  

					
	(1)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(2)	  	 ̈	  	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

  

 12 









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

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

					
			
	  	 	 	 	  
	 	 	 	 	Signature

  
 Signature Guarantee: 
  

					
			
	  	 	 	 	  
	Signature must be guaranteed	 	 	 	Signature

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

 13 








 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 
  
 The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933,
and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
	 	 	 	 	 
				
	Dated:	 	 	 	 	 	 
	 	 	 	 	 	 	Notice:	 	To be executed by an executive officer

  

 14 








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

									
	 Date of
Exchange

	 	 Amount of decrease in
Principal amount of
this Global Security

	 	 Amount of increase in
Principal amount of this
Global Security

	 	 Principal amount of this
Global Security
following such decrease
or increase

	 	 Signature of authorized
officer of Trustee or
Securities Custodian



  

 15 








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

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


									
	 Signature Guarantee:
	 	 
	 	 	(Signature must be guaranteed)

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

 16 








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


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

  

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









			
	 No.                
	  	$            

  
 8 7/8% Senior Subordinated Notes due 2013 
  
 Columbus McKinnon Corporation, a New York corporation, promises to pay to
            , or registered assigns, the principal sum of
                     Dollars on November 1, 2013. 
  
 Interest Payment Dates: May 1 and November 1. 
  
 Record Dates: April 15 and October 15. 
  
 Additional provisions of this Security are set forth on the other side of this Security. 
  
 Dated: 
  

					
	 COLUMBUS MCKINNON CORPORATION

		
	 by
	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
		
	 by
	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  

			
	 U.S. BANK NATIONAL ASSOCIATION

		
	as	 	Trustee, certifies that this is one of the Securities referred to in the Indenture
		
	by	 	 
	 	 	Authorized Signatory

  

 2 








 FORM OF REVERSE SIDE OF EXCHANGE SECURITY 
 OR PRIVATE EXCHANGE SECURITY 
  
 8 7/8% Senior Subordinated Note due 2013 
  

	1.	Interest 

  
 Columbus McKinnon Corporation, a New York corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above[; provided, however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of 0.50% per annum (increasing by an additional 0.50% per annum after each consecutive 90-day period that occurs after the date on which such Registration
default occurs up to a maximum additional interest rate of 2.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.]4 The Company will pay interest semiannually on May 1 and November 1 of each year, commencing November 1, 2005. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from September 2, 2005. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum,
and it will pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

  
 The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of
business on the April 15 or October 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated Security
(including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating 
  


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



  

 3 








 
such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion). 
  

	3.	Paying Agent and Registrar 

  
 Initially, U.S. Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
  

	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of September 2, 2005 (“Indenture”), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
date of the Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture
and the Act for a statement of those terms. 
  
 The Securities are
general unsecured obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial
Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains
covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in
transactions with affiliates; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries. These
covenants are subject to important exceptions and qualifications. 
  

	5.	Optional Redemption 

  
 Except as set forth below, the Company shall not be entitled to redeem the Securities. 
  
 On and after November 1, 2009, the Company shall be entitled at its option on one or more occasions to redeem all or a
portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on November 1 of the years set forth below: 
  

				
	 Period    

	  	Redemption
Price

	 
	 2009
	  	104.438	%
	 2010
	  	102.219	%
	 2011 and thereafter
	  	100.000	%

  

 4 








 In addition, prior to November 1, 2008, the Company shall be entitled at its option on one or more
occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at
a redemption price (expressed as a percentage of principal amount) of 108.875%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at
least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the
Company or its Affiliates); and (2) each such redemption occurs within 120 days after the date of the related Equity Offering. 
  
 Prior to November 1, 2009, the Company shall be entitled at its option to redeem the Securities, as a whole or in part, at a redemption price equal
to the sum of (1) the then outstanding principal amount thereof, plus (2) accrued and unpaid interest (if any) to the date of redemption, plus (3) the Applicable Premium. 
  
 Notwithstanding the foregoing, the Company may at any time and from time to time purchase Securities in the open market or
otherwise. 
  

	6.	Notice of Redemption 

  
 Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or
portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption. 
  

	7.	Put Provisions 

  
 Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder
at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the
related interest payment date) as provided in, and subject to the terms of, the Indenture. 
  

 5 









	8.	Guarantee 

  
 The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several
senior subordinated basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 
  

	9.	Subordinated 

  
 The Securities are subordinated to Senior Indebtedness of the Company and the Subsidiary Guarantors on the terms and subject to the conditions set forth
in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Securities may be paid. Each Securityholder by accepting a Security agrees to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 
  

	10.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest payment date. 
  

	11.	Persons Deemed Owners 

  
 The registered Holder of this Security may be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  

	13.	Discharge and Defeasance 

  
 Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 
  

 6 









	14.	Amendment; Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (1) the Indenture and the Securities may be amended with the written consent of the Holders
of at least a majority in principal amount outstanding of the Securities and (2) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the
Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities,
including Subsidiary Guarantees, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any requirement of the SEC in connection with
qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the
Securities. 
  

	15.	Defaults and Remedies 

  
 Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (c) failure by the Company or any
Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of
other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $10.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries;
(f) certain judgments or decrees for the payment of money in excess of $10.0 million; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default. 
  
 Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations,
Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or
interest) if it determines that withholding notice is in the interest of the Holders. 
  

 7 









	16.	Trustee Dealings with the Company 

  
 Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	17.	No Recourse Against Others 

  
 A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities. 
  

	18.	Authentication 

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

	19.	Abbreviations 

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

	20.	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

	[21.	Holders’ Compliance with Registration Rights Agreement 

  
 Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the 

  

 8 








 
Holders with respect to a registration and the indemnification of the Company to the extent provided therein.]5 
  

	22.	Governing Law 

  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 The Company will furnish to any Securityholder upon written request and
without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  
 Columbus McKinnon Corporation 
  
 140 John James Audubon Parkway 
  
 Amherst, New York 14228-1197 
  
 Attention: Corporate Secretary 


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

  

 9 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: 
  
 I or we assign and transfer this Security to 
  
 (Print or type assignee’s name, address and zip code) 
  
 (Insert assignee’s soc. sec. or tax I.D. No.) 
  
 and irrevocably appoint                  agent to transfer this Security on the books of
the Company. The agent may substitute another to act for him. 
  

									
	 
					
	 Date:
	 	 	 	 	 	 Your Signature:
	 	 
	 	 	 	 	 	 	 	 	 
	 

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

 10 








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

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

  

									
		
	 Signature Guarantee:
	 	 
	 	 	(Signature must be guaranteed)

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