Indenture Among PCA LLC PCA Finance Corp and Bank of New York

Exhibit 4.12

    


     

    PCA
      LLC,

     

    PCA
      Finance Corp.,

     

    THE
      GUARANTORS named herein

     

    and

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., as Trustee

    ______________________

     

    INDENTURE

    


    Dated
      as
      of July 15, 2005

    ________________________

     

    14%
      Senior
      Secured Notes Due 2009

     

    


     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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) 

            	
              N.A.

            
	
              (b) 

            	
              7.08;
                7.10; 11.02

            
	
              (b)(1) 

            	
              7.10

            
	
              (c) 

            	
              N.A.

            
	
              311                                                  (a) 

            	
              7.11

            
	
              (b) 

            	
              7.11

            
	
              (c) 

            	
              N.A.

            
	
              312                                                  (a) 

            	
              2.06

            
	
              (b) 

            	
              11.03

            
	
              (c) 

            	
              11.03

            
	
              313                                                  (a) 

            	
              7.06

            
	
              (b)(1) 

            	
              N.A.

            
	
              (b)(2) 

            	
              7.06

            
	
              (c) 

            	
              7.06;
                11.02

            
	
              (d) 

            	
              7.06

            
	
              314                                                  (a) 

            	
              4.06;
                4.18; 11.02

            
	
              (b) 

            	
              N.A.

            
	
              (c)(1) 

            	
              11.04

            
	
              (c)(2) 

            	
              11.04

            
	
              (c)(3) 

            	
              N.A.

            
	
              (d) 

            	
              N.A.

            
	
              (e) 

            	
              11.05

            
	
              (f) 

            	
              N.A.

            
	
              315                                                  (a) 

            	
              7.01(b)

            
	
              (b) 

            	
              7.05;
                11.02

            
	
              (c) 

            	
              7.01(a)

            
	
              (d) 

            	
              7.01(c)

            
	
              (e) 

            	
              6.12

            
	
              316                                                  (a)
                (last sentence) 

            	
              2.10

            
	
              (a)(1)(A) 

            	
              6.05

            
	
              (a)(1)(B) 

            	
              6.04

            
	
              (a)(2) 

            	
              N.A.

            
	
              (b) 

            	
              6.08

            
	
              (c) 

            	
              8.04

            
	
              317                                                  (a)(1) 

            	
              6.09

            
	
              (a)(2) 

            	
              6.10

            
	
              (b) 

            	
              2.05;
                7.12

            
	
              318                                                  (a) 

            	
              11.01

            


    

    


    _______________________

    N.A.
      means Not Applicable

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

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

                                                                         
     

    

                                                         

      

        
          	 	 	
                  PAGE

                
	
                  ARTICLE
                    ONE

                	
                  DEFINITIONS
                    AND INCORPORATION BY REFERENCE

                	
                  1

                
	
                  SECTION
                    1.01.

                	
                  Definitions

                	
                  1

                
	
                  SECTION
                    1.02.

                	
                  Incorporation
                    by Reference of Trust Indenture Act

                	
                  27

                
	
                  SECTION
                    1.03.

                	
                  Rules
                    of Construction

                	
                  28

                
	
                  ARTICLE
                    TWO

                	
                  THE
                    NOTES

                	
                  28

                
	
                  SECTION
                    2.01.

                	
                  Amount
                    of Notes

                	
                  28

                
	
                  SECTION
                    2.02.

                	
                  Form
                    and Dating

                	
                  28

                
	
                  SECTION
                    2.03.

                	
                  Execution
                    and Authentication

                	
                  29

                
	
                  SECTION
                    2.04.

                	
                  Registrar
                    and Paying Agent

                	
                  29

                
	
                  SECTION
                    2.05.

                	
                  Paying
                    Agent To Hold Money in Trust

                	
                  30

                
	
                  SECTION
                    2.06.

                	
                  Noteholder
                    Lists

                	
                  30

                
	
                  SECTION
                    2.07.

                	
                  Transfer
                    and Exchange

                	
                  30

                
	
                  SECTION
                    2.08.

                	
                  Replacement
                    Notes

                	
                  31

                
	
                  SECTION
                    2.09.

                	
                  Outstanding
                    Notes

                	
                  31

                
	
                  SECTION
                    2.10.

                	
                  Treasury
                    Notes

                	
                  32

                
	
                  SECTION
                    2.11.

                	
                  Temporary
                    Notes

                	
                  32

                
	
                  SECTION
                    2.12.

                	
                  Cancellation

                	
                  32

                
	
                  SECTION
                    2.13.

                	
                  Defaulted
                    Interest

                	
                  33

                
	
                  SECTION
                    2.14.

                	
                  CUSIP
                    Number

                	
                  33

                
	
                  SECTION
                    2.15.

                	
                  Deposit
                    of Moneys

                	
                  33

                
	
                  SECTION
                    2.16.

                	
                  Book-Entry
                    Provisions for Global Notes

                	
                  33

                
	
                  SECTION
                    2.17.

                	
                  Special
                    Transfer Provisions

                	
                  35

                
	
                  SECTION
                    2.18.

                	
                  Computation
                    of Interest

                	
                  37

                
	
                  ARTICLE
                    THREE

                	
                  REDEMPTION

                	
                  37

                
	
                  SECTION
                    3.01.

                	
                  Election
                    To Redeem; Notices to Trustee

                	
                  37

                
	
                  SECTION
                    3.02.

                	
                  Selection
                    by Trustee of Notes To Be Redeemed

                	
                  37

                
	
                  SECTION
                    3.03.

                	
                  Notice
                    of Redemption

                	
                  38

                
	
                  SECTION
                    3.04.

                	
                  Effect
                    of Notice of Redemption

                	
                  38

                
	
                  SECTION
                    3.05.

                	
                  Deposit
                    of Redemption Price

                	
                  39

                
	
                  SECTION
                    3.06.

                	
                  Notes
                    Redeemed in Part

                	
                  39

                
	
                  ARTICLE
                    FOUR

                	
                  COVENANTS

                	
                  39

                
	
                  SECTION
                    4.01.

                	
                  Payment
                    of Notes

                	
                  39

                
	
                  SECTION
                    4.02.

                	
                  Maintenance
                    of Office or Agency

                	
                  40

                
	
                  SECTION
                    4.03.

                	
                  Legal
                    Existence

                	
                  40

                
	
                  SECTION
                    4.04.

                	
                  Maintenance
                    of Properties; Insurance; Compliance with Law

                	
                  40

                
	
                  SECTION
                    4.05.

                	
                  Waiver
                    of Stay, Extension or Usury Laws

                	
                  41

                
	
                  SECTION
                    4.06.

                	
                  Compliance
                    Certificate

                	
                  41

                
	
                  SECTION
                    4.07.

                	
                  Taxes

                	
                  42

                
	
                  SECTION
                    4.08.

                	
                  Repurchase
                    at the Option of Holders upon Change of Control 

                	
                  42

                
	
                  SECTION
                    4.09.

                	
                  Limitation
                    on Incurrence of Additional Indebtedness

                	
                  43

                
	
                  SECTION
                    4.10.

                	
                  Limitation
                    on Restricted Payments

                	
                  44

                
	
                  SECTION
                    4.11.

                	
                  Limitation
                    on Liens

                	
                  45

                
	
                  SECTION
                    4.12.

                	
                  Limitation
                    on Asset Sales

                	
                  45

                
	
                  SECTION
                    4.13.

                	
                  Limitation
                    on Dividend and Other Payment Restrictions Affecting
                    Subsidiaries.

                	
                  49

                
	
                  SECTION
                    4.14.

                	
                  Limitation
                    on Transactions with Affiliates

                	
                  50

                
	
                  SECTION
                    4.15.

                	
                  Limitation
                    on Sale and Leaseback Transactions

                	
                  51

                
	
                  SECTION
                    4.16.

                	
                  Additional
                    Note Guarantees

                	
                  52

                
	
                  SECTION
                    4.17.

                	
                  Conduct
                    of Business

                	
                  52

                
	
                  SECTION
                    4.18.

                	
                  Reports
                    to Holders

                	
                  52

                
	
                  SECTION
                    4.19.

                	
                  Impairment
                    of Security Interest

                	
                  53

                
	
                  SECTION
                    4.20.

                	
                  Real
                    Estate Mortgages and Filings

                	
                  53

                
	
                  SECTION
                    4.21.

                	
                  Limitation
                    of Prepayment of Qualified Vendor Payables

                	
                  54

                
	
                  ARTICLE
                    FIVE

                	
                  SUCCESSOR
                    CORPORATION

                	
                  54

                
	
                  SECTION
                    5.01.

                	
                  Merger,
                    Consolidation and Sale of Assets

                	
                  54

                
	
                  SECTION
                    5.02.

                	
                  Successor
                    Person Substituted

                	
                  56

                
	
                  ARTICLE
                    SIX

                	
                  DEFAULTS
                    AND REMEDIES

                	
                  56

                
	
                  SECTION
                    6.01.

                	
                  Events
                    of Default

                	
                  56

                
	
                  SECTION
                    6.02.

                	
                  Acceleration
                    of Maturity; Rescission

                	
                  59

                
	
                  SECTION
                    6.03.

                	
                  Other
                    Remedies

                	
                  59

                
	
                  SECTION
                    6.04.

                	
                  Waiver
                    of Past Defaults and Events of Default

                	
                  60

                
	
                  SECTION
                    6.05.

                	
                  Control
                    by Majority

                	
                  60

                
	
                  SECTION
                    6.06.

                	
                  Limitation
                    on Suits

                	
                  60

                
	
                  SECTION
                    6.07.

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

                	
                  60

                
	
                  SECTION
                    6.08.

                	
                  Rights
                    of Holders To Receive Payment

                	
                  61

                
	
                  SECTION
                    6.09.

                	
                  Collection
                    Suit by Trustee

                	
                  61

                
	
                  SECTION
                    6.10.

                	
                  Trustee
                    May File Proofs of Claim

                	
                  61

                
	
                  SECTION
                    6.11.

                	
                  Priorities

                	
                  62

                
	
                  SECTION
                    6.12.

                	
                  Undertaking
                    for Costs

                	
                  62

                
	
                  ARTICLE
                    SEVEN

                	
                  TRUSTEE

                	
                  62

                
	
                  SECTION
                    7.01.

                	
                  Duties
                    of Trustee

                	
                  62

                
	
                  SECTION
                    7.02.

                	
                  Rights
                    of Trustee

                	
                  64

                
	
                  SECTION
                    7.03.

                	
                  Individual
                    Rights of Trustee

                	
                  65

                
	
                  SECTION
                    7.04.

                	
                  Trustee’s
                    Disclaimer

                	
                  65

                
	
                  SECTION
                    7.05.

                	
                  Notice
                    of Defaults

                	
                  65

                
	
                  SECTION
                    7.06.

                	
                  Reports
                    by Trustee to Holders

                	
                  65

                
	
                  SECTION
                    7.07.

                	
                  Compensation
                    and Indemnity

                	
                  66

                
	
                  SECTION
                    7.08.

                	
                  Replacement
                    of Trustee

                	
                  67

                
	
                  SECTION
                    7.09.

                	
                  Successor
                    Trustee by Consolidation, Merger, etc

                	
                  68

                
	
                  SECTION
                    7.10.

                	
                  Eligibility;
                    Disqualification

                	
                  68

                
	
                  SECTION
                    7.11.

                	
                  Preferential
                    Collection of Claims Against Company

                	
                  68

                
	
                  SECTION
                    7.12.

                	
                  Paying
                    Agents

                	
                  68

                
	
                  ARTICLE
                    EIGHT

                	
                  AMENDMENTS,
                    SUPPLEMENTS AND WAIVERS

                	
                  69

                
	
                  SECTION
                    8.01.

                	
                  Without
                    Consent of Noteholders

                	
                  69

                
	
                  SECTION
                    8.02.

                	
                  With
                    Consent of Noteholders

                	
                  69

                
	
                  SECTION
                    8.03.

                	
                  Compliance
                    with Trust Indenture Act

                	
                  71

                
	
                  SECTION
                    8.04.

                	
                  Revocation
                    and Effect of Consents

                	
                  71

                
	
                  SECTION
                    8.05.

                	
                  Notation
                    on or Exchange of Notes

                	
                  71

                
	
                  SECTION
                    8.06.

                	
                  Trustee
                    To Sign Amendments, etc

                	
                  72

                
	
                  ARTICLE
                    NINE

                	
                  DISCHARGE
                    OF INDENTURE; DEFEASANCE

                	
                  72

                
	
                  SECTION
                    9.01.

                	
                  Discharge
                    of Indenture

                	
                  72

                
	
                  SECTION
                    9.02.

                	
                  Legal
                    Defeasance

                	
                  73

                
	
                  SECTION
                    9.03.

                	
                  Covenant
                    Defeasance

                	
                  74

                
	
                  SECTION
                    9.04.

                	
                  Conditions
                    to Defeasance or Covenant Defeasance

                	
                  74

                
	
                  SECTION
                    9.05.

                	
                  Deposited
                    Money and U.S. Government Obligations To Be Held in Trust; Other
                    Miscellaneous Provisions. 

                	
                  76

                
	
                  SECTION
                    9.06.

                	
                  Reinstatement

                	
                  76

                
	
                  SECTION
                    9.07.

                	
                  Moneys
                    Held by Paying Agent

                	
                  76

                
	
                  SECTION
                    9.08.

                	
                  Moneys
                    Held by Trustee

                	
                  77

                
	
                  ARTICLE
                    TEN

                	
                  GUARANTEE
                    OF NOTES

                	
                  77

                
	
                  SECTION
                    10.01.

                	
                  Guarantee

                	
                  77

                
	
                  SECTION
                    10.02.

                	
                  Execution
                    and Delivery of Guarantee

                	
                  78

                
	
                  SECTION
                    10.03.

                	
                  Limitation
                    of Guarantee

                	
                  79

                
	
                  SECTION
                    10.04.

                	
                  Additional
                    Guarantors

                	
                  79

                
	
                  SECTION
                    10.05.

                	
                  Release
                    of Guarantors

                	
                  79

                
	
                  SECTION
                    10.06.

                	
                  Waiver
                    of Subrogation

                	
                  80

                
	
                  SECTION
                    10.07.

                	
                  Notice
                    to Trustee

                	
                  80

                
	
                  ARTICLE
                    ELEVEN

                	
                  MISCELLANEOUS

                	
                  81

                
	
                  SECTION
                    11.01.

                	
                  Trust
                    Indenture Act Controls

                	
                  81

                
	
                  SECTION
                    11.02.

                	
                  Notices

                	
                  81

                
	
                  SECTION
                    11.03.

                	
                  Communications
                    by Holders with Other Holders

                	
                  82

                
	
                  SECTION
                    11.04.

                	
                  Certificate
                    and Opinion as to Conditions Precedent

                	
                  82

                
	
                  SECTION
                    11.05.

                	
                  Statements
                    Required in Certificate and Opinion

                	
                  82

                
	
                  SECTION
                    11.06.

                	
                  Rules
                    by Trustee and Agents

                	
                  83

                
	
                  SECTION
                    11.07.

                	
                  Business
                    Days; Legal Holidays

                	
                  83

                
	
                  SECTION
                    11.08.

                	
                  Governing
                    Law

                	
                  83

                
	
                  SECTION
                    11.09.

                	
                  No
                    Adverse Interpretation of Other Agreements

                	
                  83

                
	
                  SECTION
                    11.10.

                	
                  Successors

                	
                  83

                
	
                  SECTION
                    11.11.

                	
                  Multiple
                    Counterparts

                	
                  84

                
	
                  SECTION
                    11.12.

                	
                  Table
                    of Contents, Headings, etc

                	
                  84

                
	
                  SECTION
                    11.13.

                	
                  Separability

                	
                  84

                
	
                  ARTICLE
                    TWELVE

                	
                  SECURITY

                	
                  84

                
	
                  SECTION
                    12.01.

                	
                  Grant
                    of Security Interest

                	
                  84

                
	
                  SECTION
                    12.02.

                	
                  Recording
                    and Opinions

                	
                  85

                
	
                  SECTION
                    12.03.

                	
                  Release
                    of Collateral

                	
                  85

                
	
                  SECTION
                    12.04.

                	
                  Specified
                    Releases of Collateral

                	
                  86

                
	
                  SECTION
                    12.05.

                	
                  Release
                    upon Satisfaction or Defeasance of All Outstanding
                    Obligations

                	
                  87

                
	
                  SECTION
                    12.06.

                	
                  Form
                    and Sufficiency of Release

                	
                  88

                
	
                  SECTION
                    12.07.

                	
                  Purchaser
                    Protected

                	
                  88

                
	
                  SECTION
                    12.08.

                	
                  Authorization
                    of Actions to be Taken by the Collateral Agent Under the Collateral
                    Agreements

                	
                  88

                
	
                  SECTION
                    12.09.

                	
                  Authorization
                    of Receipt of Funds by the Trustee Under the Collateral
                    Agreements

                	
                  89

                
	
                  SECTION
                    12.10.

                	
                  Intercreditor
                    Agreements

                	
                  89

                
	
                   

                	
                   

                	 
	
                   

                	 	 
	
                   

                	 	 
	
                  EXHIBITS

                	 	 
	
                  Exhibit
                    A.

                	
                  Form
                    of Note

                	
                  A-1

                
	
                  Exhibit
                    B.

                	
                  Form
                    of Legend for Rule 144A Notes and Other Notes

                	 
	
                   

                	
                  That
                    Are Restricted Notes

                	
                  B-1

                
	
                  Exhibit
                    C.

                	
                  Form
                    of Legend for Regulation S Note

                	
                  C-1

                
	
                  Exhibit
                    D.

                	
                  Form
                    of Legend for Global Note

                	
                  D-1

                
	
                  Exhibit
                    E.

                	
                  Form
                    of Certificate To Be Delivered in Connection with

                	
                   

                
	
                   

                	
                  Transfers
                    to Non-QIB Accredited Investors

                	
                  E-1

                
	
                  Exhibit
                    F.

                	
                  Form
                    of Certificate To Be Delivered in Connection with

                	
                   

                
	
                   

                	
                  Transfers
                    Pursuant to Regulation S

                	
                  F-1

                
	
                  Exhibit
                    G.

                	
                  Form
                    of Guarantee

                	
                  G-1

                


        

      

      
      

       

      


      



      
        
          
            
              	 	
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    INDENTURE,
      dated as of July 15, 2005, among PCA LLC, a Delaware limited liability company,
      as issuer (the “Company”
      or
“PCA”),
      PCA
      Finance Corp., a Delaware corporation, as co-issuer (“PCA
      Finance”
      and,
      collectively with the Company, the “Issuers”),
      the
      Guarantors (as hereinafter defined) and THE BANK OF NEW YORK TRUST COMPANY,
      N.A., a New York banking corporation, as trustee (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 Notes.

     

    ARTICLE
      ONE  

     

    


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	SECTION
              1.01.  	
              Definitions.

            


    

     

    “Affiliate”
      means,
      with respect to any specified Person, any other Person who directly or
      indirectly through one or more intermediaries controls, or is controlled by,
      or
      is under common control with, such specified Person. The term “control” means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative of the
      foregoing.

     

    “Affiliate
      Transaction”
      has the
      meaning set forth under Section
      4.14.

     

    “Agent”
      means
      any Registrar, Paying Agent, or agent for service or notices and
      demands.

     

    “Agent
      Members”
      has the
      meaning set forth under Section
      2.16.

     

    “AGFA
      Subordination Agreement”
      means
      the Subordination Agreement dated as of July 15, 2005 between the Trustee and
      AgfaPhoto USA Corporation.

     

    “Alternate
      Offer”
      has the
      meaning set forth under Section
      4.08(e).

     

    “amend”
      means
      amend, modify, supplement, restate or amend and restate, including successively;
      and “amending” and “amended” have correlative meanings.

     

    “asset”
      means
      any asset or property, whether real, personal or other, tangible or
      intangible.

     

    “Asset
      Acquisition”
      means
      (a) an Investment by the Company or any of its Subsidiaries in any other Person
      pursuant to which such Person shall become a Subsidiary of the Company or shall
      be merged with or into the Company or any of its Subsidiaries, or (b) the
      acquisition, other than in the ordinary course of business, by the Company
      or
      any of its Subsidiaries of the assets of any Person (other than a Subsidiary
      of
      the Company) which constitute all or substantially all of the assets of such
      Person or comprise any division or line of business of such Person or any other
      assets of such Person.

     

    
      
        1

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Asset
      Sale”
      means
      any Event of Loss and any Transfer by the Company or any of its Subsidiaries
      to
      any Person other than the Company or any Subsidiary of (x) any Capital Stock
      of
      any Subsidiary of the Company; or (y) any other assets of the Company or any
      of
      its Subsidiaries other than in the ordinary course of business; provided,
      however,
      that
      Asset Sales shall not include

     

    
      	(1)  	
              a
                transaction or series of related transactions for which the Company
                and
                its Subsidiaries receive aggregate consideration of less than $1.0
                million;

            


    

     

    
      	(2)  	
              sales
                or grants of licenses to use the patents, trade secrets, know-how
                and
                other intellectual property of the Company or any of its Subsidiaries
                to
                the extent that such license does not prohibit the Company or any
                of its
                Subsidiaries from using the technologies licensed and does not require
                the
                Company or any of its Subsidiaries to pay any fees for any such
                use;

            


    

     

    
      	(3)  	
              a
                Transfer (a) of all or substantially all of the assets of the Company
                as
                permitted under Section
                5.01,
                (b) pursuant to any foreclosure of assets or other remedy provided
                by
                applicable law, to a creditor of the Company or any of its Subsidiaries
                with a Lien on such assets, which Lien is permitted under this Indenture,
                (c) involving only cash or Cash Equivalents or involving any asset
                of the
                Company or any of its Subsidiaries that in the reasonable judgment
                of the
                Company, has become damaged, obsolete or worn out and is sold in
                a manner
                that is consistent with past practices of the Company and its Subsidiaries
                or (d) including only the lease or sublease of any real or personal
                property in the ordinary course of business;


            


    

     

    
      	(4)  	
              the
                making of any Permitted Investment or any Restricted Payment permitted
                by
                the terms of this Indenture;

            


    

     

    
      	(5)  	
              the
                surrender or waiver of contract rights or the settlement, release
                or
                surrender of contract, tort or other claims of any kind;
                

            


    

     

    
      	(6)  	
              granting
                of Liens not prohibited by this Indenture;
                and

            


    

     

    
      	(7)  	
              any
                Transfer in connection with the exercise of remedies by the lenders
                under
                the Credit Agreement or Letters of Credit
                Facility.

            


    

     

    “Attributable
      Indebtedness,”
      when
      used with respect to any Sale and Leaseback Transaction, means, as at the time
      of determination, the present value (discounted at a rate equivalent to the
      Company’s then current weighted average cost of funds for borrowed money as at
      the time of determination, compounded on a semiannual basis) of the total
      obligations of the lessee for net rental payments during the remaining term
      of
      the lease included in any such Sale and Leaseback Transaction.

     

    “Bankruptcy
      Law”
      means
      Title 11 of the United States Code entitled “Bankruptcy” or any other law
      relating to bankruptcy, insolvency, winding up, liquidation, reorganization
      or
      relief of debtors, whether in effect on the date hereof or
      hereafter.

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Beneficial
      Owner”
      has the
      meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
      Act. For the purposes of this definition, the term “Beneficially Own” shall have
      a correlative meaning.

     

    “Board
      of Directors”
      means
      (1) as to any Person that is a corporation, the board of directors of such
      Person or any duly authorized committee thereof and (2) as to any other Person,
      the functionally comparable body of such Person or any duly authorized committee
      thereof.

     

    “Business
      Day”
      or
“business day” has the meaning set forth under Section
      11.07.

     

    “Capital
      Stock”
      means
      (a) with respect to any Person that is a corporation, any and all shares,
      interests, participations or other equivalents (however designated and whether
      or not voting) of corporate stock, including each class of Common Stock and
      Preferred Stock of such Person and (b) with respect to any Person that is not
      a
      corporation, any and all partnership, membership or other equity interests
      of
      such Person.

     

    “Capitalized
      Lease Obligation”
      means,
      as to any Person, the obligations of such Person under a lease (or other
      agreement conveying the right to use an asset) that are required to be
      classified and accounted for as capital lease obligations under GAAP and, for
      purposes of this definition, the amount of such obligations at any date shall
      be
      the capitalized amount of such obligations at such date, determined in
      accordance with GAAP.

     

    “Cash
      Equivalents”
      means:

     

    
      	(1)  	
              a
                marketable obligation, maturing within one year after issuance thereof,
                issued or guaranteed by the United States of America or an instrumentality
                or agency thereof;

            


    

     

    
      	(2)  	
              a
                certificate of deposit or banker’s acceptance, maturing within one year
                after issuance thereof, issued by any lender under the Credit Agreement,
                or a U.S. national or state bank or trust company or a European,
                Canadian
                or Japanese bank, in each case having capital, surplus and undivided
                profits of at least $500.0 million and whose long-term unsecured
                debt has
                a rating of “A” or better by S&P or A2 or better by Moody’s or the
                equivalent rating by any other nationally recognized rating agency
                (provided,
                that the aggregate face amount of all Investments in certificates
                of
                deposit or bankers’ acceptances issued by the principal offices of or
                branches of such European or Japanese banks located outside the United
                States shall not at any time exceed 33 1/3% of all Investments described
                in this definition);

            


    

     

    
      	(3)  	
              open
                market commercial paper, maturing within 270 days after issuance
                thereof,
                which has a rating of A2 or better by S&P or P2 or better by Moody’s
                or the equivalent rating by any other nationally recognized rating
                agency;

            


    

     

    
      	(4)  	
              repurchase
                agreements and reverse repurchase agreements with a term not in excess
                of
                one year with any financial institution which has been elected primary
                government securities dealers by the Federal Reserve Board or whose
                securities are rated AA or better by S&P or Aa3 or better by Moody’s
                or the equivalent rating by any other nationally recognized rating
                agency
                relating to marketable direct obligations issued or unconditionally
                guaranteed by the United States of America or any agency or
                instrumentality thereof and backed by the full faith and credit of
                the
                United States of America; and

            


    

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(5)  	
              shares
                of any money market mutual fund rated at least AAA or the equivalent
                thereof by S&P or at least Aaa or the equivalent thereof by Moody’s or
                any other mutual fund holding assets consisting (except for de minimis
                amounts) of the type specified in clauses
                (1)
                through (4)
                above.

            


    

     

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

     

    
      	(1)  	
              prior
                to the Initial Public Offering, the Permitted Holders, in the aggregate,
                do not Beneficially Own Capital Stock of Parent representing more
                than 50%
                of all voting power of the Voting Stock of Parent;
                or

            


    

     

    
      	(2)  	
              the
                consummation of any transaction (including, without limitation, any
                merger
                or consolidation) the result of which is that any “person” or “group” (as
                defined in Sections 13(d) and 14(d) of the Exchange Act), other than
                the
                Permitted Holders, becomes the Beneficial Owner, directly or indirectly,
                of Capital Stock of Parent representing more than 35% of all voting
                power
                of the Voting Stock of Parent, and the Permitted Holders, in the
                aggregate, Beneficially Own Capital Stock of Parent representing
                a lesser
                percentage of such voting power than the Capital Stock Beneficially
                Owned,
                directly or indirectly, by such “person” or “group;”
                or

            


    

     

    
      	(3)  	
              Parent
                consolidates with, or merges with or into, any Person (other than
                a
                Permitted Holder) or Transfers all or substantially all of the assets
                of
                Parent and its Subsidiaries taken as a whole to any Person (other
                than a
                Permitted Holder), or any Person (other than a Permitted Holder)
                consolidates with, or merges with or into, Parent, other than any
                such
                transaction where the Voting Stock of Parent outstanding immediately
                prior
                to such transaction constitutes, or is converted into or exchanged
                for
                Voting Stock (other than Disqualified Capital Stock) of the surviving
                or
                Transferee Person constituting, a majority of the outstanding shares
                of
                the Voting Stock of Parent or such surviving or Transferee Person
                immediately after giving effect to such issuance;
                or

            


    

     

    
      	(4)  	
              the
                first day on which a majority of the members of the board of directors
                of
                the Company are not Continuing Directors;
                or

            


    

     

    
      	(5)  	
              the
                adoption of a plan relating to the liquidation or dissolution of
                the
                Company; or

            


    

     

    
      	(6)  	
              Parent
                ceases to own, of record or beneficially, all of the Equity Interests
                of
                the Company; or the Company ceases to own, of record or beneficially,
                all
                of the Equity Interests of PCA Finance;
                or

            


    

     

    
      	(7)  	
              a
                change of control shall occur under the Parent Senior Subordinated
                Discount Notes, the Opco Senior Subordinated Notes or the Opco Senior
                Notes.

            


    

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Change
      of Control Offer”
      has the
      meaning set forth under Section
      4.08(a).

     

    “Change
      of Control Payment”
      has the
      meaning set forth under Section
      4.08(a).

     

    “Change
      of Control Payment Date”
      has the
      meaning set forth under Section
      4.08(a).

     

    “Clearstream”
      has the
      meaning set forth under Section
      2.16.

     

    “Collateral”
      means
      all property and assets, whether now owned or hereafter acquired in which Liens
      are granted to secure the Obligations under the Notes pursuant to the Security
      Agreement, all owned property mortgaged under the Mortgages and any other
      property or assets, whether now owned or hereafter acquired, upon which a Lien
      securing the Obligations under the Notes and the Indenture is granted or
      purported to be granted under any Collateral Agreement.

     

    “Collateral
      Agent”
      means
      the Trustee, acting as the collateral agent under the Collateral Agreements
      and
      any successor.

     

    “Collateral
      Agreements”
      means,
      collectively, the Intercreditor Agreement, the AGFA Subordination Agreement,
      the
      Security Agreement and each Mortgage, in each case, as the same may be amended,
      modified, supplemented and in force from time to time.

     

    “Commission”
      means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
      of any
      Person means any and all shares, interests or other participations in, and
      other
      equivalents (however designated and whether voting or nonvoting) of such
      Person’s common stock, whether outstanding on the Issue Date or issued
      thereafter, and includes, without limitation, all series and classes of such
      common stock.

     

    “Company”
      means
      the party named as such in the first paragraph of this Indenture until a
      successor replaces such party pursuant to Article Five and thereafter means
      the
      successor.

     

    “Company
      Request”
      means
      any written request signed in the name of the Issuers by the Chairman of the
      Board of Directors, the Chief Executive Officer, the President, any Vice
      President, the Chief Financial Officer or the Treasurer of each of the Issuers
      and attested to by the Secretary or any Assistant Secretary of each of the
      Issuers.

     

    “Consolidated
      EBITDA”
      means,
      with respect to any Person, for any period, the sum (without duplication)
      of

     

    
      	(1)  	
              Consolidated
                Net Income, and

            


    

     

    
      	(2)  	
              to
                the extent Consolidated Net Income has been reduced thereby, (a)
                all
                income taxes of such Person and its Subsidiaries paid or accrued
                in
                accordance with GAAP for such period (other than income taxes attributable
                to extraordinary gains or losses or income taxes attributable to
                Asset
                Sales and other sales or dispositions outside the ordinary course
                of
                business to the extent that gains or losses from such transactions
                have
                been excluded from the computation of Consolidated Net Income) and
                Tax
                Distributions made in respect of such period made pursuant to Section
                4.10(2), (b) Consolidated Interest Expense and (c) Consolidated Non-cash
                Charges less any non-cash items increasing Consolidated Net Income
                for
                such period (except to the extent such non-cash item increasing
                Consolidated Net Income relates to a cash benefit for any future
                period).

            


    

     

    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

    all
      as
      determined on a consolidated basis for such Person and its Subsidiaries in
      accordance with GAAP. Consolidated EBITDA shall be calculated after giving
      effect on a pro forma basis in accordance with Regulation S-X under the Exchange
      Act to any Asset Sales and other asset sales or divestitures outside the
      ordinary course of business or Asset Acquisitions (including any Asset
      Acquisition giving rise to the need to make such calculation) occurring during
      the Four-Quarter Period or at any time subsequent to the last day of the
      Four-Quarter Period and on or prior to the Transaction Date, as if such asset
      sale or Asset Acquisition occurred on the first day of the Four-Quarter
      Period.

     

    “Consolidated
      Fixed Charge Coverage Ratio”
      means,
      with respect to any Person, the ratio of (x) Consolidated EBITDA of such Person
      during the Four-Quarter Period to (y) Consolidated Fixed Charges of such Person
      for the Four-Quarter Period.

     

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

     

    
      	(1)  	
              Consolidated
                Interest Expense, plus

            


    

     

    
      	(2)  	
              the
                product of (x) the amount of all dividend payments on any series
                of
                Preferred Stock of such Person and its Subsidiaries (other than dividends
                paid in Qualified Capital Stock and other than dividends paid to
                such
                Person or to a Subsidiary of such Person) paid, accrued or scheduled
                to be
                paid or accrued during such period times (y) a fraction, the numerator
                of
                which is one and the denominator of which is one minus the then current
                effective consolidated federal, state and local tax rate of such
                Person,
                expressed as a decimal; provided,
                that, if the cash dividend or distribution on the Preferred Stock
                is
                deductible for federal tax purposes, then the fraction shall be equal
                to
                one,

            


    

     

    provided,
      that
      Consolidated Fixed Charges shall not include gain or loss from the
      extinguishment of debt, including, without limitation, write-off of debt
      issuance costs, commissions, fees and expenses.

     

    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

    Consolidated
      Fixed Charges shall be calculated after giving effect on a pro
      forma
      basis in
      accordance with Regulation S-X under the Exchange Act to the incurrence,
      repayment or redemption of any Indebtedness or Preferred Stock of such Person
      or
      any of its Subsidiaries giving rise to the need to make such calculation and
      any
      incurrence, repayment or redemption of other Indebtedness or Preferred Stock
      (other than the incurrence, repayment or redemption of Indebtedness or Preferred
      Stock in the ordinary course of business for working capital purposes pursuant
      to working capital facilities) occurring during the Four-Quarter Period or
      at
      any time subsequent to the last day of the Four-Quarter Period and on or prior
      to the Transaction Date, as if such incurrence or repayment, as the case may
      be,
      occurred on the first day of the Four-Quarter Period. In calculating
      Consolidated Fixed Charges for purposes of determining the denominator (but
      not
      the numerator) of the “Consolidated Fixed Charge Coverage Ratio,”

     

    
      	(1)  	
              interest
                on outstanding Indebtedness determined on a fluctuating basis (after
                giving effect to any Interest Swap Obligations) as of the Transaction
                Date
                and which will continue to be so determined thereafter shall be deemed
                to
                have accrued at a fixed rate per annum equal to the weighted average
                rate
                of interest during the Four-Quarter
                Period;

            


    

     

    
      	(2)  	
              if
                interest on any Indebtedness actually incurred on the Transaction
                Date may
                optionally be determined at an interest rate based upon a factor
                of a
                prime or similar rate, a eurocurrency-interbank offered rate, or
                other
                rates, then the interest rate in effect on the Transaction Date will
                be
                deemed to have been in effect during the Four-Quarter Period;
                and

            


    

     

    
      	(3)  	
              notwithstanding
                clause
                (1)
                above, interest on Indebtedness determined on a fluctuating basis,
                to the
                extent such interest is covered by agreements relating to Interest
                Swap
                Obligations, shall be deemed to accrue at the rate per annum during
                the
                Four-Quarter Period resulting after giving effect to the operation
                of such
                agreements.

            


    

     

    “Consolidated
      Interest Expense”
      means,
      with respect to any Person for any period, the sum of, without
      duplication:

     

    
      	(1)  	
              the
                aggregate of the interest expense of such Person and its Subsidiaries
                for
                such period determined on a consolidated basis in accordance with
                GAAP,
                including without limitation, (a) any amortization of debt discount
                and
                amortization or write-off of deferred financing costs, excluding
                (x) the
                write-off of deferred financing costs as a result of the prepayments
                of
                Indebtedness and (y) the amortization of deferred financing costs,
                (b) the
                net costs under Interest Swap Obligations, (c) all capitalized interest
                and (d) the interest portion of any deferred payment
                obligation;

            


    

     

    
      	(2)  	
              the
                interest component of Capitalized Lease Obligations and Attributable
                Indebtedness paid, accrued and/or scheduled to be paid or accrued
                by such
                Person and its Subsidiaries during such period as determined on a
                consolidated basis in accordance with GAAP;
                and

            


    

     

    
      
        7

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(3)  	
              all
                interest on any Indebtedness of the type described in clause
                (10)
                or
                (11)
                of
                the definition of “Indebtedness.”

            


    

     

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

     

    
      	(1)  	
              after
                tax gains on Asset Sales or other losses on asset sales outside the
                ordinary course of business or abandonments or reserves relating
                thereto;

            


    

     

    
      	(2)  	
              after
                tax extraordinary gains or extraordinary losses determined in accordance
                with GAAP;

            


    

     

    
      	(3)  	
              the
                net income (but not loss) of any Subsidiary of the Person to the
                extent
                that the declaration of dividends or similar distributions by that
                Subsidiary of that income is
                restricted;

            


    

     

    
      	(4)  	
              the
                net income or loss of any Person that is not a Subsidiary of that
                Person
                except to the extent of cash dividends or distributions paid to such
                Person or to a wholly owned Subsidiary of that
                Person;

            


    

     

    
      	(5)  	
              any
                restoration to income of any contingency reserve, except to the extent
                that provision for such reserve was made out of Consolidated Net
                Income
                accrued at any time following the Issue
                Date;

            


    

     

    
      	(6)  	
              the
                net income of any Person earned prior to the date it becomes a Subsidiary
                of the Person or is merged or consolidated with the Person or any
                Subsidiary of the Person;

            


    

     

    
      	(7)  	
              in
                the case of a successor to the Person by consolidation or merger
                or as a
                Transferee of the referent Person’s assets, any earnings of the successor
                corporation prior to such consolidation, merger or Transfer of
                assets;

            


    

     

    
      	(8)  	
              gains
                or losses from the cumulative effect of any change in accounting
                principles prior to the Issue Date;

            


    

     

    
      	(9)  	
              the
                write-off of deferred financing costs as a result of the prepayments
                of
                Indebtedness; and

            


    

     

    
      	(10)  	
              the
                amount of dividends and distributions made pursuant to Section
                4.10.

            


    

     

    “Consolidated
      Non-cash Charges”
      means,
      with respect to any Person, for any period, the sum of

     

    
      	(1)  	
              depreciation,
                amortization and other non-cash expenses or charges of such Person
                and its
                Subsidiaries for such period;

            


    

     

    
      	(2)  	
              unrealized
                gains and losses from hedging and foreign currency translations and
                transactions of such Person and its Subsidiaries for such period;
                and

            


    

     

    
      	(3)  	
              unrealized
                gains and losses of such Person and its Subsidiaries recognized in
                such
                period pursuant to Statement of Financial Accounting Standards No.
                133,
                “Accounting for Derivative Instruments and Hedging Activities,” or any
                successor thereto, solely in respect of Qualified Capital
                Stock,

            


    

     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

    all
      determined on a consolidated basis in accordance with GAAP, excluding (x) in
      the
      case of clause
      (1)
      or
(2),
      any
      such item constituting an extraordinary item or extraordinary loss or any such
      item that requires an accrual of or a reserve for cash charges for any future
      period and (y) in the case of clause
      (3),
      any
      such item that requires an accrual of or a reserve for cash charges for any
      future period ending on or prior to the final maturity of the
      Notes.

     

    “Continuing
      Directors”
      means,
      as of any date of determination, any member of the board of directors of Parent
      who (a) was a member of such board of directors on the Issue Date or (b) was
      nominated for election or elected to such board of directors with the approval
      of a majority of the Continuing Directors who were members of such board at
      the
      time of such nomination or election.

     

    “Corporate
      Trust Office”
      means
      the office of the Trustee at which at any particular time its corporate trust
      business shall be principally administered, which office as of the date hereof
      is listed in Section
      11.02.

     

    “Covenant
      Defeasance”
      has the
      meaning set forth under Section
      9.03.

     

    “Credit
      Agreement”
      means
      the Credit Agreement dated on or about the Issue Date, by and among the Company,
      as borrower, Parent and certain of the Company’s subsidiaries, as guarantors or
      co-borrowers, Wells Fargo Foothill, Inc., as administrative agent, and the
      lenders named therein, including any notes, guarantees, collateral and security
      documents, instruments and agreements executed in connection therewith, and
      in
      each case as amended or Refinanced from time to time, including any agreement
      or
      agreements extending the maturity of, Refinancing, replacing or otherwise
      restructuring all or any portion of the Indebtedness under such agreement,
      and
      any successor or replacement agreement or agreements with the same or any other
      agents, creditor, lender or group of creditors or lenders.

     

    “Currency
      Agreement”
      means,
      with respect to any Person, any foreign exchange contract, currency swap
      agreement or other similar agreement or arrangement designed to protect such
      Person or any of its Subsidiaries against fluctuations in currency
      values.

     

    “Default”
      means
      an event or condition the occurrence of which is, or with the lapse of time
      or
      the giving of notice or both would be, an Event of Default.

     

    “Depository”
      means,
      with respect to the Notes issued in the form of one or more Global Notes, The
      Depository Trust Company or another Person designated as Depository by the
      Company, which Person must be a clearing agency registered under the Exchange
      Act.

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Disinterested
      Member”
      means,
      with respect to any transaction or series of related transactions, a member
      of
      the Board of Directors of the Company who (1) does not have any material direct
      or indirect financial interest in or with respect to such transaction or series
      of related transactions and (2) is not an Affiliate, officer, director or an
      employee of any person (other than the Company or any Subsidiary) who has any
      direct or indirect financial interest in or with respect to such transaction
      or
      series of related transactions.

     

    “Disqualified
      Capital Stock”
      means
      any class or series of Capital Stock of any Person that by its terms or
      otherwise is:

     

    
      	(1)  	
              required
                to be redeemed or is redeemable at the option of the holder of such
                class
                or series of Capital Stock at any time on or prior to the date that
                is 91
                days after the Stated Maturity of the principal of the Notes;
                or

            


    

     

    
      	(2)  	
              convertible
                into or exchangeable at the option of the holder thereof for Capital
                Stock
                referred to in clause
                (1)
                above or Indebtedness having a scheduled maturity on or prior to
                the date
                that is 91 days after the Stated Maturity of the principal of the
                Notes.

            


    

     

    Notwithstanding
      the preceding sentence, any Capital Stock that would constitute Disqualified
      Capital Stock solely because the holders of the Capital Stock have the right
      to
      require the issuer thereof to repurchase such Capital Stock upon the occurrence
      of a “change of control” or “asset sale” will not constitute Disqualified
      Capital Stock if such requirement only becomes operative after compliance with
      such terms applicable to the Notes, including the purchase of any Notes tendered
      pursuant thereto.

     

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

     

    “Euroclear”
      has the
      meaning set forth under Section
      2.16.

     

    “Event
      of Default”
      has the
      meaning set forth in Section
      6.01.

     

    “Event
      of Loss”
      means,
      with respect to any property or asset (tangible or intangible, real or personal)
      of the Issuer or any Subsidiary, any of the following: (1) any loss,
      destruction or damage of such property or asset; (2) any actual
      condemnation, seizure or taking by exercise of the power of eminent domain
      or
      otherwise of such property or asset, or confiscation of such property or asset
      or the requisition of the use of such property or asset; or (3) any
      settlement in lieu of clause (2) above.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, or any successor statute or
      statutes thereto.

     

    “Excluded
      Assets”
      means
      (i) Excluded Contracts, (ii) Excluded Equipment, (iii) the assets
      of
      any Foreign Subsidiary, (iv) real property not required to be mortgaged
      pursuant to Section
      4.20,
      (v) 35%
      of the Voting Stock of Foreign Subsidiaries directly owned by either of the
      Issuers or any Guarantor and (vi) proceeds and products from any and
      all of
      the foregoing unless such proceeds or products would otherwise constitute
      Collateral.

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Excluded
      Contract”
      means
      at any date any rights or interest of the Issuers or any Guarantor in, to or
      under any agreement, contract, license, instrument, document or other general
      intangible (referred to solely for purposes of this definition as a “Contract”)
      (i) to the extent that such Contract by the express terms of a valid
      and
      enforceable restriction in favor of a Person who is not an Issuer or any
      Guarantor or any Affiliate thereof, or any requirement of law, prohibits, or
      requires any consent or establishes any other condition for, an assignment
      thereof or a grant of a security interest therein by the Issuers or a Guarantor,
      (ii) which restriction will not, after commercially reasonable efforts
      by
      the Issuers and such Guarantor, as the case may be, be waived, or which consent
      or other condition cannot, after commercially reasonable efforts by the Issuers
      and such Guarantor, as the case may be, be obtained or satisfied and
      (iii) with respect to which a contravention or other violation caused
      or
      arising by its inclusion as Collateral could reasonably be expected to have
      a
      material adverse effect on the Parent and its Subsidiaries, taken as a whole,
      or
      individually or collectively is not material to the conduct of the business
      of
      the Issuers or such Guarantor; provided
      that:
      (x) rights to payment under any such Contract otherwise constituting
      an
      Excluded Contract by virtue of this definition shall be included in the
      Collateral to the extent permitted thereby or by Section 9-406 or
      Section 9-408 of the Uniform Commercial Code and (y) all proceeds
      paid
      or payable to the Issuers or any Guarantor from any sale, transfer or assignment
      of such Contract and all rights to receive such proceeds shall be included
      in
      the Collateral.

     

    “Excluded
      Equipment”
      means
      at any date any equipment of the Issuers or any Guarantor which is subject
      to,
      or secured by, a Capital Lease Obligation or Purchase Money Indebtedness if
      and
      to the extent that (i) the express terms of a valid and enforceable
      restriction in favor of a Person who is not an Issuer or a Guarantor or any
      Affiliate thereof contained in the agreements or documents granting or governing
      such Capital Lease Obligation or Purchase Money Indebtedness prohibits, or
      requires any consent or establishes any other conditions for, an assignment
      thereof, or a grant of a security interest therein, by the Issuers or any
      Guarantor, (ii) such restriction relates only to the asset or assets
      acquired by the Issuers or any Guarantor with the proceeds of such Capital
      Lease
      Obligation or Purchase Money Indebtedness and attachments thereto or
      substitutions therefor and (iii) the Indebtedness and Liens in respect
      of
      such Capital Lease Obligation or Purchase Money Indebtedness are permitted
      under
      clause (4) of the definition of “Permitted Indebtedness” and clause
      (7) of the definition of “Permitted Liens”, as the case may be; provided
      that all proceeds paid or payable to any of the Issuers or any Guarantor from
      any sale, transfer or assignment or other voluntary or involuntary disposition
      of such equipment and all rights to receive such proceeds shall be included
      in
      the Collateral to the extent not otherwise required to be paid to the holder
      of
      the Capital Lease Obligation or Purchase Money Indebtedness secured by such
      equipment.

     

    “fair
      market value”
      means,
      with respect to any asset, the price which could be negotiated in an
      arm’s-length, free market transaction, for cash, between a willing seller and a
      willing and able buyer, neither of whom is under undue pressure or compulsion
      to
      complete the transaction. Fair market value shall be determined by the Board
      of
      Directors of the Company acting reasonably and in good faith and shall be
      evidenced by a board resolution of the Board of Directors of the Company
      delivered to the Trustee.

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Foreign
      Subsidiary”
      means
      any Subsidiary of the Company organized under the laws of, and conducting a
      majority of its business in, any jurisdiction other than the United States
      of
      America, any state thereof or the District of Columbia.

     

    “Four-Quarter
      Period”
      means
      the four full fiscal quarters for which internal financial statements are
      available ending on or prior to the Transaction Date.

     

    “GAAP”
      means
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      may be approved by a significant segment of the accounting profession of the
      United States, consistently applied, as in effect on the Issue
      Date.

     

    “Global
      Notes”
      has the
      meaning set forth under Section
      2.16.

     

    “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 or
      other obligation of such Person (whether arising by virtue of partnership
      arrangements, or by agreements to keep well, to purchase assets, goods,
      securities or services, to take or pay or to maintain financial statement
      conditions or otherwise) 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.

     

    “Guarantee”
      means a
      guarantee of the Notes by a Guarantor.

     

    “Guarantors”
      means
      Parent and the Subsidiary Guarantors.

     

    “Holder”
      or
“Noteholder”
      means
      the person in whose name a Note is registered on the Registrar’s
      books.

     

    “incur”
      means
      to create, incur, assume, guarantee or otherwise become liable, contingently
      or
      otherwise, with respect to payment. Accrual of interest and accretion or
      amortization or original issue discount will not be deemed to be an incurrence
      of Indebtedness for purposes of this definition.

     

    “Indebtedness”
      means
      with respect to any Person, without duplication,

     

    
      	(1)  	
              all
                obligations of such Person for borrowed
                money;

            


    

     

    
      	(2)  	
              all
                obligations of such Person evidenced by bonds, debentures, notes
                or other
                similar instruments;

            


    

     

    
      	(3)  	
              all
                Capitalized Lease Obligations of such
                Person;

            


    

     

    
      
        12

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(4)  	
              all
                obligations of such Person issued or assumed as the deferred purchase
                price of property, all conditional sale obligations and all obligations
                under any title retention agreement (but excluding trade accounts
                payable
                and other accrued liabilities arising in the ordinary course of
                business);

            


    

     

    
      	(5)  	
              all
                obligations for the reimbursement of any obligor on any letter of
                credit,
                banker’s acceptance or similar credit
                transaction;

            


    

     

    
      	(6)  	
              all
                obligations under Currency Agreements and Interest Swap Obligations
                of
                such Person;

            


    

     

    
      	(7)  	
              all
                Attributable Indebtedness;

            


    

     

    
      	(8)  	
              all
                Disqualified Capital Stock issued by such Person with the amount
                of
                Indebtedness represented by such Disqualified Capital Stock being
                equal to
                the greater of its voluntary or involuntary liquidation preference
                and its
                maximum fixed repurchase price;

            


    

     

    
      	(9)  	
              all
                Preferred Stock of any Subsidiary of such Person not held by such
                Person
                or any Subsidiary of such Person with the amount of Indebtedness
                represented by such Preferred Stock being equal to the liquidation
                value
                thereof;

            


    

     

    
      	(10)  	
              guarantees
                in respect of Indebtedness of any other Person of the type referred
                to in
                clauses
                (1)
                through (9)
                above; and

            


    

     

    
      	(11)  	
              all
                obligations of any other Person of the type referred to in clauses
                (1)
                through (10)
                which are secured by any Lien on any asset of such Person, the amount
                of
                such obligation being deemed to be the lesser of the fair market
                value of
                such asset or the amount of the obligation so
                secured.

            


    

     

    For
      purposes hereof, the “maximum fixed repurchase price” of any Disqualified
      Capital Stock which does not have a fixed repurchase price shall be calculated
      in accordance with the terms of such Disqualified Capital Stock as if such
      Disqualified Capital Stock were purchased on any date on which Indebtedness
      shall be required to be determined pursuant to this Indenture, and if such
      price
      is based upon, or measured by, the fair market value of such Disqualified
      Capital Stock, such fair market value shall be determined reasonably and in
      good
      faith by the Board of Directors of the issuer of such Disqualified Capital
      Stock. Except with respect to Indebtedness referred to in clauses
      (8),
      (9)
      and
(11)
      above,
      the amount of any Indebtedness outstanding as of any date shall be (1) the
      accreted value thereof, in the case of any Indebtedness issued with original
      issue discount, and (2) the principal amount thereof, together with any interest
      thereon that is more than 30 days past due, in the case of any other
      Indebtedness.

     

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

     

    “Independent
      Financial Advisor”
      means a
      firm (a) which does not, and whose directors, officers and employees or
      Affiliates do not, have a direct or indirect material financial interest in
      Parent or any of its Subsidiaries and (b) which, in the judgment of the Board
      of
      Directors of the Company, is otherwise independent and qualified to perform
      the
      task for which it is to be engaged.

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Initial
      Public Offering”
      means
      one or more underwritten public offerings registered under the Securities Act
      of
      1933 after which the market value of the Common Stock of Parent held by Persons
      who are not Affiliates of Parent is at least $50.0 million.

     

    “Institutional
      Accredited Investor”
      means
      an institution that is an “accredited investor” as that term is defined in Rule
      501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

     

    “Intercreditor
      Agreement” means
      the
      Intercreditor Agreement, dated as of the Issue Date, among the administrative
      agents under the Credit Agreement and the Letters of Credit Facility, the
      Trustee, the Collateral Agent, the Issuers and the Guarantors, as the same
      may
      be amended, supplemented or modified from time to time.

    


    “Interest
      Payment Date”
      means
      the first day of each month.

     

    “Interest
      Swap Obligations”
      means
      the obligations of any Person pursuant to any arrangement with any other Person,
      whereby, directly or indirectly, such Person is entitled to receive from time
      to
      time periodic payments calculated by applying either a floating or a fixed
      rate
      of interest on a stated notional amount in exchange for payments made by such
      other Person calculated by applying a fixed or a floating rate of interest
      on
      the same notional amount and shall include, without limitation, interest rate
      swaps, caps, floors, collars and similar agreements.

     

    “Investment”
      means,
      with respect to any Person, any direct or indirect loan or other extension
      of
      credit (including, without limitation, a guarantee) 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 by such Person of any Capital Stock, bonds, notes, debentures or
      other securities or evidences of Indebtedness issued by, any Person.
“Investment” excludes (1) extensions of trade credit by the Company and its
      Subsidiaries on commercially reasonable terms in accordance with normal trade
      practices of the Company or such Subsidiary, as the case may be, and (2) any
      purchase, redemption or other acquisition or retirement for value of any Capital
      Stock of the Company or any warrants, options or other rights to purchase or
      acquire any such Capital Stock. If the Company or any of its Subsidiaries sells
      or otherwise disposes of any Capital Stock of any direct or indirect Subsidiary
      of the Company such that, after giving effect to any such sale or disposition,
      such Person ceases to be a Subsidiary of the Company, the Company will be deemed
      to have made an Investment on the date of any such sale or disposition equal
      to
      the fair market value of the Capital Stock of such Subsidiary not sold or
      disposed of.

     

    “Issue
      Date”
      means
      July 15, 2005 the date of initial issuance of the Notes.

     

    “Issuers”
      means
      the parties named as such in the first paragraph of this Indenture until a
      successor replaces either such party pursuant to Article Five and thereafter
      means either such party and any such successor.

     

    “Legal
      Defeasance”
      has the
      meaning set forth under Section
      9.02.

     

    
      
        14

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Legal
      Holiday”
      has the
      meaning set forth under Section
      11.07.

     

    “Letters
      of Credit Facility”
      means
      the letters of credit facility established under the Credit Agreement dated
      on
      or about the Issue Date, by and among the Company, as borrower, Parent and
      certain of the Company’s subsidiaries, as guarantors or co-borrowers, Wells
      Fargo Foothill, Inc., as administrative agent, and the lenders named therein,
      including any notes, guarantees, collateral and security documents, instruments
      and agreements executed in connection therewith, and in each case as amended
      or
      Refinanced from time to time, including any agreement or agreements extending
      the maturity of, Refinancing, replacing or otherwise restructuring all or any
      portion of the Indebtedness under such agreement, and any successor or
      replacement agreement or agreements with the same or any other agents, creditor,
      lender or group of creditors or lenders.

     

    “Liens”
      means
      any mortgage, pledge, security interest, encumbrance, lien, charge or adverse
      claim affecting title or resulting in any encumbrance against real or personal
      property or a security interest of any kind, including, without limitation,
      any
      conditional sale or other title retention agreement or lease in the nature
      thereof or any filing or agreement to file a financing statement as debtor
      under
      the Uniform Commercial Code or any similar statute other than to reflect
      ownership by a third party of property leased to the Company or any of its
      Subsidiaries under a lease that is not in the nature of a conditional sale
      or
      title retention agreement.

     

    “Maturity
      Date”
      when
      used with respect to any Note, means the date on which the principal amount
      of
      such Note becomes due and payable as therein or herein provided.

     

    “Moody’s”
      means
      Moody’s Investors Service, Inc. or any successor thereto.

     

    “Mortgages”
      means
      the mortgages, deeds of trust, deeds to secure Obligations under the Notes
      and
      the Indenture or other similar documents creating Liens on the Premises, as
      well
      as the other Collateral secured by and described in the mortgages, deeds of
      trust, deeds to secure indebtedness or other similar documents, in each case,
      as
      amended, modified or supplemented from time to time.

     

    “Net
      Cash Proceeds”
      means,
      with respect to any Asset Sale, the proceeds in the form of cash or Cash
      Equivalents including payments in respect of deferred payment obligations
      (except to the extent that such obligations are financed or sold with recourse
      to the Company or any of its Subsidiaries) when received in the form of cash
      or
      Cash Equivalents (other than the portion of any such deferred payment
      constituting interest or dividends) received by the Company or any of its
      Subsidiaries from such Asset Sale, net of (a) all out-of-pocket expenses and
      fees relating to such Asset Sale (including, without limitation, legal,
      accounting and investment banking fees and sales commissions), (b) taxes paid
      or
      payable after taking into account any reduction in consolidated tax liability
      due to available tax credits or deductions and any tax sharing arrangements,
      (c)
      appropriate amounts provided by the Company or any of its Subsidiaries, as
      a
      reserve, in accordance with GAAP, against any liabilities associated with such
      Asset Sale and retained by the Company or any of its Subsidiaries, after such
      Asset Sale, including pension and other post-employment benefit liabilities,
      liabilities related to environmental matters and liabilities under any
      indemnification obligations associated with such Asset Sale, and (d) amounts
      required to be paid to any Person (other than the Company or any of its
      Subsidiaries) owning a beneficial interest in the assets that are subject to
      the
      Asset Sale (by way of holding Capital Stock of the Person owning such assets
      or
      otherwise).

     

    
      
        15

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Net
      Proceeds Offer”
      has the
      meaning set forth under Section
      4.12.

     

    “Net
      Proceeds Offer Amount”
      has the
      meaning set forth under Section
      4.12.

     

    “Net
      Proceeds Offer Payment Date”
      has the
      meaning set forth under Section
      4.12.

     

    “Net
      Proceeds Offer Trigger Date”
      has the
      meaning set forth under Section
      4.12.

     

    “Non-U.S.
      Person”
      means a
      Person who is not a U.S. person, as defined in Regulation S.

     

    “Notes”
      means
      the 14% Senior Secured Notes Due 2009 issued by the Issuers, as amended from
      time to time in accordance with the terms hereof, that are issued pursuant
      to
      this Indenture.

     

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

     

    “Opco
      Senior Notes”
      means
      the senior notes due 2009 issued by the Company and PCA Finance pursuant to
      the
      Indenture dated June 27, 2002 among the Company, PCA Finance, the guarantors
      party thereto and The Bank of New York Trust Company, N.A. (formerly known
      as
      The Bank of New York), as trustee.

     

    “Opco
      Senior Subordinated Notes”
      means
      the senior subordinated notes issued by the Company pursuant to the purchase
      agreement dated June 27, 2002 among the Company, GS Mezzanine Partners II,
      L.P.
      and GS Mezzanine Partners II Offshore, L.P.

     

    “Offering
      Circular”
      means
      the Issuers’ offering circular dated June 30, 2005 relating to the offering of
      Notes issued on the Issue Date.

     

    “Officer”,
      with
      respect to any Person (other than the Trustee), means the Chairman of the Board
      of Directors, Chief Executive Officer, the President, any Vice President or
      Assistant Vice President and the Chief Financial Officer, the Treasurer or
      any
      Assistant Treasurer or the Secretary or any Assistant Secretary of such Person,
      or any other officer of such Person designated by the Board of Directors of
      such
      Person and set forth in an Officers’ Certificate delivered to the
      Trustee.

     

    “Officers’
      Certificate”
      means,
      with respect to any Person, a certificate signed by the Chairman of the Board
      of
      Directors, the Chief Executive Officer or the President and the Chief Financial
      Officer, the Treasurer or the Assistant Treasurer of such Person that shall
      comply with applicable provisions of this Indenture.

     

    “Opinion
      of Counsel”
      means a
      written opinion from legal counsel (who may be counsel to the Issuers or the
      Guarantors) stating the matters required by Section
      11.05
      and
      delivered to the Trustee.

     

    
      
        16

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Other
      Notes”
      has the
      meaning set forth under Section
      2.02.

     

    “Parent”
      means
      Portrait Corporation of America, Inc., a Delaware corporation.

     

    “Parent
      Senior Subordinated Discount Notes”
      means
      the senior subordinated discount notes issued by Parent pursuant to the purchase
      agreement dated the June 27, 2002 among Parent, GS Mezzanine Partners II, L.P.
      and GS Mezzanine Partners II Offshore, L.P.

     

    “Paying
      Agent”
      has the
      meaning set forth under Section
      2.04.

     

    “PCA”
      means
      the party named as such in the first paragraph
      of this
      Indenture, until a successor replaces such party pursuant to Article Five and
      thereafter means the successor.

     

    “PCA
      Finance”
      means
      the party named as such in the first paragraph
      of this
      Indenture.

     

    “Permitted
      Business”
      has the
      meaning set forth in Section
      4.17.

     

    “Permitted
      Holders”
      means
      the Sponsor and its Affiliates.

     

    “Permitted
      Indebtedness”
      means,
      without duplication, each of the following:

     

    
      	(1)  	
              the
                Notes issued on the Issue Date and any guarantees relating
                thereto;

            


    

     

    
      	(2)  	
              other
                Indebtedness of the Company and its Subsidiaries outstanding on the
                Issue
                Date;

            


    

     

    
      	(3)  	
              Indebtedness
                incurred pursuant to the Credit Agreement in an aggregate amount
                not
                exceeding $10.0 million at any time outstanding, less any repayments
                required to be made, and actually made, thereunder with the Net Cash
                Proceeds of Asset Sales in accordance with Section
                4.12;

            


    

     

    
      	(4)  	
              Capitalized
                Lease Obligations and Purchase Money Indebtedness, and Refinancing
                Indebtedness thereof, in an aggregate amount not to exceed $5.0 million
                at
                any time outstanding;

            


    

     

    
      	(5)  	
              Indebtedness
                owed by the Company or any of its Subsidiaries to the Company or
                any of
                its Subsidiaries; provided,
                that (a) any such Indebtedness owed by the Company shall be expressly
                subordinated to the prior payment in full in cash of all obligations
                with
                respect to the Notes, and any such Indebtedness owed by any Guarantor
                shall be expressly subordinated to the prior payment in full in cash
                of
                all obligations with respect to the Guarantee of such Guarantor;
                and (b)
                if such Indebtedness is held by a Person other than the Company or
                any of
                its Subsidiaries, the obligor of such Indebtedness shall be deemed
                to have
                incurred Indebtedness not permitted by this clause
                (5);

            


    

     

    
      	(6)  	
              (x)
                the guarantee by the Company or any Guarantor of Indebtedness of
                the
                Company or a Guarantor and (y) the guarantee by any Subsidiary that
                is not
                a Guarantor of Indebtedness of any other Subsidiary that is not a
                Guarantor; provided,
                that, in each case, the Indebtedness being guaranteed is permitted
                to be
                incurred by another provision of this
                Indenture;

            


    

     

    
      
        17

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(7)  	
              (x)
                Interest Swap Obligations of the Company relating to (a) Indebtedness
                of
                the Company or any of its Subsidiaries or (b) Indebtedness that the
                Company or any of its Subsidiaries reasonably intends to incur within
                six
                months; and (y) Interest Swap Obligations of any Subsidiary of the
                Company
                relating to (a) Indebtedness of such Subsidiary or (b) Indebtedness
                that
                such Subsidiary reasonably intends to incur within six months; provided
                any such Interest Swap Obligations will constitute “Permitted
                Indebtedness” only to the extent the notional principal amount of such
                Interest Swap Obligations, when incurred, does not exceed the principal
                amount of the Indebtedness to which such Interest Swap Obligations
                relate;

            


    

     

    
      	(8)  	
              Indebtedness
                by the Company or any of its Subsidiaries under Currency Agreements;
                provided,
                that (x) such agreements are entered into to protect the Company
                and its
                Subsidiaries from fluctuations in currency exchange rates (and not
                for
                speculative purposes) and (y) in the case of Currency Agreements
                which
                relate to Indebtedness, such Currency Agreements do not increase
                the
                Indebtedness of the Company and its Subsidiaries outstanding other
                than as
                a result of fluctuations in foreign currency exchange rates or by
                reason
                of fees, indemnities and compensation payable
                thereunder;

            


    

     

    
      	(9)  	
              Indebtedness
                of the Company or any of its Subsidiaries arising from the honoring
                by a
                bank or other financial institution of a check, draft or similar
                instrument inadvertently (except in the case of daylight overdrafts)
                drawn
                against insufficient funds in the ordinary course of business; provided,
                however, that such Indebtedness is extinguished within five business
                days
                of incurrence; 

            


    

     

    
      	(10)  	
              Indebtedness
                of the Company or any of its Subsidiaries represented by letters
                of credit
                for the account of the Company or any Subsidiary, as the case may
                be, in
                an aggregate principal amount not to exceed $20.0 million at any
                time
                outstanding, in order to provide security for workers’ compensation
                claims, payment obligations in connection with self insurance or
                similar
                requirements in the ordinary course of business, and other Indebtedness
                with respect to workers’ compensation claims, self insurance obligations,
                performance, surety and similar bonds and completion guarantees provided
                by the Company or any of its Subsidiaries in the ordinary course
                of
                business;

            


    

     

    
      	(11)  	
              indemnification,
                adjustment of purchase price or similar obligations, in each case,
                incurred or assumed in connection with the disposition of any business
                or
                assets of the Company or any of its Subsidiaries or Capital Stock
                of a
                Subsidiary; provided,
                that the maximum aggregate liability in respect of all such obligations
                of
                the Company outstanding under this clause
                (11)
                shall at no time exceed the gross proceeds including non-cash proceeds
                (the fair market value of such non-cash proceeds being measured at
                the
                time received and without giving effect to any subsequent changes
                in
                value) actually received by the Company and its Subsidiaries in connection
                with such dispositions;

            


    

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(12)  	
              obligations
                of the Company or any of its Subsidiaries in respect of performance
                bonds
                and completion, guarantee, surety and similar bonds in the ordinary
                course
                of business;

            


    

     

    
      	(13)  	
              Refinancing
                Indebtedness incurred to Refinance Indebtedness (x) incurred pursuant
                to
                clause
                (1)
                above or this clause
                (13),
                (y) referred to in clause
                (2)
                above or (z) referred to in clause
                (15)
                below;

            


    

     

    
      	(14)  	
              Indebtedness
                of Foreign Subsidiaries in an aggregate amount not to exceed $2.5
                million
                at any time outstanding; and

            


    

     

    
      	(15)  	
              additional
                Subordinated Pay-In-Kind Indebtedness in an aggregate amount not
                to exceed
                $10.0 million at any time
                outstanding.

            


    

     

    “Permitted
      Investments”
      means:

     

    
      	(1)  	
              any
                Investment by the Company or any of its Subsidiaries (other than
                PCA
                Finance) in a Person, if as a result of such Investment: (a) such
                Person
                becomes a Guarantor; or (b) such Person is merged or consolidated
                with or
                into, or Transfers all or substantially all of its assets to, or
                is
                liquidated into, the Company or a
                Guarantor;

            


    

     

    
      	(2)  	
              any
                Investment by any Subsidiary of the Company that is not a Guarantor
                (other
                than PCA Finance) in: (a) any other Subsidiary of the Company; or
                (b) any
                Person, if as a result of such Investment (x) such Person becomes
                a
                Subsidiary of the Company, or (y) such Person is merged or consolidated
                with or into, or Transfers all or substantially all of its assets
                to, or
                is liquidated into, the Company or any of its
                Subsidiaries;

            


    

     

    
      	(3)  	
              Investments
                in the Company or any Guarantor;

            


    

     

    
      	(4)  	
              Investments
                in cash or Cash Equivalents;

            


    

     

    
      	(5)  	
              loans
                and advances to directors, officers and employees of the Company
                and its
                Subsidiaries for the purpose of paying any taxes in respect of the
                exercise of stock options or
                warrants;

            


    

     

    
      	(6)  	
              Investments
                in securities received pursuant to any plan of reorganization or
                similar
                arrangement upon the bankruptcy or insolvency of any debtors of the
                Company or its Subsidiaries or in good faith settlement of delinquent
                obligations of such debtors;

            


    

     

    
      	(7)  	
              Investments
                received as consideration from an Asset Sale made in compliance with
                Section
                4.12;

            


    

     

    
      
        19

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(8)  	
              Investments
                existing on the Issue Date;

            


    

     

    
      	(9)  	
              Investments
                in Interest Swap Obligations and Currency Agreements of the type
                described
                in clauses
                (7)
                and (8)
                of
                the definition of “Permitted
                Indebtedness;”

            


    

     

    
      	(10)  	
              Investments
                of a Person or any of its Subsidiaries existing at the time such
                Person
                becomes a Subsidiary of the Company or at the time such Person merges
                or
                consolidates with the Company or any of its Subsidiaries, in either
                case,
                in compliance with this Indenture; provided,
                that such Investments were not made by such Person in connection
                with, or
                in anticipation or contemplation of, such Person becoming a Subsidiary
                of
                the Company or such merger or
                consolidation;

            


    

     

    
      	(11)  	
              Investments
                in purchase price adjustments, contingent purchase price payments
                or other
                earn-out obligations received in connection with Investments otherwise
                permitted under this Indenture;

            


    

     

    
      	(12)  	
              any
                Investment acquired in exchange for the issuance of, or acquired
                with the
                net cash proceeds of any substantially concurrent issuance and sale
                of
                Qualified Capital Stock;

            


    

     

    
      	(13)  	
              any
                purchase or Refinancing of the Notes;
                and

            


    

     

    
      	(14)  	
              guarantees
                of Indebtedness otherwise permitted under this
                Indenture.

            


    

     

    “Permitted
      Liens”
      means,
      with respect to any Person:

     

    
      	(1)  	
              Liens
                existing on the date of this
                Indenture;

            


    

     

    
      	(2)  	
              Liens
                in favor of the Company or any Subsidiary of the
                Company;

            


    

     

    
      	(3)  	
              Liens
                securing the Credit Agreement and the Letters of Credit Facility
                incurred
                pursuant to clause
                (3)
                and clause
                (10),
                respectively, of the definition of “Permitted
                Indebtedness;”

            


    

     

    
      	(4)  	
              Liens
                securing any Indebtedness of any Foreign Subsidiary; provided,
                that such Liens do not extend to or cover any assets other than assets,
                or
                the Capital Stock, of Foreign
                Subsidiaries;

            


    

     

    
      	(5)  	
              Liens
                securing Purchase Money Indebtedness and Capitalized Lease Obligations
                permitted to be incurred under this
                Indenture;

            


    

     

    
      	(6)  	
              Liens
                securing Refinancing Indebtedness which is incurred to refinance
                any
                Indebtedness outstanding on the Issue Date (other than under the
                Credit
                Agreement) or Indebtedness incurred under clause
                (5)
                above; provided,
                that such Liens (a) taken as a whole, in the good faith judgment
                of the
                Board of Directors of the Company, are not materially less favorable
                to
                the Noteholders and are not materially more favorable to the lienholders
                with respect to such Liens than the Liens in respect of the Indebtedness
                being Refinanced and (b) do not extend to or cover any assets of
                the
                Company or any of its Subsidiaries not securing the Indebtedness
                so
                Refinanced;

            


    

     

    
      
        20

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(7)  	
              Liens
                to secure the performance of statutory obligations, including Liens
                made
                in connection with workmen’s compensation, unemployment insurance, old age
                pensions, social security and public liability and similar legislation,
                surety or appeal bonds, performance bonds or other obligations of
                a like
                nature incurred in the ordinary course of
                business;

            


    

     

    
      	(8)  	
              Liens
                upon specific items of inventory or other goods and proceeds of any
                Person
                securing such Person’s obligations in respect of bankers’ acceptances
                issued or created for the account of such Person to facilitate the
                purchase, shipment or storage of such inventory or other
                goods;

            


    

     

    
      	(9)  	
              Liens
                securing reimbursement obligations with respect to letters of credit
                which
                encumber documents and other assets relating to such letters of credit
                and
                products and proceeds thereof;

            


    

     

    
      	(10)  	
              Liens
                securing the payment of taxes, assessments and governmental charges
                or
                levies, either (a) not delinquent or (b) being contested in good
                faith by
                appropriate proceedings;

            


    

     

    
      	(11)  	
              carriers’,
                warehousemen’s, mechanics’, landlords’, materialmen’s, workmen’s,
                repairmen’s, supplier’s or other similar Liens that are not delinquent or
                that are being contested in good faith and by appropriate
                proceedings;

            


    

     

    
      	(12)  	
              Liens
                securing (a) the non-delinquent performance of bids, trade contracts
                (other than for borrowed money), leases and statutory obligations
                and (b)
                other non-delinquent obligations of a like nature, incurred in the
                ordinary course of business;

            


    

     

    
      	(13)  	
              Liens
                consisting of judgment or judicial attachment Liens and Liens securing
                contingent obligations on appeal bonds and other bonds posted in
                connection with court proceedings or judgments, only for so long
                as the
                existence of the related judgment does not otherwise give rise to
                an Event
                of Default;

            


    

     

    
      	(14)  	
              interests
                of lessors or sublessors, easements, rights-of-way, restrictive covenants,
                reservations, zoning restrictions, development restrictions or
                regulations, facility cost, sharing and servicing contracts and other
                similar encumbrances or other title defects which, in the aggregate,
                do
                not materially detract from the value of the property subject thereto
                or
                interfere with the ordinary conduct of the business of the Company
                and its
                Subsidiaries taken as a whole;

            


    

     

    
      	(15)  	
              Liens
                arising out of conditional sale, title retention, consignment or
                similar
                arrangements for sale of goods;

            


    

     

    
      	(16)  	
              Liens
                arising solely by virtue of any statutory, regulatory, contractual,
                warranty or common law provision relating to banker’s liens, rights of
                setoff or similar rights and remedies as to deposit accounts or other
                funds maintained with a creditor depository
                institution;

            


    

     

    
      
        21

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(17)  	
              licenses
                of intellectual property granted in the ordinary course of
                business;

            


    

     

    
      	(18)  	
              Liens
                securing Interest Swap Obligations, which Interest Swap Obligations
                are
                permitted under this Indenture;

            


    

     

    
      	(19)  	
              Liens
                securing Indebtedness under Currency Agreements, which Indebtedness
                is
                permitted under this Indenture;

            


    

     

    
      	(20)  	
              Liens
                in favor of customs or revenue authorities in connection with customs
                duties; and

            


    

     

    
      	(21)  	
              Liens
                securing the Notes and the Guarantees or any Obligations owing to
                the
                Trustee or the Collateral Agent under the Indenture or the Collateral
                Agreements.

            


    

     

    “Person”
      means
      an individual, partnership, corporation, limited liability company,
      unincorporated organization, trust or joint venture or a governmental agency
      or
      political subdivision thereof.

     

    “Physical
      Notes”
      means
      certificated Notes in registered form in substantially the form set forth in
      Exhibit
      A.

     

    “Preferred
      Stock”
      of any
      Person means any Capital Stock of such Person that has preferential rights
      to
      any other Capital Stock of such Person with respect to dividends or redemptions
      or upon liquidation.

     

    “Premises”
      has the
      meaning set forth in Section
      4.20.

     

    “principal”
      of a
      Note means the principal of the Note plus the premium, if any, payable on the
      Note which is due or overdue or is to become due at the relevant
      time.

     

    “Private
      Placement Legend”
      means
      the legend initially set forth on the Rule 144A Notes and Other Notes that
      are
      Restricted Notes in the form set forth in Exhibit
      B.

     

    “Purchase
      Money Indebtedness”
      means
      Indebtedness of the Company or any of its Subsidiaries incurred for the purpose
      of financing all or any part of the purchase price, or the cost of construction
      or improvement, of any assets to be used in the ordinary course of business
      by
      the Company or any of its Subsidiaries; provided, however, that (1) the
      aggregate principal amount of such Indebtedness shall not exceed such purchase
      price or cost, (2) such Indebtedness shall be incurred no later than 180 days
      after the acquisition of such assets or completion of such construction or
      improvement and (3) such Indebtedness shall not be secured by any assets of
      the
      Company or any of its Subsidiaries other than the assets so acquired or
      constructed and improvements thereon.

     

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

     

    
      
        22

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Qualified
      Equity Offering”
      means
      any issuance and sale by Parent of Capital Stock (other than Disqualified
      Capital Stock) to a Person not an Affiliate of PCA or a Permitted Holder (a)
      in
      a public offering registered under the Securities Act of 1933, as amended,
      or
      (b) in a private placement pursuant to an exemption from the registration
      requirements of such act, in each case, in which gross proceeds of at least
      $25.0 million are contributed in cash to the common equity capital of
      PCA.

     

    “Qualified
      Vendor Payables”
      means
      vendor payables resulting from the procurement of photographic film, paper
      and
      processing chemistry, which as of June 15, 2005 totaled $20.7
      million.

     

    “Redemption
      Date”
      when
      used with respect to any Note to be redeemed means the date fixed for such
      redemption pursuant to the terms of the Notes.

     

    “Refinance”
      means,
      in respect of any security or Indebtedness, to refinance, extend, renew, refund,
      repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness
      in exchange or replacement for, such security or Indebtedness in whole or in
      part. “Refinanced” and “Refinancing” shall have correlative
      meanings.

     

    “Refinancing
      Indebtedness”
      means,
      with respect to any Indebtedness, Indebtedness incurred to Refinance such
      Indebtedness that does not

     

    
      	(1)  	
              result
                in an increase in the aggregate amount or liquidation preference,
                if
                applicable, of Indebtedness being Refinanced as of the date of such
                proposed Refinancing (plus the amount of (i) accrued interest or
                dividends
                on the Indebtedness so Refinanced, (ii) any penalties, interest or
                premium
                required to be paid under the terms of the instrument governing such
                Indebtedness and (iii) reasonable fees, discounts, commissions and
                other
                expenses incurred by the Company or any of its Subsidiaries in connection
                with such Refinancing) or

            


    

     

    
      	(2)  	
              create
                Indebtedness with (a) a Weighted Average Life to Maturity that is
                less
                than the Weighted Average Life to Maturity of the Indebtedness being
                Refinanced or (b) a final maturity earlier than the final maturity
                of the
                Indebtedness being Refinanced;

            


    

     

    provided,
      that
      (x)
      if the Indebtedness being Refinanced is subordinate or junior to the Notes
      in
      right of payment, then such Refinancing Indebtedness shall be subordinate in
      right of payment to the Notes at least to the same extent and in the same manner
      as the Indebtedness being Refinanced, (y) the obligor(s) on the Refinancing
      Indebtedness thereof shall include only the obligor(s) on the Indebtedness
      Refinanced, the Company and/or one or more Guarantors and (z) Capital Stock
      shall be Refinanced only with Capital Stock.

     

    “Registrar”
      has the
      meaning set forth under Section
      2.04.

     

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

     

    “Regulation
      S Global Note”
      has the
      meaning set forth under Section
      2.16.

     

    
      
        23

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Regulation
      S Notes”
      has the
      meaning set forth under Section
      2.02.

     

    “Replacement
      Assets”
      has the
      meaning set forth under Section
      4.12.

     

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

     

    “Restricted
      Global Note”
      has the
      meaning set forth under Section
      2.16.

     

    “Restricted
      Note”
      has the
      same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated
      under the Securities Act; provided,
      that
      the Trustee shall be entitled to request and conclusively rely upon an Opinion
      of Counsel with respect to whether any Note is a Restricted Note.

     

    “Restricted
      Payment”
      means
      to

     

    
      	(1)  	
              declare
                or pay any dividend or make any distribution, other than dividends
                or
                distributions payable in Qualified Capital Stock of the Company,
                on or in
                respect of Capital Stock of the Company or any of its Subsidiaries
                to
                holders of such Capital Stock (other than the Company or any of its
                Subsidiaries);

            


    

     

    
      	(2)  	
              purchase,
                redeem or otherwise acquire or retire for value any Capital Stock
                of the
                Company or any of its Subsidiaries or any warrants, options or other
                rights to purchase or acquire any such Capital
                Stock;

            


    

     

    
      	(3)  	
              make
                any principal payment on, purchase, defease, redeem, prepay, decrease
                or
                otherwise acquire or retire for value, prior to any scheduled final
                maturity, scheduled repayment or scheduled sinking fund payment,
                any
                Indebtedness of the Company or any Guarantor that is subordinate
                or junior
                in right of payment to the Notes or the Guarantee of such Guarantor,
                other
                than the prepayment, purchase, repurchase or other acquisition or
                retirement of Indebtedness in anticipation of satisfying a sinking
                fund
                obligation, principal installment or final maturity, in each case
                due
                within one year of the date of prepayment, purchase, repurchase or
                other
                acquisition or retirement; or

            


    

     

    
      	(4)  	
              make
                any Investment other than Permitted
                Investments.

            


    

     

    “Restricted
      Period”
      has the
      meaning set forth under Section
      2.16.

     

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

     

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

     

    “Rule
      144A Notes”
      has the
      meaning set forth under Section
      2.02.

     

    
      
        24

      

      
        
        

        
          

        

      

      
        
        

      

    

    “S&P”
      means
      Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
      Inc., or any successor thereto.

     

    “Sale
      and Leaseback Transaction”
      means
      an arrangement relating to property now owned or hereafter acquired whereby
      the
      Company or a Subsidiary of the Company Transfers such property to a person
      and
      the Company or a Subsidiary of the Company leases it from such
      person.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, or any successor statute or statutes
      thereto.

     

    “Security
      Agreement”
      means
      the Security Agreement, dated as of the Issue Date, made by the Issuers and
      the
      Guarantors in favor of the Collateral Agent, as amended, modified or
      supplemented from time to time.

     

    “Significant
      Subsidiary”
      means
      (1) any Subsidiary that is a “significant subsidiary” of the Company on a
      consolidated basis within the meaning of Regulation S-X promulgated by the
      Commission or (2) any Subsidiary that, when aggregated with all other
      Subsidiaries that are not otherwise Significant Subsidiaries and as to which
      any
      event described in clause
      (7),
      (8)
      or
(9)
      under
Section
      6.01
      has
      occurred and is continuing, would constitute a Significant Subsidiary under
      clause
      (1)
      of this
      definition.

     

    “Sponsor”
      means
      Jupiter Partners II, L.P., a Delaware limited partnership.

     

    “Stated
      Maturity”
      when
      used with respect to any security or any installment of interest thereon, means
      the date specified in such security as the fixed date on which the principal
      of
      such security or such installment of interest is due and payable.

     

    “Subordinated
      Pay-In-Kind Indebtedness”
      means
      Indebtedness which (a) is subordinated in right of payment to the Notes and
      the
      Guarantees at least to the same extent as the Opco Senior Subordinated Notes
      are
      subordinated to the Notes and the Guarantees, (b) is not secured by any Liens
      on
      any assets of Parent, the Company or any Subsidiary of Parent or the Company
      and
      (c) does not require any cash payments of interest, principal or other amounts
      prior to the date that is 91 days after June 1, 2009.

     

    “Subsidiary”
      of any
      Person means (1) any Person of which more than 50% of the total voting power
      of
      Capital Stock entitled (without regard to the occurrence of any contingency)
      to
      vote in the election of directors, managers or trustees thereof is at the time
      owned or controlled, directly or indirectly, by such Person or one or more
      of
      the Subsidiaries of that Person or a combination thereof, and (2) any
      partnership, joint venture or other Person in which such Person or one or more
      of the Subsidiaries of that Person or a combination thereof has the power,
      directly or indirectly, to control by contract or otherwise the board of
      directors or equivalent governing body or otherwise controls such
      entity.

     

    “Subsidiary
      Guarantors”
      means
      (1) each of the following:

     

    
      
        25

      

      
        
        

        
          

        

      

      
        
        

      

    

    American
      Studios, Inc.;

    PCA
      National LLC;

    PCA
      National of Texas L.P.;

    Hometown
      Threads LLC;

    PCA
      Photo
      Corporation of Canada, Inc.; and

    Photo
      Corporation of America

    


    and
      (2)
      any other Subsidiary of the Company that issues a Guarantee, in each case,
      until
      such Person is released from its Guarantee in accordance with this
      Indenture.

     

    “Surviving
      Person”
      has
the
      meaning set forth under Section
      5.01.

     

    “Tax
      Distribution”
      means
      any distribution made pursuant to the Tax Sharing Agreement between the Parent
      and the Company and certain of the Company’s Subsidiaries, as in effect on the
      Issue Date.

     

    “TIA”
      means
      the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on
      the date of this Indenture (except as provided in Section
      8.03).

     

    “Transaction
      Date”
      means
      the date of the transaction giving rise to the need to calculate Consolidated
      EBITDA or the Consolidated Fixed Charge Coverage Ratio.

     

    “Transfer”
      means
      to, directly or indirectly, sell, assign, transfer, lease (other than pursuant
      to an operating lease entered into in the ordinary course of business), convey
      or otherwise dispose of, including by Sale and Leaseback Transaction,
      consolidation, merger or otherwise, in one transaction or a series of
      transactions. “Transferred,”“Transferor” and “Transferee” shall have correlative
      meanings.

     

    “Treasury
      Rate” means,
      with respect to a Redemption Date, 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) (or any successor publication which is published weekly by the Board
      of Governors of the Federal Reserve System and which establishes yields on
      actively traded United States Treasury securities adjusted to constant maturity)
      that has become publicly available at least two Business Days prior to such
      Redemption Date (or, if such Statistical Release (or any successor release)
      is no longer published, any publicly available source of similar market data))
      most nearly equal to the period from such Redemption Date to December
      1,
      2006; provided
      however, that
      if
      the period from such Redemption Date to December 1, 2006 is not equal
      to
      the constant maturity of the United States Treasury security for which a weekly
      average yield is given, the Treasury Rate shall be obtained by linear
      interpolation (calculated to the nearest one-twelfth of a year) from the weekly
      average yields of United States Treasury securities for which such yields are
      given, except that if the period from such Redemption Date to December
      1,
      2006 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 pursuant
      to this Indenture and thereafter means the successor.

     

    
      
        26

      

      
        
        

        
          

        

      

      
        
        

      

    

    “U.S.
      Government Obligations”
      shall
      mean securities that are (1) direct obligations of the United States of America
      for the payment of which its full faith and credit is pledged or (2) obligations
      of a Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America, the payment of which is
      unconditionally guaranteed as full faith and credit obligation by the United
      States of America, that, in either case, are not callable or redeemable at
      the
      option of the issuer thereof and shall also include a depository receipt issued
      by a bank or trust company as custodian with respect to any such U.S. Government
      Obligations or a specific payment of interest on or principal of any such U.S.
      Government Obligations held by such custodian for the account of the holder
      of a
      depository receipt; provided,
      that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depository receipt
      for
      any amount received by the custodian in respect of the U.S. Government
      Obligations or the specific payment of interest on or principal of the U.S.
      Government Obligations evidenced by such depository receipt.

     

    “Voting
      Stock”
      means,
      with respect to any Person, Capital Stock of such Person entitling the holders
      thereof, under ordinary circumstances, to vote in the election of the Board
      of
      Directors of such Person.

     

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

     

    
      	(1)  	
              the
                then outstanding aggregate principal amount of such Indebtedness
                into

            


    

     

    
      	(2)  	
              the
                sum of the total of the products obtained by multiplying (x) the
                amount of
                each then remaining installment, sinking fund, serial maturity or
                other
                required payment of principal, including payment at final maturity,
                in
                respect thereof, by (y) the number of years (calculated to the nearest
                one-twelfth) that will elapse between such date and the making of
                such
                payment.

            


    

     

    “Wholly-Owned
      Subsidiary”
      of any
      Person means any Subsidiary of such Person of which all the outstanding Capital
      Stock (other than in the case of a Foreign Subsidiary, directors’ qualifying
      shares) are owned by such Person or any Wholly-Owned Subsidiary of such
      Person.

     

    
      	SECTION
              1.02.  	
              Incorporation
                by Reference of Trust Indenture Act.

            


    

     

    Whenever
      this Indenture refers to a provision of the TIA, the portion of such provision
      required to be incorporated herein in order for this Indenture to be qualified
      under the TIA is incorporated by reference in and made a part of this Indenture.
      The following TIA terms used in this Indenture have the following
      meanings:

     

    “indenture
      securities” means the Notes.

     

    “indenture
      securityholder” means a Holder or Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

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

     

    
      
        27

      

      
        
        

        
          

        

      

      
        
        

      

    

    “obligor
      on the indenture securities” means the Issuers, the Guarantors or any other
      obligor on the Notes.

     

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

     

    
      	SECTION
              1.03.  	
              Rules
                of Construction.

            


    

     

    Unless
      the context otherwise requires:

     

    (1)  a
      term
      has the meaning assigned to it herein, whether defined expressly or by
      reference;

     

    (2)  “or”
      is
      not exclusive;

     

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

     

    (4)  words
      used herein implying any gender shall apply to both genders;

     

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

     

    (6)  unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared in
      accordance with GAAP as in effect from time to time, applied on a basis
      consistent with the most recent audited consolidated financial statements of
      the
      Company; and

     

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

     

    ARTICLE
      TWO  

     

    


     

    THE
      NOTES

     

    
      	SECTION
              2.01.  	
              Amount
                of Notes.

            


    

     

    The
      Trustee shall authenticate Notes for original issue on the Issue Date in an
      aggregate principal amount of $50,000,000 upon a written order of the Issuers
      in
      the form of an Officers’ Certificate of the Issuers (other than as provided in
Section
      2.08).
      

     

    
      	SECTION
              2.02.  	
              Form
                and Dating.

            


    

     

    The
      Notes
      and the Trustee’s certificate of authentication with respect thereto shall be
      substantially in the form set forth in Exhibit
      A,
      which
      is incorporated in and forms a part of this Indenture. The Notes may have
      notations, legends or endorsements required by law, rule or usage to which
      the
      Issuers are subject. Without limiting the generality of the foregoing, Notes
      offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
      (“Rule
      144A Notes”)
      shall
      bear the legend and include the form of assignment set forth in Exhibit
      B,
      Notes
      offered and sold in offshore transactions in reliance on Regulation S
      (“Regulation
      S Notes”)
      shall
      bear the legend and include the form of assignment set forth in Exhibit
      C,
      and
      Notes offered and sold to Institutional Accredited Investors in transactions
      exempt from registration under the Securities Act not made in reliance on Rule
      144A or Regulation S (“Other
      Notes”)
      may be
      represented by a Restricted Global Note or, if such an investor may not hold
      an
      interest in the Restricted Global Note, a Physical Note, in each case, bearing
      the Private Placement Legend. Each Note shall be dated the date of its
      authentication.

     

    
      
        28

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      terms
      and provisions contained in the Notes shall constitute, and are expressly made,
      a part of this Indenture and, to the extent applicable, the Issuers, the
      Guarantors and the Trustee, by their execution and delivery of this Indenture,
      expressly agree to such terms and provisions and agree to be bound
      thereby.

     

    The
      Notes
      may be presented for registration of transfer and exchange at the offices of
      the
      Registrar.

     

    
      	SECTION
              2.03.  	
              Execution
                and Authentication.

            


    

     

    One
      Officer shall sign (who shall have been duly authorized by all requisite
      corporate actions) the Notes for the Issuers by manual or facsimile
      signature.

     

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

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Trustee by manual signature, and such certificate upon any Note shall be
      conclusive evidence, and the only evidence, that such Note has been duly
      authenticated and delivered hereunder. Notwithstanding the foregoing, if any
      Note shall have been authenticated and delivered hereunder but never issued
      and
      sold by the Issuers, and the Issuers shall deliver such Note to the Trustee
      for
      cancellation as provided in Section 2.12, for all purposes of this Indenture
      such Note shall be deemed never to have been authenticated and delivered
      hereunder and shall never be entitled to the benefits of this
      Indenture.

     

    The
      Trustee may appoint an authenticating agent reasonably acceptable to the Issuers
      to authenticate the Notes. Unless otherwise provided in the appointment, an
      authenticating agent may authenticate the Notes whenever the Trustee may do
      so.
      Each reference in this Indenture to authentication by the Trustee includes
      authentication by such agent. An authenticating agent has the same rights as
      an
      Agent to deal with the Issuers and Affiliates of the Issuers. 

     

    
      
        29

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	SECTION
              2.04.  	
              Registrar
                and Paying Agent.

            


    

     

    The
      Issuers shall maintain an office or agency where Notes may be presented for
      registration of transfer or for exchange (the “Registrar”),
      and
      an office or agency where Notes may be presented for payment (the “Paying
      Agent”)
      and an
      office or agency where notices and demands to or upon the Issuers, if any,
      in
      respect of the Notes and this Indenture may be served. The Registrar shall
      keep
      a register of the Notes and of their transfer and exchange. The Issuers may
      have
      one or more additional Paying Agents. The term “Paying Agent” includes any
      additional Paying Agent.

     

    The
      Issuers shall enter into an appropriate agency agreement, which shall
      incorporate the provisions of the TIA, with any Agent that is not a party to
      this Indenture. The agreement shall implement the provisions of this Indenture
      that relate to such Agent. The Issuers shall notify the Trustee of the name
      and
      address of any such Agent. If the Issuers fail to maintain a Registrar or Paying
      Agent, or fail to give the foregoing notice, the Trustee shall act as such
      and
      shall be entitled to appropriate compensation in accordance with Section
      7.07.

     

    The
      Issuers initially appoint the Trustee as Registrar, Paying Agent and Agent
      for
      service of notices and demands in connection with the Notes and this Indenture.
      The Issuers may change any Paying Agent or Registrar without notice. The Company
      or any of its Affiliates may act as Paying Agent or Registrar.

     

    
      	SECTION
              2.05.  	
              Paying
                Agent To Hold Money in Trust.

            


    

     

    Each
      Paying Agent shall hold in trust for the benefit of the Noteholders or the
      Trustee all money held by the Paying Agent for the payment of principal of
      or
      premium or interest on the Notes (whether such money has been paid to it by
      the
      Issuers or any other obligor on the Notes or the Guarantors), and the Issuers
      and the Paying Agent shall notify the Trustee of any default by the Issuers
      (or
      any other obligor on the Notes) in making any such payment. Money held in trust
      by the Paying Agent need not be segregated except as required by law and in
      no
      event shall the Paying Agent be liable for any interest on any money received
      by
      it hereunder. The Issuers at any time may require the Paying Agent to pay all
      money held by it to the Trustee and account for any funds disbursed and the
      Trustee may at any time during the continuance of any Event of Default specified
      in Section 6.01(1) or (2), upon written request to the Paying Agent, require
      such Paying Agent to pay forthwith all money so held by it to the Trustee and
      to
      account for any funds disbursed. Upon making such payment, the Paying Agent
      shall have no further liability for the money delivered to the
      Trustee.

     

    
      	SECTION
              2.06.  	
              Noteholder
                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 the Noteholders.
      If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee
      at
      least five Business Days before each Interest Payment Date, and at such other
      times as the Trustee may request in writing, a list in such form and as of
      such
      date as the Trustee may reasonably require of the names and addresses of the
      Noteholders.

     

    
      
        30

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              2.07.  	
              Transfer
                and Exchange.

            


    

     

    Subject
      to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a
      request from the Holder of such Notes to register a transfer or to exchange
      them
      for an equal principal amount of Notes of other authorized denominations, the
      Registrar shall register the transfer as requested. Every Note presented or
      surrendered for registration of transfer or exchange shall be duly endorsed
      or
      be accompanied by a written instrument of transfer in form satisfactory to
      the
      Issuers and the Registrar, duly executed by the Holder thereof or his attorneys
      duly authorized in writing. To permit registrations of transfers and exchanges,
      the Issuers shall issue and execute and the Trustee shall authenticate new
      Notes
      (and the Guarantors shall execute the guarantee thereon) evidencing such
      transfer or exchange at the Registrar’s request. No service charge shall be made
      to the Noteholder for any registration of transfer or exchange. The Issuers
      may
      require from the Noteholder payment of a sum sufficient to cover any transfer
      taxes or other governmental charge that may be imposed in relation to a transfer
      or exchange, but this provision shall not apply to any exchange pursuant to
      Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Issuers shall be
      responsible for the payment of such taxes). The Registrar shall not be required
      to exchange or register a transfer of any Note for a period of 15 days
      immediately preceding the mailing of notice of redemption of Notes to be
      redeemed or of any Note selected, called or being called for redemption except
      the unredeemed portion of any Note being redeemed in part.

     

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

     

    Except
      as
      expressly provided herein, neither the Trustee nor the Registrar shall have
      any
      duty to monitor the Issuers’ compliance with or have any responsibility with
      respect to the Issuers’ compliance with any Federal or state securities
      laws.

     

    
      	SECTION
              2.08.  	
              Replacement
                Notes.

            


    

     

    If
      a
      mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder
      of a Note claims that the Note has been lost, destroyed or wrongfully taken,
      the
      Issuers shall issue and the Trustee shall authenticate a replacement Note (and
      the Guarantors shall execute the guarantee thereon) if the Holder of such Note
      furnishes to the Issuers and the Trustee evidence reasonably acceptable to
      them
      of the ownership and the destruction, loss or theft of such Note and if the
      requirements of Section 8-405 of the New York Uniform Commercial Code as in
      effect on the date of this Indenture are met. If required by the Trustee or
      the
      Issuers, an indemnity bond shall be posted, sufficient in the judgment of all
      to
      protect the Issuers, the Guarantors, the Trustee or any Paying Agent from any
      loss that any of them may suffer if such Note is replaced. The Issuers may
      charge such Holder for the Issuers’ reasonable out-of-pocket expenses in
      replacing such Note and the Trustee may charge the Issuers for the Trustee’s
      expenses (including, without limitation, attorneys’ fees and disbursements) in
      replacing such Note. Every replacement Note shall constitute a contractual
      obligation of the Issuers.

     

    
      
        31

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              2.09.  	
              Outstanding
                Notes.

            


    

     

    The
      Notes
      outstanding at any time are all Notes that have been authenticated by the
      Trustee except for (a) those canceled by it, (b) those delivered to it for
      cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or
      after
      the date on which the conditions set forth in Section 9.01 or 9.02 have been
      satisfied, those Notes theretofore authenticated and delivered by the Trustee
      hereunder and (d) those described in this Section 2.09 as not outstanding.
      Subject to Section 2.10, a Note does not cease to be outstanding because the
      Issuers or one of its Affiliates holds the Note.

     

    If
      a Note
      is replaced pursuant to Section 2.08, it ceases to be outstanding unless the
      Trustee receives proof satisfactory to it that the replaced Note is held by
      a
      bona fide purchaser in whose hands such Note is a legal, valid and binding
      obligation of the Issuers.

     

    If
      the
      Paying Agent holds, in its capacity as such, on any Maturity Date, money
      sufficient to pay all accrued interest and principal with respect to the Notes
      payable on that date and is not prohibited from paying such money to the Holders
      thereof pursuant to the terms of this Indenture, then on and after that date
      such Notes cease to be outstanding and interest on them ceases to
      accrue.

     

    
      	SECTION
              2.10.  	
              Treasury
                Notes.

            


    

     

    In
      determining whether the Holders of the required principal amount of Notes have
      concurred in any declaration of acceleration or notice of default or direction,
      waiver or consent or any amendment, modification or other change to this
      Indenture, Notes owned by the Issuers or any other Affiliate of the Issuers
      shall be disregarded as though they were not outstanding, except that for the
      purposes of determining whether the Trustee shall be protected in relying on
      any
      such direction, waiver or consent or any amendment, modification or other change
      to this Indenture, only Notes as to which a Responsible Officer of the Trustee
      has actually received an Officers’ Certificate stating that such Notes are so
      owned shall be so disregarded. Notes so owned which have been pledged in good
      faith shall not be disregarded if the pledgee established to the satisfaction
      of
      the Trustee the pledgee’s right so to act with respect to the Notes and that the
      pledgee is not an Issuer, a Guarantor, any other obligor on the Notes or any
      of
      their respective Affiliates.

     

    
      	SECTION
              2.11.  	
              Temporary
                Notes.

            


    

     

    Until
      definitive Notes are prepared and ready for delivery, the Issuers may prepare
      and the Trustee shall authenticate temporary Notes. Temporary Notes shall be
      substantially in the form of definitive Notes but may have variations that
      the
      Issuers consider appropriate for temporary Notes. Without unreasonable delay,
      the Issuers shall prepare and the Trustee shall authenticate definitive Notes
      in
      exchange for temporary Notes. Until such exchange, temporary Notes shall be
      entitled to the same rights, benefits and privileges as definitive
      Notes.

     

    
      
        32

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              2.12.  	
              Cancellation.

            


    

     

    The
      Issuers at any time may deliver Notes to the Trustee for cancellation. The
      Registrar and the Paying Agent shall forward to the Trustee any Notes
      surrendered to them for registration of transfer, exchange or payment. The
      Trustee shall cancel all Notes surrendered for registration of transfer,
      exchange, payment, replacement or cancellation and shall (subject to the record
      retention requirements of the Exchange Act) dispose of such canceled Notes
      in
      its customary manner. The Issuers may not reissue or resell, or issue new Notes
      to replace, Notes that the Issuers have redeemed or paid, or that have been
      delivered to the Trustee for cancellation.

     

    
      	SECTION
              2.13.  	
              Defaulted
                Interest.

            


    

     

    If
      the
      Issuers default on a payment of interest on the Notes, it shall pay the
      defaulted interest, plus (to the extent permitted by law) any interest payable
      on the defaulted interest, in accordance with the terms hereof, to the Persons
      who are Noteholders on a subsequent special record date, which date shall be
      at
      least five Business Days prior to the payment date. The Issuers shall fix such
      special record date and payment date in a manner satisfactory to the Trustee.
      At
      least 10 days before such special record date, the Issuers shall mail to each
      Noteholder a notice that states the special record date, the payment date and
      the amount of defaulted interest, and interest payable on defaulted interest,
      if
      any, to be paid. The Issuers may make payment of any defaulted interest in
      any
      other lawful manner not inconsistent with the requirements (if applicable)
      of
      any securities exchange on which the Notes may be listed and, upon such notice
      as may be required by such exchange, if, after written notice given by the
      Issuers to the Trustee of the proposed payment pursuant to this sentence, such
      manner of payment shall be deemed practicable by the Trustee.

     

    
      	SECTION
              2.14.  	
              CUSIP
                Number.

            


    

     

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

     

    
      	SECTION
              2.15.  	
              Deposit
                of Moneys.

            


    

     

    Prior
      to
      10:00 a.m., New York City time, on each Interest Payment Date and Maturity
      Date,
      the Issuers shall have deposited with the Paying Agent in immediately available
      funds money sufficient to make cash payments, if any, due on such Interest
      Payment Date or Maturity Date, as the case may be, in a timely manner which
      permits the Trustee to remit payment to the Holders on such Interest Payment
      Date or Maturity Date, as the case may be. The principal and interest on Global
      Notes shall be payable to the Depository or its nominee, as the case may be,
      as
      the sole registered owner and the sole Holder of the Global Notes represented
      thereby. The principal and interest on Physical Notes shall be payable, at
      the
      Issuers’ option, either in person at the office of the Paying Agent or by check
      mailed to the Noteholder at the address indicated on the register maintained
      by
      the Registrar for the Notes.

     

    
      
        33

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              2.16.  	
              Book-Entry
                Provisions for Global Notes.

            


    

     

    (a)  Rule
      144A
      Notes and Other Notes shall be initially represented by one or more Notes in
      registered, global form without interest coupons (collectively, the
“Restricted
      Global Note”).
      Regulation S Notes initially shall be represented by one or more Notes in
      registered, global form without interest coupons (collectively, the
“Regulation
      S Global Note,”
      and,
      together with the Restricted Global Note and any other global notes representing
      Notes, the “Global
      Notes”).
      The
      Global Notes shall bear legends as set forth in Exhibit
      D.
      The
      Global Notes initially shall (i) be registered in the name of the Depository
      or
      the nominee of such Depository, in each case for credit to an account of an
      Agent Member (or, in the case of the Regulation S Global Notes, of Euroclear
      System (“Euroclear”)
      and
      Clearstream Banking Luxembourg (“Clearstream”)),
      (ii)
      be delivered to the Trustee as custodian for such Depository and (iii) bear
      legends as set forth in Exhibit
      B
      with
      respect to Restricted Global Notes and Exhibit
      C
      with
      respect to Regulation S Global Notes.

     

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

     

    (b)  Transfers
      of Global Notes shall be limited to transfer in whole, but not in part, to
      the
      Depository, its successors or their respective nominees. Interests of beneficial
      owners in the Global Notes may be transferred or exchanged for Physical Notes
      in
      accordance with the rules and procedures of the Depository and the provisions
      of
      Section 2.17. In addition, a Global Note shall be exchangeable for Physical
      Notes if (i) the Depository (x) notifies the Company that it is unwilling or
      unable to continue as depository for such Global Note or (y) has ceased to
      be a
      clearing agency registered under the Exchange Act, and in either case the
      Company thereupon fails to appoint a successor depository; or (ii) the Company,
      at its option, notify the Trustee in writing that they elect to cause the
      issuance of such Physical Notes; or (iii) there shall have occurred and be
      continuing an Event of Default with respect to the Notes. In all cases, Physical
      Notes delivered in exchange for any Global Note or beneficial interests therein
      shall be registered in the names, and issued in any approved denominations,
      requested by or on behalf of the Depository (in accordance with its customary
      procedures).

     

    (c)  In
      connection with any transfer or exchange of a portion of the beneficial interest
      in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar
      shall (if one or more Physical Notes are to be issued) reflect on its books
      and
      records the date and a decrease in the principal amount of the Global Note
      in an
      amount equal to the principal amount of the beneficial interest in the Global
      Note to be transferred, and the Issuers shall execute, and the Trustee shall
      upon receipt of a written order from the Issuers authenticate and make available
      for delivery, one or more Physical Notes of like tenor and amount.

     

    
      
        34

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  In
      connection with the transfer of Global Notes as an entirety to beneficial owners
      pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered
      to
      the Trustee for cancellation, and the Issuers shall execute, and the Trustee
      shall authenticate and deliver, to each beneficial owner identified by the
      Depository in writing in exchange for its beneficial interest in the Global
      Notes, an equal aggregate principal amount of Physical Notes of authorized
      denominations.

     

    (e)  Any
      Physical Note constituting a Restricted Note delivered in exchange for an
      interest in a Global Note pursuant to paragraph
      (b),
      (c)
      or
(d)
      of this
      Section 2.16 shall, except as otherwise provided by paragraphs
      (a)(i)(x)
      and
(c)
      of
Section
      2.17,
      bear
      the Private Placement Legend or, in the case of the Regulation S Global Note,
      the legend set forth in Exhibit
      C,
      in each
      case, unless the Issuers determine otherwise in compliance with applicable
      law.

     

    (f)  On
      or
      prior to the 40th day after the later of the commencement of the offering of
      the
      Notes represented by the Regulation S Global Note and the issue date of such
      Notes (such period through and including such 40th day, the “Restricted
      Period”),
      a
      beneficial interest in a Regulation S Global Note may be transferred to a Person
      who takes delivery in the form of an interest in the corresponding Restricted
      Global Note only upon receipt by the Trustee of a written certification from
      the
      transferor to the effect that such transfer is being made (i)(a) to a Person
      that the transferor reasonably believes is a Qualified Institutional Buyer
      in a
      transaction meeting the requirements of Rule 144A or (b) pursuant to another
      exemption from the registration requirements under the Securities Act which
      is
      accompanied by an Opinion of Counsel regarding the availability of such
      exemption and (ii) in accordance with all applicable securities laws of any
      state of the United States or any other jurisdiction.

     

    (g)  Beneficial
      interests in the Restricted Global Note may be transferred to a Person who
      takes
      delivery in the form of an interest in the Regulation S Global Note, whether
      before or after the expiration of the Restricted Period, only if the transferor
      first delivers to the Trustee a written certificate to the effect that such
      transfer is being made in accordance with Regulation S or Rule 144 (if
      available) and that, if such transfer occurs prior to the expiration of the
      Restricted Period, the interest transferred will be held immediately thereafter
      through Euroclear or Clearstream.

     

    (h)  Any
      beneficial interest in one of the Global Notes that is transferred to a Person
      who takes delivery in the form of an interest in another Global Note shall,
      upon
      transfer, cease to be an interest in such Global Note and become an interest
      in
      such other Global Note and, accordingly, shall thereafter be subject to all
      transfer restrictions and other procedures applicable to beneficial interests
      in
      such other Global Note for as long as it remains such an interest.

     

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

     

    
      
        35

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              2.17.  	
              Special
                Transfer Provisions.

            


    

     

    (a)  Transfers
      to Non-QIB Institutional Accredited Investors and Non-U.S.
      Persons.
      The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a Note constituting a Restricted Note to any Institutional
      Accredited Investor which is not a QIB or to any Non-U.S. Person:

     

    (i) the
      Registrar shall register the transfer of any Note constituting a Restricted
      Note, whether or not such Note bears the Private Placement Legend, if (x) the
      requested transfer is after the second anniversary of the date of original
      issuance thereof or such other date as such Note shall be freely transferable
      under Rule 144 as certified in an Officers’ Certificate or (y) (1) in the case
      of a transfer to an Institutional Accredited Investor which is not a QIB
      (excluding Non-U.S. Persons), the proposed transferee has delivered to the
      Registrar a certificate substantially in the form of Exhibit
      E
      hereto
      or (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the
      proposed transferor has delivered to the Registrar a certificate substantially
      in the form of Exhibit
      F
      hereto;
provided,
      that in
      the case of any transfer of a Note bearing the Private Placement Legend for
      a
      Note not bearing the Private Placement Legend, the Registrar has received an
      Officers’ Certificate authorizing such transfer; and

     

    (ii)
       if
      the
      proposed transferor is an Agent Member holding a beneficial interest in a Global
      Note, upon receipt by the Registrar of (x) the certificate, if any, required
      by
      paragraph (i) above and (y) instructions given in accordance with the
      Depository’s and the Registrar’s procedures,

     

    whereupon
      (a) the Registrar shall reflect on its books and records the date and (if the
      transfer does not involve a transfer of outstanding Physical Notes) a decrease
      in the principal amount of a Global Note in an amount equal to the principal
      amount of the beneficial interest in a Global Note to be transferred, and (b)
      the Registrar shall reflect on its books and records the date and an increase
      in
      the principal amount of a Global Note in an amount equal to the principal amount
      of the beneficial interest in the Global Note transferred or the Issuers shall
      execute and the Trustee shall authenticate and make available for delivery
      one
      or more Physical Notes of like tenor and amount.

     

    (b)  Transfers
      to QIBs.
      The
      following provisions shall apply with respect to the registration or any
      proposed registration of transfer of a Note constituting a Restricted Note
      to a
      QIB (excluding transfers to Non-U.S. Persons):

     

    (i) the
      Registrar shall register the transfer if such transfer is being made by a
      proposed transferor who has checked the box provided for on such Holder’s Note
      stating, or to a transferee who has advised the Issuers and the Registrar in
      writing, that the transferee is purchasing the Note for its own account or
      an
      account with respect to which it exercises sole investment discretion and that
      it and any such account is a QIB within the meaning of Rule 144A, and is aware
      that the sale to it is being made in reliance on Rule 144A and acknowledges
      that
      it has received such information regarding the Issuers as it has requested
      pursuant to Rule 144A or has determined not to request such information and
      that
      it is aware that the transferor is relying upon its foregoing representations
      in
      order to claim the exemption from registration provided by Rule 144A;
      and

     

    
      
        36

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) if
      the
      proposed transferee is an Agent Member, and the Notes to be transferred consist
      of Physical Notes which after transfer are to be evidenced by an interest in
      the
      Global Note, upon receipt by the Registrar of instructions given in accordance
      with the Depository’s and the Registrar’s procedures, the Registrar shall
      reflect on its books and records the date and an increase in the principal
      amount of the Global Note in an amount equal to the principal amount of the
      Physical Notes to be transferred, and the Trustee shall cancel the Physical
      Notes so transferred.

     

    (c)  Private
      Placement Legend.
      Upon
      the registration of transfer, exchange or replacement of Notes not bearing
      the
      Private Placement Legend, the Registrar shall deliver Notes that do not bear
      the
      Private Placement Legend. Upon the registration of transfer, exchange or
      replacement of Notes bearing the Private Placement Legend, the Registrar shall
      deliver only Notes that bear the Private Placement Legend unless (i) it has
      received the Officers’ Certificate required by paragraph (a)(i) of this Section
      2.17, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably
      satisfactory to the Issuers and the Trustee to the effect that neither such
      legend nor the related restrictions on transfer are required in order to
      maintain compliance with the provisions of the Securities Act or (iii) such
      Note
      has been sold pursuant to an effective registration statement under the
      Securities Act and the Registrar has received an Officers’ Certificate from the
      Issuers to such effect.

     

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

     

    The
      Registrar shall retain for a period of two years copies of all letters, notices
      and other written communications received pursuant to Section 2.16 or this
      Section 2.17. The Issuers shall have the right to inspect and make copies of
      all
      such letters, notices or other written communications at any reasonable time
      upon the giving of reasonable notice to the Registrar.

     

    
      	SECTION
              2.18.  	
              Computation
                of Interest.

            


    

     

    Interest
      on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
      months and actual days elapsed.

     

    ARTICLE
      THREE  

     

    


     

    REDEMPTION

     

    
      	SECTION
              3.01.  	
              Election
                To Redeem; Notices to Trustee.

            


    

     

    If
      the
      Issuers elect to redeem Notes pursuant to paragraph 5 of the Notes, at least
      35
      days prior to the Redemption Date (unless a shorter notice shall be agreed
      to in
      writing by the Trustee) but not more than 65 days before the Redemption Date,
      the Issuers shall notify the Trustee in writing of the Redemption Date, the
      principal amount of Notes to be redeemed and the redemption price, and deliver
      to the Trustee an Officers’ Certificate stating that such redemption will comply
      with the conditions contained in paragraph 5 of the Notes. Notice given to
      the
      Trustee pursuant to this Section 3.01 may not be revoked after the time that
      notice is given to Noteholders pursuant to Section 3.03.

     

    
      
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      	SECTION
              3.02.  	
              Selection
                by Trustee of Notes To Be Redeemed.

            


    

     

    In
      the
      event that fewer than all of the Notes are to be redeemed, the Trustee shall
      select the Notes to be redeemed, if the Notes are listed on a national
      securities exchange, in accordance with the rules of the principal national
      securities exchange on which the Notes are listed, if the Notes are not so
      listed, either on a pro rata
      basis or
      by lot, or such other method as the Trustee shall deem fair and appropriate;
      provided
      that,
      in
      the case of such redemption with the proceeds of a Qualified Equity Offering,
      the Trustee will select the Notes only on a pro
      rata basis
      or
      on as nearly a pro
      rata basis
      as
      is practicable (subject to procedures of the Depositary). The Trustee shall
      promptly notify the Issuers of the Notes selected for redemption and, in the
      case of any Notes selected for partial redemption, the principal amount thereof
      to be redeemed. The Trustee may select for redemption portions of the principal
      of the Notes that have denominations larger than $1,000. Notes and portions
      thereof the Trustee selects shall be redeemed in amounts of $1,000 or whole
      multiples of $1,000. No Notes of $1,000 or less may be redeemed in part. For
      all
      purposes of this Indenture unless the context otherwise requires, provisions
      of
      this Indenture that apply to Notes called for redemption also apply to portions
      of Notes called for redemption.

    


    
      	SECTION
              3.03.  	
              Notice
                of Redemption.

            


    

     

    At
      least
      30 days, and no more than 60 days, before a Redemption Date, the Issuers shall
      mail, or cause to be mailed, a notice of redemption by first-class mail to
      each
      Holder of Notes to be redeemed at his or her last address as the same appears
      on
      the registry books maintained by the Registrar pursuant to Section
      2.04.

     

    The
      notice shall identify the Notes to be redeemed (including the CUSIP numbers
      thereof) and shall state:

     

    (1)  the
      Redemption Date;

     

    (2)  the
      redemption price and the amount of premium and accrued interest to be
      paid;

     

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

     

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

     

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

     

    
      
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    (6)  that
      unless the Issuers default in making the redemption payment, interest on Notes
      called for redemption ceases to accrue on and after the Redemption Date;
      and

     

    (7)  the
      aggregate principal amount of Notes that are being redeemed.

     

    At
      the
      Issuers’ written request made at least five Business Days prior to the date on
      which notice is to be given (unless a shorter period shall have been agreed
      in
      writing by the Trustee), the Trustee shall give the notice of redemption in
      the
      Issuers’ name and at the Issuers’ sole expense.

     

    
      	SECTION
              3.04.  	
              Effect
                of Notice of Redemption.

            


    

     

    Once
      the
      notice of redemption described in Section 3.03 is mailed, Notes called for
      redemption become due and payable on the Redemption Date and at the redemption
      price, including any premium, plus interest accrued to the Redemption Date.
      Upon
      surrender to the Paying Agent, such Notes shall be paid at the redemption price,
      including any premium, plus interest accrued to the Redemption Date;
provided,
      that if
      the Redemption Date is after a regular record date and on or prior to the
      Interest Payment Date, the accrued interest shall be payable to the Holder
      of
      the redeemed Notes registered on the relevant record date; and provided,
      further,
      that if
      a Redemption Date is a Legal Holiday, payment shall be made on the next
      succeeding Business Day and no interest shall accrue for the period from such
      Redemption Date to such succeeding Business Day.

     

    
      	SECTION
              3.05.  	
              Deposit
                of Redemption Price.

            


    

     

    On
      or
      prior to 10:00 A.M., New York City time, on each Redemption Date, the Issuers
      shall deposit with the Paying Agent in immediately available funds money
      sufficient to pay the redemption price of, including premium, if any, and
      accrued interest on all Notes to be redeemed on that date other than Notes
      or
      portions thereof called for redemption on that date which have been delivered
      by
      the Issuers to the Trustee for cancellation.

     

    On
      and
      after any Redemption Date, if money sufficient to pay the redemption price
      of,
      including premium, if any, and accrued interest on Notes called for redemption
      shall have been made available in accordance with the preceding paragraph,
      the
      Notes called for redemption will cease to accrue interest and the only right
      of
      the Holders of such Notes will be to receive payment of the redemption price
      of
      and, subject to the first proviso in Section 3.04, accrued and unpaid interest
      on such Notes to the Redemption Date. If any Note surrendered for redemption
      shall not be so paid, interest will be paid, from the Redemption Date until
      such
      redemption payment is made, on the unpaid principal of the Note and any interest
      not paid on such unpaid principal, in each case at the rate and in the manner
      provided in the Notes.

     

    
      	SECTION
              3.06.  	
              Notes
                Redeemed in Part.

            


    

     

    Upon
      surrender of a Note that is redeemed in part, the Trustee shall authenticate
      for
      the Holder thereof a new Note equal in principal amount to the unredeemed
      portion of the Note surrendered.

     

    
      
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    ARTICLE
      FOUR  

     

    


     

    COVENANTS

     

    
      	SECTION
              4.01.  	
              Payment
                of Notes.

            


    

     

    The
      Issuers shall pay the principal of and interest on the Notes on the dates and
      in
      the manner provided in the Notes and this Indenture. An installment of principal
      or interest shall be considered paid on the date it is due if the Trustee or
      Paying Agent holds on that date money designated for and sufficient to pay
      such
      installment.

     

    The
      Issuers shall pay interest on overdue principal (including post-petition
      interest in a proceeding under any Bankruptcy Law), and overdue interest, to
      the
      extent lawful, at the rate specified in the Notes.

     

    
      	SECTION
              4.02.  	
              Maintenance
                of Office or Agency.

            


    

     

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

     

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

     

    (c)  The
      Issuers hereby designate the Corporate Trust Office of the Trustee as one such
      office or agency of the Issuers in accordance with Section 2.04.

     

    
      	SECTION
              4.03.  	
              Legal
                Existence.

            


    

     

    Subject
      to Article Five, the Issuers shall do or cause to be done all things necessary
      to preserve and keep in full force and effect (i) their respective legal
      existences, and the corporate, partnership or other existence of each Subsidiary
      of the Company, in accordance with the respective organizational documents
      (as
      the same may be amended from time to time) of each Subsidiary of the Company
      and
      the material rights (charter and statutory), licenses and franchises of the
      Issuers and their Subsidiaries; provided,
      that
      the Company shall not be required to preserve any such right, license or
      franchise, or the corporate, partnership or other existence of any of its
      Subsidiaries if the Board of Directors of the Company shall determine that
      the
      preservation thereof is no longer desirable in the conduct of the business
      of
      the Company and its Subsidiaries taken as a whole, and that the loss thereof
      is
      not adverse in any material respect to the Holders.

     

    
      
        40

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              4.04.  	
              Maintenance
                of Properties; Insurance;

            


    

     

    Compliance
      with Law

     

    (a)  The
      Company shall, and shall cause each of its Subsidiaries to, at all times cause
      all material properties used or useful in the conduct of their respective
      businesses to be maintained and kept in good condition, repair and working
      order
      (reasonable wear and tear excepted) and supplied with all necessary equipment,
      and shall cause to be made all necessary repairs, renewals, replacements,
      betterments and improvements thereto.

     

    (b)  The
      Company shall maintain, and shall cause to be maintained for each of its
      Subsidiaries, insurance covering such risks as are usually and customarily
      insured against by corporations similarly situated, in such amounts as shall
      be
      customary for corporations similarly situated and with such deductibles and
      by
      such methods as shall be customary and reasonably consistent with past
      practice.

     

    (c)  The
      Company shall, and shall cause Parent and each of its Subsidiaries to, comply
      with all statutes, laws, ordinances or government rules and regulations to
      which
      they are subject, noncompliance with which would materially adversely affect
      the
      business, prospects, earnings, properties, assets or financial condition of
      Parent and its Subsidiaries taken as a whole.

     

    
      	SECTION
              4.05.  	
              Waiver
                of Stay, Extension or Usury Laws.

            


    

     

    Each
      of
      the Issuers and each of the Guarantors covenants (to the extent that it may
      lawfully do so) that it shall not at any time insist upon, or plead (as a
      defense or otherwise) or in any manner whatsoever claim or take the benefit
      or
      advantage of, any stay or extension law or any usury law or other law which
      would prohibit or forgive any of the Issuers and the Guarantors from paying
      all
      or any portion of the principal of, premium, if any, and/or interest on the
      Notes as contemplated herein, wherever enacted, now or at any time hereafter
      in
      force, or which may affect the covenants or the performance of this Indenture;
      and (to the extent that they may lawfully do so) each of the Issuers and the
      Guarantors hereby expressly waives all benefit or advantage of any such law,
      and
      covenants that it will not hinder, delay or impede the execution of any power
      herein granted to the Trustee, but will suffer and permit the execution of
      every
      such power as though no such law had been enacted.

     

    
      	SECTION
              4.06.  	
              Compliance
                Certificate.

            


    

     

    (a)  The
      Issuers shall deliver to the Trustee, within 90 days after the end of each
      fiscal year, an Officers’ Certificate stating that a review of the activities of
      the Company and its Subsidiaries during such fiscal year has been made under
      the
      supervision of the signing Officers with a view to determining whether the
      Issuers and the Guarantors have kept, observed, performed and fulfilled their
      obligations under this Indenture, and further stating, as to each such Officer
      signing such certificate, that to the best of his or her knowledge, the Issuers
      and the Guarantors have kept, observed, performed and fulfilled each and every
      covenant contained in this Indenture and are not in default in the performance
      or observance of any of the terms, provisions and conditions hereof (or, if
      a
      Default shall have occurred, describing all such Defaults of which he or she
      may
      have knowledge and what action they are taking or propose to take with respect
      thereto) and that to the best of his or her knowledge no event has occurred
      and
      remains in existence by reason of which payments on account of the principal
      of
      or interest, if any, on the Notes is prohibited or if such event has occurred,
      a
      description of the event and what action the Issuers and the Guarantors are
      taking or propose to take with respect thereto.

     

    
      
        41

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  The
      Company will deliver to the Trustee, within 30 days after the occurrence
      thereof, an Officers’ Certificate detailing any Default of which it is aware,
      its status and what action the Company is taking or proposes to take with
      respect to such Default.

     

    (c)  The
      Issuers’ fiscal years currently end on the Sunday closest to January 31. The
      Issuers will provide written notice to the Trustee of any change in their
      respective fiscal years.

     

    
      	SECTION
              4.07.  	
              Taxes.

            


    

     

    The
      Issuers and the Guarantors shall, and shall cause each of their respective
      Subsidiaries to, pay prior to delinquency all material taxes, assessments,
      and
      governmental levies except as contested in good faith and by appropriate
      proceedings.

     

    
      	SECTION
              4.08.  	
              Repurchase
                at the Option of Holders upon
                Change

            


    

     

    of
      Control         

     

    (a)  If
      a
      Change of Control occurs, each Holder of Notes will have the right to require
      the Company to purchase all or any part (equal to $1,000 or an integral multiple
      thereof) of that Holder’s Notes pursuant to the offer described below (the
“Change
      of Control Offer”)
      and
      the other procedures required by this Indenture. In the Change of Control Offer,
      the Company will offer a payment (the “Change
      of Control Payment”)
      in
      cash equal to 101% of the aggregate principal amount of the Notes purchased
      plus
      accrued and unpaid interest on such Notes, if any, to the date of purchase
      (the
“Change
      of Control Payment Date”).

     

    (b)  Within
      30
      days following the date on which a Change of Control occurs, the Company shall
      send, by first class mail, postage prepaid, a notice to each Holder of Notes
      at
      its last registered address and the Trustee, which notice shall govern the
      terms
      of the Change of Control Offer. The notice to the Holders shall contain all
      instructions and materials necessary to enable such Holders to tender Notes
      pursuant to the Change of Control Offer. Such notice shall state:

     

    
      	(1)  	
              that
                the Change of Control Offer is being made pursuant to this Section
                4.08
                and that all Notes validly tendered and not withdrawn will be accepted
                for
                payment;

            


    

     

    
      	(2)  	
              the
                Change of Control Payment and the Change of Control Payment Date
                (which
                shall be no earlier than 30 days nor later than 60 days from the
                date such
                notice is mailed, other than as may be required by
                law);

            


    

     

    
      	(3)  	
              that
                any Note not tendered will continue to accrue
                interest;

            


    

     

    
      
        42

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(4)  	
              that,
                unless the Company defaults in making payment therefor, any Note
                accepted
                for payment pursuant to the Change of Control Offer shall cease to
                accrue
                interest after the Change of Control Payment
                Date;

            


    

     

    
      	(5)  	
              that
                Holders electing to have a Note purchased pursuant to a Change of
                Control
                Offer will be required to surrender the Note, with the form entitled
                “Option of Holder to Elect Purchase” on the reverse of the Note completed,
                to the Paying Agent and Registrar for the Notes at the address specified
                in the notice prior to the close of business on the third Business
                Day
                prior to the Change of Control Payment
                Date;

            


    

     

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

            


    

     

    
      	(7)  	
              that
                Holders whose Notes are purchased only in part will be issued new
                Notes in
                a principal amount equal to the unpurchased portion of the Notes
                surrendered; provided,
                however,
                that each Note purchased and each new Note issued shall be in a principal
                amount of $1,000 or integral multiples thereof;
                and

            


    

     

    
      	(8)  	
              the
                circumstances and relevant facts regarding such Change of
                Control.

            


    

     

    (c)  On
      the
      Change of Control Payment Date, the Company will, to the extent lawful: (x)
      accept for payment all Notes or portions of Notes (in integral multiples of
      $1,000) properly tendered in the Change of Control Offer; (y) deposit with
      the
      Paying Agent an amount equal to the Change of Control Payment for all Notes
      or
      portions of Notes tendered; and (z) deliver or cause to be delivered to the
      Trustee the Notes so accepted together with an Officers’ Certificate stating the
      aggregate principal amount of Notes or portions of Notes being purchased by
      the
      Company.

     

    (d)  The
      Paying Agent will promptly mail to each Holder of Notes tendered the Change
      of
      Control Payment for them, and the Trustee will promptly authenticate and mail
      (or cause to be transferred by book entry) to each Holder a new Note equal
      in
      principal amount to any unpurchased portion of the Notes surrendered, if any.
      Each such new Note will be in a principal amount of $1,000 or an integral
      multiple of $1,000.

     

    (e)  Notwithstanding
      the foregoing, the Company will not be required to make a Change of Control
      Offer, as provided above, if, in connection with or in contemplation of any
      Change of Control, it or a third party has made an offer to purchase (an
“Alternate
      Offer”)
      any
      and all Notes validly tendered at a cash price equal to or higher than the
      Change of Control Payment (including by making a Change of Control Offer prior
      to the anticipated completion of a Change of Control) and has purchased all
      Notes properly tendered in accordance with the terms of such Alternate Offer.
      The Alternate Offer must comply with all the other provisions applicable to
      the
      Change of Control Offer, shall remain, if commenced prior to the Change of
      Control, open for acceptance until the consummation of the Change of Control
      and
      must permit Holders to withdraw any tenders of Notes made into the Alternate
      Offer until the final expiration or consummation thereof.

     

    
      
        43

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  The
      Company will comply, or cause any third party making an Alternate Offer to
      comply, with the requirements of Rule 14e-1 under the Exchange Act and any
      other
      securities laws and regulations thereunder to the extent such laws and
      regulations are applicable in connection with the repurchase of Notes pursuant
      to a Change of Control Offer or an Alternate Offer. To the extent that the
      provisions of any securities laws or regulations conflict with the provisions
      of
      this Section
      4.08,
      the
      Company shall comply with the applicable securities laws and regulations and
      shall not be deemed to have breached its obligations under the provisions of
      this Section
      4.08
      by
      virtue thereof.

     

    
      	SECTION
              4.09.  	
              Limitation
                on Incurrence of Additional Indebtedness.

            


    

     

    (a)  The
      Company will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly, incur any Indebtedness other than Permitted Indebtedness.
      Notwithstanding the foregoing, the Company will not permit PCA Finance to incur
      any Indebtedness other than the Notes and guarantees or co-issuances of
      Indebtedness of the Company permitted under this Indenture.

     

    (b)  The
      Company will not, directly or indirectly, in any event incur any Indebtedness
      that purports to be by its terms (or by the terms of any agreement governing
      such Indebtedness) contractually subordinated in right of payment to any other
      Indebtedness of the Company unless such Indebtedness is also by its terms (or
      on
      the terms of any agreement governing such Indebtedness) contractually
      subordinated in right of payment to the Notes to the same extent and in the
      same
      manner as such Indebtedness is subordinated to such other Indebtedness of the
      Company.

     

    (c)  No
      Subsidiary Guarantor will, directly or indirectly, in any event incur any
      Indebtedness that purports to be by its terms (or by the terms of any agreement
      governing such Indebtedness) contractually subordinated in right of payment
      to
      any other Indebtedness of such Guarantor unless such Indebtedness is also by
      its
      terms (or on the terms of any agreement governing such Indebtedness)
      contractually subordinated in right of payment to the Guarantee of such
      Guarantor to the same extent and in the same manner as such Indebtedness is
      subordinated to such other Indebtedness of such Guarantor.

     

    (d)  Notwithstanding
      any other provision in this Section
      4.09,
      the
      maximum amount of Indebtedness that the Company or any Subsidiary of the Company
      may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
      as a
      result of fluctuations in the exchange rates of currencies. The outstanding
      principal amount of any particular Indebtedness shall be counted only once
      and
      any obligation arising under any guarantee, Lien, letter of credit or similar
      instrument supporting such Indebtedness shall be disregarded, so long as the
      obligor is permitted to incur such obligation. In the event that an item of
      Indebtedness meets the criteria of more than one of the categories of Permitted
      Indebtedness described in clauses
      (3)
      through
(15)
      of the
      definition of Permitted Indebtedness, the Company shall, in its sole discretion,
      classify such item of Indebtedness in any manner that complies with this
Section
      4.09
      (provided,
      that
      all Indebtedness outstanding under the Credit Agreement and the Letters of
      Credit Facility on the Issue Date shall be deemed to have been incurred pursuant
      to clause (3)
      and
clause
      (10),
      respectively, of the definition of Permitted Indebtedness) and may later
      reclassify such item into any one or more of the categories of Permitted
      Indebtedness described in clauses
      (3)
      through
(15)
      of the
      definition of Permitted Indebtedness (provided,
      that at
      the time of reclassification it meets the criteria in such category or
      categories).

     

    
      
        44

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              4.10.  	
              Limitation
                on Restricted Payments.

            


    

     

    The
      Company will not, and will not cause or permit any of its Subsidiaries to,
      directly or indirectly, make any Restricted Payment; provided
      that
      this provision does not prohibit 

     

    (1)  the
      payment of any dividend or distribution or the making of any loan or advance
      to
      Parent to enable Parent to pay its reasonable general administrative costs
      and
      expenses including, without limitation, in respect of franchise taxes and other
      fees required to maintain its existence and administrative, legal and accounting
      services provided by third parties, in an aggregate amount not to exceed
      $250,000 per fiscal year; or

     

    (2)  Tax
      Distributions.

     

    
      	SECTION
              4.11.  	
              Limitation
                on Liens.

            


    

     

    The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, incur or permit or suffer to exist any Lien (other than Permitted
      Liens) of any nature whatsoever on any assets of the Company or any of its
      Subsidiaries (including Capital Stock of a Subsidiary of the Company), whether
      owned at the Issue Date or thereafter acquired, or any proceeds therefrom,
      or
      assign or otherwise convey any right to receive income or profits
      therefrom.

     

    
      	SECTION
              4.12.  	
              Limitation
                on Asset Sales.

            


    

     

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

     

    
      	(1)  	
              except
                with respect to an Event of Loss, the Company or the applicable Subsidiary
                of the Company receives consideration at the time of such Asset Sale
                at
                least equal to the fair market value of the assets that are sold
                or
                otherwise disposed of, as reasonably determined in good faith by
                the
                Company’s Board of Directors; and

            


    

     

    
      	(2)  	
              except
                with respect to an Event of Loss, at least 75% of the consideration
                received by the Company or the applicable Subsidiary of the Company
                from
                the Asset Sale is in the form of cash or Cash Equivalents, Replacement
                Assets or a combination of the foregoing, and is received at the
                time of
                the Asset Sale.

            


    

     

    
      
        45

      

      
        
        

        
          

        

      

      
        
        

      

    

    For
      the
      purposes of clause
      (2)
      above,
      (a) the amount of any Indebtedness shown on the most recent applicable balance
      sheet of the Company or the applicable Subsidiary of the Company, other than
      Indebtedness that is by its terms subordinated in right of payment to the Notes
      or the Guarantees, that is assumed by the Transferee of any such assets, and
      (b)
      any notes or other obligations received by the Company or the applicable
      Subsidiary of the Company from such transferee or purchaser that are converted
      by the Company or such Subsidiary of the Company into cash or Cash Equivalents
      within 60 days after receipt (to the extent of any cash or Cash Equivalents
      received in that conversion), will be deemed to be cash received at the time
      of
      the Asset Sale.

     

    (b)  Additionally,
      the Company or such Subsidiary of the Company, as the case may be, may apply
      the
      Net Cash Proceeds from each Asset Sale to:

     

    
      	(1)  	
              repay
                obligations under the Credit Agreement or the Letters of Credit
                Facility;

            


    

     

    
      	(2)  	
              repay
                any Indebtedness (other than any Indebtedness that is subordinated
                in
                right of payment to the Notes or any Guarantee) that was secured
                by the
                assets sold in such Asset Sale;

            


    

     

    
      	(3)  	
              make
                an investment in or expenditures for assets (excluding securities
                other
                than Capital Stock of any Person that (A) becomes a Subsidiary of
                the
                Company or (B) is merged, consolidated or amalgamated with or into,
                or
                Transfers all or substantially all of its assets to, or is liquidated
                into
                the Company or any of its Subsidiaries) that replace the assets that
                were
                the subject of the Asset Sale or in assets (excluding securities
                other
                than Capital Stock of any Person that (A) becomes a Subsidiary of
                the
                Company or (B) is merged, consolidated or amalgamated with or into,
                or
                Transfers all or substantially all of its assets to, or is liquidated
                into
                the Company or any of its Subsidiaries) that will be used in the
                Permitted
                Business (“Replacement
                Assets”);
                or 

            


    

     

    
      	(4)  	
              purchase
                Notes (through open market purchases, privately negotiated transactions
                or
                otherwise) or redeem Notes as permitted under Paragraph 5 of the
                Notes.

            


    

     

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

     

    (c)  Any
      Net
      Cash Proceeds that the Company does not apply, or decides not to apply, in
      accordance with Section 4.12(b) will constitute a “Net
      Proceeds Offer Amount.”
      The
      366th day after an Asset Sale or any earlier date on which the Board of
      Directors of the Company determines not to apply the Net Cash Proceeds in
      accordance with the preceding paragraph is a “Net
      Proceeds Offer Trigger Date.”
      When
      the aggregate Net Proceeds Offer Amount is equal to or exceeds $5.0 million,
      the
      Company must make an offer to purchase (the “Net
      Proceeds Offer”)
      on a
      date that is not less than 30 nor more than 45 days following the applicable
      Net
      Proceeds Offer Trigger Date, from all Holders of Notes on a pro rata
      basis,
      the maximum principal amount of Notes that may be purchased with the Net
      Proceeds Offer Amount; provided
      that the
      Company may, at its option, make such Net Proceeds Offer at any time prior
      to
      the applicable Net Proceeds Offer Trigger Date. The offer price for Notes in
      any
      Net Proceeds Offer will be equal to 100% of the principal amount of the Notes
      to
      be purchased, plus any accrued and unpaid interest on such Notes, if any, to
      the
      date of purchase.

     

    
      
        46

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  The
      following events will be deemed to constitute an Asset Sale and the Net Cash
      Proceeds from such Asset Sale must be applied in accordance with this Section
      4.12:

     

    
      	(1)  	
              in
                the event any non-cash consideration received by the Company or any
                of its
                Subsidiaries in connection with any Asset Sale is converted into
                or sold
                or otherwise disposed of for cash,
                or

            


    

     

    
      	(2)  	
              in
                the event of the Transfer of substantially all, but not all, of the
                assets
                of the Company and its Subsidiaries as an entirety to a Person in
                a
                transaction permitted under Section 5.01, and as a result thereof
                the
                Company is no longer an obligor on the Notes, the successor corporation
                shall be deemed for purposes of this Section 4.12 to have sold the
                assets
                of the Company and its Subsidiaries not so Transferred, and shall
                comply
                with the provisions of this Section 4.12 with respect to such deemed
                sale
                as if it were an Asset Sale. In addition, the fair market value of
                such
                assets of the Company or its Subsidiaries deemed to be sold shall
                be
                deemed to be Net Cash Proceeds for purposes of this Section
                4.12.

            


    

     

    (e)  The
      Company shall mail a notice of a Net Proceeds Offer by first class mail, postage
      prepaid, to the record Holders as shown on the register of Holders within 30
      days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee,
      containing all instructions and materials necessary to enable such Holders
      to
      tender Notes pursuant to the Net Proceeds Offer and shall state the following
      terms:

     

    
      	(1)  	
              that
                the Net Proceeds Offer is being made pursuant to this Section 4.12,
                that
                all Notes tendered will be accepted for payment; provided,
                however,
                that if the aggregate principal amount of Notes tendered in a Net
                Proceeds
                Offer plus accrued interest at the expiration of such offer exceeds
                the
                Net Proceeds Offer Amount, the Company shall select on a pro rata
                basis, the Notes to be purchased (with such adjustments as may be
                deemed
                appropriate by the Company so that only Notes in denominations of
                $1,000,
                as applicable, or multiples thereof shall be purchased), and that
                the Net
                Proceeds Offer shall remain open for a period of 20 business days
                or such
                longer period as may be required by
                law;

            


    

     

    
      	(2)  	
              the
                offer price (including the amount of accrued interest) and the Net
                Proceeds Offer date of payment (“Net
                Proceeds Offer Payment Date”),
                which shall be not less than 30 nor more than 45 days following the
                applicable Net Proceeds Offer Trigger Date and which shall be at
                least
                five business days after the Trustee receives notice thereof from
                the
                Company;

            


    

     

    
      
        47

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(3)  	
              that
                any Note not tendered will continue to accrue
                interest;

            


    

     

    
      	(4)  	
              that,
                unless the Company defaults in making payment therefor, any Note
                accepted
                for payment pursuant to the Net Proceeds Offer shall cease to accrue
                interest after the Net Proceeds Offer Payment
                Date;

            


    

     

    
      	(5)  	
              that
                Holders electing to have a Note purchased pursuant to a Net Proceeds
                Offer
                will be required to surrender such Note, with the form entitled “Option of
                Holder to Elect Purchase” on the reverse of the Note completed, to the
                Paying Agent at the address specified in the notice prior to the
                close of
                business on the business day prior to the Net Proceeds Offer Payment
                Date;

            


    

     

    
      	(6)  	
              that
                Holders will be entitled to withdraw their election if the Paying
                Agent
                receives, not later than the second business day prior to the Net
                Proceeds
                Offer Payment Date, a telegram, telex, facsimile transmission or
                letter
                setting forth the name of such Holder, the principal amount of the
                Notes
                such Holder delivered for purchase and a statement that such Holder
                is
                withdrawing his election to have such Note purchased;
                and

            


    

     

    
      	(7)  	
              that
                Holders whose Notes are purchased only in part will be issued new
                Notes in
                a principal amount equal to the unpurchased portion of the Note
                surrendered;
                provided,
                however,
                that each Note purchased and each new Note issued shall be in an
                original
                principal amount of $1,000 or integral multiples
                thereof.

            


    

     

    (f)  On
      or
      before the Net Proceeds Offer Payment Date, the Company shall (1) accept for
      payment Notes or portions thereof (in integral multiples of $1,000) validly
      tendered pursuant to the Net Proceeds Offer, (2) deposit with the Paying Agent
      in accordance with Section 2.15 U.S. Dollars sufficient to pay the purchase
      price plus accrued and unpaid interest, if any, of all Notes to be purchased
      and
      (3) deliver to the Trustee Notes so accepted together with an Officers’
      Certificate stating the Notes or portions thereof being purchased by the
      Company. Upon receipt by the Paying Agent of the monies specified in
clause
      (b)
      above
      and a copy of the Officers’ Certificate specified in clause
      (3)
      above,
      the Paying Agent shall promptly mail to the Holders of Notes so accepted payment
      in an amount equal to the purchase price plus accrued and unpaid interest,
      if
      any, out of the funds deposited with the Paying Agent in accordance with the
      preceding sentence. The Trustee shall promptly authenticate and mail to such
      Holders new Notes equal in principal amount to any unpurchased portion of the
      Notes surrendered. Upon the payment of the purchase price for the Notes accepted
      for purchase, the Trustee shall return the Notes purchased to the Company for
      cancellation. Any monies remaining after the purchase of Notes pursuant to
      a Net
      Proceeds Offer shall be returned within three business days by the Trustee
      to
      the Company except with respect to monies owed as obligations to the Trustee
      pursuant to Article Seven. For purposes of this Section 4.12, the Trustee shall
      act as the Paying Agent.

     

    
      
        48

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)  To
      the
      extent the amount of Notes tendered pursuant to any Net Proceeds Offer is less
      than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the
      Company may use any remaining portion of such Net Cash Proceeds not required
      to
      fund the repurchase of tendered Notes for general corporate purposes and such
      Net Proceeds Offer Amount shall be reset to zero.

     

    (h)  The
      Company will comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations thereunder to the extent such
      laws
      and regulations are applicable in connection with the repurchase of Notes
      pursuant to a Net Proceeds Offer. To the extent that the provisions of any
      securities laws or regulations conflict with the provisions of this Section
      4.12, the Company shall comply with the applicable securities laws and
      regulations and shall not be deemed to have breached its obligations under
      the
      provisions of this Section 4.12 by virtue thereof.

     

    
      	SECTION
              4.13.  	
              Limitation
                on Dividend and Other Payment

            


    

     

    Restrictions
      Affecting
      Subsidiaries.            

     

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

     

    
      	(A)  	
              pay
                dividends or make any other distributions on or in respect of its
                Capital
                Stock to the Company or any other Subsidiary of the
                Company;

            


    

     

    
      	(B)  	
              make
                loans or advances or pay any Indebtedness or other obligations owed
                to the
                Company or any other Subsidiary of the Company;
                or

            


    

     

    
      	(C)  	
              Transfer
                any of its assets to the Company or any other Subsidiary of the
                Company,

            


    

     

    except
      for

     

    
      	(1)  	
              such
                encumbrances or restrictions existing under or by reason of applicable
                law;

            


    

     

    
      	(2)  	
              such
                encumbrances or restrictions under this Indenture and the
                Notes;

            


    

     

    
      	(3)  	
              customary
                provisions in any contract limiting the assignment of such
                contract;

            


    

     

    
      	(4)  	
              such
                encumbrances or restrictions under agreements existing at the time
                of
                acquisition of any Person or the assets of the Person so acquired
                by the
                Company or any of its Subsidiaries, which encumbrances or restrictions
                are
                not applicable to any Person, or the assets of any Person, other
                than the
                Person or the assets or Capital Stock of the Person so
                acquired;

            


    

     

    
      	(5)  	
              such
                encumbrances or restrictions under agreements existing on the Issue
                Date;

            


    

     

    
      
        49

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(6)  	
              restrictions
                imposed by any agreement to sell assets permitted under this Indenture
                relating to such assets pending the closing of such
                sale;

            


    

     

    
      	(7)  	
              Liens
                permitted under Section 4.11 to the extent such Liens restrict the
                Transfer of assets subject thereto;

            


    

     

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

            


    

     

    
      	(9)  	
              such
                encumbrances or restrictions under the Credit Agreement and the Letters
                of
                Credit Facility as in effect on the Issue
                Date;

            


    

     

    
      	(10)  	
              such
                encumbrances or restrictions under agreements governing Indebtedness
                of a
                Foreign Subsidiary incurred in compliance with Section 4.09, which
                encumbrances or restrictions are not applicable to the Company or
                any
                Subsidiary of the Company other than with respect to the Capital
                Stock of
                such Foreign Subsidiary;

            


    

     

    
      	(11)  	
              such
                encumbrances or restrictions under any agreement relating to a Sale
                and
                Leaseback Transaction or Capitalized Lease Obligation, but only on
                the
                property subject to such transaction or lease and only to the extent
                that
                such restrictions or encumbrances are customary with respect to such
                arrangements;

            


    

     

    
      	(12)  	
              customary
                restrictions imposed on the Transfer of copyrighted or patented materials;
                and

            


    

     

    
      	(13)  	
              such
                encumbrances and restrictions in any agreement amending or Refinancing
                any
                agreement referred to in clause
                (2),
                (4),
                (5)
                or
                (9)
                above, which encumbrances and restrictions are not, taken as a whole,
                more
                restrictive in any material respect than the encumbrances and restrictions
                in such agreement prior to the amendment or
                Refinancing.

            


    

     

    
      	SECTION
              4.14.  	
              Limitation
                on Transactions with Affiliates.

            


    

     

    (a)  The
      Company will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly, enter into or permit to exist any transaction or series of related
      transactions with, or for the benefit of, any of its Affiliates (each, an
“Affiliate Transaction”), other than Affiliate Transactions described in Section
      4.14(b), unless

     

    
      	(1)  	
              the
                Affiliate Transaction is on terms, taken as a whole, that are no
                less
                favorable to the Company or the relevant Subsidiary of the Company
                than
                those terms that would reasonably have been obtained at that time
                in a
                comparable transaction by the Company or the relevant Subsidiary
                of the
                Company and an unrelated Person;
                and

            


    

     

    
      	(2)  	
              the
                Company delivers to the Trustee

            


    

     

    
      
        50

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(a)  	
              with
                respect to any Affiliate Transaction involving aggregate consideration
                in
                excess of $1.0 million, a resolution of the Board of Directors of
                the
                Company that states that such Board of Directors has determined that
                such
                Affiliate Transaction complies with this Section 4.14 and that such
                Affiliate Transaction has been approved by a majority of the Disinterested
                Members of such Board of Directors, if there are any such Disinterested
                Members; and

            


    

     

    
      	(b)  	
              with
                respect to any Affiliate Transaction involving aggregate consideration
                in
                excess of $5.0 million, or in excess of $1.0 million and not approved
                by a
                majority of the Disinterested Members of the Board of Directors of
                the
                Company, a favorable opinion from an Independent Financial Advisor
                as to
                the fairness of such Affiliate Transaction to the Company or the
                relevant
                Subsidiary of the Company, as the case may be, from a financial point
                of
                view.

            


    

     

    (b)  The
      restrictions set forth in Section 4.14(a) do not apply to

     

    
      	(1)  	
              transactions
                exclusively between or among the Company and/or one or more of its
                Subsidiaries; provided,
                in each case, such transaction is not otherwise prohibited by this
                Indenture and that no Affiliate of the Company (other than another
                Subsidiary of the Company) owns Capital Stock in any such Subsidiary
                of
                the Company;

            


    

     

    
      	(2)  	
              any
                agreement in effect on the Issue Date as in effect on the Issue Date
                or as
                thereafter amended in a manner which is, taken as a whole, in the
                good
                faith judgment of the Board of Directors of the Company not materially
                less favorable to the Company or such Subsidiary of the Company as
                the
                original agreement as in effect on the Issue
                Date;

            


    

     

    
      	(3)  	
              any
                employment, compensation, benefit or indemnity agreements, arrangements
                or
                plans in respect of any officer, director, employee or consultant
                of the
                Company or any of its Subsidiaries entered into in the ordinary course
                of
                business and approved by the Board of Directors of the
                Company;

            


    

     

    
      	(4)  	
              loans
                and advances permitted by clause
                (5)
                of
                the definition of Permitted
                Investments;

            


    

     

    
      	(5)  	
              the
                issuance and sale of Qualified Capital Stock;
                and

            


    

     

    
      	(6)  	
              Restricted
                Payments permitted by Section
                4.10.

            


    

     

    
      
        51

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              4.15.  	
              Limitation
                on Sale and Leaseback Transactions.

            


    

     

    The
      Company will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly, enter into any Sale and Leaseback Transaction; provided,
      that
      the Company or any of its Subsidiaries may enter into a Sale and Leaseback
      Transaction if:

     

    (1)  The
      Company or such Subsidiary of the Company could have (a) incurred the
      Indebtedness attributable to such Sale and Leaseback Transaction pursuant to
      Section 4.09 and (b) incurred a Lien to secure such Indebtedness in compliance
      with Section
      4.11;

     

    (2)  the
      gross
      cash proceeds of such Sale and Leaseback Transaction are at least equal to
      the
      fair market value of the asset that is the subject of such Sale and Leaseback
      Transaction; and

     

    (3)  the
      Transfer of assets in such Sale and Leaseback Transaction is permitted by,
      and
      the Company or the applicable Subsidiary of the Company applies the proceeds
      of
      such transaction in accordance with, Section 4.12.

     

    
      	SECTION
              4.16.  	
              Additional
                Note Guarantees

            


    

     

    (a)  If
      the
      Company or any of its Subsidiaries, acquires or creates another Subsidiary
      (other than any Foreign Subsidiary) after the date of this Indenture, or
      Transfers more than $1,000 to any Subsidiary of the Company (other than a
      Foreign Subsidiary) that is not a Guarantor as of the Issue Date, then that
      newly acquired, created or capitalized Domestic Subsidiary must become a
      Guarantor and shall, within 30 days of the date on which it was acquired,
      created or capitalized: (i) execute and deliver to the Trustee a supplemental
      indenture in form reasonably satisfactory to the Trustee pursuant to which
      such
      Domestic Subsidiary of the Company shall unconditionally guarantee all of the
      Company’s obligations under the Notes and this Indenture on the terms set forth
      in this Indenture; (ii) take such actions necessary or as the Collateral Agent
      reasonably determines to be advisable to grant to the Collateral Agent for
      the
      benefit of the Holders a perfected security interest in the assets and capital
      stock of such new Domestic Subsidiary, subject to the Permitted Liens, including
      the filing of Uniform Commercial Code financing statements in such jurisdictions
      as may be required by the Security Agreement or by law or as may be reasonably
      requested by the Collateral Agent; (iii) take such further action and
      execute and deliver such other documents specified in this Indenture or
      otherwise reasonably requested by the Trustee or the Collateral Agent to
      effectuate the foregoing; and (iv) deliver to the Trustee an Opinion of Counsel
      that such supplemental indenture and any other documents required to be
      delivered have been duly authorized, executed and delivered by such Domestic
      Subsidiary and constitute legal, valid, binding and enforceable obligations
      of
      such Domestic Subsidiary and an Opinion of Counsel that complies with the second
      paragraph of Section 12.02.

     

    Thereafter,
      such Subsidiary of the Company shall be a Guarantor under this Indenture until
      released in accordance with the terms of this Indenture.

     

    (b)  Notwithstanding
      Section 4.16(a), any Guarantee will provide by its terms that it will be
      automatically and unconditionally released and discharged under the
      circumstances described in Article Ten.

     

    
      
        52

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              4.17.  	
              Conduct
                of Business.

            


    

     

    The
      Company and its Subsidiaries will not engage in any businesses that are not
      the
      same, similar, ancillary or related to the businesses in which the Company
      and
      its Subsidiaries are engaged on the Issue Date (“Permitted
      Business”).
      PCA
      Finance will not engage in any business or activities other than as necessary
      (1) to maintain its corporate existence, (2) to perform its obligations under
      the Notes and this Indenture and (3) to guarantee or co-issue Indebtedness
      as
      permitted by Section 4.09(a).

     

    
      	SECTION
              4.18.  	
              Reports
                to Holders

            


    

     

    (a)  Whether
      or not required by the Commission, so long as any Notes are outstanding, the
      Company must furnish to the Holders of Notes, within the time periods specified
      in the Commission’s rules and regulations, and make available to securities
      analysts and potential investors upon request

     

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

            


    

     

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

            


    

     

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

     

    
      	SECTION
              4.19.  	
              Impairment
                of Security Interest.

            


    

     

    Subject
      to the Intercreditor Agreement, neither the Issuers nor any of their
      Subsidiaries shall take or omit to take any action which would adversely affect
      or impair in any material respect the Liens in favor of the Collateral Agent
      with respect to the Collateral. Neither the Issuers nor any of the Domestic
      Subsidiaries shall grant to any Person (other than the Collateral Agent), or
      permit any Person (other than the Collateral Agent), to retain any interest
      whatsoever in the Collateral other than Permitted Liens. Neither the Company
      nor
      any of its Subsidiaries shall enter into any agreement that requires the
      proceeds received from any sale of Collateral to be applied to repay, redeem,
      defease or otherwise acquire or retire any Indebtedness of any Person, other
      than as permitted by this Indenture, the Notes, the Intercreditor Agreement
      and
      the Collateral Agreements. The Issuers shall, and shall cause each Guarantor
      to,
      at their sole cost and expense, execute and deliver all such agreements and
      instruments as the Collateral Agent or the Trustee may reasonably request to
      more fully or accurately describe the property intended to be Collateral or
      the
      obligations intended to be secured by the Collateral Agreements. The Issuers
      shall, and shall cause each Guarantor to, at their sole cost and expense, file
      any such notice filings or other agreements or instruments as may be reasonably
      necessary or desirable under applicable law to perfect the Liens created by
      the
      Collateral Agreements to the extent required by the Collateral Agreements,
      subject to Permitted Liens. 

    


    
      
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      	SECTION
              4.20.  	
               Real
                Estate Mortgages and Filings.

            


    

     

    With
      respect to any fee interest in any real property (individually and collectively,
      the “Premises”)
      (a)
      acquired by an Issuer or a Domestic Subsidiary after the Issue Date or (b)
      held
      by any Issuer or Domestic Subsidiary on the Issue Date, in each case, with
      a
      Fair Market Value, of greater than $500,000, within 90 days of the Issue Date
      or
      acquisition thereof, as the case may be:

    


    
      	(1)  	
              the
                Company shall deliver to the Collateral Agent, as mortgagee or
                beneficiary, fully executed counterparts of Mortgages, each dated
                as of
                the date within 90 days of the Issue Date or the date of acquisition
                of
                such property, as the case may be, duly executed by the Company or
                the
                applicable Domestic Subsidiary, together with evidence of the completion
                (or reasonably satisfactory arrangements for the completion), of
                all
                recordings and filings of such Mortgage as may be necessary to create
                a
                valid, perfected Lien, subject to Permitted Liens and the Intercreditor
                Agreement, against the properties purported to be covered
                thereby;

            


    

     

    
      	(2)  	
              the
                Company shall deliver to the Collateral Agent mortgagee’s title insurance
                policies in favor of the Collateral Agent, as mortgagee for the ratable
                benefit of the Collateral Agent, the Trustee and the Holders in an
                amount
                equal to 100% of the Fair Market Value of the Premises purported
                to be
                covered by the related Mortgage, insuring that title to such property
                is
                marketable and that the interests created by the Mortgage constitute
                valid
                Liens thereon free and clear of all Liens, defects and encumbrances
                other
                than Permitted Liens, and shall be accompanied by evidence of the
                payment
                in full of all premiums thereon;
                and

            


    

     

    
      	(3)  	
              the
                Company shall deliver to the Collateral Agent, with respect to each
                of the
                covered Premises, the most recent survey of such Premises, together
                with either (i) an
                updated survey certification in favor of the Trustee and the Collateral
                Agent from the applicable surveyor stating that, based on a visual
                inspection of the property and the knowledge of the surveyor, there
                has
                been no change in the facts depicted in the survey or (ii) an
                affidavit from the Company stating that there has been no change,
                other
                than, in each case, changes that do not materially adversely affect
                the
                use by the Company and its Subsidiaries of such Premises for the
                Company’s
                business as so conducted, or intended to be conducted, at such
                Premises.

            


    

     

    


     

    
      
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      	SECTION
              4.21.  	
               Limitation
                of Prepayment of Qualified Vendor Payables.

            


    

     

    The
      Company shall not make any payment with respect to any Qualified Vendor Payables
      unless such Qualified Vendor Payable is replaced by another Qualified Vendor
      Payable so that in no event will the aggregate amount of Qualified Vendor
      Payables be less than $20.0 million (as reduced from time to time in accordance
      with the provision below).

    


    The
      Company shall be permitted to reduce its outstanding Qualified Vendor Payables;
      provided,
      however,
      that
      during any twelve month period the aggregate reduction of Qualified Vendor
      Payables shall not exceed $5.0 million and before making any such payment (A)
      no
      Default or Event of Default has occurred and is continuing or would occur after
      giving effect to such payment and (B) the Company’s Consolidated EBITDA for the
      most recent Four-Quarter Period is at least $50.0 million.

    


    


    ARTICLE
      FIVE  

     

    


     

    SUCCESSOR
      CORPORATION

     

    
      	SECTION
              5.01.  	
              Merger,
                Consolidation and Sale of Assets.

            


    

     

    (a)  The
      Company will not, directly or indirectly, consolidate or merge with or into
      another Person (whether or not the Company is the surviving Person), or Transfer
      all or substantially all of the Company’s assets (determined on a consolidated
      basis for the Company and its Subsidiaries), in one or more related
      transactions, to another Person, unless

     

    
      	(1)  	
              either
                (x) the Company is the surviving Person or (y) the Person (the
                “Surviving
                Person”)
                formed by or surviving any such consolidation or merger (if other
                than the
                Company) or to which such Transfer has been made is a corporation
                or
                limited liability company organized or existing under the laws of
                the
                United States, any State thereof or the District of Columbia and
                expressly
                assumes all of the obligations of the Company under (i) the Notes
                and this
                Indenture pursuant to a supplemental indenture reasonably satisfactory
                to
                the Trustee and (ii) the Collateral Agreements by amendment, supplement
                or
                other instrument (in form and substance reasonably satisfactory to
                the
                Trustee and the Collateral Agent), and in connection therewith shall
                cause
                such instruments to be filed and recorded in such jurisdictions and
                take
                such other actions as may be reasonably required by applicable law
                to
                perfect or continue the perfection of the Lien created under the
                Collateral Agreements on the Collateral owned by or transferred to
                the
                Surviving Person by the filing of financing statements or obtaining
                control under the applicable Uniform Commercial Code, subject to
                the
                Intercreditor Agreement;

            


    

     

    
      	(2)  	
              immediately
                after such transaction no Default exists (including, without limitation,
                after giving effect to any Indebtedness incurred or Liens incurred
                or
                granted in connection with such transaction);
                and

            


    

     

    
      
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      	(3)  	
              the
                Company or the Surviving Person, as the case may be, will, on the
                date of
                such transaction after giving pro forma
                effect thereto and any related financing transactions as if the same
                had
                occurred at the beginning of the applicable Four-Quarter Period,
                have a
                Consolidated Fixed Charge Coverage Ratio of at least 2.0 to
                1.0.

            


    

     

    The
      foregoing clauses
      (2)
      and
(3)
      shall
      not apply to (i) a merger or consolidation of any Subsidiary of the Company
      with
      or into the Company or (ii) a transaction solely for the purpose of and with
      the
      effect of reincorporating the Company in another jurisdiction and/or forming
      a
      holding company to hold all of the Capital Stock of the Company or forming
      an
      intermediate holding company to hold all of the Capital Stock of the Company’s
      Subsidiaries.

     

    (b)  The
      Company will not cause or permit any Subsidiary Guarantor, directly or
      indirectly, to consolidate or merge with or into another Person (whether or
      not
      such Guarantor is the Surviving Person) unless

     

    
      	(1)  	
              either
                (x) such Guarantor is the Surviving Person or (y) the Person formed
                by or
                surviving any such consolidation or merger (if other than such Guarantor)
                expressly assumes all of the obligations of such Guarantor under
                (i) its
                Guarantee and this Indenture pursuant to a supplemental indenture
                reasonably satisfactory to the Trustee and (ii) the Collateral Agreements
                by amendment, supplement or other instrument (in form and substance
                reasonably satisfactory to the Trustee and the Collateral Agent)
                and in
                connection therewith shall cause such instruments to be filed and
                recorded
                in such jurisdictions and take such other actions as may be required
                by
                applicable law to perfect or continue the perfection of the Lien
                created
                under the Collateral Agreements on the Collateral owned by or transferred
                to the Surviving Person by the filing of financing statements or
                obtaining
                control under the applicable Uniform Commercial Code, subject to
                the
                Intercreditor Agreement; and

            


    

     

    
      	(2)  	
              immediately
                after such transaction no Default exists (including, without limitation,
                after giving effect to any Indebtedness incurred or Liens incurred
                or
                granted in connection with such
                transaction).

            


    

     

    The
      requirements of this clause
      (b)
      shall
      not apply to (x) a consolidation or merger of any Subsidiary Guarantor with
      or
      into the Company or any other Subsidiary Guarantor so long as the Company or
      a
      Subsidiary Guarantor survives the consolidation or merger or (y) the sale by
      consolidation or merger of a Subsidiary Guarantor, which sale is covered by
      and
      complies with Section
      4.12.

     

    (c)  The
      Company will deliver to the Trustee prior to the consummation of each proposed
      transaction an Officers’ Certificate that the conditions set forth above are
      satisfied and an Opinion of Counsel that the proposed transaction and the
      supplemental indenture, if any, comply with this Indenture.

     

    
      
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      	SECTION
              5.02.  	
              Successor
                Person Substituted.

            


    

     

    Upon
      any
      consolidation or merger, or any transfer of all or substantially all of the
      assets of the Company in accordance with Section 5.01 above, the successor
      corporation or limited liability company formed by such consolidation or into
      which the Company is merged or to which such transfer is made shall succeed
      to,
      and be substituted for, and may exercise every right and power of the Company
      under this Indenture with the same effect as if such successor corporation
      or
      limited liability company had been named as the Company herein, and thereafter
      the predecessor entity shall be relieved of all obligations and covenants under
      this Indenture, the Collateral Agreement and the Notes.

     

    ARTICLE
      SIX  

     

    


     

    DEFAULTS
      AND REMEDIES

     

    
      	SECTION
              6.01.  	
              Events
                of Default.

            


    

     

    “Event
      of Default”
      is
      defined as any one of the following events (whatever the reason for 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):

     

    
      	(1)  	
              the
                Issuers default in the payment of any installment of interest on
                any Note
                when and as the same becomes due and payable and such failure continues
                for a period of 30 days;

            


    

     

    
      	(2)  	
              the
                Issuers default in the payment of the principal of any Note when
                and as
                the same becomes due and payable at maturity, upon redemption or
                purchase
                or otherwise;

            


    

     

    
      	(3)  	
              (a)
                there shall be a default in the performance or breach of the provisions
                of
                Section 5.01; (b) the Company shall have failed to make or consummate
                a
                Net Proceeds Offer in accordance with Section 4.12; or (c) the Company
                shall have failed to make or consummate a Change of Control Offer
                in
                accordance with Section
                4.08;

            


    

     

    
      	(4)  	
              either
                Issuer fails to perform or observe any of its covenants, conditions
                or
                agreements in this Indenture or in the Notes (other than a covenant,
                condition or agreement a default in whose performance or whose breach
                is
                elsewhere in this Article Six specifically dealt with) or any Collateral
                Agreement, and such failure continues for a period of 60 days after
                the
                date on which written notice of such Default has been given to such
                Issuer
                by the Trustee or to such Issuer and to the Trustee by the Holders
                of not
                less than 25% of the principal amount of the Notes then outstanding
                under
                this Indenture;

            


    

     

    
      	(5)  	
              Parent,
                the Company or any of its Subsidiaries defaults under any agreement
                governing any of its other Indebtedness, if that
                default

            


    

     

    
      
        57

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(a)  	
              is
                caused by the failure to pay at final maturity the principal amount
                of
                such Indebtedness after giving effect to any applicable grace periods,
                or

            


    

     

    
      	(b)  	
              results
                in the acceleration of the final stated maturity of such Indebtedness
                (including upon any event of the type described in clause
                (7)
                or
                (8)
                below),

            


    

     

    and
      in
      each case, the aggregate principal amount of such Indebtedness unpaid or
      accelerated equals or exceeds $10.0 million and has not been discharged in
      full
      or such acceleration has not been rescinded or annulled within 30 days after
      such final maturity or acceleration;

     

    
      	(6)  	
              Parent,
                the Company or any of its Subsidiaries fails to pay or otherwise
                cause to
                be discharged or stayed one or more judgments in an aggregate amount
                exceeding $10.0 million, which are not covered by indemnities or
                third
                party insurance as to which the Person giving such indemnity or such
                insurer has not disclaimed coverage, for a period of 60 days after
                such
                judgments become final and
                nonappealable;

            


    

     

    
      	(7)  	
              a
                court having jurisdiction in the premises enters (x) a decree or
                order for
                relief in respect of Parent, the Company or any of its Significant
                Subsidiaries in an involuntary case or proceeding under any applicable
                federal or state bankruptcy, insolvency, reorganization or other
                similar
                law or (y) a decree or order adjudging Parent, the Company or any
                of its
                Significant Subsidiaries a bankrupt or insolvent, or approving as
                properly
                filed a petition seeking reorganization, arrangement, adjustment
                or
                composition of or in respect of Parent, the Company or any of its
                Significant Subsidiaries under any applicable federal or state law,
                or
                appointing a custodian, receiver, liquidator, assignee, trustee,
                sequestrator or other similar official of Parent, the Company or
                any of
                its Significant Subsidiaries or of any substantial part of its property,
                or ordering the winding up or liquidation of its affairs, and the
                continuance of any such decree or order for relief or any such other
                decree or order unstayed and in effect for a period of 60 consecutive
                days;

            


    

     

    
      	(8)  	
              (a)Parent,
                the Company or any of its Significant Subsidiaries commences a voluntary
                case or proceeding under any applicable federal or state bankruptcy,
                insolvency, reorganization or other similar law or any other case
                or
                proceeding to be adjudicated a bankrupt or insolvent;
                or

            


    

     

    
      	(b)  	
              Parent,
                the Company or any of its Significant Subsidiaries consents to the
                entry
                of a decree or order for relief in respect of the Company or any
                of its
                Significant Subsidiaries in an involuntary case or proceeding under
                any
                applicable federal or state bankruptcy, insolvency, reorganization
                or
                other similar law or to the commencement of any bankruptcy or insolvency
                case or proceeding against Parent, the Company or any of its Significant
                Subsidiaries; or

            


    

     

    
      
        58

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              Parent,
                the Company or any of its Significant Subsidiaries files a petition
                or
                answer or consent seeking reorganization or relief under any applicable
                federal or state law; or

            


    

     

    
      	(d)  	
              Parent,
                the Company or any of its Significant Subsidiaries consents to the
                filing
                of such petition or to the appointment of or taking possession by
                a
                custodian, receiver, liquidator, assignee, trustee, sequestrator
                or
                similar official of Parent, the Company or any of its Significant
                Subsidiaries or of any substantial part of their property;
                or

            


    

     

    
      	(e)  	
              Parent,
                the Company or any of its Significant Subsidiaries makes an assignment
                for
                the benefit of creditors; or

            


    

     

    
      	(f)  	
              Parent,
                the Company or any of its Significant Subsidiaries admits in writing
                its
                inability to pay its debts generally as they become due;
                or

            


    

     

    
      	(g)  	
              Parent,
                the Company or any of its Significant Subsidiaries takes corporate
                action
                in furtherance of any such actions in this clause
                (8);

            


    

     

    
      	(9)  	
              the
                Guarantee of Parent or any Guarantor that is a Significant Subsidiary
                ceases to be in full force and effect (other than in accordance with
                the
                terms of such Guarantee and this Indenture) or is declared null and
                void
                and unenforceable or is found invalid, or any Guarantor denies its
                liability under its Guarantee (other than by reason of release of
                a
                Guarantor from its Guarantee in accordance with the terms of this
                Indenture and the Guarantee);

            


    

     

    
      	(10)  	
              any
                Collateral Agreement at any time for any reason shall cease to be
                in full
                force and effect in all material respects, or ceases to give the
                Collateral Agent the Liens, rights, powers and privileges purported
                to be
                created thereby (subject to the Intercreditor Agreement), superior
                to and
                prior to the rights of all third Persons other than the holders of
                Permitted Liens and subject to no other Liens except Permitted Liens
                and
                as expressly permitted by the applicable Collateral Agreement, in
                each
                case with respect to Collateral having a fair market value in excess
                of
                $2.5 million; or

            


    

     

    
      	(11)  	
              any
                Issuer or any of the Guarantors, directly or indirectly, contest
                in any
                manner the effectiveness, validity, binding nature or enforceability
                of
                any Collateral Agreement.

            


    

     

    
      	SECTION
              6.02.  	
              Acceleration
                of Maturity; Rescission.

            


    

     

    If
      an
      Event of Default specified in clause
      (7)
      or
(8)
      of
Section
      6.01
      occurs
      and is continuing with respect to either Issuer, then the principal of and
      any
      accrued and unpaid interest on all of the Notes shall immediately become due
      and
      payable without any declaration or other act on the part of the Trustee or
      any
      Noteholder. If any other Event of Default with respect to any Notes at the
      time
      outstanding occurs and is continuing, then, and in each and every such case,
      either the Trustee, by notice in writing to the Company, or the Holders of
      not
      less than 25% of the principal amount of the Notes then outstanding, by notice
      in writing to the Company and the Trustee, may declare due and payable, if
      not
      already due and payable, the principal of and any accrued and unpaid interest
      on
      the Notes; and upon any such declaration all such amounts upon the Notes shall
      become and be immediately due and payable, anything in this Indenture or in
      the
      Notes to the contrary notwithstanding.

     

    At
      any
      time after a declaration of acceleration with respect to the Notes as described
      in the preceding paragraph, the Holders of at least 662⁄3% of the aggregate
      principal amount of the outstanding Notes, on behalf of all Holders of Notes,
      may rescind and cancel such declaration and its consequences (a) if the
      rescission would not conflict with any judgment or decree, (b) if all existing
      Events of Default have been cured or waived except nonpayment of principal
      or
      interest that has become due solely because of the acceleration, (c) to the
      extent the payment of such interest is lawful, interest on overdue installments
      of interest and overdue principal, which has become due otherwise than by such
      declaration of acceleration, has been paid, (d) if the Company has paid the
      Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
      disbursements and advances, and (e) in the event of the cure or waiver of an
      Event of Default of the type described in clause
      (7)
      or
(8)
      of
Section
      6.01,
      the
      Trustee has received an Officers’ Certificate and an Opinion of Counsel that
      such Event of Default has been cured or waived.

     

    No
      such
      rescission will affect any subsequent Default or impair any right consequent
      thereto.

     

    
      
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      	SECTION
              6.03.  	
              Other
                Remedies.

            


    

     

    If
      an
      Event of Default occurs and is continuing, the Trustee may pursue any available
      remedy by proceeding at law or in equity to collect the payment of principal
      of,
      or premium, if any, and interest on the Notes or to enforce the performance
      of
      any provision of the Notes or this Indenture and may take any necessary action
      requested of it as Trustee to settle, compromise, adjust or otherwise conclude
      any proceedings to which it is a party.

     

    The
      Trustee may maintain a proceeding even if it does not possess any of the Notes
      or does not produce any of them in the proceeding. A delay or omission by the
      Trustee or any Holders 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. Any costs associated with actions
      taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee
      by the Company.

     

    
      	SECTION
              6.04.  	
              Waiver
                of Past Defaults and Events of Default.

            


    

     

    Provided
      the Notes are not then due and payable by reason of a declaration of
      acceleration, the Holders of at least 662⁄3% of the aggregate principal amount of
      Notes at the time outstanding may on behalf of the Holders of all the Notes
      waive any past Default and its consequences by providing written notice thereof
      to the Company and the Trustee, except a Default (1) in the payment of interest
      on or the principal of any Note or (2) in respect of a covenant or provision
      hereof which under this Indenture cannot be modified or amended without the
      consent of the Holder of each outstanding Note affected. In the case of any
      such
      waiver, the Company, the Trustee and the Holders of the Notes will be restored
      to their former positions and rights under this Indenture, respectively;
provided,
      that no
      such waiver shall extend to any subsequent or other Default or impair any right
      consequent thereto.

     

    
      
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      	SECTION
              6.05.  	
              Control
                by Majority.

            


    

     

    The
      Holders of a majority in principal amount of Notes then outstanding may direct
      the time, method and place of conducting any proceeding for any remedy available
      to the Trustee or of exercising any power or trust conferred upon the Trustee
      under this Indenture with respect to the Notes; provided,
      however,
      that
      subject to the provisions of this Indenture, the Trustee shall have the right
      to
      decline to follow any such direction if the Trustee, advised by counsel,
      determines that the action or proceeding so directed may not lawfully be taken
      or if the Trustee in good faith shall by responsible officers determine that
      the
      action or proceeding so directed would involve the Trustee in liability or
      that
      the Trustee is not satisfactorily indemnified from the costs
      thereof.

     

    
      	SECTION
              6.06.  	
              Limitation
                on Suits.

            


    

     

    No
      Holder
      of any Note will have the right to pursue a remedy with respect to this
      Indenture or the Notes unless (a) such Holder gives to the Trustee notice of
      a
      continuing Event of Default with respect to the Notes, (b) the Holders of at
      least 25% in principal amount of Notes make a request to the Trustee to pursue
      the remedy and such Holders offer to the Trustee security or indemnity
      satisfactory to the Trustee against any loss, liability or expense, (c) the
      Trustee does not comply with the request within 60 days after receipt of the
      request and the offer of security or indemnity and (d) the Holders of a majority
      in principal amount of Notes have not given the Trustee a direction inconsistent
      with such request within such 60day period.

     

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

     

    
      	SECTION
              6.07.  	
              No
                Personal Liability of Directors,
                Officers,

            


    

     

    Employees
      and
      Stockholders.                      

     

    No
      past,
      present or future director, officer, employee, incorporator, agent, member
      or
      stockholder or Affiliate of the Company, as such, shall have any liability
      for
      any obligations of the Company under the Notes, this Indenture or for any claim
      based on, in respect of, or by reason of, such obligations or their creation.
      No
      past, present or future director, officer, employee, incorporator, agent or
      stockholder or Affiliate of any of the Guarantors, as such, shall have any
      liability for any obligations of the Guarantors under the Guarantees, this
      Indenture or for any claim based on, in respect of, or by reason of, such
      obligations or their creation. Each Holder of Notes and Guarantees by accepting
      a Note and a Guarantee waives and releases all such liabilities. The waiver
      and
      release are part of the consideration for issuance of the Notes and the
      Guarantees.

     

    
      	SECTION
              6.08.  	
              Rights
                of Holders To Receive Payment.

            


    

     

    Notwithstanding
      any other provision of this Indenture, the right of any Holder of a Note to
      receive payment of principal of and interest on the Note on or after the
      respective due dates expressed in the Note, or to bring suit for the enforcement
      of any such payment on or after such respective dates, may not be impaired
      or
      affected without the consent of the Holder.

     

    
      
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      	SECTION
              6.09.  	
              Collection
                Suit by Trustee.

            


    

     

    If
      an
      Event of Default in payment of principal, premium or interest 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
      or any Guarantor (or any other obligor on the Notes) for the whole amount of
      unpaid principal and accrued interest remaining unpaid, together with interest
      on overdue principal and, to the extent that payment of such interest is lawful,
      interest on overdue installments of interest, in each case at the rate set
      forth
      in the Notes, and such further amounts as shall be sufficient to cover the
      costs
      and expenses of collection, including the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel.

     

    
      	SECTION
              6.10.  	
              Trustee
                May File Proofs of Claim.

            


    

     

    The
      Trustee may file such proofs of claim and other papers or documents as may
      be
      necessary or advisable in order to have the claims of the Trustee (including
      any
      claim for the reasonable compensation, expenses, disbursements and advances
      of
      the Trustee, its agents and counsel, and any other amounts due the Trustee
      under
      Section 7.07) and the Noteholders allowed in any judicial proceedings relative
      to the Company or any Guarantor (or any other obligor upon the Notes), its
      creditors or its property and shall be entitled and empowered to collect and
      receive any monies or other property payable or deliverable on any such claims
      and to distribute the same after deduction of its charges and expenses to the
      extent that any such charges and expenses are not paid out of the estate in
      any
      such proceedings and any custodian in any such judicial proceeding is hereby
      authorized by each Noteholder to make such payments to the Trustee, and in
      the
      event that the Trustee shall consent to the making of such payments directly
      to
      the Noteholders, to pay to the Trustee any amount due to it for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel, and any other amounts due the Trustee under Section
      7.07.

     

    Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any Noteholder any plan or
      reorganization, arrangement, adjustment or composition affecting the Notes
      or
      the rights of any Noteholder thereof, or to authorize the Trustee to vote in
      respect of the claim of any Noteholder in any such proceedings.

     

    
      	SECTION
              6.11.  	
              Priorities.

            


    

     

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

     

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

     

    SECOND:
      to
      Noteholders for amounts due and unpaid on the Notes for principal, premium,
      if
      any, and interest as to each, ratably, without preference or priority of any
      kind, according to the amounts due and payable on the Notes; and

     

    
      
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    THIRD:
      to the
      Company or, to the extent the Trustee collects any amount from any Guarantor,
      to
      such Guarantor.

     

    The
      Trustee may fix a record date and payment date for any payment to Noteholders
      pursuant to this Section 6.11.

     

    
      	SECTION
              6.12.  	
              Undertaking
                for Costs.

            


    

     

    In
      any
      suit for the enforcement of any right or remedy under this Indenture or in
      any
      suit against the Trustee for any action taken or omitted by it as Trustee,
      a
      court in its discretion may require the filing by any party litigant in the
      suit
      of an undertaking to pay the costs of the suit, and the court in its discretion
      may assess reasonable costs, including reasonable attorneys’ fees and expenses,
      against any party litigant in the suit, having due regard to the merits and
      good
      faith of the claims or defenses made by the party litigant. This Section 6.12
      does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to
      Section 6.08 or a suit by Noteholders of more than 10% in principal amount
      of
      the Notes then outstanding.

     

    ARTICLE
      SEVEN  

     

    


     

    TRUSTEE

     

    SECTION
      7.01. Duties
      of
      Trustee.

     

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

     

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

     

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

     

    (1)  The
      Trustee need perform only those duties that are specifically set forth in this
      Indenture and no others.

     

    (2)  In
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture but, in the case of any such certificates or
      opinions which by any provision hereof are specifically required to be furnished
      to the Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they conform on their face to the requirements of
      this
      Indenture (but need not confirm or investigate the accuracy of mathematical
      calculations or other facts stated therein). Whenever in the administration
      of
      this Indenture the Trustee shall deem it desirable that a matter be proved
      or
      established prior to taking, suffering or omitting any action hereunder, the
      Trustee (unless other evidence be herein specifically prescribed) may, in the
      absence of bad faith on its part, conclusively rely upon an Officers’
      Certificate, subject to the requirement in the preceding sentence, if
      applicable.

     

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

     

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

     

    (2)  The
      Trustee shall not be liable for any error of judgment made in good faith, unless
      it is proved that the Trustee was negligent in ascertaining the pertinent
      facts.

     

    (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 the
      terms hereof.

     

    (4)  No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its rights, powers or duties if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity satisfactory to it against
      such risk or liability is not reasonably assured to it.

     

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

     

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

     

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

     

    
      	SECTION
              7.02.  	
              Rights
                of Trustee.

            


    

     

    Subject
      to Section 7.01:

     

    (1)  The
      Trustee may conclusively rely on any document (whether in its original or
      facsimile form) reasonably 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.

     

    (2)  Before
      the Trustee acts or refrains from acting, it may require an Officers’
      Certificate or an Opinion of Counsel, or both, which shall conform to the
      provisions of Section 11.05. The Trustee shall be protected and shall not be
      liable for any action it takes or omits to take in good faith in reliance on
      such certificate or opinion.

     

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

     

    (4)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith which it reasonably believes to be authorized or within its rights or
      powers; provided,
      that
      the Trustee’s conduct does not constitute gross negligence or bad
      faith.

     

    (5)  The
      Trustee may consult with counsel of its selection, and the advice or opinion
      of
      such counsel as to matters of law shall be full and complete authorization
      and
      protection from liability in respect of any action taken, omitted or suffered
      by
      it hereunder in good faith and in accordance with the advice or opinion of
      such
      counsel.

     

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

     

    (7)  The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Company, personally or by agent or attorney at
      the
      sole cost of the Issuers and shall incur no liability or additional liability
      of
      any kind by reason of such inquiry or investigation.

     

    (8)  The
      Trustee may request that the Issuers deliver an Officers’ Certificate setting
      forth the names of individuals and/or titles of officers authorized at such
      time
      to take specified actions pursuant to this Indenture, which Officers’
      Certificate may be signed by any person authorized to sign an Officers’
      Certificate, including any person specified as so authorized in any such
      certificate previously delivered and not superseded.

     

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

     

    
      	SECTION
              7.03.  	
              Individual
                Rights of Trustee.

            


    

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may make loans to, accept deposits from, perform services for
      or
      otherwise deal with the either of the Issuers or any Guarantor, or any
      Affiliates thereof, with the same rights it would have if it were not Trustee.
      Any Agent may do the same with like rights. The Trustee, however, shall be
      subject to Sections 7.10 and 7.11.

     

    
      
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      	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 Notes or any Guarantee, it shall
      not be accountable for the Issuers’ or any Guarantor’s use of the proceeds from
      the sale of Notes or any money paid to the Issuers or any Guarantor pursuant
      to
      the terms of this Indenture and it shall not be responsible for any statement
      in
      the Notes, Guarantee or this Indenture other than its certificate of
      authentication.

     

    
      	SECTION
              7.05.  	
              Notice
                of Defaults.

            


    

     

    If
      a
      Default occurs and is continuing and if it is known to the Trustee, the Trustee
      will give to each Noteholder a notice of the Default within 90 days after it
      occurs in the manner and to the extent provided in the TIA and otherwise as
      provided in this Indenture. Except in the case of a Default in payment of the
      principal of or interest on any Note (including payments pursuant to a
      redemption or repurchase of the Notes pursuant to the provisions of this
      Indenture), the Trustee may withhold the notice if and so long as a committee
      of
      its responsible officers in good faith determines that withholding the notice
      is
      in the interests of Noteholders.

     

    
      	SECTION
              7.06.  	
              Reports
                by Trustee to Holders.

            


    

     

    If
      required by TIA § 313(a), within 60 days after May 15 of any year, commencing
      2006 the Trustee shall mail to each Noteholder a brief report dated as of such
      date that complies with TIA § 313(a). The Trustee also shall comply with TIA §
      313(b)(2). The Trustee shall also transmit by mail all reports as required
      by
      TIA § 313(c) and TIA § 313(d).

     

    Reports
      pursuant to this Section 7.06 shall be transmitted by mail:

     

    (1)  to
      all
      Holders of Notes, as the names and addresses of such Holders appear on the
      Registrar’s books; and

     

    (2)  to
      such
      Holders of Notes as have, within the two years preceding such transmission,
      filed their names and addresses with the Trustee for that purpose.

     

    A
      copy of
      each report at the time of its mailing to Noteholders shall be filed with the
      Commission and each stock exchange on which the Notes are listed. The Company
      shall promptly notify the Trustee when the Notes are listed on any stock
      exchange or delisted therefrom.

     

    
      	SECTION
              7.07.  	
              Compensation
                and Indemnity.

            


    

     

    The
      Issuers and the Guarantors shall pay to the Trustee and Agents from time to
      time
      such compensation for its services hereunder as the Issuers and the Trustee
      shall from time to time agree in writing (which compensation shall not be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust). The Issuers and the Guarantors shall reimburse the Trustee
      and
      Agents upon request for all reasonable disbursements, expenses and advances
      incurred or made by it in connection with its duties under this Indenture,
      including the reasonable compensation, disbursements and expenses of the
      Trustee’s agents and counsel.

     

    
      
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    The
      Issuers and the Guarantors, jointly and severally, shall fully indemnify each
      of
      the Trustee and any predecessor Trustee for, and hold each of them harmless
      against, any and all loss, damage, claim, liability or expense, including
      without limitation taxes (other than taxes based on the income of the Trustee
      or
      such Agent) and reasonable attorneys’ fees and expenses incurred by each of them
      in connection with the acceptance or performance of its duties under this
      Indenture including the reasonable costs and expenses of defending itself
      against any claim or liability in connection with the exercise or performance
      of
      any of its powers or duties hereunder (including, without limitation, settlement
      costs). The Trustee or Agent shall notify the Issuers and the Guarantors in
      writing promptly of any claim of which a Responsible Officer of the Trustee
      has
      received written notice asserted against the Trustee or Agent for which it
      may
      seek indemnity; provided,
      that
      the failure by the Trustee or Agent to so notify the Issuers and the Guarantors
      shall not relieve the Issuers and Guarantors of their obligations hereunder
      except to the extent the Issuers and the Guarantors are actually prejudiced
      thereby.

     

    Notwithstanding
      the foregoing, the Issuers and the Guarantors need not reimburse the Trustee
      for
      any expense or indemnify it against any loss or liability determined by a court
      of competent jurisdiction to have been incurred by the Trustee through its
      own
      negligence or bad faith.

     

    To
      secure
      the payment obligations of the Issuers and the Guarantors in this Section 7.07,
      the Trustee shall have a lien prior to the Notes on all money or property held
      or collected by the Trustee except such money or property held in trust to
      pay
      principal of and interest on particular Notes.

     

    The
      obligations of the Issuers and the Guarantors under this Section 7.07 to
      compensate and indemnify the Trustee, Agents and each predecessor Trustee and
      to
      pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses,
      disbursements and advances shall be joint and several liabilities of each Issuer
      and each of the Guarantors and shall survive the resignation or removal of
      the
      Trustee and the satisfaction, discharge or other termination of this Indenture,
      including any termination or rejection hereof under any Bankruptcy
      Law.

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.01(6) or (7) occurs, the expenses and the compensation for the
      services are intended to constitute expenses of administration under any
      Bankruptcy Law.

     

    For
      purposes of this Section 7.07, the term “Trustee” shall include any trustee
      appointed pursuant to this Article Seven.

     

    
      	SECTION
              7.08.  	
              Replacement
                of Trustee.

            


    

     

    The
      Trustee may resign by so notifying the Issuers and the Guarantors in writing.
      The Holders of a majority in principal amount of the outstanding Notes may
      remove the Trustee by notifying the Issuers and the removed Trustee in writing
      and may appoint a successor Trustee with the Issuers’ written consent, which
      consent shall not be unreasonably withheld. The Issuers may remove the Trustee
      at their election if:

     

    
      
        67

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (2)  the
      Trustee is adjudged a bankrupt or an 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 or is removed or if a vacancy exists in the office of Trustee
      for any reason, the Issuers
      shall
      promptly appoint a successor Trustee.

     

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

     

    If
      the
      Trustee fails to comply with Section 7.10, any Noteholder may petition any
      court
      of competent jurisdiction for the removal of the Trustee and the appointment
      of
      a successor Trustee.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Issuers. Immediately following such delivery, the
      retiring Trustee shall, subject to its rights under Section 7.07, transfer
      all
      property held by it as Trustee to the successor Trustee, the resignation or
      removal of the retiring Trustee shall become effective, and the successor
      Trustee shall have all the rights, powers and duties of the Trustee under this
      Indenture. A successor Trustee shall mail notice of its succession to each
      Noteholder. Notwithstanding replacement of the Trustee pursuant to this Section
      7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit
      of the retiring Trustee.

     

    
      	SECTION
              7.09.  	
              Successor
                Trustee by Consolidation, Merger, etc.

            


    

     

    If
      the
      Trustee consolidates with, merges or converts into, or transfers all or
      substantially all of its corporate trust assets to, another corporation, subject
      to Section 7.10, the successor corporation without any further act shall be
      the
      successor Trustee; provided
      such
      entity shall be otherwise qualified and eligible under this Article
      Seven.

     

    
      	SECTION
              7.10.  	
              Eligibility;
                Disqualification.

            


    

     

    This
      Indenture shall always have a Trustee who satisfies the requirements of TIA
§
      310(a)(1) and (2) in every respect. The Trustee (together with its corporate
      parent) shall have a combined capital and surplus of at least $100,000,000
      as
      set forth in the most recent applicable published annual report of condition.
      The Trustee shall comply with TIA § 310(b), including the provision in §
      310(b)(1).

     

    
      
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      	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 therein.

     

    
      	SECTION
              7.12.  	
              Paying
                Agents.

            


    

     

    The
      Issuers shall cause each Paying Agent other than the Trustee to execute and
      deliver to it and the Trustee an instrument in which such agent shall agree
      with
      the Trustee, subject to the provisions of this Section 7.12:

     

    (A)  that
      it
      will hold all sums held by it as agent for the payment of principal of, or
      premium, if any, or interest on, the Notes (whether such sums have been paid
      to
      it by the Company or by any obligor on the Notes) in trust for the benefit
      of
      Holders of the Notes or the Trustee;

     

    (B)  that
      it
      will at any time during the continuance of any Event of Default, upon written
      request from the Trustee, deliver to the Trustee all sums so held in trust
      by it
      together with a full accounting thereof; and

     

    (C)  that
      it
      will give the Trustee written notice within three (3) Business Days of any
      failure of the Company (or by any obligor on the Notes) in the payment of any
      installment of the principal of, premium, if any, or interest on, the Notes
      when
      the same shall be due and payable.

     

    
      	SECTION
              7.13.  	
              Other
                Documents.
                

            


    

     

    In
      connection with the Trustee’s appointment and acting under any Collateral
      Documents or any other document or instrument executed by the Trustee pursuant
      to the terms of this Indenture, the Trustee is entitled to all rights,
      privileges, protections, immunities and indemnities provided to it under this
      Indenture.

     

    


     

    ARTICLE
      EIGHT  

     

    


     

    AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

     

    
      	SECTION
              8.01.  	
              Without
                Consent of Noteholders.

            


    

     

    The
      Issuers and the Guarantors, when authorized by a board resolution, and the
      Trustee and, if the amendment related to any Collateral Agreement, the
      Collateral Agent may enter into an indenture or indentures supplemental hereto
      to amend this Indenture or the Notes or a Collateral Agreement without prior
      notice to or the consent of any Noteholder:

     

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

            


    

     

    
      
        69

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(2)  	
              to
                comply with the provisions set forth in Article
                Five;

            


    

     

    
      	(3)  	
              to
                comply with any requirements of the Commission in connection with
                the
                qualification of this Indenture under the TIA as then in
                effect;

            


    

     

    
      	(4)  	
              to
                provide for uncertificated Notes in addition to or in place of
                certificated Notes;
                provided,
                however,
                that the uncertificated Notes are issued in registered form for purposes
                of Section 163(f) of the Internal Revenue Code or in a manner such
                that
                the uncertificated Notes are described in Section 163(f)(2) of the
                Internal Revenue Code;

            


    

     

    
      	(5)  	
              if
                necessary, in connection with any addition or release of Collateral
                permitted under the terms of the Indenture and the Collateral
                Agreements;

            


    

     

    
      	(6)  	
              to
                evidence or to provide for a replacement
                Trustee;

            


    

     

    
      	(7)  	
              to
                add to the covenants and agreements of the Company for the benefit
                of all
                of the Holders of all of the Notes and to surrender any right or
                power
                herein reserved to the Company;

            


    

     

    
      	(8)  	
              to
                make any change that does not materially adversely affect the legal
                rights
                of any Noteholder under this Indenture as then in effect;
                or

            


    

     

    
      	(9)  	
              to
                release any Guarantor from its Guarantee in accordance with the provisions
                of this Indenture.

            


    

     

    
      	SECTION
              8.02.  	
              With
                Consent of Noteholders.

            


    

     

    (a)  The
      Issuers, when authorized by a board resolution, and the Trustee and, if the
      amendment relates to any Collateral Agreement, the Collateral Agent may enter
      into one or more supplemental indentures to amend this Indenture, the Notes
      or
      the Collateral Agreement with the written consent of the Holders of
      at
      least 662⁄3% (or with respect to the release of all or substantially all of the
      Collateral otherwise than in accordance with the terms of this Indenture and
      the
      Collateral Agreements, 75%)
      of the
      aggregate principal amount of the then outstanding Notes. Subject to Section
      6.04, the Holders of at least 662⁄3% (or with respect to the release of all or
      substantially all of the Collateral otherwise than in accordance with the terms
      of the Indenture and the Collateral Agreements, 75%) of the aggregate principal
      amount of the then outstanding Notes may waive compliance by the Company with
      any provision of this Indenture, the Notes or the Collateral Agreement without
      prior notice to any other Noteholder.

     

    (b)  Notwithstanding
      the preceding paragraph, without the consent of each Noteholder affected, an
      amendment or waiver may not:

     

    
      	(1)  	
              reduce
                the amount of Notes whose Holders must consent to an amendment or
                waiver;

            


    

     

    
      	(2)  	
              reduce
                the rate of or change the time for payment of interest, including
                default
                interest, on any Note;

            


    

     

    
      
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      	(3)  	
              reduce
                the principal of or change the Stated Maturity of any Note or alter
                the
                provisions with respect to
                redemption;

            


    

     

    
      	(4)  	
              make
                any Note payable in currency other than that stated in the
                Note;

            


    

     

    
      	(5)  	
              make
                any change in this Section 8.02;

            


    

     

    
      	(6)  	
              make
                any change in this Indenture to adversely affect the ranking in right
                of
                payment of the Notes or any
                Guarantee;

            


    

     

    
      	(7)  	
              make
                any change in Section 6.04 or 6.08;

            


    

     

    
      	(8)  	
              impair
                or affect the right of any holder of Notes to receive payment of
                principal
                of and interest on the Notes on or after the due dates therefor or
                to
                institute suit for payment for the enforcement of any such payment
                on or
                after the due dates therefor, or make any changes in the provisions
                of the
                Indenture permitting holders of at least 662⁄3% (or, with respect to the
                release of all or substantially all of the Collateral otherwise than
                in
                accordance with the Indenture or the Collateral Agreements, 75%)
                of the
                aggregate principal amount of the outstanding Notes to waive any
                past
                Default and its consequences; 

            


    

     

    
      	(9)  	
              after
                the obligation has arisen to make a Change of Control Offer, amend,
                change
                or modify in any material respect the obligation of the Company to
                make
                and complete such Change of Control;
                or

            


    

     

    
      	(10)  	
              release
                any Guarantor from its Guarantee other than pursuant to the provisions
                of
                this Indenture.

            


    

     

    (c)  It
      shall
      not be necessary for the consent of the Holders under this Section 8.02 to
      approve the particular form of any proposed amendment, supplement or waiver,
      but
      it shall be sufficient if such consent approves the substance
      thereof.

     

    (d)  After
      an
      amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes
      effective, the Company shall mail to the Holders a notice briefly describing
      the
      amendment, supplement or waiver. Any failure of the Company to mail such notice,
      or any defect therein, shall not, however, in any way impair or affect the
      validity of any such amendment, supplement or waiver.

     

    (e)  Upon
      the
      written request of the Company accompanied by a board resolution authorizing
      the
      execution of any such supplemental indenture, and upon the receipt by the
      Trustee of evidence reasonably satisfactory to the Trustee of the consent of
      the
      Noteholders as aforesaid and upon receipt by the Trustee of the documents
      described in Section 8.06, the Trustee shall join with the Company in the
      execution of such supplemental indenture unless such supplemental indenture
      affects the Trustee’s own rights, duties or immunities under this Indenture, in
      which case the Trustee may, but shall not be obligated to, enter into such
      supplemental indenture.

     

    
      
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      	SECTION
              8.03.  	
              Compliance
                with Trust Indenture Act.

            


    

     

    Every
      amendment or supplement to this Indenture or the Notes shall comply with the
      TIA
      as then in effect.

     

    
      	SECTION
              8.04.  	
              Revocation
                and Effect of Consents.

            


    

     

    (a)  Until
      an
      amendment, supplement, waiver or other action becomes effective, a consent
      to it
      by a Holder of a Note is a continuing consent conclusive and binding upon such
      Holder and every subsequent Holder of the same Note or portion thereof, and
      of
      any Note issued upon the transfer thereof or in exchange therefor or in place
      thereof, even if notation of the consent is not made on any such Note. Any
      such
      Holder or subsequent Holder, however, may revoke the consent as to his Note
      or
      portion of a Note, if the Trustee receives the written notice of revocation
      before the date the amendment, supplement, waiver or other action becomes
      effective.

     

    (b)  The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Noteholders entitled to consent to any amendment, supplement,
      or
      waiver. If a record date is fixed, then, notwithstanding the preceding
      paragraph, those Persons who were Noteholders at such record date (or their
      duly
      designated proxies), and only such Persons, shall be entitled to consent to
      such
      amendment, supplement, or waiver or to revoke any consent previously given,
      whether or not such Persons continue to be Noteholders after such record date.
      No such consent shall be valid or effective for more than 90 days after such
      record date unless the consent of the requisite number of Noteholders has been
      obtained.

     

    (c)  After
      an
      amendment, supplement, waiver or other action becomes effective, it shall bind
      every Noteholder, unless it makes a change described in any of clauses
      (1)
      through
(10)
      of
Section
      8.02(b).
      In that
      case the amendment, supplement, waiver or other action shall bind each
      Noteholder who has consented to it and every subsequent Noteholder or portion
      of
      a Note that evidences the same debt as the consenting Holder’s
      Note.

     

    
      	SECTION
              8.05.  	
              Notation
                on or Exchange of Notes.

            


    

     

    If
      an
      amendment, supplement, or waiver changes the terms of a Note, the Trustee (in
      accordance with the specific written direction of the Company) shall request
      the
      Holder of the Note (in accordance with the specific written direction of the
      Issuers) to deliver it to the Trustee. In such case, the Trustee shall place
      an
      appropriate notation on the Note about the changed terms and return it to the
      Noteholder. Alternatively, if the Issuers or the Trustee so determines, the
      Issuers in exchange for the Note shall issue, the Guarantors shall endorse,
      and
      the Trustee shall authenticate a new Note that reflects the changed terms.
      Failure to make the appropriate notation or issue a new Note shall not affect
      the validity and effect of such amendment, supplement or waiver.

     

    
      	SECTION
              8.06.  	
              Trustee
                To Sign Amendments, etc.

            


    

     

    The
      Trustee shall sign any amendment, supplement or waiver authorized pursuant
      to
      this Article Eight if the amendment, supplement or waiver does not affect the
      rights, duties, liabilities or immunities of the Trustee. If it does affect
      the
      rights, duties, liabilities or immunities of the Trustee, the Trustee may,
      but
      need not, sign such amendment, supplement or waiver. In signing or refusing
      to
      sign such amendment, supplement or waiver the Trustee shall be provided with
      and, subject to Section 7.01, shall be fully protected in relying upon an
      Officers’ Certificate and an Opinion of Counsel stating, in addition to the
      matters required by Section 11.04, that such amendment, supplement or waiver
      is
      authorized or permitted by this Indenture and is a legal, valid and binding
      obligation of the Issuers and the Guarantors, enforceable against the Issuers
      and the Guarantors in accordance with its terms (subject to customary
      exceptions).

     

    
      
        72

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      NINE  

     

    


     

    DISCHARGE
      OF INDENTURE; DEFEASANCE

     

    
      	SECTION
              9.01.  	
              Discharge
                of Indenture.

            


    

     

    Upon
      the
      request of the Issuers, this Indenture, the Guarantees, the Notes and the
      Collateral Agreements shall cease to be of further effect and the Trustee,
      at
      the expense of the Issuers, will execute proper instruments acknowledging
      satisfaction and discharge of the Notes and this Indenture, the Guarantees
      and
      the Collateral Agreements when:

     

    
      	(1)  	
              either:

            


    

     

    
      	(a)  	
              all
                the Notes theretofore authenticated and delivered (other than destroyed,
                lost or stolen Notes that have been replaced or paid and Notes that
                have
                been subject to defeasance pursuant to Section 9.02 or 9.03) have
                been
                delivered to the Trustee for cancellation;
                or

            


    

     

    
      	(b)  	
              all
                Notes not theretofore delivered to the Trustee for
                cancellation:

            


    

     

    
      	(i)  	
              have
                become due and payable by the mailing of a notice of redemption or
                otherwise;

            


    

     

    
      	(ii)  	
              will
                become due and payable within one year;
                or

            


    

     

    
      	(iii)  	
              are
                to be called for redemption within 12 months under arrangements reasonably
                satisfactory to the Trustee for the giving of notice of redemption
                by the
                Trustee in the name, and at the reasonable expense, of the
                Issuers;

            


    

     

    and
      the
      Issuers have irrevocably deposited or caused to be deposited with the Trustee
      funds in trust for the purpose in an amount sufficient to pay and discharge
      the
      entire Indebtedness on the Notes not theretofore delivered to the Trustee for
      cancellation, for principal (and premium, if any) and interest on the Notes
      to
      the date of such deposit (in case of Notes that have become due and payable)
      or
      to the Stated Maturity or redemption date, as the case may be;

     

    
      
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      	(2)  	
              the
                Issuers have paid or caused to be paid all sums payable under this
                Indenture by the Issuers; and

            


    

     

    
      	(3)  	
              the
                Issuers have delivered to the Trustee an Officers’ Certificate and an
                Opinion of Counsel, each stating that all conditions precedent provided
                in
                this Indenture relating to the satisfaction and discharge of the
                Notes,
                this Indenture, the Collateral Agreements and the Guarantees of the
                Notes
                have been complied with.

            


    

     

    After
      such delivery, the Trustee upon Company Request shall acknowledge in writing
      the
      discharge of the Issuers’ and the Guarantors’ obligations under the Notes, the
      Guarantees and this Indenture except for those surviving obligations specified
      below.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Issuers
      in Sections 7.07, 9.05 and 9.06 shall survive such satisfaction and
      discharge.

     

    
      	SECTION
              9.02.  	
              Legal
                Defeasance.

            


    

     

    The
      Issuers may, at their option and at any time, elect to have their obligations
      and the obligations of the Guarantors discharged with respect to the outstanding
      Notes on a date the conditions set forth in Section 9.04 are satisfied
      (hereinafter, “Legal
      Defeasance”).
      For
      this purpose, such Legal Defeasance means that the Issuers will be deemed to
      have paid and discharged the entire indebtedness represented by the outstanding
      Notes and to have satisfied all its other obligations under such Notes, this
      Indenture and the Collateral Agreements insofar as such Notes are concerned
      (and
      the Trustee, at the expense of the Issuers, shall, subject to Section 9.06,
      execute instruments in form and substance reasonably satisfactory to the Trustee
      and Company acknowledging the same), except for the following which shall
      survive until otherwise terminated or discharged hereunder: (A) the rights
      of
      Holders of outstanding Notes to receive solely from the trust funds described
      in
      Section 9.04 and as more fully set forth in such Section, payments in respect
      of
      the principal of, premium, if any, and interest on such Notes when such payments
      are due, (B) the Issuers’ obligations with respect to such Notes under Sections
      2.03, 2.04, 2.05, 2.06, 2,07, 2.08, 2.11, 4.02, 4.03 and 4.05, (C) the rights,
      powers, trusts, duties, and immunities of the Trustee hereunder (including
      claims of, or payments to, the Trustee under or pursuant to Section 7.07) and
      the Issuers’ obligations in connection therewith and (D) this Article
      Nine.

     

    Subject
      to compliance with this Article Nine, the Issuers may exercise their option
      under this Section
      9.02
      with
      respect to the Notes notwithstanding the prior exercise of its option under
      Section
      9.03
      below
      with respect to the Notes.

     

    
      	SECTION
              9.03.  	
              Covenant
                Defeasance.

            


    

     

    The
      Issuers may, at their option and at any time, elect to have their obligations
      and the obligations of the Guarantors under Sections
      4.03
      (other
      than as it relates to legal existence of the Issuers), 4.04,
      4.07
      through
4.18
      and
4.21
      (except
      for obligations mandated by the TIA), clause
      (a)(3)
      of
Section
      5.01
      and the
      covenants contained in the Collateral Agreements released with respect to the
      outstanding Notes on a date the conditions set forth in
      Section 9.04
      are
      satisfied (hereinafter, “Covenant
      Defeasance”).
      For
      this purpose, Covenant Defeasance means that, with respect to the outstanding
      Notes, the Issuers may fail to comply with and shall have no liability in
      respect of any term, condition or limitation set forth in any such covenant,
      whether directly or indirectly, by reason of any reference elsewhere herein
      to
      any such covenant or by reason of any reference in any such covenant to any
      other provision herein or in any other document and such omission to comply
      shall not constitute a Default or an Event of Default under Section
      6.01,
      but,
      except as specified above, the remainder of this Indenture, such Notes and
      the
      Collateral Agreements shall be unaffected thereby. In addition, upon the
      Issuers’ exercise of the option in this Section
      9.03,
      subject
      to the satisfaction of the conditions set forth in Section
      9.04,
      Sections
      6.01(5),
      (6)
      and
(9)
      shall
      not constitute Events of Default.

     

    
      
        74

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
      any discharge or release of any obligations under this Indenture pursuant to
      Section 9.02 or this Section 9.03, the Issuers’ obligations in Sections 2.04,
      2.06, 2.07, 2.08, 7.07, 9.05, 9.06 and 9.08 shall survive until such time as
      the
      Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections
      7.07, 9.05 and 9.08 shall survive.

     

    
      	SECTION
              9.04.  	
              Conditions
                to Defeasance or Covenant Defeasance.

            


    

     

    The
      following shall be the conditions to application of Section 9.02 or Section
      9.03
      to the outstanding Notes:

     

    
      	(a)  	
              (1)
                the Issuers have irrevocably deposited or caused to be deposited
                in trust
                for the benefit of the Noteholders with the Trustee or a Paying Agent
                or a
                trustee satisfactory to the Trustee and the Issuers, under the terms
                of an
                irrevocable trust agreement in form and substance satisfactory to
                the
                Trustee and any such Paying Agent, (x) money in an amount sufficient,
                or
                (y) U.S. Government Obligations that shall be payable as to principal
                and
                interest in such amounts and at such times as are sufficient, in
                the
                opinion of a nationally recognized firm of independent public accountants
                or Independent Financial Advisors expressed in a written certification
                thereof delivered to the Trustee (without consideration of any
                reinvestment of such interest), or (z) any combination thereof in
                an
                amount sufficient to pay the principal of and interest on the outstanding
                Notes on the dates such installments are due to redemption or Stated
                Maturity, (2) the trustee of the irrevocable trust has been irrevocably
                instructed to pay such money or the proceeds of such U.S. Government
                Obligations to the Trustee and (3) the Trustee or Paying Agent shall
                have
                been irrevocably instructed in writing to apply the deposited money
                and
                the proceeds from U.S. Government Obligations in accordance with
                the terms
                of this Indenture and the terms of the Notes to the payment of principal
                of and interest on the Notes;

            


    

     

    
      	(b)  	
              the
                deposit described in clause
                (a)
                above will not result in a breach or violation of, or constitute
                a Default
                under, any other agreement or instrument to which either Issuer is
                a party
                or by which it is bound;

            


    

     

    
      	(c)  	
              no
                Default has occurred and is continuing (1) as of the date of such
                deposit
                (other than a Default resulting from the borrowing of funds to be
                applied
                to such deposit and the grant of any Lien securing such borrowing)
                or (2)
                insofar as clause
                (7)
                or
                (8)
                of
                Section
                6.01
                is
                concerned at any time during the period ending on the 91st day after
                the
                date of such deposit or, if longer, ending on the day following the
                expiration of the longest preference period applicable to the Issuers
                in
                respect of such deposit (it being understood that the condition in
                this
                clause
                (c)
                is
                a condition subsequent and will not be deemed satisfied until the
                expiration of such period);

            


    

     

    
      
        75

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	(d)  	
              the
                Issuers have paid or caused to be paid all sums currently due and
                payable
                by the Issuers under this Indenture and under the
                Notes;

            


    

     

    
      	(e)  	
              the
                Issuers have delivered to the Trustee an Officers’ Certificate and an
                Opinion of Counsel, each stating that all conditions precedent provided
                for in this Indenture relating to the termination by the Issuers
                of their
                obligations have been complied
                with;

            


    

     

    
      	(f)  	
              in
                the case of an election under Section 9.02, the Company has delivered
                to
                the Trustee either (1) an opinion of counsel by recognized counsel
                who is
                not an employee of the Company or any of its Subsidiaries, stating
                that,
                since the date of this Indenture, there has been a change in the
                applicable federal income tax law, and based thereon such opinion
                of
                counsel shall confirm that, or (2) a ruling received from the Internal
                Revenue Service to the effect that, the Holders of the Notes will
                not
                recognize income, gain or loss for federal income tax purposes as
                a result
                of the Issuers’ exercise of their legal defeasance option and will be
                subject to federal income tax on the same amount and in the same
                manner
                and at the same times as would have been the case if such legal defeasance
                option had not been exercised; and

            


    

     

    
      	(g)  	
              in
                the case of an election under Section 9.03, the Company has delivered
                to
                the Trustee either (1) a ruling received from the Internal Revenue
                Service
                to the effect that, or (2) an opinion of counsel by recognized counsel
                who
                is not an employee of the Company or any of its Subsidiaries stating
                that,
                the Holders of the Notes will not recognize income, gain or loss
                for
                federal income tax purposes as a result of the Issuers’ exercise of their
                covenant defeasance option under this paragraph and will be subject
                to
                federal income tax on the same amount and in the same manner and
                at the
                same times as would have been the case if such covenant defeasance
                option
                had not been exercised.

            


    

     

    
      	SECTION
              9.05.  	
              Deposited
                Money and U.S. Government Obligations
                To

            


    

     

    Be
      Held in Trust; Other Miscellaneous
      Provisions.         

     

    All
      money
      and U.S. Government Obligations (including the proceeds thereof) deposited
      with
      the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall
      be held in trust and applied by the Trustee, in accordance with the provisions
      of such Notes and this Indenture, to the payment, either directly or through
      any
      Paying Agent, to the Holders of such Notes, of all sums due and to become due
      thereon in respect of principal, premium, if any, and accrued interest, but
      such
      money need not be segregated from other funds except to the extent required
      by
      law.

     

    The
      Issuers and the Guarantors shall (on a joint and several basis) pay and
      indemnify the Trustee against any tax, fee or other charge imposed on or
      assessed against the U.S. Government Obligations deposited pursuant to Section
      9.04 or the principal, premium, if any, and interest received in respect thereof
      other than any such tax, fee or other charge which by law is for the account
      of
      the Holders of the outstanding Notes.

     

    
      
        76

      

      
        
        

        
          

        

      

      
        
        

      

    

    Anything
      in this Article Nine to the contrary notwithstanding, the Trustee shall deliver
      or pay to the Company from time to time upon a Company Request any money or
      U.S.
      Government Obligations held by it as provided in Section 9.04 which, in the
      opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, are
      in
      excess of the amount thereof which would then be required to be deposited to
      effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    
      	SECTION
              9.06.  	
              Reinstatement.

            


    

     

    If
      the
      Trustee or Paying Agent is unable to apply any money or U.S. Government
      Obligations in accordance with Section 9.01, 9.02 or 9.03 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
      Issuers’ and each Guarantor’s obligations under this Indenture, the Notes and
      the Guarantees shall be revived and reinstated as though no deposit had occurred
      pursuant to this Article Nine until such time as the Trustee or Paying Agent
      is
      permitted to apply all such money or U.S. Government Obligations in accordance
      with Section 9.01; provided,
      that if
      the Issuers or the Guarantors have made any payment of principal of, premium,
      if
      any, or accrued interest on any Notes because of the reinstatement of their
      obligations, the Issuers or the Guarantors, as the case may be, shall be
      subrogated to the rights of the Holders of such Notes to receive such payment
      from the money or U.S. Government Obligations held by the Trustee or Paying
      Agent.

     

    
      	SECTION
              9.07.  	
              Moneys
                Held by Paying Agent.

            


    

     

    In
      connection with the satisfaction and discharge of this Indenture, all moneys
      then held by any Paying Agent under the provisions of this Indenture shall,
      upon
      written demand of the Issuers, be paid to the Trustee, or if sufficient moneys
      have been deposited pursuant to Section 9.04, to the Company upon an Company
      Request (or, if such moneys had been deposited by the Guarantors, to such
      Guarantors), and thereupon such Paying Agent shall be released from all further
      liability with respect to such moneys.

     

    
      	SECTION
              9.08.  	
              Moneys
                Held by Trustee.

            


    

     

    Any
      moneys deposited with the Trustee or any Paying Agent or then held by the
      Issuers or the Guarantors in trust for the payment of the principal of, or
      premium, if any, or interest on any Note that are not applied but remain
      unclaimed by the Holder of such Note for two years after the date upon which
      the
      principal of, or premium, if any, or interest on such Note shall have
      respectively become due and payable shall be repaid to the Company (or, if
      appropriate, the Guarantors) upon a Company Request, or if such moneys are
      then
      held by the Issuers or the Guarantors in trust, such moneys shall be released
      from such trust; and the Holder of such Note entitled to receive such payment
      shall thereafter, as an unsecured general creditor, look only to the Issuers
      and
      the Guarantors for the payment thereof, and all liability of the Trustee or
      such
      Paying Agent with respect to such trust money shall thereupon cease;
provided,
      that
      the Trustee or any such Paying Agent, before being required to make any such
      repayment, may, at the expense of the Issuers and the Guarantors, either mail
      to
      each Noteholder affected, at the address shown in the register of the Notes
      maintained by the Registrar pursuant to Section 2.04, or cause to be published
      once a week for two successive weeks, in a newspaper published in the English
      language, customarily published each Business Day and of general circulation
      in
      the City of New York, New York, a notice that such money remains unclaimed
      and
      that, after a date specified therein, which shall not be less than 30 days
      from
      the date of such mailing or publication, any unclaimed balance of such moneys
      then remaining will be repaid to the Company. After payment to the Issuers
      or
      the Guarantors or the release of any money held in trust by the Issuers or
      any
      Guarantors, as the case may be, Noteholders entitled to the money must look
      only
      to the Issuers and the Guarantors for payment as general creditors unless
      applicable abandoned property law designates another Person.

     

    
      
        77

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      TEN  

     

    


     

    GUARANTEE
      OF NOTES

     

    
      	SECTION
              10.01.  	
              Guarantee.

            


    

     

    Subject
      to the provisions of this Article Ten, the Guarantors, by execution of this
      Indenture, jointly and severally, guarantee to each Holder (i) the due and
      punctual payment of the principal of and interest on each Note, when and as
      the
      same shall become due and payable, whether at maturity, by acceleration or
      otherwise, the due and punctual payment of interest on the overdue principal
      of
      and interest on the Notes, to the extent lawful, and the due and punctual
      payment of all other obligations and due and punctual performance of all
      obligations of the Issuers to the Holders or the Trustee all in accordance
      with
      the terms of such Note and this Indenture, and (ii) in the case of any extension
      of time of payment or renewal of any Notes or any of such other obligations,
      that the same will be promptly paid in full when due or performed in accordance
      with the terms of the extension or renewal, at stated maturity, by acceleration
      or otherwise. Each Guarantor, by execution of this Indenture, agrees that its
      obligations hereunder shall be absolute and unconditional, irrespective of,
      and
      shall be unaffected by, any invalidity, irregularity or unenforceability of
      any
      such Note or this Indenture, any failure to enforce the provisions of any such
      Note or this Indenture, any waiver, modification or indulgence granted to the
      Issuers with respect thereto by the Holder of such Note, or any other
      circumstances which may otherwise constitute a legal or equitable discharge
      of a
      surety or such Guarantor.

     

    Each
      Guarantor hereby waives diligence, presentment, demand for payment, filing
      of
      claims with a court in the event of merger or bankruptcy of either Issuer,
      any
      right to require a proceeding first against such Issuer, protest or notice
      with
      respect to any such Note or the Indebtedness evidenced thereby and all demands
      whatsoever, and covenants that this Guarantee will not be discharged as to
      any
      such Note except by payment in full of the principal thereof and interest
      thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the
      one hand, and the Holders and the Trustee, on the other hand, (i) the maturity
      of the obligations guaranteed hereby may be accelerated as provided in Article
      Six for the purposes of this Guarantee, notwithstanding any stay, injunction
      or
      other prohibition preventing such acceleration in respect of the obligations
      guaranteed hereby, and (ii) in the event of any declaration of acceleration
      of
      such obligations as provided in Article Six, such obligations (whether or not
      due and payable) shall forthwith become due and payable by each Guarantor for
      the purpose of this Guarantee.

     

    The
      Guarantors shall have the right to seek contribution from any nonpaying
      Guarantor so long as the exercise of such right does not impair the rights
      of
      any Holder under the Guarantees.

     

    
      
        78

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              10.02.  	
              Execution
                and Delivery of Guarantee.

            


    

     

    To
      further evidence the Guarantee set forth in Section 10.01, each Guarantor hereby
      agrees that a notation of such Guarantee, substantially in the form included
      in
Exhibit
      G hereto,
      shall be endorsed on each Note authenticated and delivered by the Trustee and
      such Guarantee shall be executed by either manual or facsimile signature of
      an
      officer or an officer of a general partner, as the case may be, of each
      Guarantor. The validity and enforceability of any Guarantee shall not be
      affected by the fact that it is not affixed to any particular Note.

     

    Each
      of
      the Guarantors hereby agrees that its Guarantee set forth in Section 10.01
      shall
      remain in full force and effect notwithstanding any failure to endorse on each
      Note a notation of such Guarantee.

     

    If
      an
      officer of a Guarantor whose signature is on this Indenture or a Guarantee
      no
      longer holds that office at the time the Trustee authenticates the Note on
      which
      such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee
      of such Note shall be valid nevertheless.

     

    The
      delivery of any Note by the Trustee, after the authentication thereof hereunder,
      shall constitute due delivery of any Guarantee set forth in this Indenture
      on
      behalf of the Guarantor.

     

    
      	SECTION
              10.03.  	
              Limitation
                of Guarantee.

            


    

     

    The
      obligations of each Subsidiary Guarantor are limited to the maximum amount
      as
      will, after giving effect to all other contingent and fixed liabilities of
      such
      Subsidiary Guarantor and after giving effect to any collections from or payments
      made by or on behalf of any other Subsidiary Guarantor in respect of the
      obligations of such other Subsidiary Guarantor under its Guarantee or pursuant
      to its contribution obligations under this Indenture, result in the obligations
      of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent
      conveyance or fraudulent transfer under federal or state law.

     

    
      	SECTION
              10.04.  	
              Additional
                Guarantors.

            


    

     

    The
      Company covenants and agrees that it shall cause any Person which becomes
      obligated to guarantee the Notes, pursuant to the terms of Section 4.16, to
      execute a supplemental indenture and any other documentation requested by the
      Trustee satisfactory in form and substance to the Trustee in accordance with
      Section 4.16 pursuant to which such Subsidiary of the Company shall guarantee
      the obligations of the Issuers under the Notes and this Indenture in accordance
      with this Article Ten with the same effect and to the same extent as if such
      Person had been named herein as a Guarantor.

     

    
      
        79

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              10.05.  	
              Release
                of Guarantors.

            


    

     

    The
      Guarantee of any Subsidiary Guarantor will be automatically and unconditionally
      released and discharged upon any of the following:

     

    
      	(a)  	
              any
                Transfer, to any Person not an Affiliate of the Company, of all of
                the
                Capital Stock held by the Company or any of its Subsidiaries in,
                or of all
                or substantially all the assets of, such Guarantor (which Transfer
                is made
                in accordance with the Indenture and, if the Company or any of its
                Subsidiaries intends to comply with Section
                4.12
                by
                making an investment or expenditure in Replacement Assets, the Company
                or
                such Subsidiary delivers to the Trustee a written agreement that
                it will
                make such investment or expenditure within the time frame set forth
                in
                Section
                4.12);
                

            


    

     

    
      	(b)  	
              if
                the Company exercises its Legal Defeasance option or its Covenant
                Defeasance option as described in Section
                9.02
                and Section
                9.03;
                or 

            


    

     

    
      	(c)  	
              upon
                satisfaction and discharge of the Indenture or payment in full of
                the
                principal of premium, if any, and accrued and unpaid interest, if
                any, on
                the Notes and all other Obligations that are then due and
                payable.

            


    

     

    and
      in
      each such case, the Company has delivered to the Trustee an Officers’
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to such transactions have been complied
      with and that such release is authorized and permitted hereunder.

     

    The
      Trustee shall execute any documents reasonably requested by either Issuer or
      a
      Subsidiary Guarantor in order to evidence the release of such Subsidiary
      Guarantor from its obligations under its Guarantee endorsed on the Notes and
      under this Article Ten.

     

    
      	SECTION
              10.06.  	
              Waiver
                of Subrogation.

            


    

     

    Each
      Guarantor hereby irrevocably waives any claim or other rights which it may
      now
      or hereafter acquire against either Issuer that arise from the existence,
      payment, performance or enforcement of such Guarantor’s obligations under its
      Guarantee and this Indenture, including, without limitation, any right of
      subrogation, reimbursement, exoneration, indemnification, and any right to
      participate in any claim or remedy of any Holder of Notes against either Issuer,
      whether or not such claim, remedy or right arises in equity, or under contract,
      statute or common law, including, without limitation, the right to take or
      receive from the Issuers, directly or indirectly, in cash or other property
      or
      by setoff or in any other manner, payment or Note on account of such claim
      or
      other rights. If any amount shall be paid to any Guarantor in violation of
      the
      preceding sentence and the Notes shall not have been paid in full, such amount
      shall have been deemed to have been paid to such Guarantor for the benefit
      of,
      and held in trust for the benefit of, the Holders of the Notes, and shall
      forthwith be paid to the Trustee for the benefit of such Holders to be credited
      and applied upon the Notes, whether matured or unmatured, in accordance with
      the
      terms of this Indenture. Each Guarantor acknowledges that it will receive direct
      and indirect benefits from the financing arrangements contemplated by this
      Indenture and that the waiver set forth in this Section 10.06 is knowingly
      made
      in contemplation of such benefits.

     

    
      
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      	SECTION
              10.07.  	
              Notice
                to Trustee.

            


    

     

    Either
      Issuer or any Guarantor shall give prompt written notice to the Trustee of
      any
      fact known to such Issuer or any such Guarantor which would prohibit the making
      of any payment to or by the Trustee at its Corporate Trust Office in respect
      of
      the Guarantees. Notwithstanding the provisions of this Article Ten or any other
      provision of this Indenture, the Trustee shall not be charged with knowledge
      of
      the existence of any facts which would prohibit the making of any payment to
      or
      by the Trustee in respect of the Guarantees, unless and until the Trustee shall
      have received written notice thereof from the Issuers no later than two Business
      Days prior to such payment; and, prior to the receipt of any such written
      notice, the Trustee, subject to the provisions of this Section 10.07, and
      subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all
      respects to assume that no such facts exist; provided,
      however,
      that if
      the Trustee shall not have received the notice referred to in this Section
      10.07
      at least two Business Days prior to the date upon which by the terms hereof
      any
      such payment may become payable for any purpose under this Indenture (including,
      without limitation, the payment of the principal of, premium, if any, or
      interest on any Note), then, anything herein contained to the contrary
      notwithstanding, the Trustee shall have full power and authority to receive
      such
      money and to apply the same to the purpose for which such money was received
      and
      shall not be affected by any notice to the contrary which may be received by
      it
      less than one Business Day prior to such date.

     

    ARTICLE
      ELEVEN  

     

    


     

    MISCELLANEOUS

     

    
      	SECTION
              11.01.  	
              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. If any provision of this Indenture modifies
      any TIA provision that may be so modified, such TIA provision shall be deemed
      to
      apply to this Indenture as so modified. If any provision of this Indenture
      excludes any TIA provision that may be so excluded, such TIA provision shall
      be
      excluded from this Indenture.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included unless expressly excluded by this
      Indenture) are a part of and govern this Indenture, whether or not physically
      contained herein.

     

    
      	SECTION
              11.02.  	
              Notices.

            


    

     

    Except
      for notice or communications to Holders, any notice or communication shall
      be
      given in writing and delivered in person, sent by facsimile, delivered by
      commercial courier service or mailed by first class mail, postage prepaid,
      addressed as follows:

     

    
      
        81

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      to the
      Issuers or any Guarantor:

     

    PCA
      LLC

     

    815
      Matthews-Mint Hill Road

     

    Matthews,
      North Carolina 28105

     

    Attention:
      Chief Financial Officer

     

    


     

    Fax
      Number: (704) 847-1548

     

    with
      a
      copy to:

     

    PAUL,
      WEISS, RIFKIND, WHARTON & GARRISON LLP

     

    1285
      Avenue of the Americas

     

    New
      York,
      New York 10019

     

    Attention:
      Richard S. Borisoff, Esq.

     

    Fax
      Number: (212) 757-3990

     

    If
      to the
      Trustee, Registrar or Paying Agent:

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.

     

    101
      Barclay Street

     

    Floor
      21W

     

    New
      York,
      New York 10286

     

    Attention:
      Corporate Trust Administration

     

    


     

    Fax
      Number: (212) 896-7299

     

    Such
      notices or communications shall be effective when received and shall be
      sufficiently given if so given within the time prescribed in this
      Indenture.

     

    The
      Issuers, the Guarantors or the Trustee by written notice to the others may
      designate additional or different addresses for subsequent notices or
      communications.

     

    Any
      notice or communication mailed to a Noteholder shall be mailed to him by first
      class mail, postage prepaid, at his address shown on the register kept by the
      Registrar.

     

    Failure
      to mail a notice or communication to a Noteholder or any defect in it shall
      not
      affect its sufficiency with respect to other Noteholders. If a notice or
      communication to a Noteholder is mailed in the manner provided above, it shall
      be deemed duly given, whether or not the addressee receives it.

     

    In
      case
      by reason of the suspension of regular mail service, or by reason of any other
      cause, it shall be impossible to mail any notice as required by this Indenture,
      then such method of notification as shall be made with the approval of the
      Trustee shall constitute a sufficient mailing of such notice.

     

    
      
        82

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              11.03.  	
              Communications
                by Holders with Other Holders.

            


    

     

    Noteholders
      may communicate pursuant to TIA § 312(b) with other Noteholders with respect to
      their rights under this Indenture or the Notes. The Issuers, the Guarantors,
      the
      Trustee, the Registrar and anyone else shall have the protection of TIA §
      312(c).

     

    
      	SECTION
              11.04.  	
              Certificate
                and Opinion as to Conditions Precedent.

            


    

     

    Upon
      any
      request or application by the Issuers or any Guarantor to the Trustee to take
      any action under this Indenture or the Collateral Agreements, the Issuers or
      such Guarantor shall furnish to the Trustee:

     

    (1)  an
      Officers’ Certificate (which shall include the statements set forth in Section
      11.05 below) stating that, in the opinion of the signers, all conditions
      precedent, if any, provided for in this Indenture or the Collateral Agreements
      relating to the proposed action have been complied with; and

     

    (2)  an
      Opinion of Counsel (which shall include the statements set forth in Section
      11.05 below) stating that, in the opinion of such counsel, all such conditions
      precedent have been complied with.

     

    
      	SECTION
              11.05.  	
              Statements
                Required in Certificate and Opinion.

            


    

     

    Each
      certificate and opinion with respect to compliance by or on behalf of the
      Issuers or any Guarantor with a condition or covenant provided for in this
      Indenture and the Collateral Agreements shall include:

     

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

     

    (2)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (3)  a
      statement that, in the opinion of such Person, it or he has made such
      examination or investigation as is necessary to enable it or 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 Person, such covenant
      or
      condition has been complied with.

     

    
      	SECTION
              11.06.  	
              Rules
                by Trustee and Agents.

            


    

     

    The
      Trustee may make reasonable rules for action by or meetings of Noteholders.
      The
      Registrar and Paying Agent may make reasonable rules for their
      functions.

     

    
      
        83

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              11.07.  	
              Business
                Days; Legal Holidays.

            


    

     

    A
      “Business
      Day”
      or
“business
      day”
      is a
      day that is not a Legal Holiday. A “Legal
      Holiday”
      is a
      Saturday, a Sunday or other day on which (i) commercial banks in the City of
      New
      York are authorized or required by law to close or (ii) the New York Stock
      Exchange is not open for trading. If a payment date is a Legal Holiday at a
      place of payment, payment may be made at that place on the next succeeding
      day
      that is not a Legal Holiday, and no interest shall accrue for the intervening
      period.

     

    
      	SECTION
              11.08.  	
              Governing
                Law.

            


    

     

    This
      Indenture, the Notes and the Guarantees shall be governed by and construed
      in
      accordance with the laws of the State of New York, but without giving effect
      to
      applicable principles of conflicts of law to the extent that the application
      of
      the law of another jurisdiction would be required thereby.

     

    
      	SECTION
              11.09.  	
              No
                Adverse Interpretation of Other Agreements.

            


    

     

    This
      Indenture may not be used to interpret another indenture, loan, security or
      debt
      agreement of the Company or any Subsidiary thereof. No such indenture, loan,
      security or debt agreement may be used to interpret this Indenture.

     

    
      	SECTION
              11.10.  	
              Successors.

            


    

     

    All
      agreements of the Issuers and the Guarantors in this Indenture and the Notes
      shall bind their respective successors. All agreements of the Trustee, any
      additional trustee and any Paying Agents in this Indenture shall bind its
      successor.

     

    
      	SECTION
              11.11.  	
              Multiple
                Counterparts.

            


    

     

    The
      parties may sign multiple counterparts of this Indenture. Each signed
      counterpart shall be deemed an original, but all of them together represent
      one
      and the same agreement.

     

    
      	SECTION
              11.12.  	
              Table
                of Contents, Headings, etc.

            


    

     

    The
      table
      of contents, crossreference sheet and headings of the Articles and Sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part hereof, and shall in no way modify or restrict any of
      the
      terms or provisions hereof.

     

    
      
        84

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              11.13.  	
              Separability.

            


    

     

    Each
      provision of this Indenture shall be considered separable and if for any reason
      any provision which is not essential to the effectuation of the basic purpose
      of
      this Indenture or the Notes shall be invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    ARTICLE
      TWELVE  

     

    SECURITY

     

    
      	SECTION
              12.01.  	
               Grant
                of Security Interest.

            


    

     

    (1) To
      secure
      the due and punctual payment of the principal of, premium, if any, and interest,
      if any, on the Notes and amounts due hereunder and under the Guarantees when
      and
      as the same shall be due and payable, whether on an Interest Payment Date,
      by
      acceleration, purchase, repurchase, redemption or otherwise, and interest on
      the
      overdue principal of, premium, if any, and interest (to the extent permitted
      by
      law), if any, on the Notes and the performance of all other Obligations of
      the
      Company and the Guarantors to the Holders, the Collateral Agent or the Trustee
      under this Indenture, the Collateral Agreements, the Guarantees and the Notes,
      the Company and the Guarantors hereby covenant to cause the Collateral
      Agreements to be executed and delivered concurrently with this Indenture. The
      Collateral Agreements shall provide for the grant of security interests in
      the
      Collateral by the Company and Guarantors party thereto to the Collateral Agent.
      Notwithstanding anything to the contrary herein, no Collateral shall consist
      of
      any Excluded Assets.

     

    (2) The
      Trustee and each Holder, by its acceptance of a Note, (i) appoints the
      Collateral Agent to act as its agent (and by its signature below, the Collateral
      Agent accepts such appointment) and (ii) consents and agrees to the terms of
      each Collateral Agreement, as the same may be in effect or may be amended from
      time to time in accordance with their respective terms, and authorizes and
      directs the Collateral Agent to enter into the Collateral Agreements and to
      perform its obligations and exercise its rights thereunder in accordance
      therewith. The Company shall, and shall cause each of its Subsidiaries to,
      do or
      cause to be done, at its sole cost and expense, all such actions and things
      as
      may be necessary or proper, or as may be required by the provisions of the
      Collateral Agreements, to assure and confirm to the Collateral Agent the
      security interests in the Collateral contemplated hereby and by the Collateral
      Agreements, as from time to time constituted, so as to render the same available
      for the security and benefit of this Indenture and of the Notes and Guarantees
      secured hereby, according to the intent and purpose herein and therein
      expressed. The Company shall, and shall cause each of its Subsidiaries to,
      take
      any and all actions required or as may be reasonably requested by the Collateral
      Agent to cause the Collateral Agreements to create and maintain, as security
      for
      the Obligations contained in this Indenture, the Notes, the Collateral
      Agreements and the Guarantees, valid and enforceable, perfected (except as
      expressly provided herein or therein) security interests in and on all the
      Collateral, in favor of the Collateral Agent, superior to and prior to the
      rights of all third Persons (except as contemplated by the Intercreditor
      Agreement), and subject to no other Liens (other than Permitted Liens), in
      each
      case, except as expressly provided herein or therein.

     

    
      
        85

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              12.02.  	
               Recording
                and Opinions.

            


    

     

    The
      Company shall, and shall cause each of its Subsidiaries to, at its sole cost
      and
      expense, take or cause to be taken all action required to perfect, maintain,
      preserve and protect the security interests in the Collateral granted by the
      Collateral Agreements to the extent such security interests may be perfected
      by
      filings or taking of control under the applicable Uniform Commercial Code,
      filings with the United States Patent and Trademark Office or the United States
      Copyright Office and recordings of the mortgages, including (i) the filing
      of
      financing statements, continuation statements, collateral assignments and any
      instruments of further assurance, in such manner and in such places as may
      be
      required by law to preserve and protect fully the rights of the Holders, the
      Collateral Agent, and the Trustee under this Indenture and the Collateral
      Agreements to all property comprising the Collateral, and (ii) the delivery
      of
      the certificates evidencing the securities pledged under the Security Agreement,
      duly endorsed in blank or accompanied by undated stock powers or other
      instruments of transfer executed in blank, it being understood that concurrently
      with the execution of this Indenture the Company and its Subsidiaries have
      delivered financing statements for filing by the Initial Purchaser or its
      agents. The Company shall from time to time promptly pay all financing and
      continuation statement recording and/or filing fees, charges and recording
      and
      similar taxes relating to this Indenture, the Collateral Agreements and any
      amendments hereto or thereto and any other instruments of further assurance
      required pursuant hereto or thereto.

     

    To
      the
      extent required by Section 3.14(b) of the TIA, the Company shall furnish to
      the
      Trustee and the Collateral Agent (if other than the Trustee), on or within
      one
      month of July 1 of each year, commencing July 1, 2006, an Opinion of Counsel
      either (i) stating that, in the opinion of such counsel, all action necessary
      to
      perfect or continue the perfection of the security interests created by the
      Collateral Agreements to the extent such security interests may be perfected
      by
      filings or taking of control under the applicable Uniform Commercial Code,
      filings with the United States Patent and Trademark Office or the United States
      Copyright Office and recordings of the mortgages and reciting the details of
      such action or referring to prior Opinions of Counsel in which such details
      are
      given have been taken or (ii) stating that, in the Opinion of such Counsel,
      no
      such action is necessary to perfect or continue the perfection of any security
      interest created under any of the Collateral Agreements

     

    
      	SECTION
              12.03.  	
               
                Release of Collateral.

            


    

     

    (a)  The
      Collateral Agent shall not at any time release Collateral from the security
      interests created by the Collateral Agreements unless such release is in
      accordance with the provisions of this Indenture and the applicable Collateral
      Agreements.

     

    (b)  At
      any
      time when an Event of Default shall have occurred and be continuing, no release
      of Collateral pursuant to the provisions of this Indenture and the Collateral
      Agreements (except to the extent specifically provided in any such provision)
      shall be effective as against the Holders.

     

    (c)  The
      release of any Collateral from the terms of the Collateral Agreements shall
      not
      be deemed to impair the security under this Indenture in contravention of the
      provisions hereof if and to the extent the Collateral is released pursuant
      to
      this Indenture and the Collateral Agreements. To the extent applicable and
      except as provided under Section 12.03(d) or (e) below, the Issuers will cause
      Section 313(b) of the TIA, relating to reports, and Section 314(d)
      of
      the TIA, relating to the release of property and to the substitution therefor
      of
      any property to be pledged as Collateral for the Notes, to be complied with.
      Any
      certificate or opinion required by Section 314(d) of the TIA may be
      made by
      an Officer of the Issuers except in cases where Section 314(d) requires
      that such certificate or opinion be made by an independent engineer, appraiser
      or other expert, who shall be reasonably satisfactory to the Trustee.
      Notwithstanding anything to the contrary in this paragraph, the Issuers will
      not
      be required to comply with all or any portion of Section 314(d) of the
      TIA
      (i) to the extent provided under Section 12.03(d) or (e) below or (ii) if they
      otherwise determine, in good faith based on Opinion of Counsel, that under
      the
      terms of Section 314(d) and/or any interpretation or guidance as to
      the
      meaning thereof of the SEC and its staff, including “no action” letters or
      exemptive orders, all or any portion of Section 314(d) is
      inapplicable.

     

    
      
        86

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Notwithstanding
      any provision to the contrary herein, so long as no Event of Default under
      the
      Indenture would result therefrom, the Issuers and the Guarantors may, among
      other things, without any release or consent by the Trustee or Collateral Agent,
      conduct ordinary course activities with respect to the Collateral, including,
      without limitation, (i) selling or otherwise disposing of in any transaction
      or
      series of related transactions, any property subject to the Lien of the
      Collateral Agreements which has become worn out, defective or obsolete or not
      used or useful in the business; (ii) abandoning, terminating, canceling,
      releasing or making alterations in or substitutions of any leases or contracts
      subject to the Lien of the Indenture or any of the Collateral Agreements; (iii)
      surrendering or modifying any franchise, license or permit subject to the Lien
      of the Indenture or any of the Collateral Agreements which it may own or under
      which it may be operating; altering, repairing, replacing, changing the location
      or position of and adding to its structures, machinery, systems, equipment,
      fixtures and appurtenances: (iv) granting a license of any intellectual
      property; (v) selling, transferring or otherwise disposing of inventory; (vi)
      selling, collecting, liquidating, factoring or otherwise disposing of accounts
      receivable; (vii) making cash payments (including for the scheduled repayment
      of
      Indebtedness or the acquisition of additional assets) from cash that is at
      any
      time part of the Collateral in the ordinary course of business that are not
      otherwise prohibited by the Indenture and the Collateral Agreements; and (viii)
      abandoning any intellectual property which is no longer useful or useful in
      the
      Issuers’ business; in case of each of clauses (i)-(viii), to the extent in the
      ordinary course of business of the Issuers or the applicable Guarantor. The
      Issuers must deliver to the Collateral Agent, within 30 calendar days following
      the end of each six-month period beginning on January 1 and July 1 of any year,
      an Officer’s Certificate to the effect that all releases and withdrawals during
      the preceding six-month period (or since the Issue Date, in the case of the
      first such certificate) in which no release or consent of the Collateral Agent
      was obtained in the ordinary course of the Issuers’ and the Guarantors’ business
      were not prohibited by the Indenture. 

     

    (e)  Notwithstanding
      any provision to the contrary herein, Collateral comprised of accounts
      receivable, inventory or (prior to the occurrence and during the continuance
      of
      an Event of Default) the proceeds of the foregoing shall be subject to release
      upon sales of such inventory and collection of the proceeds of such accounts
      receivable in the ordinary course of business. 

     

    
      
        87

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              12.04.  	
              Specified
                Releases of Collateral.

            


    

     

    (a)  Subject
      to Section
      12.03,
      Collateral may be released from the Lien and security interest created by the
      Collateral Agreements at any time or from time to time in accordance with the
      provisions of the Collateral Agreements, including the Intercreditor Agreement,
      or as provided hereby. 

     

    (b)  The
      Issuers shall be entitled to releases of assets included in the Collateral
      from
      the Liens securing the Notes under any one or more of the following
      circumstances:

     

    (1)  to
      enable
      the Issuers and their Subsidiaries to consummate Asset Sales or Transfers that
      are not Asset Sales permitted under Section
      4.12;

     

    (2)  if
      any
      Subsidiary that is a Guarantor is released from its Guarantee in accordance
      with
      the terms of the Indenture, that Subsidiary’s assets will also be
      released;

     

    (3)  if
      the
      Issuers exercise their Legal Defeasance or Covenant Defeasance option as
      described in Section
      9.01;

     

    (4)  upon
      satisfaction and discharge of the Indenture or payment in full in cash of the
      principal of, and premium, if any, accrued and unpaid interest, if any, on
      the
      Notes and all other obligations that are then due and payable;

     

    (5)  with
      the
      consent of the Holders of at least 662⁄3% (or, with respect to the release of all
      or substantially all of the Collateral otherwise than in accordance with the
      Indenture or the Collateral Agreements, 75%) of the aggregate principal amount
      of the outstanding Notes (including, without limitation, consents obtained
      in
      connection with a tender offer or exchange offer for, or purchase of,
      Notes);

     

    (6)  if
      any
      Collateral is condemned, seized or taken by the power of eminent domain or
      otherwise confiscated pursuant to an Event of Loss; or

     

    (7)  in
      connection with the exercise of remedies by the lenders under the Credit
      Agreement or Letters of Credit Facility.

     

    (c)  To
      the
      extent required under the TIA or by the terms of the Collateral Agreements
      or
      the Indenture and except as provided in Section 12.03(b), (d) or (e) above,
      the
      Issuers shall furnish to the Trustee, prior to each proposed release of
      Collateral by the Issuers or a Guarantor:

     

    (1)  an
      Officers’ Certificate and Opinion of Counsel and such other documentation as
      required by the Indenture;

     

    (2)  all
      documents required by §314(d) of the TIA, the Collateral Agreement, the
      Intercreditor Agreement and the Indenture; and

     

    
      
        88

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)  an
      Opinion of Counsel to the effect that such accompanying documents constitute
      all
      documents required by §314(d) of the TIA, the Collateral Agreements, the
      Intercreditor Agreement and the Indenture.

     

    Upon
      compliance by the Issuers, with the conditions precedent set forth above, and
      upon delivery by the Issuers to the Trustee of an Opinion of Counsel to the
      effect that such conditions precedent have been complied with the security
      interests in the released Collateral shall be automatically released and the
      Trustee or the Collateral Agent shall promptly cause to be released and
      reconveyed to the Issuers or the applicable Guarantor the released
      Collateral.

    


     

    
      	SECTION
              12.05.  	
               Release
                upon Satisfaction or Defeasance of All Outstanding
                Obligations.

            


    

     

    The
      Liens
      on, and pledges of, all Collateral will also be terminated and released upon
      (i) payment in full of the principal of, premium, if any, on, and accrued
      and unpaid interest, if any, on the Notes and all other Obligations hereunder,
      the Guarantees and the Collateral Agreements that are due and payable at or
      prior to the time such principal, premium, if any, and accrued and unpaid
      interest, if any, are paid, (ii) a satisfaction and discharge of this
      Indenture as described above under Section
      8.02
      and
      (iii) the occurrence of a Legal Defeasance or Covenant Defeasance as
      described above under Section
      8.01.

     

    
      	SECTION
              12.06.  	
               Form
                and Sufficiency of Release.

            


    

     

    In
      the
      event that the Company or any Guarantor has sold, exchanged, or otherwise
      disposed of or proposes to sell, exchange or otherwise dispose of any portion
      of
      the Collateral that may be sold, exchanged or otherwise disposed of by the
      Company or such Guarantor, and the Company or such Guarantor requests in writing
      the Collateral Agent to furnish a written disclaimer, release or quit-claim
      of
      any interest in such property under this Indenture and the Collateral
      Agreements, the Collateral Agent shall execute, acknowledge and deliver to
      the
      Company or such Guarantor (in proper form prepared by the Company or such
      Guarantor) such an instrument promptly after satisfaction of the conditions
      set
      forth herein for delivery of any such release. Notwithstanding the preceding
      sentence, all purchasers and grantees of any property or rights purporting
      to be
      released herefrom shall be entitled to rely upon any release executed by the
      Collateral Agent hereunder as sufficient for the purpose of this Indenture
      and
      as constituting a good and valid release of the property therein described
      from
      the Lien of this Indenture or of the Collateral Agreements.

     

    
      	SECTION
              12.07.  	
               Purchaser
                Protected.

            


    

     

    No
      purchaser or grantee of any property or rights purporting to be released
      herefrom shall be bound to ascertain the authority of the Trustee or the
      Collateral Agent to execute the release or to inquire as to the existence of
      any
      conditions herein prescribed for the exercise of such authority; nor shall
      any
      purchaser or grantee of any property or rights permitted by this Indenture
      to be
      sold or otherwise disposed of by the Company be under any obligation to
      ascertain or inquire into the authority of the Company to make such sale or
      other disposition.

     

    
      
        89

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	SECTION
              12.08.  	
              Authorization
                of Actions to be Taken by the Collateral Agent Under the Collateral
                Agreements.

            


    

     

    Subject
      to the provisions of the applicable Collateral Agreements, the Trustee and
      each
      Holder, by acceptance of its Note(s) agrees that (a) the Collateral Agent shall
      execute and deliver the Collateral Agreements and act in accordance with the
      terms thereof, (b) the Collateral Agent may, in its sole discretion and without
      the consent of the Trustee or the Holders, take all actions it deems necessary
      or appropriate in order to (i) enforce any of the terms of the Collateral
      Agreements, subject to the terms of the Intercreditor Agreement, and (ii)
      collect and receive any and all amounts payable in respect of the Obligations
      of
      the Company and the Guarantors hereunder and under the Notes, the Guarantees
      and
      the Collateral Agreements, subject to the terms of the Intercreditor Agreement
      and (c) subject to the terms of the Intercreditor Agreement, the Collateral
      Agent shall have power to institute and to maintain such suits and proceedings
      as it may deem expedient to prevent any impairment of the Collateral by any
      act
      that may be unlawful or in violation of the Collateral Agreements or this
      Indenture, and suits and proceedings as the Collateral Agent may deem expedient
      to preserve or protect its interests and the interests of the Trustee and the
      Holders in the Collateral (including the power to institute and maintain suits
      or proceedings to restrain the enforcement of or compliance with any legislative
      or other governmental enactment, rule or order that may be unconstitutional
      or
      otherwise invalid if the enforcement of, or compliance with, such enactment,
      rule or order would impair the security interest thereunder or be prejudicial
      to
      the interests of the Collateral Agent, the Holders or the Trustee).
      Notwithstanding the foregoing, the Collateral Agent may, at the expense of
      the
      Company, request the direction of the Holders with respect to any such actions
      and upon receipt of the written consent of the Holders of at least a majority
      in
      aggregate principal amount of the outstanding Notes, shall take such actions;
      provided
      that all
      actions so taken shall, at all times, be in conformity with the requirements
      of
      the Intercreditor Agreements and applicable laws, rules and
      regulations.

     

    
      	SECTION
              12.09.  	
               Authorization
                of Receipt of Funds by the Trustee Under the Collateral
                Agreements.

            


    

     

    The
      Collateral Agent is authorized to receive any funds for the benefit of itself,
      the Trustee and the Holders distributed under the Collateral Agreements and
      to
      the extent not prohibited under the Intercreditor Agreement, for turnover to
      the
      Trustee to make further distributions of such funds to itself, the Trustee
      and
      the Holders in accordance with the provisions of Section
      6.10
      and the
      other provisions of this Indenture.

     

    
      	SECTION
              12.10.  	
               Intercreditor
                Agreement.

            


    

     

    This
      Article
      Twelve,
      the
      Mortgages and the Security Agreement are subject to the terms, limitations
      and
      conditions set forth in the Intercreditor Agreement and applicable laws, rules
      and regulations.

    


     

    



    
      
        
          


        

        90

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    By: __/s/
      Barry J. Feld_______________________

                                        Name:
      Barry J.
      Feld

                                        Title:
      President and
      CEO

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Guarantors:

     

    


     

    Portrait
      Corporation of America, Inc.

                                    American
      Studios,
      Inc.

                                    PCA
      National
      LLC

                                    PCA
      Photo Corporation
      of Canada, Inc. 

                                    Hometown
      Threads
      LLC

                                    Photo
      Corporation of
      America

     

    By: __/s/
      Barry J. Feld___________________

                                    Name:
      Barry J.
      Feld

                                    Title:
      President and
      CEO

     

    PCA
      National of Texas L.P.

     

    By: PCA
      National LLC,

                                            its
      general
      partner

     

                             By: __/s/
      Barry J. Feld_____________________

                                            Name:
      Barry J.
      Feld

                                            Title:
      President and
      CEO

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., as Trustee

     

    By: __/s/
      Craig A. Kaye_______________________

    Name:
      Craig A. Kaye

    Title:
      Assistant Vice President

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

     

    CUSIP

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    No.                                                                     $

     

    14%
      SENIOR
      SECURED NOTE DUE 2009

     

    PCA
      LLC,
      a Delaware limited liability company, as issuer (the “Company”),
      and
      PCA Finance Corp., a Delaware corporation, as co-issuer (“PCA
      Finance”
      and,
      collectively with the Company, the “Issuers”),
      for
      value received, promise to pay to [ ] or registered assigns the principal sum
      of
      $[ ] dollars on June 1, 2009.

     

    Interest
      Payment Dates: the first day of each month.

     

    Record
      Dates: the 15th
      day of
      the immediately preceding month.

     

    Reference
      is made to the further provisions of this Note contained herein, which will
      for
      all purposes have the same effect as if set forth at this place.

     


    
      
        
          A-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or
      by
      facsimile by its duly authorized officers.

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    By:  

     

    Name:

     

    Title:

     

    By:  

     

    Name:

     

    Title:

     


    
      
        
          A-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Certificate
      of Authentication

     

    This
      is
      one of the 14% Senior Secured Notes Due 2009 referred to in the within mentioned
      Indenture.

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., as Trustee

     

    By:  

     

    Dated:

     


    
      
        
          A-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    [FORM
      OF
      REVERSE OF NOTE]

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    14%
      SENIOR
      SECURED NOTE DUE 2009

     

    1.  Interest.
      PCA
      LLC, a Delaware limited liability company, as issuer (the “Company”),
      and
      PCA Finance Corp., a Delaware corporation, as co-issuer (“PCA
      Finance”
      and,
      collectively with the Company, the “Issuers”),
      promise to pay, until the principal hereof is paid or made available for
      payment, interest on the principal amount set forth on the face hereof at a
      rate
      of 14% per annum. Interest hereon will accrue from and including the most recent
      date to which interest has been paid or, if no interest has been paid, from
      and
      including July 15, 2005 to but excluding the date on which interest is paid.
      Interest shall be payable in arrears on the first day of each month. Interest
      will be computed on the basis of a 360 day year of twelve 30 day months and
      actual days elapsed. The Issuers shall pay interest on overdue principal and
      on
      overdue interest (to the full extent permitted by law) at the rate borne by
      the
      Notes.

     

    2.  Method
      of Payment.
      The
      Issuers will pay interest hereon (except defaulted interest) to the Persons
      who
      are registered Holders at the close of business on the 15th
      day of
      the immediately preceding month of the interest payment date (whether or not
      a
      Business Day). Holders must surrender Notes to a Paying Agent to collect
      principal payments. The Issuers will pay principal and interest in money of
      the
      United States of America that at the time of payment is legal tender for payment
      of public and private debts. Interest may be paid by check mailed to the Holder
      entitled thereto at the address indicated on the register maintained by the
      Registrar for the Notes.

     

    3.  Paying
      Agent and Registrar.
      Initially, The Bank of New York Trust Company, N.A. (the “Trustee”) will act as
      a Paying Agent and Registrar. The Issuers may change any Paying Agent or
      Registrar without notice. The Company or any of its Affiliates may act as Paying
      Agent or Registrar.

     

    4.  Indenture.
      The
      Issuers issued the Notes under an Indenture dated as of July 15, 2005 (the
      “Indenture”) among the Issuers, the Guarantors (as defined in the Indenture) and
      the Trustee. This is one of an issue of Notes of the Issuers issued, or to
      be
      issued, under the Indenture. The terms of the Notes include those stated in
      the
      Indenture and those made part of the Indenture by reference to the Trust
      Indenture Act of 1939 (15 U.S. Code §§ 77aaa77bbbb), as amended from time to
      time. The Notes are subject to all such terms, and Holders are referred to
      the
      Indenture and such Act for a statement of them. Capitalized and certain other
      terms used herein and not otherwise defined have the meanings set forth in
      the
      Indenture.

     

    5.  Redemption.
      

     

    (a)  Optional
      Redemption prior to December 1, 2006.
      The
      Notes are redeemable (subject to the right of Holders of record on the relevant
      record date to receive interest due on an interest payment date that is on
      or
      prior to the date fixed for redemption) in whole at any time or in part from
      time to time prior to December 1, 2006, at the option of the Issuers, at a
      redemption price equal to the greater of:

     

    
      
        A-4

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (1)
                

            	
              101%
                of the aggregate principal amount of the Notes being redeemed, plus
                accrued and unpaid interest, if any, thereon to the Redemption Date;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                sum of the present values of 107% of the aggregate principal amount
                of
                such Notes and scheduled payments of interest on such Notes to and
                including December 1, 2006, discounted to the Redemption Date on
                a
                semi-annual basis (assuming a 360-day year consisting of twelve 30-day
                months) at the Treasury Rate plus 50 basis points, together with
                accrued
                and unpaid interest, if any, to the Redemption
                Date.

            


    

     

    (b)  Optional
      Redemption on or after December 1, 2006.
      The
      Notes are redeemable (subject to the rights of Holders of record on the relevant
      Record Date to receive interest due on an Interest Payment Date that is on
      or
      prior to the date fixed for redemption) in whole at any time or in part from
      time to time on or after December 1, 2006, at the option of the Issuers, at
      the
      following redemption prices (expressed as percentages of the aggregate principal
      amount thereof) if redeemed during the six-month period commencing on dates
      set
      forth below:

     

    
      	 
	
              Six-Month
                Period

            	
              Percentage

            
	 	 
	
              December
                1, 2006

            	
              107.000%

            
	
              June
                1, 2007

            	
              105.250%

            
	
              December
                1, 2007

            	
              103.500%

            
	
              June
                1, 2008

            	
              101.750%

            
	
              December
                1, 2008 and thereafter
                and thereafter 

            	
              100.000%

            
	 	 


    

    In
      addition, the Issuers must pay accrued and unpaid interest, if any, on the
      aggregate principal amount of the Notes redeemed to (but not including) the
      Redemption Date.

     

    (c)  Optional
      Redemption upon Qualified Equity Offerings.
      At any
      time, or from time to time, on or prior to December 1, 2006, the Issuers may,
      at
      their option, use an amount not to exceed the net cash proceeds of one or more
      Qualified
      Equity
      Offerings to redeem up to 35% of the aggregate principal amount of the Notes
      originally issued under the Indenture at a redemption price of 114.000% of
      the
      aggregate principal amount thereof, plus accrued and unpaid interest, if any,
      to
      the date of redemption, provided
      that:

     

    (1)  at
      least
      65% of the original principal amount of Notes issued under the Indenture remains
      outstanding immediately after any such redemption; and

     

    (2)  the
      Issuers make such redemption not more than 120 days after the consummation
      of
      any such Qualified Equity Offering.

     

    6.  Selection
      and Notice of Redemption.
      In the
      event that fewer than all of the Notes are to be redeemed, the Trustee will
      select the Notes to be redeemed, if the Notes are listed on a national
      securities exchange, in accordance with the rules of the principal national
      securities exchange on which the Notes are listed, if the Notes are not so
      listed, either on a pro rata
      basis or
      by lot, or such other method as the Trustee shall deem fair and appropriate;
      provided
      that,
      in
      the case of a redemption pursuant to Section 5(c) above, the Trustee will select
      the Notes only on a pro
      rata basis
      or
      on as nearly a pro
      rata basis
      as
      is practicable (subject to procedures of the Depositary). Notice of redemption
      will be mailed at least 30 days but not more than 60 days before the Redemption
      Date to each Holder of Notes to be redeemed at its registered address. On and
      after the Redemption Date, unless the Issuers default in making the redemption
      payment, interest on Notes called for redemption ceases to accrue on and after
      the Redemption Date.

     

    
      
        A-5

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.  Offers
      To Purchase.
      The
      Indenture provides that upon the occurrence of a Change of Control or an Asset
      Sale and subject to further limitations contained therein, the Company shall
      make an offer to purchase outstanding Notes in accordance with the procedures
      set forth in the Indenture.

     

    8.  Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of $1,000 and
      integral multiples of $1,000. A Holder may transfer or exchange Notes in
      accordance with the Indenture. The Registrar may require a Holder, among other
      things, to furnish appropriate endorsements and transfer documents and to pay
      to
      it any taxes and fees required by law or permitted by the Indenture. The
      Registrar need not register the transfer of or exchange any Notes or portion
      of
      a Note selected for redemption, or register the transfer of or exchange any
      Notes for a period of 15 days before a mailing of notice of
      redemption.

     

    9.  Persons
      Deemed Owners.
      The
      registered Holder of this Note may be treated as the owner of this Note for
      all
      purposes.

     

    10.  Unclaimed
      Money.
      If
      money for the payment of principal or interest remains unclaimed for two years,
      the Trustee will pay the money back to the Company at its written request.
      After
      that, Holders entitled to the money must look to the Issuers for payment as
      general creditors unless an “abandoned property” law designates another
      Person.

     

    11.  Amendment,
      Supplement, Waiver, Etc.
      The
      Issuers, the Guarantors and the Trustee (if a party thereto) may, without the
      consent of the Holders of any outstanding Notes, amend, waive or supplement
      the
      Indenture or the Notes for certain specified purposes, including, among other
      things, curing ambiguities, defects or inconsistencies, maintaining the
      qualification of the Indenture under the Trust Indenture Act of 1939, as
      amended, and making any change that does not materially and adversely affect
      the
      rights of any Holder. Other amendments and modifications of the Indenture or
      the
      Notes may be made by the Issuers, the Guarantors and the Trustee with the
      consent of the Holders of at least 662⁄3% (or,
      with
      respect to the release of all or substantially all of the Collateral otherwise
      than in accordance with the Indenture or the Collateral Agreements,
      75%)
      of the
      aggregate principal amount of the outstanding Notes, subject to certain
      exceptions requiring the consent of the Holders of the particular Notes to
      be
      affected.

     

    12.  Restrictive
      Covenants.
      The
      Indenture imposes certain limitations on the ability of the Company and its
      Subsidiaries to, among other things, incur additional Indebtedness, pay
      dividends on, redeem or repurchase its Capital Stock, make certain investments,
      sell assets, create restrictions on the payment of dividends or other amounts
      to
      the Company from its Subsidiaries, enter into transactions with Affiliates,
      expand into unrelated businesses, create liens, enter into sale and leaseback
      transactions or consolidate, merge or sell all or substantially all of the
      assets of the Company and its Subsidiaries and requires the Issuers to provide
      reports to Holders of the Notes. Such limitations are subject to a number of
      important qualifications and exceptions. Pursuant to Section 4.06 of the
      Indenture, the Issuers must annually report to the Trustee on compliance with
      such limitations.

     

    
      
        A-6

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.  Successor
      Corporation.
      When a
      successor corporation assumes all the obligations of its predecessor under
      the
      Notes and the Indenture and the transaction complies with the terms of Article
      Five of the Indenture, the predecessor corporation will, except as provided
      in
      Article Five, be released from those obligations.

     

    14.  Defaults
      and Remedies.
      Events
      of Default are set forth in the Indenture. Subject to certain limitations in
      the
      Indenture, if an Event of Default (other than an Event of Default specified
      in
      Section 6.01(7) or (8) of the Indenture with respect to either Issuer) occurs
      and is continuing, then, and in each and every such case, either the Trustee,
      by
      notice in writing to the Issuers, or the Holders of not less than 25% of the
      principal amount of the Notes then outstanding, by notice in writing to the
      Issuers and the Trustee, may declare due and payable, if not already due and
      payable, the principal of and any accrued and unpaid interest on all of the
      Notes; and upon any such declaration all such amounts upon such Notes shall
      become and be immediately due and payable, anything in this Indenture or in
      the
      Notes to the contrary notwithstanding. If an Event of Default specified in
      Section 6.01(7) or (8) of the Indenture occurs with respect to either Issuer,
      then the principal of and any accrued and unpaid interest on all of the Notes
      shall immediately become due and payable without any declaration or other act
      on
      the part of the Trustee or any Holder. Holders may not enforce the Indenture
      or
      the Notes except as provided in the Indenture. The Trustee may require indemnity
      satisfactory to it before it enforces the Indenture or the Notes. Subject to
      certain limitations, Holders of at least 662⁄3% (or, with respect to the release
      of all or substantially all of the Collateral otherwise than in accordance
      with
      the Indenture or the Collateral Agreements, 75%) of the aggregate principal
      amount of the outstanding Notes may direct the Trustee in its exercise of any
      trust or power. The Trustee may withhold from Holders notice of any continuing
      default (except a default in payment of principal, premium, if any, or interest
      on the Notes or a default in the observance or performance of any of the
      obligations of the Issuers under Article Five of the Indenture) if it determines
      that withholding notice is in their best interests.

     

    15.  Trustee
      Dealings with Company.
      The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates, and
      may
      otherwise deal with the Company or its Affiliates, as if it were not
      Trustee.

     

    16.  No
      Recourse Against Others.
      No
      past, present or future director, officer, employee, incorporator, agent, member
      or stockholder or Affiliate of the Issuers, as such, shall have any liability
      for any obligations of the Issuers under the Notes, the Indenture or for any
      claim based on, in respect of, or by reason of, such obligations or their
      creation. No past, present or future director, officer, employee, incorporator,
      agent or stockholder or Affiliate of any of the Guarantors, as such, shall
      have
      any liability for any obligations of the Guarantors under the Guarantees, the
      Indenture or for any claim based on, in respect of, or by reason of, such
      obligations or their creation. Each Holder of Notes and Guarantees by accepting
      a Note and a Guarantee waives and releases all such liabilities. The waiver
      and
      release are part of the consideration for issuance of the Notes and the
      Guarantees.

     

    
      
        A-7

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.  Discharge.
      The
      Issuers’ obligations pursuant to the Indenture will be discharged, except for
      obligations pursuant to certain sections thereof, subject to the terms of the
      Indenture, upon the payment of all the Notes or upon the irrevocable deposit
      with the Trustee of United States dollars or U.S. Government Obligations
      sufficient to pay when due principal of and interest on the Notes to maturity
      or
      redemption, as the case may be.

     

    18.  Guarantees.
      The
      Note will be entitled to the benefits of certain Guarantees made for the benefit
      of the Holders. Reference is hereby made to the Indenture for a statement of
      the
      respective rights, limitations of rights, duties and obligations thereunder
      of
      the Guarantors, the Trustee and the Holders.

     

    19.  Authentication.
      This
      Note shall not be valid until the Trustee signs the certificate of
      authentication on the other side of this Note.

     

    20.  Governing
      Law.
      THIS
      NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE
      OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
      OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD
      BE REQUIRED THEREBY. The Trustee, the Issuers and the Guarantors agree to submit
      to the jurisdiction of the courts of the State of New York in any action or
      proceeding arising out of or relating to the Indenture or the
      Notes.

     

    21.  Abbreviations.
      Customary abbreviations may be used in the name of a Holder or an assignee,
      such
      as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT
      TEN
      (= joint tenants with right of survivorship and not as tenants in common),
      CUST
      (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     

    The
      Issuers will furnish to any Holder upon written request and without charge
      a
      copy of the Indenture. Requests may be made to:

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    c/o
      PCA
      LLC

     

    815
      MatthewsMint Hill Road

     

    Matthews,
      North Carolina 28105

     

    Attention:
      Chief Financial Officer

     


    
      
        
          A-8

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ASSIGNMENT

     

    I
      or we
      assign and transfer this Note to:

     

     

    (Insert
      assignee’s social security or tax I.D. number)

     

     

    (Print
      or
      type name, address and zip code of assignee)

     

    and
      irrevocably appoint:

     

    Agent
      to
      transfer this Note on the books of the Issuers. The Agent may substitute another
      to act for him.

     

    Date:  Your
      Signature:       

     

    (Sign
      exactly as your name appears on 

     

    the
      other
      side of this Note)

     

    Signature
      Guarantee: ______________________________

     

    SIGNATURE
      GUARANTEE

     

    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.

     


    
      
        
          A-9

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    OPTION
      OF
      HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have all or any part of this Note purchased by the Company
      pursuant to Section
      4.08
      or
Section
      4.12
      of the
      Indenture, check the appropriate box:

     

    ● Section
      4.08 ● Section
      4.12

     

    If
      you
      want to have only part of the Note purchased by the Company pursuant to Section
      4.08 or Section 4.12 of the Indenture, state the amount you elect to have
      purchased:

     

    $      

     

    (multiple
      of $1,000)

     

    Date:     

     

    Your
      Signature: ______________________________

     

    (Sign
      exactly as your name appears on the

     

    face
      of
      this Note)

     

     

    Signature
      Guaranteed

     

    SIGNATURE
      GUARANTEE

     

    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.

     

    



    
      
        
          A-10

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    [FORM
      OF
      LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE

     

    RESTRICTED
      NOTES]

     

    The
      Notes evidenced hereby have not been registered under the United States
      Securities Act of 1933 (the “Securities Act”) and may not be offered, sold,
      pledged or otherwise transferred except (a) (1) to a person whom the seller
      reasonably believes is a qualified institutional buyer within the meaning of
      Rule 144A under the Securities Act purchasing for its own account or for the
      account of a qualified institutional buyer in a transaction meeting the
      requirements of Rule 144A, (2) in an offshore transaction complying with Rule
      903 or Rule 904 of Regulation S under the Securities Act, (3) pursuant to an
      exemption from registration under the Securities Act provided by Rule 144
      thereunder (if available), (4) to an institutional accredited investor in a
      transaction exempt from the registration requirements of the Securities Act
      or
      (5) pursuant to an effective registration statement under the Securities Act
      and
      (b) in accordance with all applicable securities laws of the United States
      and
      other jurisdictions.

     


    
      
        
          B-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    [FORM
      OF
      ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE

     

    RESTRICTED
      NOTES]

     

    I
      or we
      assign and transfer this Note to:

     

     

    (Insert
      assignee’s social security or tax I.D. number)

     

     

    (Print
      or
      type name, address and zip code of assignee)

     

    and
      irrevocably appoint:

     

    Agent
      to
      transfer this Note on the books of the Issuers. The Agent may substitute another
      to act for him.

     

    [Check
      One]

     

    [
      ]
      (a) 
      this
      Note is being transferred in compliance with the exemption from registration
      under the Securities Act provided by Rule 144A thereunder.

     

    or

     

    [
      ] (b)
      this Note is being transferred other than in accordance with (a) above and
      documents are being furnished which comply with the conditions of transfer
      set
      forth in this Note and the Indenture.

     

    If
      none
      of the foregoing boxes is checked, the Trustee or Registrar shall not be
      obligated to register this Note in the name of any person other than the Holder
      hereof unless and until the conditions to any such transfer of registration
      set
      forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
      satisfied.

     

    Date:  Your
      Signature:      

     

    (Sign
      exactly as your name

     

    appears
      on the face of this Note)

     

    Signature
      Guarantee:           

     

    SIGNATURE
      GUARANTEE

     

    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.

     


    
      
        
          B-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    TO
      BE
      COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

     

    The
      Transfer is being effected pursuant to and in accordance with Rule 144A under
      the Securities Act, and, accordingly, the Transferor hereby further certifies
      that the beneficial interest or certificated Note is being Transferred to a
      Person that the Transferor reasonably believed and believes is purchasing the
      beneficial interest or certificated Note for its own account, or for one or
      more
      accounts with respect to which such Person exercises sole investment discretion,
      and such Person and each such account is a “qualified institutional buyer”
      within the meaning of Rule 144A in a transaction meeting the requirements of
      Rule 144A and such Transfer is in compliance with any applicable securities
      laws
      of any state of the United States. Upon consummation of the proposed Transfer
      in
      accordance with the terms of the Indenture, the Transferred beneficial interest
      or certificated Note will be subject to the restrictions on transfer enumerated
      on the Rule 144A Notes and/or the certificated Note and in the Indenture and
      the
      Securities Act.

     

    Dated:        

     

    NOTICE: To
      be
      executed by an executive

     

    officer

     

    



    
      
        
          B-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

     

    [FORM
      OF
      LEGEND FOR REGULATION S NOTE]

     

    This
      Note has not been registered under the U.S. Securities Act of 1933, as amended
      (the “Act”), and, unless so registered, may not be offered or sold within the
      United States or to, or for the account or benefit of, U.S. Persons unless
      registered under the Act or except pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Act.

     


    
      
        
          C-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    [FORM
      OF
      ASSIGNMENT FOR REGULATION S NOTE]

     

    I
      or we
      assign and transfer this Note to:

     

     

    (Insert
      assignee’s social security or tax I.D. number)

     

     

    (Print
      or
      type name, address and zip code of assignee)

     

    and
      irrevocably appoint:

     

    Agent
      to
      transfer this Note on the books of the Issuers. The Agent may substitute another
      to act for him.

     

    [Check
      One]

     

    [
      ] (a)
      this Note is being transferred in compliance with the exemption from
      registration under the Securities Act provided by Regulation S
      thereunder.

     

    or

     

    [
      ] (b)
      this Note is being transferred other than in accordance with (a) above and
      documents are being furnished which comply with the conditions of transfer
      set
      forth in this Note and the Indenture.

     

    If
      none
      of the foregoing boxes is checked, the Trustee or Registrar shall not be
      obligated to register this Note in the name of any person other than the Holder
      hereof unless and until the conditions to any such transfer of registration
      set
      forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
      satisfied.

     

    Date:  Your
      Signature:      

     

    (Sign
      exactly as your name

     

    appears
      on the face of this Note)

     

    Signature
      Guarantee:           

     

    SIGNATURE
      GUARANTEE

     

    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.

     


    
      
        
          C-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    TO
      BE
      COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

     

    The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and, accordingly, the Transferor hereby further
      certifies that (i) the Transfer is not being made to a person in the United
      States and (x) at the time the buy order was originated, the Transferee was
      outside the United States or such Transferor and any Person acting on its behalf
      reasonably believed and believes that the Transferee was outside the United
      States or (y) the transaction was executed in, on or through the facilities
      of a
      designated offshore securities market and neither such Transferor nor any Person
      acting on its behalf knows that the transaction was prearranged with a buyer
      in
      the United States, (ii) no directed selling efforts have been made in
      contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
      S
      under the Securities Act, (iii) the transaction is not part of a plan or scheme
      to evade the registration requirements of the Securities Act and (iv) if the
      proposed Transfer is being made prior to the expiration of the restricted period
      under Regulation S, the Transfer is not being made to a U.S. Person or for
      the
      account or benefit of a U.S. Person (other than an initial purchaser). Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Indenture, the Transferred beneficial interest or certificated Note will be
      subject to the restrictions on Transfer enumerated on the Regulation S Notes
      and/or the certificated Note and in the Indenture and the Securities
      Act.

     

    Dated:        

     

    NOTICE: To
      be
      executed by an executive

     

    officer

     

    



    
      
        
          C-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      D

     

    [FORM
      OF
      LEGEND FOR GLOBAL NOTE]

     

    Any
      Global Note authenticated and delivered hereunder shall bear a legend (which
      would be in addition to any other legends required in the case of a Restricted
      Note) in substantially the following form:

     

    This
      Note is a Global Note within the meaning of the Indenture hereinafter referred
      to and is registered in the name of a Depository or a nominee of a Depository.
      This Note is not exchangeable for Notes registered in the name of a person
      other
      than the Depository or its nominee except in the limited circumstances described
      in the Indenture, and no transfer of this Note (other than a transfer of this
      Note as a whole by the Depository to a nominee of the Depository or by a nominee
      of the Depository to the Depository or another nominee of the Depository) may
      be
      registered except in the limited circumstances described in the
      Indenture.

     

    Unless
      this Certificate is presented by an authorized representative of The Depository
      Trust Company (a New York corporation) (“DTC”) to the issuer or its agent for
      registration of transfer, exchange, or payment, and any Certificate issued
      is
      registered in the name of Cede & Co. or in such other name as is requested
      by an authorized representative of DTC (and any payment is made to Cede &
      Co. or 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.

     

    This
      Note is subject to the terms and conditions of a certain Intercreditor and
      Lien
      Subordination agreement, dated as of July 15, 2005, by and among Wells Fargo
      Foothill, Inc., The Bank of New York Trust Company, N.A., Portrait Corporation
      of America, Inc. and certain subsidiaries of Portrait Corporation of America,
      Inc. Copies of such agreement may be obtained upon written request to the
      Secretary of the Company.

     

    


    


    



    
      
        
          D-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      E

     

    Form
      of
      Certificate To Be

     

    Delivered
      in Connection with

     

    Transfers
      to Non-QIB Accredited Investors

     

    The
      Bank
      of New York Trust Company, N.A.

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    c/o
      The
      Bank of New York Trust Company, N.A.

     

    101
      Barclay Street

     

    Floor
      21W

     

    New
      York,
      New York 10286

     

    


     

    Attention:
      Corporate Trust Administration

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of 14% Senior Secured Notes Due 2009
      (the
“Notes”)
      of PCA
      LLC, a Delaware limited liability company, as issuer (the “Company”),
      and
      PCA Finance Corp., a Delaware corporation, as co-issuer (“PCA
      Finance”
      and,
      collectively with the Company, the “Issuers”)
      we
      confirm that:

     

    1.  We
      understand that any subsequent transfer of the Notes is subject to certain
      restrictions and conditions set forth in the Indenture dated as of July 15,
      2005
      relating to the Notes and we agree to be bound by, and not to resell, pledge
      or
      otherwise transfer the Notes except in compliance with, such restrictions and
      conditions and the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    2.  We
      understand that the Notes have not been registered under the Securities Act
      or
      any other applicable securities laws, have not been and will not be qualified
      for sale under the securities laws of any nonU.S. jurisdiction and that the
      Notes may not be offered, sold, pledged or otherwise transferred except as
      permitted in the following sentence. We agree, on our own behalf and on behalf
      of any accounts for which we are acting as hereinafter stated, that if we should
      sell any Notes, we will do so only (i) to the Company or any subsidiary thereof,
      (ii) in accordance with Rule 144A under the Securities Act to a “qualified
      institutional buyer” (as defined in Rule 144A), (iii) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes
      (or has furnished on its behalf by a U.S. brokerdealer) to you a signed letter
      containing certain representations and agreements relating to the restrictions
      on transfer of the Notes, (iv) outside the United States to persons other than
      U.S. persons in offshore transactions meeting the requirements of Rule 904
      of
      Regulation S under the Securities Act, (v) pursuant to the exemption from
      registration provided by Rule 144 under the Securities Act (if applicable)
      or
      (vi) pursuant to an effective registration statement, and we further agree
      to
      provide to any person purchasing any of the Notes from us a notice advising
      such
      purchaser that resales of the Notes are restricted as stated
      herein.

     

    
      
        E-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  We
      understand that, on any proposed resale of any Notes, we will be required to
      furnish to you and the Issuers such certifications, legal opinions and other
      information as you and the Issuers may reasonably require to confirm that the
      proposed sale complies with the foregoing restrictions. We further understand
      that the Notes purchased by us will bear a legend to the foregoing
      effect.

     

    4.  We
      are an
      institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
      (7) under the Securities Act) and have such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits and
      risks of our investment in the Notes, and we and any accounts for which we
      are
      acting each are able to bear the economic risk of our or their investment,
      as
      the case may be.

     

    5.  We
      are
      acquiring the Notes purchased by us for our account or for one or more accounts
      (each of which is an institutional “accredited investor”) as to each of which we
      exercise sole investment discretion.

     

    6.  We
      are
      not acquiring the Notes with a view toward the distribution thereof in a
      transaction that would violate the Securities Act or the securities laws of
      any
      state of the United States or any other applicable jurisdiction.

     

    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceeding or official inquiry with respect to the matters covered
      hereby.

     

    Very
      truly yours,

     

    


     

    [Name
      of
      Transferee]

     

    By:  

     

    Name:

     

    Title:

     

    Date:
      _______________________

     

    


    



    
      
        
          E-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      F

     

    Form
      of
      Certificate To Be Delivered

     

    in
      Connection with Transfers

     

          Pursuant
      to Regulation S      

     

    The
      Bank
      of New York Trust Company, N.A.

     

    PCA
      LLC

     

    PCA
      Finance Corp.

     

    c/o
      The
      Bank of New York Trust Company, N.A.

     

    101
      Barclay Street

     

    Floor
      21W

     

    New
      York,
      New York 10286

     

    


     

    Attention:
      Corporate Trust Administration

     

    
      	 	
              Re:

            	
              the
                PCA LLC, a Delaware limited liability company, as issuer (the
                “Company”),
                and PCA Finance Corp., a Delaware corporation, as co-issuer (“PCA
                Finance”
                and, collectively with the Company, the “Issuers”)
                14% Senior
                Secured Notes Due 2009
                (the
                “Notes”)                                                                                                 

            


    

     

    Dear
      Sirs:

     

    In
      connection with our proposed sale of $__________ aggregate principal amount
      of
      the Notes, we confirm that such sale has been effected pursuant to and in
      accordance with Regulation S under the U.S. Securities Act of 1933, as amended
      (the “Securities Act”), and, accordingly, we represent that:

     

    (1)  the
      offer
      of the Notes was not made to a U.S. person or to a person in the United
      States;

     

    (2)  either
      (a) at the time the buy offer was originated, the transferee was outside the
      United States or we and any person acting on our behalf reasonably believed
      that
      the transferee was outside the United States, or (b) the transaction was
      executed in, on or through the facilities of a designated offshore securities
      market and neither we nor any person acting on our behalf knows that the
      transaction has been prearranged with a buyer in the United States;

     

    (3)  no
      directed selling efforts have been made in the United States in contravention
      of
      the requirements of Rule 904(a) of Regulation S;

     

    (4)  the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act; and

     

    (5)  we
      have
      advised the transferee of the transfer restrictions applicable to the
      Notes.

     

    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered hereby.
      Terms used in this certificate have the meanings set forth in Regulation
      S.

     

    Very
      truly yours,

     

    


     

    [Name
      of
      Transferor]

     

    By:  

     

    


    



    
      
        
          F-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      G

     

    GUARANTEES

     

    Each
      of
      the undersigned (the “Guarantors”)
      hereby
      jointly and severally unconditionally guarantees, to the extent set forth in
      the
      Indenture dated as of July 15, 2005 by and among PCA LLC, a Delaware limited
      liability company, as issuer (the “Company”),
      PCA
      Finance Corp., a Delaware corporation, as co-issuer (“PCA
      Finance”
      and,
      collectively with the Company, the “Issuers”),
      the
      Guarantors, as guarantors, and The Bank of New York Trust Company, N.A., as
      Trustee (as amended, restated or supplemented from time to time, the
“Indenture”),
      and
      subject to the provisions of the Indenture, (a) the due and punctual payment
      of
      the principal of, and premium, if any, and interest on the Notes, when and
      as
      the same shall become due and payable, whether at maturity, by acceleration
      or
      otherwise, the due and punctual payment of interest on overdue principal of,
      and
      premium and, to the extent permitted by law, interest, and the due and punctual
      performance of all other obligations of the Issuers to the Noteholders or the
      Trustee, all in accordance with the terms set forth in Article Ten of the
      Indenture, and (b) in case of any extension of time of payment or renewal of
      any
      Notes or any of such other obligations, that the same will be promptly paid
      in
      full when due or performed in accordance with the terms of the extension or
      renewal, whether at stated maturity, by acceleration or otherwise.

     

    The
      obligations of the Guarantors to the Noteholders and to the Trustee pursuant
      to
      this Guarantee and the Indenture are expressly set forth in Article Ten of
      the
      Indenture, and reference is hereby made to the Indenture for the precise terms
      and limitations of this Guarantee. Each Holder of the Note to which this
      Guarantee is endorsed, by accepting such Note, agrees to and shall be bound
      by
      such provisions.

     

    [Signatures
      on Following Pages]

     


    
      
        
          G-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed
      by a duly authorized officer.

     

    Portrait
      Corporation of America, Inc.

    American
      Studios, Inc.

    PCA
      National LLC

    PCA
      Photo
      Corporation of Canada, Inc. 

    Hometown
      Threads LLC

    Photo
      Corporation of America

     

    By:  

    Name:
      Barry J. Feld

    Title:
      President and CEO

     

    PCA
      National of Texas L.P.

     

    By: PCA
      National LLC,

    its
      general partner

     

    By:  

    Name:
      Barry J. Feld

    Title:
      President and CEO

     

     

    G-2