exv4w1



 






EXHIBIT 4.1




Execution version



 




Grant Prideco, Inc.




INDENTURE




relating to




6 1/8% SENIOR NOTES DUE 2015




Dated as of July 27, 2005




WELLS FARGO BANK, N.A.




Trustee




6 1/8% Senior Notes due 2015



 




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 

	 	 	 	Page

	ARTICLE 1.

	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions.
	 	 	1	 
	Section 1.02.

	 	Other Definitions.
	 	 	15	 
	Section 1.03.

	 	Incorporation by Reference of Trust Indenture Act.
	 	 	16	 
	Section 1.04.

	 	Rules of Construction.
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 2.

	 
	 	 	 	 	 	 
	THE NOTES

	 
	 	 	 	 	 	 
	Section 2.01.

	 	Form and Dating.
	 	 	17	 
	Section 2.02.

	 	Execution and Authentication.
	 	 	18	 
	Section 2.03.

	 	Registrar and Paying Agent.
	 	 	18	 
	Section 2.04.

	 	Paying Agent to Hold Money in Trust.
	 	 	19	 
	Section 2.05.

	 	Holder Lists.
	 	 	19	 
	Section 2.06.

	 	Transfer and Exchange.
	 	 	19	 
	Section 2.07.

	 	Replacement Notes.
	 	 	30	 
	Section 2.08.

	 	Outstanding Notes.
	 	 	31	 
	Section 2.09.

	 	Treasury Notes.
	 	 	31	 
	Section 2.10.

	 	Temporary Notes.
	 	 	31	 
	Section 2.11.

	 	Cancellation.
	 	 	31	 
	Section 2.12.

	 	Defaulted Interest.
	 	 	32	 
	Section 2.13.

	 	CUSIP Numbers.
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE 3.

	 
	 	 	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 	 	 
	Section 3.01.

	 	Notices to Trustee.
	 	 	32	 
	Section 3.02.

	 	Selection of Notes to Be Redeemed.
	 	 	32	 
	Section 3.03.

	 	Notice of Redemption.
	 	 	33	 
	Section 3.04.

	 	Effect of Notice of Redemption.
	 	 	34	 
	Section 3.05.

	 	Deposit of Redemption Price.
	 	 	34	 
	Section 3.06.

	 	Notes Redeemed in Part.
	 	 	34	 
	Section 3.07.

	 	Optional Redemption.
	 	 	34	 
	Section 3.08.

	 	Repurchase at the Option of Holders.
	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE 4.

	 
	 	 	 	 	 	 
	COVENANTS

	 
	 	 	 	 	 	 
	Section 4.01.

	 	Payment of Notes.
	 	 	36	 
	Section 4.02.

	 	Maintenance of Office or Agency.
	 	 	37	 






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	Section 4.03.

	 	Reports.
	 	 	37	 
	Section 4.04.

	 	Compliance Certificate.
	 	 	38	 
	Section 4.05.

	 	Taxes.
	 	 	39	 
	Section 4.06.

	 	Stay, Extension and Usury Laws.
	 	 	39	 
	Section 4.07.

	 	Restricted Payments.
	 	 	39	 
	Section 4.08.

	 	Dividend and Other Payment Restrictions Affecting Subsidiaries.
	 	 	42	 
	Section 4.09.

	 	Incurrence of Indebtedness and Issuance of Preferred Stock.
	 	 	43	 
	Section 4.10.

	 	Transactions with Affiliates.
	 	 	45	 
	Section 4.11.

	 	Liens.
	 	 	46	 
	Section 4.12.

	 	Additional Subsidiary Guarantees.
	 	 	46	 
	Section 4.13.

	 	Designation of Restricted and Unrestricted Subsidiaries.
	 	 	47	 
	Section 4.14.

	 	Corporate Existence.
	 	 	47	 
	Section 4.15.

	 	Asset Sales.
	 	 	47	 
	Section 4.16.

	 	Offer to Repurchase upon Change of Control.
	 	 	49	 
	Section 4.17.

	 	Limitations on Line of Business.
	 	 	50	 
	Section 4.18.

	 	Sale and Leaseback Transactions.
	 	 	50	 
	Section 4.19.

	 	Payments for Consent.
	 	 	51	 
	Section 4.20.

	 	Suspension of Covenants.
	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE 5.

	 
	 	 	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 	 	 
	Section 5.01.

	 	Merger, Consolidation, or Sale of Assets.
	 	 	51	 
	Section 5.02.

	 	Successor Corporation Substituted.
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE 6.

	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 	 	 
	Section 6.01.

	 	Events of Default.
	 	 	52	 
	Section 6.02.

	 	Acceleration.
	 	 	54	 
	Section 6.03.

	 	Other Remedies.
	 	 	54	 
	Section 6.04.

	 	Waiver of Past Defaults.
	 	 	54	 
	Section 6.05.

	 	Control by Majority.
	 	 	55	 
	Section 6.06.

	 	Limitation on Suits.
	 	 	55	 
	Section 6.07.

	 	Rights of Holders of Notes to Receive Payment.
	 	 	55	 
	Section 6.08.

	 	Collection Suit by Trustee.
	 	 	56	 
	Section 6.09.

	 	Trustee May File Proofs of Claim.
	 	 	56	 
	Section 6.10.

	 	Priorities.
	 	 	56	 
	Section 6.11.

	 	Undertaking for Costs.
	 	 	57	 
	Section 6.12.

	 	Restoration of Rights and Remedies.
	 	 	57	 
	Section 6.13.

	 	Rights and Remedies Cumulative.
	 	 	57	 
	Section 6.14.

	 	Delay or Omission Not Waiver.
	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE 7.

	 
	 	 	 	 	 	 
	TRUSTEE

	 
	 	 	 	 	 	 
	Section 7.01.

	 	Duties of Trustee.
	 	 	57	 
	Section 7.02.

	 	Rights of Trustee.
	 	 	58	 






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	Section 7.03.

	 	Individual Rights of Trustee.
	 	 	59	 
	Section 7.04.

	 	Trustee’s Disclaimer.
	 	 	60	 
	Section 7.05.

	 	Notice of Defaults.
	 	 	60	 
	Section 7.06.

	 	Reports by Trustee to Holders of the Notes.
	 	 	60	 
	Section 7.07.

	 	Compensation and Indemnity.
	 	 	60	 
	Section 7.08.

	 	Replacement of Trustee.
	 	 	61	 
	Section 7.09.

	 	Successor Trustee by Merger, etc.
	 	 	62	 
	Section 7.10.

	 	Eligibility; Disqualification.
	 	 	62	 
	Section 7.11.

	 	Preferential Collection of Claims Against Company.
	 	 	62	 
	 
	 	 	 	 	 	 
	ARTICLE 8.

	 
	 	 	 	 	 	 
	NOTE GUARANTEES

	 
	 	 	 	 	 	 
	Section 8.01.

	 	Subsidiary Guarantees.
	 	 	63	 
	Section 8.02.

	 	Additional Guarantees.
	 	 	64	 
	Section 8.03.

	 	Limitation on Guarantor Liability.
	 	 	64	 
	Section 8.04.

	 	Merger and Consolidation of Guarantors.
	 	 	65	 
	Section 8.05.

	 	Release.
	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE 9.

	 
	 	 	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 	 	 
	Section 9.01.

	 	Option to Effect Legal Defeasance or Covenant Defeasance.
	 	 	66	 
	Section 9.02.

	 	Legal Defeasance and Discharge.
	 	 	66	 
	Section 9.03.

	 	Covenant Defeasance.
	 	 	67	 
	Section 9.04.

	 	Conditions to Legal or Covenant Defeasance.
	 	 	67	 
	Section 9.05.

	 	Deposited Money and U.S. Government Securities to Be Held in
Trust; Other Miscellaneous Provisions.
	 	 	68	 
	Section 9.06.

	 	Repayment to the Company.
	 	 	69	 
	Section 9.07.

	 	Reinstatement.
	 	 	69	 
	 
	 	 	 	 	 	 
	ARTICLE 10.

	 
	 	 	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 	 	 
	Section 10.01.

	 	Without Consent of Holders of Notes.
	 	 	70	 
	Section 10.02.

	 	With Consent of Holders of Notes.
	 	 	70	 
	Section 10.03.

	 	Compliance with Trust Indenture Act.
	 	 	71	 
	Section 10.04.

	 	Revocation and Effect of Consents.
	 	 	72	 
	Section 10.05.

	 	Notation on or Exchange of Notes.
	 	 	72	 
	Section 10.06.

	 	Trustee to Sign Amendments, etc.
	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE 11.

	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 	 	 
	Section 11.01.

	 	Satisfaction and Discharge.
	 	 	72	 
	Section 11.02.

	 	Application of Trust.
	 	 	73	 






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	ARTICLE 12.

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 12.01.

	 	Trust Indenture Act Controls.
	 	 	73	 
	Section 12.02.

	 	Notices.
	 	 	73	 
	Section 12.03.

	 	Communication by Holders of Notes with Other Holders of Notes.
	 	 	75	 
	Section 12.04.

	 	Certificate and Opinion as to Conditions Precedent.
	 	 	75	 
	Section 12.05.

	 	Statements Required in Certificate or Opinion.
	 	 	75	 
	Section 12.06.

	 	Rules by Trustee and Agents.
	 	 	75	 
	Section 12.07.

	 	No Personal Liability of Directors, Officers, Employees and Stockhold
	 	ers. 76

	Section 12.08.

	 	Governing Law.
	 	 	76	 
	Section 12.09.

	 	No Adverse Interpretation of Other Agreements.
	 	 	76	 
	Section 12.10.

	 	Successors.
	 	 	76	 
	Section 12.11.

	 	Severability.
	 	 	76	 
	Section 12.12.

	 	Counterpart Originals.
	 	 	76	 
	Section 12.13.

	 	Table of Contents, Headings, etc.
	 	 	76	 
	 
	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A:

	 	FORM OF NOTE	 	 	 	 
	Exhibit B:

	 	FORM OF CERTIFICATE OF TRANSFER	 	 	 	 
	Exhibit C:

	 	FORM OF CERTIFICATE OF EXCHANGE	 	 	 	 
	Exhibit D:

	 	FORM OF CERTIFICATE FROM ACQUIRING

INSTITUTIONAL ACCREDITED INVESTOR	 	 	 	 
	Exhibit E:

	 	FORM OF GUARANTEE	 	 	 	 






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CROSS-REFERENCE TABLE*




Trust Indenture Act




	 	 	 
	TIA Section	 	Indenture Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.08; 7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314(a)
	 	4.03; 4.04(a); 12.02
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315(a)
	 	7.01
	(b)
	 	7.05; 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	N.A.
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04






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	TIA
Section
	 	 	Indenture
Section	 
	318(a).

	 	 	12.01	 
	(b).

	 	 	N.A.	 
	(c).

	 	 	12.01	 






N.A. means not applicable.

*This Cross-Reference Table is not part of this Indenture.



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          INDENTURE, dated as of July 27, 2005 (the “Indenture”), among Grant Prideco Inc., a Delaware
corporation (the “Company”), the Guarantors identified herein and Wells Fargo Bank, N.A., a
national banking corporation, as trustee (the “Trustee”).




          The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the holders (the “Holders”) of the 6 1/8% Senior Notes due
2015 (the “Initial Notes”) and the 6 1/8% Senior Notes due 2015 to be issued in exchange for such
Initial Notes in the Exchange Offer (the “Exchange Notes” and, together with the Initial Notes and
any Additional Notes that may be issued in the future in accordance with Article 2, the “Notes”):




ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01. Definitions.




          “144A Global Note” means a global note in substantially the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee that shall be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.




          “Acquired Debt” means, with respect to any specified person, (1) Indebtedness of any other
person existing at the time such other person is merged with or into or became a Restricted
Subsidiary of such specified person, whether or not such Indebtedness is incurred in connection
with, or in contemplation of, such other person merging with or into, or becoming a Restricted
Subsidiary of, such specified person; and (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified person.




          “Additional Notes” means Notes issued pursuant to Article 2 and in compliance with Section
4.09 after the Issue Date.




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




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




          “Asset Sale” means (1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory or equipment in the ordinary course of business consistent
with past practices; provided that the sale, conveyance or other disposition of all or
substantially all of the Company’s assets and its Restricted Subsidiaries taken as a whole will be
governed by Section 4.16 and/or Section 5.01 and not by Section 4.15; and (2) the issuance of
Equity Interests in any of the Restricted Subsidiaries or the sale of Equity Interests in any of
the Restricted Subsidiaries.




          Notwithstanding the preceding, the following items will not be deemed to be Asset Sales (1)
any single transaction or series of related transactions that involves assets having a fair market
value





 









 







of less than $5.0 million; (2) a transfer of assets between or among the Company and its
Restricted Subsidiaries; (3) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary; and (4) a Restricted Payment or Permitted Investment
that is permitted by Section 4.07.




          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP.




          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.




          “Board of Directors” means (1) with respect to a corporation, the board of directors or a duly
authorized committee of the board of directors of the corporation; (2) with respect to a
partnership, the board of directors or a duly authorized committee of the board of directors of the
general partner of the partnership; and (3) with respect to any other person, the board or
committee of such person serving a similar function.




          “Board Resolution” means, with respect to any entity, a copy of a resolution certified by the
Secretary or Assistant Secretary of that entity to have been duly adopted by the Board of Directors
of that entity and to be in full force and effect on the date of certification, and delivered to
the Trustee.




          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.




          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in The City of New York are authorized or obligated by law, regulation
or executive order to close.




          “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet in accordance with GAAP.




          “Capital Stock” means (1) in the case of a corporation, corporate stock; (2) in the case of an
association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or limited); and (4) any
other interest or participation that confers on a person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing person.




          “Cash Equivalents” means (1) United States dollars; (2) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or instrumentality of the
United States government (provided that the full faith and credit of the United States is pledged
in support of those securities) having maturities of not more than six months from the date of
acquisition; (3) certificates of deposit and eurodollar time deposits with maturities of six months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months
and overnight bank deposits, in each case, with any lender party to a Credit Facility or with any
domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank
Watch Rating of “B” or better; (4) repurchase obligations with a term of not more than seven days
for underlying securities of the types




-2-





 









 







described in clauses (2) and (3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above; (5) commercial paper having the highest rating
obtainable from Moody’s or S&P and in each case maturing within six months after the date of
acquisition; and (6) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (5) of this definition, including any
such funds of or to which the Trustee or any Affiliate of the Trustee is the sponsor, an advisor, a
trustee or a manager.




          “Change of Control” will be deemed to have occurred at such time when the following has
occurred: (1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other
than the Company or its Subsidiaries is or becomes or has become the direct or indirect “beneficial
owner,” as defined in Rule 13d-3 under the Exchange Act, of 50% or more of the Company’s Voting
Stock (including, without limitation, by means of or following a liquidation, share exchange,
tender offer, consolidation, recapitalization, reclassification, merger or direct or indirect
transfer, sale, lease or disposition of all or substantially all of the consolidated assets of the
Company or its Subsidiaries) measured by voting power rather than number of shares; or (2) the
adoption of a plan relating to the liquidation or dissolution of the Company; or (3) the first day
on which a majority of the members of the entire Board of Directors of the Company are not
Continuing Directors of the Company.




          “Change of Control Triggering Event” means the occurrence of a Change of Control, or if after
a Fall-away Event there occurs both a Change of Control and a Rating Decline.




          “Clearstream” means Clearstream Banking, société anonyme, Luxembourg.




          “Commission” means the Securities and Exchange Commission.




          “common stock” means, with respect to any person, any and all shares, interests,
participations or other equivalents, however designated, whether voting or non-voting, of that
person’s equity, other than preferred stock of that person, whether now outstanding or issued after
the date the Notes are issued, including without limitation, all series and classes of that equity.




          “Company” means Grant Prideco, Inc., until a successor replaces it and thereafter, means the
successor and for purposes of any provision contained herein and required by the TIA, each obligor
of securities issued under this Indenture.




          “Consolidated Cash Flow” means, with respect to any specified person for any period, the
Consolidated Net Income of such person for such period, (1) plus an amount equal to any
extraordinary loss plus any net loss realized by such person or any of its Subsidiaries in
connection with an Asset Sale to the extent such losses were deducted in computing such
Consolidated Net Income; (2) plus provision for taxes based on income or profits of such person and
its Restricted Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; (3) plus consolidated interest expense of such
person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease Obligations, imputed interest
with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers’ acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations), to the extent that any such expense was
deducted in computing such Consolidated Net Income; (4) plus depreciation, amortization (including
amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense
to the extent that it represents an accrual of or reserve for cash expenses in any future period)
of such person and its




-3-




 









 







Restricted Subsidiaries for such period to the extent that such depreciation, amortization and
other non-cash expenses were deducted in computing such Consolidated Net Income; and (5) minus
non-cash items increasing such Consolidated Net Income for such period, other than the accrual of
revenue in the ordinary course of business; in each case, on a consolidated basis and determined in
accordance with GAAP.




          “Consolidated Net Income” means, with respect to any specified person for any period, the
aggregate of the Net Income of such person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however, that, (1) the Net Income
(but not loss) of any person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting will be included only to the extent of the amount of dividends or
distributions paid in cash to the specified person or a Restricted Subsidiary of the person; (2)
the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is
not at the date of determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument (other than those permitted under Section 4.08), judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders; (3) all after-tax fees, expenses or charges relating to the Refinancing Transactions
shall be excluded; (4) the cumulative effect of a change in accounting principles will be excluded;
(5) any non-cash impairment charges resulting from the application of Statements of Financial
Accounting Standards No. 142 and No. 144 and the amortization of intangibles pursuant to Statement
of Financial Accounting Standards No. 141 shall be excluded; and (6) any non-cash compensation
expense realized from grants of stock appreciation or similar rights, stock options or other rights
to officers, directors and employees of such person or any of its Restricted Subsidiaries shall be
excluded.




          “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date of this Indenture;
or (2) was nominated for election or elected to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board at the time of such nomination
or election.




          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.




          “Credit Facilities” means, one or more debt facilities (including, without limitation, the New
Credit Facility) or commercial paper facilities, in each case with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.




          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor thereto.




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




          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, in substantially the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.




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          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.




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




          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case at the option
of the holder of the Capital Stock), or upon the happening of any event (other than upon an
optional redemption by the Company), matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase
or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07.




          “Domestic Subsidiary” means any one of the Company’s Restricted Subsidiaries that was formed
under the laws of the United States or any state of the United States or the District of Columbia.




          “DTC” means The Depository Trust Company.




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




          “Equity Offering” means any public or private sale of the Company’s Equity Interests (other
than Disqualified Stock).




          “ERISA” means the Employee Retirement Income Security Act of 1974 and regulations promulgated
thereunder.




          “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as operator of
the Euroclear System.




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




          “Exchange Notes” means the Notes to be issued in the Exchange Offer pursuant to Section 2.06
hereof.




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




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




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          “Existing Indebtedness” means the Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the New Credit Facility) in existence on the date the Company first issued the
Notes, until such amounts are repaid.




          “Fixed Charge Coverage Ratio” means with respect to any specified person for any period, the
ratio of the Consolidated Cash Flow of such person and its Restricted Subsidiaries for such period
to the Fixed Charges of such person and its Restricted Subsidiaries for such period. In the event
that the specified person or any of its Restricted Subsidiaries incurs, assumes, guarantees,
repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems preferred stock subsequent to the commencement of the period for
which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such
incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such
issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if
the same had occurred at the beginning of the applicable four-quarter reference period.




          In addition, for purposes of calculating the Fixed Charge Coverage Ratio, (1) acquisitions
that have been made by the specified person or any of its Restricted Subsidiaries, including
through mergers or consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or prior to the
Calculation Date will be given pro forma effect (calculated in accordance with Regulation S-X
promulgated pursuant to the Securities Act), as if they had occurred on the first day of the
four-quarter reference period; (2) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses disposed of prior
to the Calculation Date, will be excluded; and (3) the Fixed Charges attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses disposed of prior
to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise
to such Fixed Charges will not be obligations of the specified person or any of its Restricted
Subsidiaries following the Calculation Date.




          “Fixed Charges” means, with respect to any specified person for any period, the sum, without
duplication, of (1) the consolidated interest expense of such person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization
of debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to Hedging Obligations;
plus (2) the consolidated interest of such person and its Restricted Subsidiaries that was
capitalized during such period; plus (3) any interest expense on Indebtedness of another person
that is guaranteed by such person or one of its Restricted Subsidiaries or secured by a Lien on
assets of such person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien
is called upon; plus (4) the product of (a) all dividends, whether paid or accrued and whether or
not in cash, on any series of preferred stock of such person or any of its Restricted Subsidiaries,
other than dividends on Equity Interests payable solely in the Company’s Equity Interests (other
than Disqualified Stock) or to the Company or one of its Restricted Subsidiaries, times (b) a
fraction, the numerator of which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of such person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.




          “Foreign Restricted Subsidiary” means any of the Company’s Restricted Subsidiaries that is not
a Domestic Subsidiary.




-6-





 









 








          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the date of this Indenture.




          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to
be placed on all Global Notes issued under this Indenture.




          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes in the form of Exhibit A hereto issued in accordance with Section
2.01, 2.06(b)(iv), 2.06(c) or 2.06(f) hereof.




          “Government Securities” means direct obligations of, or obligations fully and unconditionally
guaranteed or insured by, the United States of America or any agency or instrumentality thereof for
the payment of which obligations or guarantee the full faith and credit of the United States is
pledged and which are not callable or redeemable at the issuer’s option (unless, for purposes of
“Cash Equivalents” only, the obligations are redeemable or callable at a price not less than the
purchase price paid by the Company or any of the Company’s Restricted Subsidiaries, together with
all accrued and unpaid interest, if any, on such Government Securities).




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




          “Guarantors” means each of (1) the Domestic Subsidiaries; and (2) any other Subsidiary that
executes a Subsidiary Guarantee in accordance with the provisions of this Indenture; and their
respective successors and assigns.




          “Hedging Obligations” means, with respect to any specified person, the obligations of such
person incurred in the normal course of business and consistent with past practices and not for
speculative purposes under (1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; (2) foreign exchange contracts and currency protection agreements
entered into with one or more financial institutions is designed to protect the person or entity
entering into the agreement against fluctuations in interest rates or currency exchange rates with
respect to Indebtedness incurred and not for purposes of speculation; (3) any commodity futures
contract, commodity option or other similar agreement or arrangement designed to protect against
fluctuations in the price of commodities used by that entity at the time; and (4) other agreements
or arrangements designed to protect such person against fluctuations in interest rates or currency
exchange rates.




          “incur” means create, incur, issue, assume, guarantee or otherwise become liable, directly or
indirectly, contingently or otherwise, for any Indebtedness. The term “incurrence” when used as a
noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or
other discount security shall not be deemed the incurrence of Indebtedness.




          “Indebtedness” means, with respect to any specified person, any indebtedness of such person,
whether or not contingent (1) in respect of borrowed money; (2) evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); (3) in respect of banker’s acceptances; (4) representing Capital Lease Obligations; (5)
representing the balance deferred and unpaid of the purchase price of any property, except any such
balance that constitutes an




-7-





 









 







accrued expense or trade payable; or (6) representing any Hedging Obligations, if and to the
extent any of the preceding items (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet of the specified person prepared in accordance with
GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien
on any asset of the specified person (whether or not such Indebtedness is assumed by the specified
person) and, to the extent not otherwise included, the guarantee by the specified person of any
indebtedness of any other person.




          The amount of any Indebtedness outstanding as of any date will be (1) the accreted value of
the Indebtedness, in the case of any Indebtedness issued with original issue discount; and (2) the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more
than 30 days past due, in the case of any other Indebtedness.




          “Indenture” means this Indenture, as amended or supplemented from time to time in accordance
with Article 10 hereof.




          “Indirect Participant” means a person who holds a beneficial interest in a Global Note through
a Participant.




          “Initial Notes” means $200.0 million in aggregate principal amount of Notes issued under this
Indenture on the date hereof.




          “Initial Purchasers” means Banc of America Securities LLC, Deutsche Bank Securities Inc.
Citigroup Global Markets Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and
Natexis Bleichroeder Inc.




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




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




          “Investments” means, with respect to any person, all direct or indirect investments by such
person in other persons (including Affiliates) in the forms of loans (including guarantees or other
obligations), advances or capital contributions (excluding commission, travel and similar advances
to officers and employees made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity
Interests of any of its direct or indirect Subsidiaries such that, after giving effect to any such
sale or disposition, such person is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an
amount determined as provided in Section 4.07(d). The acquisition by the Company or any of its
Restricted Subsidiaries of a person that holds an Investment in a third person will be deemed to be
an Investment by the Company or such Restricted Subsidiary in such third person in an amount equal
to the fair market value of the Investment held by the acquired person in such third person in an
amount determined as provided Section 4.07(d).




          “Issue Date” means July 27, 2005, the date of original issuance of the Notes.




          “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.




-8-





 









 








          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction.




          “Liquid Securities” means securities (1) of an issuer that is not an Affiliate of the Company,
(2) that are publicly traded on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market and (3) as to which (a) the Company is not subject to any restrictions on
sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any
other restrictions imposed by the Securities Act), (b) a registration statement under the
Securities Act covering the resale thereof is in effect or (c) the Company or one of its Restricted
Subsidiaries is entitled to registration rights under the Securities Act, in each case in this
clause (3) for as long as the securities are held; provided, however, that securities meeting the
requirements of clauses (1), (2) and (3) of this definition shall be treated as Liquid Securities
from the date of receipt thereof until and only until the earlier of (x) the date on which such
securities are sold or exchanged for cash or Cash Equivalents and (y) one year following the date
of receipt of such securities. If such securities are not sold or exchanged for cash or Cash
Equivalents within one year of receipt thereof, then, for purposes of determining whether the
transaction pursuant to which the securities were received complied with Section 4.15, such
securities shall be deemed not to have been Liquid Securities at any time.




          “Liquidated Damages” means all additional interest then owing pursuant to the Registration
Rights Agreement.




          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.




          “Net Income” means, with respect to any specified person, the net income (loss) of such
person, determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however, (1) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such person or any of its Restricted Subsidiaries; and (2)
any extraordinary gain (but not loss), together with any related provision for taxes on such
extraordinary gain (but not loss).




          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales or brokerage commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset
Sale, in each case, after taking into account any available tax credits or deductions and any tax
sharing arrangements, and amounts required to be applied to the repayment of Indebtedness secured
by a Lien on the asset or assets that were the subject of such Asset Sale, and any reserve for
adjustment in respect of the sale price of such asset or assets established in accordance with
GAAP.




          “New Credit Facility” means that certain credit agreement dated as of May 12, 2005 among the
Company and certain of its Restricted Subsidiaries, as borrowers, and Bank of America, N.A., as
syndication agent, Wells Fargo Bank, National Association, as administrative agent, US swingline
lender and letter of credit issuer, HSBC Bank PLC, as UK swing line lender and letter of credit
issuer,




-9-





 









 







Deutsche Bank Securities Inc., as documentation agent, and the other lenders party thereto,
including any related notes, guarantees, collateral documents, instruments and agreements executed
in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or
refinanced from time to time.




          “Non-Recourse Debt” means Indebtedness (1) as to which neither the Company nor any of its
Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable
as a guarantor or otherwise, or (c) constitutes the lender; (2) no default with respect to which
(including any rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time of both any holder of any other
Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare
a default on such other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (3) as to which the lenders have been notified in writing that
they will not have any recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries.




          “Notes” has the meaning assigned to it in the preamble to this Indenture.




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




          “Offering” means the offering of the Notes by the Company pursuant to the Company’s Offering
Memorandum, dated July 14, 2005.




          “Officer” means, with respect to any person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
and Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any
Vice-President of such person.




          “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two
Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the Company, that meets the
requirements of, including, without limitation, Sections 12.04 and 12.05 hereof.




          “Opinion of Counsel” means an opinion of legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of, including, without limitation, Sections 12.04 and 12.05
hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company
or the Trustee.




          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a person who
has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to
the Depository Trust Company, shall include Euroclear and Clearstream.




          “Permitted Business” means the lines of business conducted by the Company and its Restricted
Subsidiaries on the date hereof and any business incidental or reasonably related thereto or which
is a reasonable extension thereof as determined in good faith by the Company’s Board of Directors
and set forth in an Officers’ Certificate delivered to the Trustee.




          “Permitted Debt” has the meaning assigned to it in Section 4.09(b).




-10-





 









 








          “Permitted Investments” means (1) any Investment in the Company or in any of its Restricted
Subsidiaries; (2) any Investment in Cash Equivalents; (3) any Investment by the Company or any of
its Restricted Subsidiaries in a person engaged in a Permitted Business, if as a result of such
Investment, (a) such person becomes one of the Company’s Restricted Subsidiaries; or (b) such
person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or any of its Restricted Subsidiaries; (4)
any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that
was made pursuant to and in compliance with Section 4.15; (5) any acquisition of assets solely in
exchange for the issuance of the Company’s Equity Interests (other than Disqualified Stock); (6)
any Investments received in compromise of obligations of such persons incurred in the ordinary
course of trade creditors or customers that were incurred in the ordinary course of business,
including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of any trade creditor or customer; (7) Hedging Obligations permitted to be incurred
under Section 4.09; (8) other Investments in any person having an aggregate fair market value
(measured on the date each such investment was made and without giving effect to subsequent changes
in value), when taken together with all other Investments made pursuant to this clause (8) that are
at the time outstanding, not to exceed the greater of (x) $30.0 million and (y) 3.0% of Total
Assets at the time of such Investment; and (9) additional Investments after the Issue Date in
Intelliserve, Inc. in an amount not to exceed $17.0 million at any time outstanding.




          “Permitted Liens” means (1) Liens on assets of the Company and any Restricted Subsidiary
securing Indebtedness pursuant to Credit Facilities; (2) Liens in favor of the Company or the
Guarantors; (3) Liens on property of a person existing at the time such person is merged with or
into or consolidated with the Company or any of its Subsidiaries; provided, however, that such
Liens were in existence prior to the contemplation of such merger or consolidation and do not
extend to any assets other than those of the person merged into or consolidated with the Company or
the Subsidiary; (4) Liens on property existing at the time of acquisition of the property by the
Company or any of its Subsidiaries; provided, however, that such Liens were in existence prior to
the contemplation of such acquisition; (5) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business; (6) Liens to secure Indebtedness (including Capital
Lease Obligations) permitted to be incurred pursuant to Section 4.09(b)(iv) covering only the
assets acquired with such Indebtedness; (7) Liens existing on the Issue Date; (8) Liens securing
Indebtedness of the Company’s Foreign Restricted Subsidiaries that are not Guarantors permitted to
be incurred pursuant to Section 4.09(b)(viii); (9) Liens for taxes, assessments or governmental
charges or claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or
other appropriate provision as is required in conformity with GAAP has been made therefor; (10)
Liens incurred by the Company or any of its Restricted Subsidiaries securing Indebtedness permitted
to be incurred pursuant to Section 4.09(b)(x); (11) Liens incurred by the Company or any of its
Restricted Subsidiaries in the ordinary course of business with respect to obligations that do not
exceed $10.0 million at any one time outstanding; and (12) statutory Liens of landlords and Liens
of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by
law incurred in the ordinary course of business for sums not yet delinquent or being contested in
good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP
shall have been made in respect thereof.




          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that (1) the principal
amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended,
refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness
and the amount of all expenses and premiums incurred




-11-





 









 







in connection therewith); (2) such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (3) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (4) such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor
on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.




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




          “preferred stock” means, with respect to any person, any and all shares, interests,
participations or other equivalents, however designated, whether voting or non-voting, of that
person’s equity that have a preference as to the payment of dividends or as to payments upon a
liquidation of that person, whether now outstanding or issued after the date hereof, including
without limitation, all series and classes of such equity.




          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) to be placed on
all Notes issued under this Indenture except where otherwise permitted by the provisions of this
Indenture.




          “Purchase Agreement” mean the Purchase Agreement, dated as of July 14, 2005, by and among the
Company, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or
supplemented from time to time




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




          “Rating Agency” means each of S&P and Moody’s, or if S&P or Moody’s or both shall not make a
rating on the Notes publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Company (as certified by a resolution of the
Company’s Board of Directors) which shall be substituted for S&P or Moody’s, or both, as the case
may be.




          “Rating Category” means (1) with respect to S&P, any of the following categories: AAA, AA, A,
BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (2) with respect to Moody’s any
of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C (or equivalent successor
categories) and (3) the equivalent of any such category of S&P and Moody’s used by another Rating
Agency. In determining whether the rating of the Notes has decreased by one or more gradations,
gradations within Rating Categories (+ and — for S&P; 1, 2 and 3 for Moody’s; or the equivalent
gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a
decline in a rating from BB+ to BB, as well from BB- to B, will constitute a decrease of one
gradation).




          “Rating Decline” means (1) a decrease of two or more gradations (including gradations within
Rating Categories as well as between Rating Categories) in the rating of the Notes by either Rating
Agency or (2) a withdrawal of the rating of the Notes by either Rating Agency, provided, however,
that such decrease or withdrawal occurs on, or within 90 days following, the date of public notice
of the occurrence of a Change of Control or of the intention by the Company to effect a Change of
Control, which




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period shall be extended so long as the rating of the Notes is under publicly announced
consideration for downgrade by either Rating Agency.




          “Reference Period” means the latest two fiscal quarters for which financial statements are
publicly available.




          “Refinancing Transactions” means collectively (1) the issuance of the Notes on the Issue Date,
(2) the execution of the New Credit Facility and the initial borrowings thereunder, (3) the tender
offer and consent solicitation for the Company’s 9% Senior Notes due 2009, and (4) the redemption
of the Company’s 9 5/8% Senior Notes due 2007.




          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of July 27,
2005, by and among the parties named on the signature pages thereof and the Initial Purchasers, as
such agreement may be amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act.




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




          “Regulation S Global Note” means a Global Note in substantially the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.




          “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Department of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.




          “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.




          “Restricted Global Note” means a permanent Global Note in substantially the form of Exhibit A
attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary or a nominee of the Depositary, representing a series of
Notes that bear the Private Placement Legend.




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




          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation
S.




          “Restricted Subsidiary” of a person means any Subsidiary of such person that is not an
Unrestricted Subsidiary.




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



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




          “Rule 903” means Rule 903 promulgated under the Securities Act.




          “Rule 904” means Rule 904 promulgated the Securities Act.




          “S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency
business thereof.




          “sale and leaseback transaction” of any person means an arrangement with any lender or
investor or to which such lender or investor is a party providing for the leasing by such person of
any property or asset of such person which has been or is being sold or transferred by such person
more than 365 days after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any person to whom funds have been or are to
be advanced by such lender or investor on the security of such property or asset. The stated
maturity of such arrangement is the date of the last payment of rent or any other amount due under
such arrangement prior to the first date on which such arrangement may be terminated by the lessee
without payment of a penalty.




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




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




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




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




          “Subsidiary” means, with respect to any specified person: (1) any corporation, association or
other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees of the corporation, association or other business entity is at the
time owned or controlled, directly or indirectly, by that person or one or more of the other
Subsidiaries of that person (or a combination thereof); and (2) any partnership (a) the sole
general partner or the managing general partner of which is such person or a Subsidiary of such
person or (b) the only general partners of which are that person or one or more Subsidiaries of
that person (or any combination thereof).




          “Subsidiary Guarantee” means the guarantee of the Notes by each of the Guarantors pursuant to
this Indenture and the form of guarantee attached as Exhibit E to this Indenture and any additional
guarantee of the Notes to be executed by any of the Company’s Subsidiaries pursuant to Section 4.12
hereof.




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




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          “Total Assets” means the total consolidated assets of the Company and its Restricted
Subsidiaries, as shown on the Company’s balance sheet included in the Company’s most recent Form
10-Q or Form 10-K, as applicable.




          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend.




          “Unrestricted Global Note” means a permanent Global Note in substantially the form of Exhibit
A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of
Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary or a nominee of the Depositary, representing a series of
Notes that do not bear the Private Placement Legend.




          “Unrestricted Subsidiary” means any one of the Company’s Subsidiaries (or any successor to any
of them) that is designated by the Company’s Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution, but only to the extent that such Subsidiary (1) has no Indebtedness
other than Non-Recourse Debt; (2) is not party to any agreement, contract, arrangement or
understanding with the Company or any of its Restricted Subsidiaries unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from persons who are not
Affiliates of the Company or such Restricted Subsidiary; (3) is a person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such person’s
financial condition or to cause such person to achieve any specified levels of operating results;
(4) has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries; and (5) has at least one
director on its Board of Directors that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries and has at least one executive officer that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries.




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




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by (2) the then outstanding principal amount of such Indebtedness.




Section 1.02. Other Definitions.




	 	 	 
	Term	 	Defined in Section
	 
	 	 
	“Affiliate Transaction”

	 	Section 4.10
	“Asset Sale Offer”

	 	Section 4.15
	“Authentication Order

	 	Section 2.02
	“Benefited Party”

	 	Section 8.01
	“Change of Control Offer”

	 	Section 4.16
	“Change of Control Payment”

	 	Section 4.16






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	Term	 	Defined in Section
	 
	 	 
	“Change of Control Payment Date”

	 	Section 4.16
	“Company”

	 	Preamble
	“Covenant Defeasance”

	 	Section 9.03
	“Event of Default”

	 	Section 6.01
	“Excess Proceeds”

	 	Section 4.15
	“Fall-away Covenants”

	 	Section 4.20
	“Fall-away Event”

	 	Section 4.20
	“Holders”

	 	Preamble
	“Indenture”

	 	Preamble
	“Interest Payment Date”

	 	Paragraph 1 of Note
	“Legal Defeasance”

	 	Section 9.02
	“Offer Amount”

	 	Section 3.08
	“Offer Period”

	 	Section 3.08
	“Payment Default”

	 	Section 6.01
	“Purchase Date”

	 	Section 3.08
	“Reinstatement Date”

	 	Section 4.20
	“Repurchase Offer”

	 	Section 3.08
	“Trustee”

	 	Preamble






Section 1.03. Incorporation by Reference of Trust Indenture Act.




          (a) Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.




          (b) The following TIA terms used in this Indenture have the following meanings:




          “indenture securities” means the Notes;




          “indenture security holder” means a holder of a Note;




          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




          “obligor” on the Notes means the Company and any successor obligor upon the Notes.




          (c) 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 under the TIA have the meanings so
assigned to them.




Section 1.04. Rules of Construction.




          Unless the context otherwise requires:




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




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




          (c) “or” is not exclusive;




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




          (e) “including” means “including without limitation”; provisions apply to successive events
and transactions;




          (f) references to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the Commission from time to time;
and




          (g) References in this Indenture to “Article” and “Section” shall be to the Articles and
Sections of this Indenture unless expressly indicated otherwise.




ARTICLE 2.




THE NOTES




Section 2.01. Form and Dating.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture
and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.




          (b) Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit
A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of
Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in
the aggregate principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by
the Holder thereof as required by Section 2.06 hereof.




          (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
equivalent procedures of Clearstream shall be applicable to transfers of beneficial interests in
Global Notes that are held by Participants through Euroclear or Clearstream.




          (d) Subject to compliance with the provisions of Section 4.09, the Company may issue
Additional Notes under this Indenture after the Issue Date in an unlimited aggregate principal
amount.




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Section 2.02. Execution and Authentication.




          (a) One Officer shall sign the Notes for the Company by manual or facsimile signature. The
Company’s seal may be reproduced on the Notes and may be in facsimile form.




          (b) If an Officer whose signature is on a Note no longer holds that office at the time a Note
is authenticated, the Note shall nevertheless be valid.




          (c) A Note shall not be valid until authenticated by the manual signature of a Responsible
Officer of the Trustee. The signature of a Responsible Officer of the Trustee in the certificate
of authentication on a Note shall be conclusive evidence that the Note has been authenticated under
this Indenture.




          (d) The Trustee shall, upon a written order of the Company signed by an Officer (an
"Authentication Order”), authenticate Notes for original issue (i) on the Issue Date in the
aggregate principal amount of $200.0 million and (ii) after the Issue Date, subject to compliance
with the provisions of Section 4.09, in an unlimited aggregate principal amount, in each case upon
a written order of the Company in the form of an Officers’ Certificate. Each such Officers’
Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated. There shall be no limit on the aggregate principal amount of Notes that
may be outstanding at any time.




          (e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Company.




Section 2.03. Registrar and Paying Agent.




          (a) The Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.




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




          (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes.




          (d) The Global Notes shall be initially registered in the name of Cede & Co., nominee of DTC.




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Section 2.04. Paying Agent to Hold Money in Trust.




          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal of, and premium, Liquidated Damages, if any, or
interest on, the Notes, and shall notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.




Section 2.05. Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days or such shorter time as the Trustee may allow before each interest payment date
and at such other times as the Trustee may request in writing, a list in such form and as of such
date, as the Trustee may reasonably require of the names and addresses of the Holders of Notes,
including the aggregate principal amount of Notes held by each Holder.




Section 2.06. Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Depositary (x) notifies the Company that it is
unwilling or unable to continue to act as depositary for the Global Notes and the Company thereupon
fails to appoint a successor Depositary, or (y) has ceased to be a clearing agency registered under
the Exchange Act and the Company fails to appoint a successor, and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date of such notice from the
Depositary, (ii) the Company in its sole discretion determines that the Global Notes should be
exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee;
provided that in no event shall the Regulation S Temporary Global Note be exchanged for
Certificated Notes prior to (x) the expiration of the Restricted Period and (y) the receipt of any
certificates required under the provisions of Regulation S, or (iii) there has occurred and is
continuing a Default or Event of Default. Upon the occurrence of any of the preceding events in
(i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for,
or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07
or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.
A Global Note may not be exchanged for another Note other than as provided in Sections 2.06(a),
2.07, 2.10 and 10.05 hereof, although beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.06(b), (c), (d) or (f) hereof.




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the




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Restricted Global Notes shall be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of beneficial interests in
the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable:





     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Global Note may not be made to a U.S. person or for the account or benefit of a
U.S. person (other than the Initial Purchasers). Beneficial interests in any Unrestricted
Global Note may be transferred to persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) subject to Section 2.06(a), (1)
a written order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given by the Depositary to the Registrar containing information
regarding the person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above. Upon consummation of an Exchange Offer by
the Company in accordance with Section 2.06(f) hereof, the requirements of this Section
2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)
hereof.




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar
receives the following:




     (A) if the transferee shall take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof; or




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



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




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is not
(1) a broker-dealer, (2) a person participating in the distribution of the Exchange
Notes or (3) a person who is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(a) thereof; or




     (2) if the Holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar, the
Company or the Trustee so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar or the Company, if
applicable, to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act.



          If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when a
Restricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.




          Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.




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          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
Restricted Global Notes and beneficial interests therein shall be exchangeable for Definitive Notes
if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue to act as
depositary for the Restricted Global Notes and the Company thereupon fails to appoint a successor
Depositary, or (y) has ceased to be a clearing agency registered under the Exchange Act and the
Company fails to appoint a successor, and, in either case, a successor Depositary is not appointed
by the Company within 90 days after the date of such notice from the Depositary, (ii) the Company,
at its option, notifies the Trustee in writing that it elects to cause the issuance of the
Definitive Notes; provided that in no event shall the Regulation S Temporary Global Note be
exchanged for Certificated Notes prior to (x) the expiration of the Restricted Period and (y) the
receipt of any certificates required under the provisions of Regulation S or (iii) there shall have
occurred and be continuing a Default with respect to the Notes. In all cases, Definitive Notes
delivered in exchange for any Restricted 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
Depositary (in accordance with the Applicable Procedures).




          In such event, the Trustee shall cause the Restricted Global Notes to be canceled accordingly
pursuant to Section 2.11 hereof, and the Company shall execute and the Trustee shall authenticate
and deliver to the person designated a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Notes to the persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein.




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





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the Letter of Transmittal that it is not (1) a broker-dealer, (2) a
person participating in the distribution of the Exchange Notes or (3) a person who
is an affiliate (as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Definitive Note
that does



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not bear the Private Placement Legend, a certificate from such Holder
in the form of Exhibit C hereto, including the certifications in item (1)(b)
thereof; or




     (2) if the Holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a person who shall
take delivery thereof in the form of a Definitive Note that does not bear
the Private Placement Legend, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar, the
Company or the Trustee so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar, the Trustee or
the Company, if applicable, to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.



          (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
Unrestricted Global Notes and beneficial interests therein shall be exchangeable for Definitive
Notes if (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as
depositary for the Unrestricted Global Notes, or (y) has ceased to be a clearing agency registered
under the Exchange Act and the Company fails to appoint a successor, and, in either case, a
successor Depositary is not appointed by the Company within 90 days after the date of such notice
from the Depositary, (ii) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of the Definitive Notes; provided that in no event shall the
Regulation S Temporary Global Note be exchanged for Certificated Notes prior to (x) the expiration
of the Restricted Period and (y) the receipt of any certificates required under the provisions of
Regulation S or (iii) there shall have occurred and be continuing a Default or Event of Default
with respect to the Notes. In all cases, Definitive Notes delivered in exchange for any
Unrestricted Global Note or beneficial interests therein will be registered in the names, and
issued in any approved denominations, requested by or on behalf of the Depositary (in accordance
with the Applicable Procedures). In such event, the Trustee shall cause the Unrestricted Global
Notes to be canceled accordingly pursuant to Section 2.11 hereof, and the Company shall execute
and, upon receipt of an Authentication Order in accordance with Section 2.02 with respect to such
Note, the Trustee shall authenticate and deliver to the person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names
and in such authorized denomination or denominations as the Holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.




          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




          (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in
a Restricted Global Note or to transfer such Restricted Definitive Notes to a person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:





     (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (2)(b)
thereof;



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     (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
person in an offshore transaction in accordance with Rule 903 or Rule 904 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144 under the Securities Act to a person who is an affiliate (as defined
in Rule 144) of the Company, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable; or




     (F) if such Restricted Definitive Note is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof,


the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the
Regulation S Global Note, in the case of clauses (D) through (F) above, the appropriate Restricted
Global Note in accordance with Section 2.11 hereof.




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





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a broker-dealer, (2) a person participating
in the distribution of the Exchange Notes or (3) a person who is an affiliate (as
defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration in accordance
with the Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or



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     (D) the Registrar receives the following:




     (1) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer such
Notes to a person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar, the Trustee or
the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar, the Trustee or the Company, if applicable, to
the effect that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.



          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes.




          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e):





     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:



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     (A) if the transfer shall be made pursuant to Rule 144A under the Securities
Act, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof; and




     (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




     (C) if the transfer shall be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a person or persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a broker-dealer, (2) a person participating
in the distribution of the Exchange Notes or (3) a person who is an affiliate (as
defined in Rule 144) of the Company;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a Participating Broker-Dealer pursuant to
the Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


and, in each such case set forth in this subparagraph (D), if the Registrar, the Trustee or the
Company so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar, the
Trustee and the Company, if applicable, to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.




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     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the transfer of the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.



          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by persons that certify in the applicable
Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in
an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes
accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the
Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and, upon receipt of an Authentication Order in
accordance with Section 2.02 with respect to such Notes, the Trustee shall authenticate and deliver
to the persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive
Notes in the appropriate principal amount.




          (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




          (i) Private Placement Legend.





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




THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’’), OR ANY
STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS
NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND
THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION
DATE’’) ONLY (A)(1) TO GRANT PRIDECO, INC. OR ANY SUBSIDIARY THEREOF, (2)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES



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ACT, (3) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A’’), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN
RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT (“REGULATION S’’) IN AN OFFSHORE
TRANSACTION COMPLYING WITH REGULATION S OR (5) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (i) PURSUANT TO CLAUSE (A)(4) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S OR
PURSUANT TO CLAUSE (A)(5) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE,
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER APPLICABLE JURISDICTIONS. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note
issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii),
(d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in
exchange therefor or substitution thereof) shall not bear the Private
Placement Legend.



          (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:





“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED



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TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”




“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.”



          (h) Cancellation or Adjustment of Global Notes. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular Global Note has
been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be
returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a person who shall take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a person who shall take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depositary at the direction of the Trustee to reflect such increase.




          (i) General Provisions Relating to Transfers and Exchanges.




          (i) To permit registrations of transfers and exchanges, the Company shall execute and, upon
receipt of an Authentication Order in accordance with Section 2.02 with respect to such Notes, the
Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the
Registrar’s request.




          (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.16 and 10.05 hereof).




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




          (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange.




          (v) The Company shall not be required (A) to issue, to register the transfer of or to exchange
any Notes during a period beginning at the opening of business 15 days before the day of any
selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on
the day of selection, (B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding
interest payment date.




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




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




          (viii) All certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar, the Company and the Trustee pursuant to this Section 2.06 to effect a registration
of transfer or exchange may be submitted by facsimile.




          Notwithstanding anything herein to the contrary, as to any certifications and certificates
delivered to the Trustee or the Registrar pursuant to this Section 2.06, the Trustee’s and the
Registrar’s duties shall be limited to confirming that any such certifications and certificates
delivered to it are in the form of Exhibit B or C hereto. Neither the Trustee nor the Registrar
shall be responsible for confirming the truth or accuracy of any representations or warranties made
in any such certifications or certificates.




Section 2.07. Replacement Notes.




          (a) If any mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order in accordance with Section
2.02 with respect to such Note, shall authenticate a replacement Note if the Trustee’s requirements
are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Company may charge for its expenses in replacing a Note.




          (b) Every replacement Note is an additional obligation of the Company and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.




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Section 2.08. Outstanding Notes.




          (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except
for those cancelled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Note.




          (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding and
interest on that Note ceases to accrue unless the Trustee receives proof satisfactory to it that
the replaced Note is held by a bona fide purchaser.




          (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.




          (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.




Section 2.09. Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, or by any person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.




Section 2.10. Temporary Notes.




          Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order in accordance with Section 2.02 with respect to
such Notes, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form
of Definitive Notes but may have variations that the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Company shall prepare and, upon receipt of an Authentication Order in accordance with Section 2.02
with respect to such Notes, the Trustee shall authenticate definitive Notes in exchange for
temporary Notes. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of
the Company designated for such purpose pursuant to Section 4.02 without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and,
upon receipt of an Authentication Order in accordance with Section 2.02 with respect to such Notes,
the Trustee shall authenticate and deliver in exchange therefor a like principal amount of
Definitive Notes of authorized denominations.




          Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.




Section 2.11. Cancellation.




     The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer,



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exchange or payment. The Trustee, upon direction by the Company and no one else, shall
cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention requirements of the
Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the
Company. The Company may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.




Section 2.12. Defaulted Interest.




          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Company shall fix or cause to be fixed each such special record date and
payment date; provided, however, that no such special record date shall be less than 5 days prior
to the related payment date for such defaulted interest. At least 10 days before the special
record date, the Company (or, upon the written request of the Company, the Trustee in the name and
at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.




Section 2.13. CUSIP Numbers.




          The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if
so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.




ARTICLE 3.




REDEMPTION AND PREPAYMENT




Section 3.01. Notices to Trustee.




          If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days (unless a shorter period
shall be agreed to by the Trustee in writing) but not more than 75 days before a redemption date
(but in any event prior to the notice provided pursuant to Section 3.03 hereof), an Officers’
Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the
redemption price.




Section 3.02. Selection of Notes to Be Redeemed.




          If less than all of the Notes are to be redeemed or purchased at any time, the Trustee shall
select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other
method the Trustee considers fair and appropriate; provided, however, that if a partial redemption
is made with the proceeds of an Equity Offering, selection of the Notes or portions thereof for
redemption shall be made by the




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Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject
to the procedures of the Depository), unless such method is prohibited. Any such determination by
the Trustee shall be conclusive. In the event of partial redemption by lot, the particular Notes
to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than
60 days prior to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption.




          The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except
as provided in the preceding sentence, 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.




          Subject to the provisions of Sections 3.07 and 3.08 hereof, at least 30 days but not more than
60 days before an optional redemption date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address.




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





     (a) the redemption date;




     (b) the redemption price;




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




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




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




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




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




     (h) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided, however, that the Company shall have delivered to the Trustee at
least 30 days (unless a shorter period shall be agreed to by the Trustee in writing) but not more
than 60 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph.




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Section 3.04. Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption shall become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.




          A notice of redemption shall be deemed to be given when mailed, whether or not the Holder
receives the notice. In any event, failure to give such notice, or any defect in such notice,
shall not affect the validity of the proceedings for the redemption of the Notes held by Holders to
whom such notice was properly given.




Section 3.05. Deposit of Redemption Price.




          On or prior to the redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.




          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the person in
whose name such Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender for redemption because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal
from the redemption date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.




Section 3.06. Notes Redeemed in Part.




          Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 with respect to such Notes, the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.




Section 3.07. Optional Redemption.




          (a) The Company may redeem any or all of the Notes at any time on or after August 15, 2010 at
the redemption prices set forth in paragraph 5 of the Note attached hereto.




          (b) From time to time, on or prior to August 15, 2008, the Company may, at its option, use the
net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal
amount of the Notes issued under this Indenture at a redemption price of 106.125% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if any,
to the date of redemption; provided that (i) at least 65% of the original principal amount of the
Notes issued under this Indenture shall remain outstanding immediately after each such redemption,
and (ii) the Company shall make such redemption not more than 90 days after the consummation of any
such Equity Offering.




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




Section 3.08. Repurchase at the Option of Holders.




          In the event that, pursuant to Section 4.15 or Section 4.16 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (a “Repurchase Offer”), and they
shall follow the procedures specified below.




          The Repurchase Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Company shall purchase at the purchase price (as determined in
accordance with Section 4.15 hereof), the principal amount of Notes required to be purchased
pursuant to Section 4.15 hereof, in the aggregate (the “Offer Amount”) or, if less than the Offer
Amount has been tendered, all Notes tendered in response to such Repurchase Offer. Payment for any
Notes so purchased shall be made in the same manner as interest payments are made.




          If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to such Repurchase Offer.




          Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall
govern the terms of such Repurchase Offer, shall state:





     (a) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section
4.15 or Section 4.16, as the case may be, hereof, and the length of time the Repurchase
Offer shall remain open;




     (b) the Offer Amount, the purchase price and the Purchase Date;




     (c) that any Note not tendered or accepted for payment shall continue to accrue
interest;




     (d) that, unless the Company default in making such payment, any Note accepted for
payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase
Date;




     (e) that Holders electing to have a Note purchased pursuant to any Repurchase Offer may
elect to have Notes purchased in integral multiples of $1,000 only;




     (f) that Holders electing to have a Note purchased pursuant to any Repurchase Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, a Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice before the Purchase Date;



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     (g) that Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, 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 his election to have such Notes purchased; and




     (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Notes shall be selected for purchase pursuant to the terms of this Section
3.08, and that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).



          On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
pursuant to the terms of this Section 3.08, the Offer Amount of Notes or portions thereof tendered
pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five Business days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon receipt of an Authentication Order in accordance with Section 2.02 with respect to
such Note, shall authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly
announce through PR Newswire, Dow Businesswire or any comparable wire service that distributes
releases to the broad financial and investor media, the results of the Repurchase Offer on the
Purchase Date.




          The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any
other securities laws and regulations thereunder to the extent that such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to the Repurchase Offer. To the
extent that the provisions of Rule 14e-1 under the Exchange Act or any securities laws or
regulations conflict with the provisions of this Section 3.08 or with Section 4.15 hereof, the
Company will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under those sections of this Indenture.




          Any redemption pursuant to Article 3 hereof shall be subject to the provisions of Section
2.01. Notes called for redemption become due and payable on the date fixed for redemption.
Interest will cease to accrue on the Notes or portions thereof being redeemed on and after the
redemption date, unless the Company defaults in the payment of the redemption or repurchase price.




ARTICLE 4.




COVENANTS




Section 4.01. Payment of Notes.




          (a) The Company shall pay or cause to be paid the principal of, premium, if any, Liquidated
Damages, if any, and interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, Liquidated Damages, if any, and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00




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a.m. Eastern Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest then
due. The Company shall pay all Liquidated Damages, if any, in the same manner on the dates and in
the amounts set forth in the Registration Rights Agreement.




          (b) The Company shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any applicable grace period) at
the same rate to the extent lawful.




Section 4.02. Maintenance of Office or Agency.




          (a) The Company 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, Registrar or
co-registrar) where Notes may be surrendered for payment, registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company 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 Company 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 Company 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 Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company 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 Company hereby designates the Trustee’s office at 55 Water Street, Ground Level, New
York, New York 10041 as one such office or agency of the Company in accordance with Section 2.03.




Section 4.03. Reports.




          (a) Whether or not the Company is required to do so by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will file with the Commission within
the time periods specified in the Commission’s rules and regulations, all reports, statements and
other information as the Company would be required to file with the Commission by Section 13(a) or
15(d) of the Exchange Act. The Company shall deliver to the Trustee and furnish each Holder,
without cost to such Holder, copies of such reports and other information.




          (b) For so long as any Notes remain outstanding, the Company shall furnish to the Holders and
to securities analysts and prospective purchasers of Notes, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.




          (c) After the Exchange Offer or the effectiveness of the Shelf Registration Statement, whether
or not required by the rules and regulations of the Commission, the Company shall file a copy of
all of the information and reports required to be delivered pursuant to clause (a) of this Section




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4.03 with the Commission for public availability, unless the Commission shall not accept such
a filing, and from and after the date hereof will make this information available to securities
analysts and prospective investors upon request. In addition, for so long as any Notes remain
outstanding, the Company shall file with the Trustee and the Commission (unless the Commission
shall not accept such filing) the information required to be delivered pursuant to clause (a) of
this Section 4.03 within the time periods specified in the Commission’s rules and regulations and
furnish that information to Holders of the Notes, securities analysts and prospective investors
upon their request.




          (d) In the event that the Commission will not accept those reports for filing, the Company
shall nonetheless furnish to the Holders of the Notes within the same time period: (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.




          (e) If the Company has designated any Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by this Section 4.03 shall include a reasonably
detailed presentation, either on the face of the financial statements or in the footnotes thereto,
and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations,
of the financial condition and results of operation of the Company and its Restricted Subsidiaries
separate from the financial condition and results of operations of the Unrestricted Subsidiaries,
if materially different.




Section 4.04. Compliance Certificate.




          (a) The Company 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
Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether each of the Company and its Restricted
Subsidiaries has kept, observed, performed and fulfilled its 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 Company has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is taking or proposes to
take with respect thereto.




          (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered pursuant to Section
4.03(a) above shall be accompanied by a written statement of the Company’s independent public
accountants (who shall be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to their attention that
would lead them to believe that the Company has violated any provisions of Article 4 or Article 5
hereof or, if any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly or indirectly to
any person for any failure to obtain knowledge of any such violation.




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          (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.




Section 4.05. Taxes.




          The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.




Section 4.06. Stay, Extension and Usury Laws.




          The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.




Section 4.07. Restricted Payments.




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





     (i) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries, or to the direct or indirect holders of the Company
or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such, except
for dividends or distributions that are payable in the Company’s Equity Interests (other
than Disqualified Stock) or payable to the Company or any of its Restricted Subsidiaries;




     (ii) purchase, redeem or otherwise acquire or retire for value, including, without
limitation, in connection with any merger or consolidation involving the Company, any of the
Company’s Equity Interests;




     (iii) make any principal payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled
repayment or repurchase or scheduled sinking fund payment, any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees; or




     (iv) make any Restricted Investment;


all such payments and other actions set forth in these clauses (i) through (iv) above being
collectively referred to as “Restricted Payments.”




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          (b) Notwithstanding clause (a) of this Section 4.07, the Company shall be permitted to engage
in, and to cause or allow any of its Restricted Subsidiaries to engage in, a Restricted Payment, so
long as, at the time of and after giving effect to such Restricted Payment:





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




     (ii) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of
Section 4.09; and




     (iii) the aggregate amount of that Restricted Payment and all other Restricted Payments
made by the Company and its Restricted Subsidiaries after the Issue Date, excluding
Restricted Payments permitted by clauses (ii), (iii), (iv), (vi) and (vii) of Section
4.07(c), is less than or equal to the sum, without duplication, of:




     (A) 50% of the Company’s Consolidated Net Income for the period (taken as one
accounting period) from January 1, 2005 to the end of the Company’s most recently
ended fiscal quarter for which the Company has filed financial statements with the
Commission (or, if such Consolidated Net Income for such period is a deficit, less
100% of such deficit), plus




     (B) 100% of the aggregate net cash proceeds received by the Company since the
Issue Date as a contribution to the Company’s common equity capital or from the
issue or sale (other than to a Subsidiary) of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests (other than Disqualified Stock) or from the issue or
sale (other than to a Subsidiary) of the Company’s convertible or exchangeable
Disqualified Stock or the Company’s convertible or exchangeable debt securities that
have been converted into or exchanged for Equity Interests (other than Disqualified
Stock), plus




     (C) to the extent that any Restricted Investment that the Company or any of its
Restricted Subsidiaries makes after the Issue Date is sold for cash or otherwise
liquidated or repaid for cash, an amount equal to the lesser of (1) the cash return
of capital with respect to any such Restricted Investment (less the cost of
disposition, if any) and (2) the initial amount of such Restricted Investment, plus




     (D) if the Company redesignates any Unrestricted Subsidiary as a Restricted
Subsidiary after the Issue Date, an amount equal to the lesser of (1) the net book
value of the Company’s Investment in the Unrestricted Subsidiary at the time the
Unrestricted Subsidiary was designated as such and (2) the fair market value of the
Company’s Investment in the Unrestricted Subsidiary at the time of the
redesignation.



          (c) Notwithstanding clauses (a) and (b) of this Section 4.07, the Company shall be permitted
to effect, and to cause or allow any of its Restricted Subsidiaries to effect:





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



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     (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any of
(a) the Company’s Indebtedness or any Indebtedness of any Guarantor that is subordinated to
the Notes or the Subsidiary Guarantees, or (b) the Company’s Equity Interests or any Equity
Interests of any of the Company’s Restricted Subsidiaries, in either case in exchange for,
or out of the net cash proceeds of the substantially concurrent sale (other than to one of
the Company’s Subsidiaries) of, the Company’s Equity Interests (other than Disqualified
Stock); provided, however, that the amount of any such net cash proceeds that are utilized
for any such redemption, repurchase, retirement, defeasance or other acquisition will be
excluded from clause (c)(iii)(B) of this Section 4.07;




     (iii) the defeasance, redemption, repurchase or other acquisition of the Company’s
Indebtedness or Indebtedness of any Guarantor that is subordinated to the Notes or the
Subsidiary Guarantees with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness;




     (iv) the payment of any dividend by one of the Company’s Restricted Subsidiaries to the
holders of that Restricted Subsidiary’s common Equity Interests on a pro rata basis, so long
as the Company or one of its Restricted Subsidiaries receives at least a pro rata share (and
in like form) of the dividend or distribution in accordance with its common Equity
Interests;




     (v) the repurchase, redemption or other acquisition or retirement for value of any of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests held by any member of
the Company’s or any of its Restricted Subsidiaries’ management pursuant to any management
equity subscription agreement, stock option agreement or similar agreement, provided,
however, that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests may not exceed $5.0 million in any twelve-month period;




     (vi) in connection with an acquisition by the Company or any of its Restricted
Subsidiaries, the return to the Company or such Restricted Subsidiary of Equity Interests of
the Company or such Restricted Subsidiary constituting a portion of the purchase
consideration in settlement of indemnification claims;




     (vii) the purchase by the Company of fractional shares arising out of stock dividends,
splits or combinations or business combinations;




     (viii) repurchases of Equity Interests deemed to occur upon exercise of stock options
or warrants if such Equity Interests represent a portion of the exercise price of such
options or warrants or the payment of withholding taxes through the issuance of Equity
Interests;




     (ix) the acquisition in open-market purchases of the Company’s common Equity Interests
for matching contributions to the Company’s employee stock purchase and deferred
compensation plans in the ordinary course of business and consistent with past practices; or




     (x) other Restricted Payments in an aggregate amount since the Issue Date not to exceed
$35.0 million,


provided, however, that, with respect to clauses (ii), (iii), (v), (ix) and (x) above, no Default
or Event of Default shall have occurred and be continuing immediately after such transaction.




          (d) For the avoidance of doubt, any cash payment on any Indebtedness convertible into Capital
Stock (other than Disqualified Stock) in an amount not in excess of the aggregate principal amount
thereof shall not be deemed a “Restricted Payment” under this Section 4.07; provided that such

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payment was a scheduled payment included in the instrument relating to such Indebtedness upon
original issuance thereof. The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to
be transferred or issued by the Company or a Restricted Subsidiary, as the case may be, pursuant to
the Restricted Payment. The fair market value of any assets or securities that are required to be
valued by this Section 4.07 will be determined by the Company’s Board of Directors whose resolution
with respect thereto will be delivered to the Trustee. The Board of Directors’ determination must
be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm
of national standing if the fair market value exceeds $20.0 million. Not later than the date of
making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate
stating that such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy of any fairness
opinion or appraisal required by this Indenture.




Section 4.08. Dividend and Other Payment Restrictions Affecting
Subsidiaries.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary of the Company to (i)(A) pay dividends or
make any other distributions on any Capital Stock of such Restricted Subsidiary to the Company or
any other Restricted Subsidiary, or with respect to any other interest or participation in, or
measured by, the profits of such Restricted Subsidiary, or (B) pay any Indebtedness owed to the
Company or any other Restricted Subsidiary, (ii) make loans or advances to the Company or any other
Restricted Subsidiary, or (iii) transfer any of its properties or assets to the Company or any
other Restricted Subsidiary.




          (b) The provisions of Section 4.08(a) above shall not apply to encumbrances or restrictions
existing under or by reason of:





     (i) agreements governing Existing Indebtedness, or any Credit Facilities, as in effect
on the Issue Date and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of those agreements, provided that the
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings of any of the foregoing are no more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those contained in
those agreements on the date hereof;




     (ii) this Indenture, the Notes and the Subsidiary Guarantees, or any other indenture
governing debt securities that are no more restrictive, taken as a whole, with respect to
dividend and other payment restrictions than those contained in this Indenture and the
Notes;




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




     (iv) any instrument governing Indebtedness or Capital Stock of a person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was incurred in connection with or
in contemplation of such acquisition), which encumbrance or restriction is not applicable to
any person, or the properties or assets of any person, other than the person, or the
property or assets of the person, so acquired, provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to be incurred;



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     (v) customary non-assignment provisions in leases entered into in the ordinary course
of business and consistent with past practices;




     (vi) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions on that property of the nature described in clause
(a)(iii) of this Section 4.08;




     (vii) any agreement (A) for the sale or other disposition of all of the Equity
Interests in or all or substantially all of the assets of one of the Company’s Restricted
Subsidiaries that restricts distributions or asset transfers by that Restricted Subsidiary
pending that sale or other disposition or (B) for the sale of a particular asset or line of
business of a Restricted Subsidiary that imposes restrictions on the property subject to an
agreement of the nature described in clause (a)(iii) of this Section 4.08;




     (viii) Permitted Refinancing Indebtedness, provided that any restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced and that such Permitted Refinancing Indebtedness was permitted
to be incurred under Section 4.09 hereof;




     (ix) any instrument governing Indebtedness of a Foreign Restricted Subsidiary permitted
to be incurred pursuant to Section 4.09 hereof;




     (x) Liens securing Indebtedness otherwise permitted to be incurred under the provisions
of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such
Liens; and




     (xi) provisions with respect to the disposition of specific assets or property in asset
sale agreements entered into in the ordinary course of business.



Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, incur
any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock,
and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that (1) the Company and any Guarantor may incur Indebtedness (including
Acquired Debt) and (2) the Company may issue Disqualified Stock, if, in each case, the Fixed Charge
Coverage Ratio for the Company’s most recently ended fiscal four full fiscal quarters for which the
Company has filed financial statements with the Commission preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would
have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter
period.




          (b) In addition to the foregoing, the Company and any Restricted Subsidiary (except as
specified below) may incur the following types of Indebtedness (collectively, “Permitted Debt”):





     (i) the incurrence by the Company or any Restricted Subsidiary of additional
Indebtedness and letters of credit under one or more Credit Facilities and guarantees
thereof by the Guarantors; provided, however, that the aggregate principal amount of all
Indebtedness incurred by the Company and its Restricted Subsidiaries pursuant to this clause
(i) (with letters of credit



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being deemed to have a principal amount equal to the maximum potential liability of the
Company and its Restricted Subsidiaries thereunder) outstanding at any one time does not
exceed $400.0 million;




     (ii) the incurrence by the Company and the Restricted Subsidiaries of the Existing
Indebtedness;




     (iii) the incurrence by the Company of Indebtedness represented by the Notes issued on
the Issue Date and the incurrence by the Guarantors of the Subsidiary Guarantees of those
Notes;




     (iv) the incurrence by the Company, or by any Restricted Subsidiary that is a
Guarantor, of Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case incurred for the purpose of financing all or any
part of the purchase price or cost of construction or improvement of property, plant or
equipment used in the Company’s business or the business of that Restricted Subsidiary, in
an aggregate principal amount not to exceed the greater of (x) $30.0 million at any time
outstanding and (y) 3.5% of Total Assets at the time of such incurrence of such
Indebtedness;




     (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred
under clause (a) of this Section 4.09 or clauses (ii), (iii) or (iv) of this Section
4.09(b); provided, however, that no Restricted Subsidiary that is not a Guarantor may
refund, refinance or replace Indebtedness previously incurred by the Company or by any
Restricted Subsidiary that is a Guarantor;




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




     (A) if the Company or a Guarantor is the obligor on such intercompany
Indebtedness, such intercompany Indebtedness must be expressly subordinated to the
prior payment in full in cash of all Obligations with respect to, in the case of the
Company, the Notes, and, in the case of a Guarantor, the Subsidiary Guarantees; and




     (B) (1) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a person other than the Company or a Restricted
Subsidiary that is a Guarantor and (2) any sale or other transfer of any such
Indebtedness to a person that is not either the Company or a Restricted Subsidiary
that is a Guarantor shall be deemed, in each case, to constitute an incurrence of
such Indebtedness by the Company or such Restricted Subsidiary, as the case may be,
that was not permitted by this clause (vi);




     (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations;




     (viii) Indebtedness of the Foreign Restricted Subsidiaries that are not Guarantors in
an aggregate principal amount not to exceed the greater of (x) $75.0 million and (y) 7.5% of
Total Assets at the time of incurrence of such Indebtedness;



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     (ix) the guarantee by the Company or any of the Guarantors of Indebtedness of the
Company or of any of the Guarantors that was permitted to be incurred by another provision
of this Section 4.09; and




     (x) the incurrence by the Company or a Restricted Subsidiary of additional Indebtedness
in an aggregate principal amount (or accreted value, as applicable) at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any Indebtedness incurred pursuant to this clause (x), not to exceed $50.0 million.



          (c) The maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur
pursuant to this Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness, due solely to fluctuations in the exchange rates of currencies.




          (d) For purposes of determining compliance with this covenant, in the event that an item of
proposed Indebtedness, including Acquired Debt, meets the criteria of more than one of the
categories of Permitted Debt described in clauses (b)(i) through (x) of this Section 4.09 as of the
date of incurrence thereof, or is entitled to be incurred pursuant to clause (a) of this Section
4.09 as of the date of incurrence thereof or pursuant to any combination of the foregoing as of the
date of incurrence thereof, the Company shall, in its sole discretion, classify (or later classify
or reclassify) in whole or in part, in the Company’s sole discretion, such item of Indebtedness in
any manner that complies with this Section 4.09. Accrual of interest or dividends, the accretion
of accreted value or liquidation preference and the payment of interest or dividends in the form of
additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09.




Section 4.10. Transactions with Affiliates.




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





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




     (ii) the Company delivers to the Trustee:




     (A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million, a
resolution of the Company’s Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this Section 4.10 and that
such Affiliate Transaction has been approved by a majority of the disinterested
members of the Company’s Board of Directors; and




     (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, an
opinion as to the fairness to the Holders of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing.



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          (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will
not be subject to the provisions of clause (a) of this Section 4.10:





     (i) any employment agreement entered into by the Company or a Restricted Subsidiary in
the ordinary course of business and consistent with the past practice of the Company or such
Restricted Subsidiary;




     (ii) transactions between or among the Company and/or its Restricted Subsidiaries;




     (iii) transactions with a person that is an Affiliate of the Company solely because the
Company owns an Equity Interest in such person;




     (iv) payment of reasonable directors fees and reasonable indemnitees to persons who are
not otherwise Affiliates of the Company;




     (v) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the
Company;




     (vi) Restricted Payments or Permitted Investments that are permitted by Section 4.07;
or




     (vii) transactions in the ordinary courses of business consistent with the past
practices with persons that one of the Company’s directors serves as an officer or director
of such person.



Section 4.11. Liens.




          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness,
Attributable Debt or trade payables, except Permitted Liens, upon any of the Company’s, or a
Restricted Subsidiary’s, property or assets, now owned or acquired after the Issue Date, unless all
payments due under this Indenture and the Notes, or the Subsidiary Guarantees, as applicable, are
secured on an equal and ratable basis with (or if the obligations being secured rank junior in
right of payment to the Notes, on a senior basis to) the obligations so secured until such time as
such obligations are no longer secured by a Lien.




Section 4.12. Additional Subsidiary Guarantees.




          On the Issue Date, each of the Company’s Domestic Subsidiaries shall execute a Subsidiary
Guarantee.




          If the Company or any Restricted Subsidiary acquires or creates another Domestic Subsidiary on
or after the Issue Date, then that newly acquired or created Domestic Subsidiary will become a
Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to
the Trustee within ten Business Days of the date on which it was acquired or created; provided,
however, that the foregoing shall not apply to Subsidiaries that have properly been designated as
Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to
constitute Unrestricted Subsidiaries; provided further, however, that if a Subsidiary that is not a
Guarantor guarantees any of the Company’s or a Guarantor’s Indebtedness, that Subsidiary will be
required to provide the Company with a guarantee that ranks pari passu with (or, if that
Indebtedness is subordinated Indebtedness, prior to) that Indebtedness.




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Section 4.13. Designation of Restricted and Unrestricted Subsidiaries.




          (a) The Board of Directors of the Company may designate any Restricted Subsidiary (or any
person that upon its acquisition otherwise would become a Restricted Subsidiary) to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding
Investments owned by the Company and the Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under Section 4.07(a) or Permitted Investments,
as determined by the Company. That designation will only be permitted if the Investment would be
permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.




          (b) Any designation of any of the Company’s Subsidiaries as an Unrestricted Subsidiary
pursuant to this Section 4.13 shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default
of such Section 4.09. The Company’s Board of Directors may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is
permitted under Section 4.09 calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be
in existence following such designation.




Section 4.14. Corporate Existence.




          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Company
or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided, however, 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 Restricted Subsidiaries, if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.




Section 4.15. Asset Sales.




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





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



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     (ii) in the case of Asset Sales for consideration exceeding $5.0 million, the fair
market value is determined by the Company’s Board of Directors and evidenced by a resolution
of the Company’s Board of Directors set forth in an officer’s certificate delivered to the
Trustee; and




     (iii) at least 75% of the consideration received in the Asset Sale by the Company or
such Subsidiary is in the form of cash. For purposes of this provision, each of the
following will be deemed to be cash:




     (A) any secured Indebtedness of the Company or a Guarantor and any Indebtedness
of a Restricted Subsidiary that is not a Guarantor that are assumed by the
transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further liability;




     (B) any securities, notes or other obligations received by the Company or any
Restricted Subsidiary from such transferee that the Company or such Restricted
Subsidiary within 180 days of receipt thereof, converts into cash, to the extent of
the cash received, in that conversion;




     (C) any Designated Non-cash Consideration received by the Company or any
Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as
determined in good faith by the Company’s Board of Directors), taken together with
all other Designated Non-cash Consideration received pursuant to this clause (c)
that is at that time outstanding, not to exceed the greater of (x) $50.0 million and
(y) 5.0% of Total Assets at the time of the receipt of such Designated Non-cash
Consideration (with the fair market value of each item of Designated Non-cash
Consideration being measured at the time received without giving effect to
subsequent changes in value); and




     (D) Liquid Securities.



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





     (i) to permanently repay any secured Indebtedness of the Company or a Guarantor, or any
Indebtedness of a Restricted Subsidiary that is not a Guarantor and, if any Indebtedness
repaid under this clause (i) is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto; provided, however, that for purposes of this clause (i)
only, Indebtedness shall include accrued but unpaid interest thereon;




     (ii) to acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, another Permitted Business;




     (iii) to make a capital expenditure;




     (iv) to acquire other long-term assets that are used or useful in a Permitted Business;
or




     (v) make a Permitted Investment.


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




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          (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph shall constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $20.0 million, the Company shall make a pro rata offer to purchase (an “Asset Sale
Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to
purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and
unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased
on a pro rata basis (based upon the aggregate principal amount of the Notes and such other pari
passu Indebtedness tendered). Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be deemed to have been reset at zero.




          (d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with repurchases of Notes pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with this Section 4.15, the
Company shall comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 4.15 by virtue of that conflict.




Section 4.16. Offer to Repurchase upon Change of Control.




          (a) Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the
right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to
repurchase all or any part, equal to $1,000 or an integral multiple of $1,000, of such Holder’s
Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, on Notes repurchased
to the date fixed for repurchase (the “Change of Control Payment”).




          (b) Within 15 Business Days following a Change of Control Triggering Event, the Company shall
mail a notice to each Holder describing the transaction or transactions that constitute the Change
of Control Triggering Event and offering to repurchase the Notes on the date specified in the
notice, which date shall be no earlier than 30 days and no later than 60 days from the date the
notice is mailed (the “Change of Control Payment Date”) pursuant to the procedures set forth in
Section 3.08 and described in the notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable to the repurchase of the Notes as a result of a Change of
Control Triggering Event. To the extent that the provisions of any securities laws or regulations
conflict with this Section 4.16, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.16 by
virtue of such conflict.




          (c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept
for payment all Notes or portions of Notes properly tendered under the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of
all Notes or portions of the Notes properly tendered; and (iii) 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 the Notes being purchased by the Company.




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          (d) The Paying Agent shall deliver promptly to each Holder of Notes properly tendered the
Change of Control Payment for such Notes, and, upon receipt of an Authentication Order in
accordance with Section 2.02 with respect to such Notes, the Trustee shall promptly authenticate
and deliver, or cause to be transferred by book entry, to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any, provided that each new Note
shall be in a principal amount of $1,000 or an integral multiple of $1,000.




          (e) The Change of Control provisions described in this Section 4.16 shall be applicable
whether or not any other provisions of this Indenture are applicable.




          (f) The Company shall not be required to make a Change of Control Offer following a Change of
Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this Section 4.16 and
purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.




Section 4.17. Limitations on Line of Business.




          The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than a Permitted Business, except to such extent as is not material to the Company
and its Restricted Subsidiaries, taken as a whole.




Section 4.18. Sale and Leaseback Transactions.




          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any sale and leaseback transaction; provided that the Company and its Restricted Subsidiaries
may enter into a sale and leaseback transaction if:





     (i) the Company or the relevant Restricted Subsidiary, as the case may be, could have
(A) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale
and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) and
(B) incurred a Lien to secure such Indebtedness pursuant to Section 4.11; provided, however,
that clause (A) of this clause (a)(i) shall not be applicable at any time after the
occurrence of a Fall-away Event;




     (ii) the gross cash proceeds of the sale and leaseback transaction are at least equal
to the fair market value, as determined in good faith by the Company and set forth in an
Officers’ Certificate delivered to the Trustee, of the property that is the subject of the
sale and leaseback transaction; provided, however, that in the case of any sale and
leaseback transaction for consideration exceeding $10.0 million, the fair market value shall
be determined by the Company’s Board of Directors and set forth in an Officers’ Certificate
delivered to the Trustee; and




     (iii) the transfer of assets in the sale and leaseback transaction is permitted by, and
the Company or the relevant Restricted Subsidiary applies the proceeds of the transaction in
compliance with, Section 4.15 hereof; provided, however, that, in the event that the Company
or any of its Restricted Subsidiaries consummates a sale and leaseback transaction at any
time after the occurrence of a Fall-away Event, within twelve months of that sale and
leaseback transaction, the Company shall apply the Net Cash Proceeds thereof to permanently
repay secured Indebtedness of the Company or a Guarantor, or any Indebtedness of any of the
Company’s Restricted Subsidiaries that is not a Guarantor, and if any Indebtedness repaid
under this clause (a)(iii) is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto.



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Section 4.19. Payments for Consent.




          Neither the Company nor any of its Restricted Subsidiaries shall, directly or indirectly, pay
or cause to be paid any consideration, whether by way of interest, fee or otherwise, to or for the
benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.




Section 4.20. Suspension of Covenants.




          If on any date following the Issue Date the Notes have an Investment Grade Rating from both of
the Rating Agencies and no Default has occurred and is continuing under this Indenture (a
“Fall-away Event”), the Company and its Restricted Subsidiaries shall not be subject to Sections
4.07, 4.08, 4.09, 4.10, 4.15, 4.17, 4.18(a)(i)(A) and 5.01(a)(iv) (collectively, the “Fall-away
Covenants”) and such Fall-away Covenants shall not thereafter be reinstated.




ARTICLE 5.




SUCCESSORS




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




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





     (i) either: (A) the Company is the surviving corporation or (B) the person formed by
or surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, conveyance or other disposition has been made is a corporation
organized or existing under the laws of the United States, any state of the United States or
the District of Columbia;




     (ii) the person formed by or surviving any such consolidation or merger (if other than
the Company) or the person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all of the Company’s obligations under the Notes and this
Indenture pursuant to agreements reasonably satisfactory to the Trustee;




     (iii) immediately before and after giving effect to such transaction, no Default or
Event of Default exists; and




     (iv) the Company or the person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer, conveyance or
other disposition has been made 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, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a); provided, however, that the Company delivers to the Trustee an Officers’
Certificate, attaching the arithmetic computations to demonstrate compliance with this
clause (a)(iv), and an Opinion of Counsel, in each case stating that such consolidation,
merger or transfer complies with this provision and that all

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conditions precedent provided for herein relating to such transaction have been
complied with; and provided further, that this clause (a)(iv) shall not apply (A) pursuant
to Section 4.20, after a Fall-away Event has occurred, and (B) if, in the good faith
determination of the Board of Directors, the principal purpose of the transaction is to
change the Company’s state of incorporation and the transaction does not have as one of its
purposes the evasion of the foregoing limitations.



          (b) The Company shall not, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other person.




Section 5.02. Successor Corporation Substituted.




          Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company in accordance with Section
5.01 hereof, the successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor corporation and not to the
Company), and may exercise every right and power of the Company under this Indenture with the same
effect as if such successor person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the principal of and
interest on the Notes or any other amounts owing hereunder or under the Notes in the case of a sale
or lease of all or substantially all of the Company’s assets that meets the requirements of Section
5.01 hereof.




ARTICLE 6.




DEFAULTS AND REMEDIES




Section 6.01. Events of Default.




          Each of the following events constitutes an “Event of Default”:





     (a) default in the payment when due of interest on, or Liquidated Damages with respect
to, any Note, and such default continues for a period of 30 days;




     (b) default in the payment when due of principal of or premium, if any, on any Note
when the same becomes due and payable at maturity, upon acceleration, upon redemption or
otherwise;




     (c) default in the performance or breach of the provisions by the Company or any of its
Restricted Subsidiaries of Sections 4.07, 4.09 or 5.01 hereof;




     (d) default in the performance by the Company or any of its Restricted Subsidiaries of
Section 4.15 or 4.16 hereof, and such default continues for a period of 30 days after
written notice;




     (e) default in the performance of or breaches of any other covenant or agreement of the
Company in this Indenture or under the Notes (other than a default specified in clause (a),
(b), (c) or (d) above) by the Company or any of its Restricted Subsidiaries, and such
default or breach continues for a period of 60 days after written notice by the Trustee to
the Company or by the

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Holders of 25% or more in aggregate principal amount of the Notes to the Company and
the Trustee;




     (f) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date hereof, if that default:




     (i) is caused by a failure to pay principal of, or interest or premium, if any,
on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or




     (ii) results in the acceleration of such Indebtedness prior to its express
maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $10.0 million or more;




     (g) default by the Company or any of its Subsidiaries in the payment of final judgments
aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days;




     (h) except as permitted by this Indenture, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor, or any person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Subsidiary Guarantee;




     (i) a court having jurisdiction in the premises enters a decree or order for




     (i) relief in respect of the Company or any of its Restricted Subsidiaries in
an involuntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect,




     (ii) appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any of its Restricted
Subsidiaries or for all or substantially all of the property and assets of the
Company or any of its Restricted Subsidiaries, or




     (iii) the winding up or liquidation of the affairs of the Company or any of its
Restricted Subsidiaries and,




in each case, such decree or order shall remain unstayed and in effect for a period of 30
consecutive days; or




     (j) the Company or any of its Restricted Subsidiaries:




     (i) commences a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consents to the entry of an order
for relief in an involuntary case under any such law,



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     (ii) consents to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the
Company or such Restricted Subsidiary or for all or substantially all of the
property and assets of the Company or such Restricted Subsidiary, or




     (iii) effects any general assignment for the benefit of creditors.



Section 6.02. Acceleration.




          (a) If any Event of Default (other than an Event of Default specified in clause (i) or (j) of
Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes, by written notice to the Company (and, if such
notice is given by such Holders, to the Trustee), may, and the Trustee at the request of such
Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be
due and payable immediately. Upon such declaration of acceleration, such principal of, premium, if
any, and accrued and unpaid interest and Liquidated Damages, if any, shall be immediately due and
payable.




          (b) Notwithstanding the foregoing, if an Event of Default specified in clause (i) or (j) of
Section 6.01 hereof occurs with respect to the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, the principal of, premium, if any, and accrued and unpaid
interest and Liquidated Damages, if any, on the Notes then outstanding shall be due and payable
immediately without further action or notice on the part of the Trustee or any Holder.




Section 6.03. Other Remedies.




          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.




          The Trustee may maintain a proceeding to enforce its rights and to pursue its remedies under
the Notes and this Indenture even if the Trustee does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




Section 6.04. Waiver of Past Defaults.




          At any time after declaration of acceleration, but before a judgment or decree for the payment
of the money due has been obtained by the Trustee, the Holders of at least a majority in principal
amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all
past Defaults, except a Default in the payment of principal of, premium, if any, or interest on any
Note as specified in clause (a) or (b) of Section 6.01 or in respect of a covenant or provision of
this Indenture which cannot be modified or amended without the consent of the Holder of each
outstanding Note affected, and rescind and annul a declaration of acceleration and its consequences
if:





     (a) all existing Events of Default, other than the nonpayment of the principal of,
premium, if any, and interest on the Notes that have become due solely by such declaration
of acceleration, have been cured or waived; and



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     (b) such rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.



          Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto.




Section 6.05. Control by Majority.




          Holders of a majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for enforcing any rights and exercising any remedy
available to the Trustee or exercising any trust or power conferred on it. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture that the Trustee
determines may involve the Trustee in personal liability or that the Trustee determines in good
faith may be unduly prejudicial to the rights of other Holders of Notes not joining in the giving
of such direction and may take any other action it deems proper that is not inconsistent with any
such direction received for Holders of Notes.




Section 6.06. Limitation on Suits.




          A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:





     (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;




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




     (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;




     (d) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and




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



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




Section 6.07. Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.




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Section 6.08. Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as Trustee of an express trust
against the Company for the whole amount of principal of, premium and Liquidated Damages, if any,
and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




Section 6.09. Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, and to secure the payment of same, the Trustee is hereby granted an
interest security in, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.




Section 6.10. Priorities.




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





     First: to the Trustee, its agents and attorneys for amounts due under Sections 6.09
and 7.07 hereof, including payment of all compensation, expense and liabilities incurred,
and all advances made, by the Trustee, its agents or attorneys and the costs and expenses of
collection;




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




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



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




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Section 6.11. Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and disbursements against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.06 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.




Section 6.12. Restoration of Rights and Remedies.




          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then, and in every such case, subject
to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Company, Trustee and the Holders shall continue as though no such proceeding had
been instituted, except that the rights of the Trustee to receive compensation, reimbursement of
any of its expenses or indemnification from the Holders in connection with such proceeding in
accordance with the terms of this Indenture or any separate agreement or understanding between the
Trustees and the Holders shall not be affected by this Section 6.12.




Section 6.13. Rights and Remedies Cumulative.




          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Notes in Section 2.07, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.




Section 6.14. Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by
law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.




ARTICLE 7.




TRUSTEE




Section 7.01. Duties of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers of which the Trustee has actual knowledge vested in it by this Indenture,


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           and use the same degree of care and skill in its exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.




          (b) Except during the continuance of an Event of Default of which the Trustee has actual
knowledge:





     (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture or the TIA and the Trustee undertakes to perform, and need perform, only
those duties that are specifically set forth in this Indenture or the TIA and no others, and
no implied covenants or obligations shall be read into this Indenture against the Trustee;
and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.




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




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




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section
and Section 7.02.




          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holders, unless such Holder shall have offered to
the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or
expense.




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




Section 7.02. Rights of Trustee.




          (a) In connection with its rights and duties under this Indenture, the Trustee may
conclusively rely and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
Note, or other document believed by it to be genuine and to have been signed or presented by the
proper person. The Trustee need not investigate any fact or matter stated in the document.




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          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.




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




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture or takes or omits to take in accordance with the written direction of the Holders of a
majority in principal amount of the outstanding Notes relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture.




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




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




          (g) 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.




          (h) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the
performance of the Company’s covenants set forth in Article 4. The Trustee shall not be deemed to
have knowledge of any Default or Event of Default except (i) any Event of Default occurring
pursuant to Sections 6.01(a), 6.01(b) and 4.01 or (ii) any Default or Event of Default of which the
Trustee shall have received written notification in the manner set forth in this Indenture or a
Responsible Officer of the Trustee shall have obtained actual knowledge of the Default or Event of
Default.




Section 7.03. Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 7.10 and 7.11 hereof.




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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, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.




Section 7.05. Notice of Defaults.




          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.




Section 7.06. Reports by Trustee to Holders of the Notes.




          Within 60 days after each January 15 beginning with January 15, 2006, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of
such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA § 313(c).




          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Company and filed with the Commission and each stock exchange on which the Notes are listed in
accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange.




Section 7.07. Compensation and Indemnity.




          The Company shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as shall be agreed upon in writing by the Company and the
Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a Trustee
of an express trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.




          The Company shall indemnify, defend and hold harmless the Trustee and its shareholders,
incorporators, directors, officers, employees, representatives and agents (each an “Indemnitee”)
against any and all losses, liabilities or expenses (including reasonable fees and disbursements of
counsel) incurred by any of them arising out of or in connection with the acceptance or
administration of the Trustee’s duties under this Indenture, including the costs and expenses of
enforcing this Indenture against the Company (including this Section 7.07) and defending any of
themselves against any claim (whether asserted by the Company or any Holder or any other person) or
liability in connection with the exercise or performance of any of the Trustee’s powers or duties
hereunder, except to the extent any such loss,

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liability or expense or a portion thereof may be attributable to the Trustee’s negligence or bad
faith. An Indemnitee shall notify the Company promptly of any claim for which that Indemnitee may
seek indemnity. Failure by the Indemnitee to so notify the Company shall not relieve the Company
of its obligations hereunder. Subject to receipt of the consent of the party to be defended, which
consent shall not be unreasonable withheld or delayed, the Company shall defend the claim and the
Trustee shall cooperate in the defense. The Indemnitees may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably withheld or delayed.
The Company need not reimburse any expense or indemnify against any loss, liability or expense
incurred by an Indemnitee through that Indemnitee’s own willful misconduct, negligence or bad
faith.




          The obligations of the Company under this Section 7.07 shall survive the resignation or
removal of the Trustee and the satisfaction and discharge of this Indenture.




          To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien and
is hereby granted a security interest prior in right of payment prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay principal and interest
on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including
the fees, disbursements and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.




          The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.




Section 7.08. Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.




          The Trustee may resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company. The Holders of Notes of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:





     (a) the Trustee fails to comply with Section 7.10 hereof;




     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (c) a custodian or public officer takes charge of the Trustee or its property; or




     (d) the Trustee becomes incapable of acting.



          Subject to the provisions of TIA §310(b), if the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.




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




          If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note
for at least six months, fails to comply with Section 7.10, such Holder of a Note 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 Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. Subject to the Lien provided for in Section 7.07 hereof, the retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee;
provided, however, that all sums owing to the retiring Trustee hereunder shall have been paid and
the property so transferred shall remain subject to the Lien provided for in Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.




Section 7.09. Successor Trustee by Merger, etc.




          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation or national banking corporation, the successor
corporation or national banking corporation without any further act shall be the successor Trustee.




Section 7.10. Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate Trustee power, that is subject to supervision or examination
by federal or state authorities, and that has (or the bank holding company of which it is an
Affiliate has) a combined capital and surplus of at least $50.0 million as set forth in its most
recent published annual report of condition.




          This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusions set forth in TIA § 310(b)(1) are met.




Section 7.11. Preferential Collection of Claims Against Company.




          The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.




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ARTICLE 8.




NOTE GUARANTEES




Section 8.01. Subsidiary Guarantees.




          (a) Subject to this Article 8, each of the Guarantors, from time to time party hereto, hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (i) the principal of premium, if any, and interest on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful,
and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will
be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration pursuant to Section
6.02 hereof or otherwise. Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay
the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.




          (b) Each Guarantor hereby agrees that its obligations with regard to such Subsidiary Guarantee
shall be joint and several, unconditional, irrespective of the validity or enforceability of the
Notes or the obligations of the Company under this Indenture, the absence of any action to enforce
the same, the recovery of any judgment against the Company or any other obligor with respect to
this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any
action to enforce the same or any other circumstances (other than complete performance) which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor
further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies
accorded by applicable law to guarantors and agrees not to assert or take advantage of any such
claims, rights or remedies, including but not limited to: (i) any right to require any of the
Trustee, the Holders or the Company (each, a “Benefited Party”), as a condition of payment or
performance by such Guarantor, to (A) proceed against the Company, any other guarantor (including
any other Guarantor) of the obligations under the Subsidiary Guarantees or any other person, (B)
proceed against or exhaust any security held from the Company, any such other guarantor or any
other person, (C) proceed against or have resort to any balance of any deposit account or credit on
the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any
other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of
the incapacity, lack of authority or any disability or other defense of the Company including any
defense based on or arising out of the lack of validity or the unenforceability of the obligations
under the Subsidiary Guarantees or any agreement or instrument relating thereto or by reason of the
cessation of the liability of the Company from any cause other than payment in full of the
obligations under the Subsidiary Guarantees; (iii) any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal; (iv) any defense based upon any Benefited
Party’s errors or omissions in the administration of the obligations under the Subsidiary
Guarantees, except behavior which amounts to bad faith; (v)(A) any principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary
Guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder, (B) the
benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness,
diligence and any requirement that any Benefited Party protect, secure, perfect or insure any
security interest or lien or any

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property subject thereto; (vi) notices, demands, presentations, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary
Guarantees, notices of default under the Notes or any agreement or instrument related thereto,
notices of any renewal, extension or modification of the obligations under the Subsidiary
Guarantees or any agreement related thereto, and notices of any extension of credit to the Company
and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the
benefits of any “One Action” rule and (viii) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms of the Subsidiary Guarantees. Except as set forth in Section 8.05, each
Guarantor hereby covenants that its Subsidiary Guarantee will not be discharged except by complete
performance of the obligations contained in its Guarantee and this Indenture.




          (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, any Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the
purposes of any Subsidiary 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 Section 6.02 hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of any such Subsidiary Guarantee. The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the applicable Subsidiary Guarantee.




Section 8.02. Additional Guarantees.




          If any Restricted Subsidiary becomes obligated pursuant to Section 4.12 hereof, then the
Company shall cause any such Restricted Subsidiary to, within ten Business Days of the date on
which any such Restricted Subsidiary became so obligated, (a) execute and deliver to the Trustee a
Supplemental Indenture in form reasonably satisfactory to the Trustee pursuant to which such
Restricted Subsidiary shall unconditionally guarantee, on a senior unsecured basis, all of the
Company’s obligations under the Notes and this Indenture on the terms set forth herein and therein
and (b) deliver to the Trustee an Opinion of Counsel that, subject to customary assumptions and
exclusions, such supplemental indenture has been duly executed and delivered by such Restricted
Subsidiary. Any Restricted Subsidiary that becomes a Guarantor shall remain a Guarantor unless (i)
designated an Unrestricted Subsidiary by the Company in accordance with this Indenture; (ii) is
otherwise released from its obligations as a Guarantor pursuant to Section 8.05 hereof; or (iii)
the circumstances giving rise to the obligation to provide a guarantee under Section 4.12 no longer
exist.




Section 8.03. Limitation on Guarantor Liability.




          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under
this Article 8 shall be limited to the

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maximum amount as will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under this Article 8,
result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.




Section 8.04. Merger and Consolidation of Guarantors.




          Except as otherwise provided in Section 8.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving person) another person, other than the Company or
another Guarantor unless:





     (a) immediately after giving effect to such transaction, no Default or Event of Default
exists; and




     (b) either (i) the person acquiring the property in any such sale or disposition or the
person formed by or surviving any such consolidation or merger, assumes all the obligations
of that Guarantor under this Indenture and the Subsidiary Guarantee of such Guarantor
pursuant to a supplemental indenture reasonably satisfactory to the Trustee, or (ii) in the
case of a sale or other disposition of all or substantially all of the assets of such
Guarantor’s assets, the Net Proceeds of such sale of other disposition are applied in
accordance with Section 4.15.



          In case of any such sale or other disposition, consolidation, merger, sale or conveyance and
upon the assumption by the successor person, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the
Notes and the due and punctual performance of all of the covenants and conditions of this Indenture
to be performed by the Guarantor, such successor person shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor
person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary
Guarantees had been issued at the date of the execution hereof.




          Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) of
this Section 8.04, nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into an Company or another Guarantor, or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to an Company or another Guarantor.




Section 8.05. Release.




          (a) In the event of (i) a sale or other disposition of all or substantially all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of
all to the Capital Stock of any Guarantor, in each case to a person that is not (either before or
after giving effect to such transactions) a Subsidiary of the Company, so long as the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.15 hereof, or (ii) a designation by the Company
of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with
Section 4.13, such Guarantor or, in the case of a

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sale or other disposition of all or substantially all of the assets of such Guarantor, the
corporation acquiring such property, will be released and relieved of any obligations under its
Subsidiary Guarantee.




          (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.07 hereof, or such
designation was made in accordance with Section 4.13 hereof, as the case may be, the Trustee shall
execute any documents reasonably required in order to evidence the release of any Guarantor from
its obligations under its Subsidiary Guarantee.




          (c) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article 8.




ARTICLE 9.




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 9.01. Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect to have either Section 9.02 or 9.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 9.




Section 9.02. Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section
9.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04
hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 9.05 hereof and the other Sections of
this Indenture referred to in clauses (a) through (d) below, and to have satisfied all their other
obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder:





     (a) the rights of Holders to receive payments in respect of the principal of, premium,
if any, and interest on the Notes when such payments are due;




     (b) the Company’s obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance
of an office or agency for payments;




     (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s
obligations in connection therewith; and




     (d) the Legal Defeasance provisions of this Article 9.



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          Subject to compliance with this Article 9, the Company may exercise its option under this
Section 9.02, notwithstanding the prior exercise of its option under Section 9.03 hereof.




Section 9.03. Covenant Defeasance.




          Upon the Company’s exercise under Section 9.01 hereof of the option applicable to this Section
9.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 9.04
hereof, be released from its obligations under the covenants contained in Sections 4.07 through
4.13 and 4.15 through 4.20 hereof, both inclusive, and Section 5.01(a)(iv) with respect to the
outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document, and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except
as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company’s exercise under Section 9.01 hereof of the option applicable to this
Section 9.03, subject to the satisfaction of the conditions set forth in Section 9.04 hereof,
Sections 6.01(e), 6.01(g) and 6.01(i) hereof shall not constitute Events of Default.




Section 9.04. Conditions to Legal or Covenant Defeasance.




          The following are the conditions precedent to the application of either Section 9.02 or 9.03
hereof to the outstanding Notes:




          In order to exercise either Legal Defeasance or Covenant Defeasance:





     (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders cash in U.S. dollars, non-callable U.S. Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants selected by the Company, to pay the principal of, and
premium, if any, and interest on, the Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be;




     (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming
that:




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




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




in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders will not recognize income, gain or loss for federal income tax purposes as
a result of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same



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manner and at the same times as would have been the case if such Legal Defeasance had not
occurred;




     (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming
that the Holders will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;




     (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit or insofar as Events of Default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 91st day after the date of deposit (other
than a Default or an Event of Default resulting from the borrowing of funds to be applied to
such deposit and the grant of any Lien securing such borrowings);




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under this Indenture (other than a Default or an Event
of Default resulting from the borrowing of funds to be applied to such deposit and the grant
of any Lien securing such borrowings) or any other material agreement or instrument to which
the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;




     (6) the Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the Holders over
any other creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others;




     (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with; and




     (8) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, assuming no intervening bankruptcy of the Company between the date of deposit and the
91st day following the date of deposit and that no Holder is an insider of the Company,
after the 91st day following the date of deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.



          Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with
respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the
Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the
maturity date within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company.



Section 9.05. Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions.




     Subject
to Section 9.06 hereof, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 9.05 only, the “Trustee”) pursuant to
Section 9.04 hereof 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



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Indenture, to the payment, either
directly or through any Paying Agent (other than the Company) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of principal or
redemption price of, and Liquidated Damages, if any, interest on, the Notes, that such money need
not be segregated from other funds except to the extent required by law.



          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or U.S. Government Securities deposited pursuant to Section 9.04
hereof or the principal and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of the outstanding Notes.




          Anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any money or U.S. Government
Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 9.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.




Section 9.06. Repayment to the Company.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal, redemption price or purchase price of, or Liquidated
Damages, if any, or interest on any Note and remaining unclaimed for two years after such amount
has become due and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof as a general creditor, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, at the expense of the Company, may cause to be published
once, in The New York Times and The Wall Street Journal (national editions), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
after the date of such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.




Section 9.07. Reinstatement.




          If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government
Securities in accordance with Section 9.02 or 9.03 hereof, as the case may be, by reason of any
order of judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Company under this Indenture, and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.02 or
9.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 9.02 or 9.03 hereof, as the case may be; provided, however, that, if the
Company makes any payment with respect to any Note following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.




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ARTICLE 10.




AMENDMENT, SUPPLEMENT AND WAIVER




Section 10.01. Without Consent of Holders of Notes.




          Notwithstanding Section 10.02 of this Indenture, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:





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




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




     (c) to provide for the assumption of the Company’s obligations to the Holders of the
Notes by a successor to the Company pursuant to Article 5 hereof;




     (d) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any
Holder of the Note; or




     (e) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA.



          Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company
in the execution of any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.




Section 10.02. With Consent of Holders of Notes.




          (a) Except as provided below in this Section 10.02, this Indenture and the Notes may be
amended or supplemented with the consent of the Holders of at least a majority in principal amount
of the Notes then outstanding voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting solely from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). However, without the consent of each Holder affected, an amendment or waiver under
this Section 10.02 may not (with respect to any Notes held by a non-consenting Holder):





     (i) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;



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     (ii) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes, other than Sections 4.15 and 4.16;




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




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




     (v) make any Note payable in money other than that stated in the Notes;




     (vi) make any change in the provisions of this Indenture relating to waivers of past
Defaults, including Section 6.04, or the rights of holders of notes to receive payments of
principal of, or interest or premium, if any, on, the Notes;




     (vii) waive a redemption payment with respect to any Note, other than a payment
required under Section 4.15 or 4.16;




     (viii) release any Guarantor from any of its obligations under its Subsidiary Guarantee
or this Indenture, except in accordance with the terms of this Indenture; or




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



          (b) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.




          (c) It shall not be necessary for the consent of the Holders of Notes under this Section 10.02
to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof.




          (d) After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders of Notes affected thereby 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 amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this Indenture or the
Notes.




Section 10.03. Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental Indenture that complies with the TIA as then in effect.




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Section 10.04. Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.




Section 10.05. Notation on or Exchange of Notes.




          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, in accordance with Section 2.02 with respect to
those Notes, authenticate new Notes that reflect the amendment, supplement or waiver.




          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 10.06. Trustee to Sign Amendments, etc.




          The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this
Article 10 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture
until the Board of Directors approves it. In executing any amended or supplemental indenture, the
Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected
in relying upon, in addition to the documents required by Section 10.04 hereof, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.




ARTICLE 11.




SATISFACTION AND DISCHARGE




Section 11.01. Satisfaction and Discharge.




          This Indenture will be discharged and will cease to be of further effect (except as set forth
below) and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when:





     (1) either:




     (a) all the Notes theretofore authenticated and delivered (except lost, stolen
or destroyed notes which have been replaced or paid as provided in Section 2.07 and
Notes for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust) have been delivered to the Trustee for cancellation; or




     (b) all Notes not theretofore delivered to the Trustee for cancellation (1)
have become due and payable or (2) will become due and payable within one year, or
are



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to be called for redemption within one year, under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company, and the Company has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount sufficient
to pay and discharge the entire Indebtedness on the Notes not theretofore delivered
to the Trustee for cancellation, for principal of, and premium, if any, and interest
on, the Notes to the date of deposit together with irrevocable instructions from the
Company directing the Trustee to apply such funds to the payment thereof at maturity
or redemption, as the case may be;




     (2) the Company has paid all other sums payable under this Indenture by the Company;
and




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



          Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligations in
Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08, 12.02, 12.03 and 12.04, and the Trustee’s and
Paying Agent’s obligations in Section 11.02 shall survive until the Notes are no longer
outstanding. Thereafter, only the Company’s obligations in Section 7.07 shall survive.




Section 11.02. Application of Trust.




          All money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and, at
the written direction of the Company, be invested prior to maturity in U.S. Government Securities,
and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may determine, to the
persons entitled thereto, of the principal (and premium, if any) and interest for the payment of
which money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.




ARTICLE 12.




MISCELLANEOUS




Section 12.01. Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 318(c), the imposed duties shall control.




Section 12.02. Notices.




          Any notice or communication by the Company or the Trustee to the others is duly given if in
writing and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), telex, telecopier or overnight air courier guaranteeing next-day delivery, to
the others’ address.




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If to the Company:



Grant Prideco, Inc.

400 N. Sam Houston Parkway East

Suite 900

Houston, Texas 77060

Facsimile No.: (281) 878-5732

Attention: Chief Financial Officer



With a copy to:



Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

Attention: Charles H. Still, Esq.



If to the Trustee:



Ms. Melissa Scott

Wells Fargo Bank, N.A.

505 Main Street, Suite 301

Fort Worth, Texas 76102

Attention: Corporate Trust Administration




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




          All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.




          Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.




          Except for a notice to the Trustee, which is deemed given only when received, and except as
otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee receives it.




          If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.




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          In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.




Section 12.03. Communication by Holders of Notes with Other Holders of
Notes.




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




Section 12.04. Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:





     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



Section 12.05. Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:





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




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




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




     (d) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been satisfied.



Section 12.06. Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.




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Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.




          No recourse for the payment of the principal of, premium, if any, or interest or Liquidated
Damages, if any, on any of the Notes, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or of
any Guarantor contained in this Indenture or in any of the Notes, or because of the creation of any
Indebtedness represented thereby, shall be had against any incorporator or past, present or future
director, officer, employee, controlling person or stockholder of the Company or of any Guarantor.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the Commission that such a
waiver is against public policy.




Section 12.08. Governing Law.




          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




Section 12.09. No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.




Section 12.10. Successors.




          All agreements of the Company in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors.




Section 12.11. Severability.




          In case any provision in this Indenture or in 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.




Section 12.12. Counterpart Originals.




          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.




Section 12.13. Table of Contents, Headings, etc.




          The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.




[Signatures on following page]




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SIGNATURES




	 	 	 	 	 	 	 
	Dated as of July 27, 2005
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Melissa Scott
	 	 	 	 	 
	

	 	 	 	Name:

Title:
	 	Melissa Scott

Vice President






S-1










 






	 	 	 	 	 
	 	 	GRANT PRIDECO, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Fitzgerald
	 

	 	 	 	 
	 

	 	 	 	Matthew Fitzgerald, Chief Financial Officer and

Senior Vice President






S-2









 






	 	 	 	 	 
	 	 	XL SYSTEMS, L.P.
	 	 	     By Grant Prideco Holding, LLC, its general partner
	 	 	GRANT PRIDECO, L.P.
	 	 	     By Grant Prideco Holding, LLC, its general partner
	 	 	PLEXUS DEEPWATER TECHNOLOGIES LTD.
	 	 	     By Grant Prideco Holding, LLC, its general partner
	 	 	REEDHYCALOG, L.P.
	 	 	     By ReedHycalog, LLC, its general partner
	 	 	XL SYSTEMS INTERNATIONAL, INC.
	 	 	GP EXPATRIATE SERVICES, INC.
	 	 	GRANT PRIDECO HOLDING, LLC
	 	 	GRANT PRIDECO PC COMPOSITES HOLDINGS, LLC
	 	 	TA INDUSTRIES, INC.
	 	 	TUBE-ALLOY CAPITAL CORPORATION
	 	 	TUBE-ALLOY CORPORATION
	 	 	TAI HOLDING, INC.
	 	 	INTELLIPIPE, INC.
	 	 	GRANT PRIDECO MARINE PRODUCTS
	 	 	AND SERVICES INTERNATIONAL INC.
	 	 	REEDHYCALOG INTERNATIONAL HOLDING, LLC
	 	 	REEDHYCALOG NORWAY, LLC
	 	 	REEDHYCALOG COLOMBIA, LLC
	 	 	REEDHYCALOG AZERBAIJAN, LLC
	 	 	REEDHYCALOG ARGENTINA, LLC
	 	 	REEDHYCALOG KAZAKHSTAN, LLC
	 	 	REEDHYCALOG UTAH, LLC
	 	 	REEDHYCALOG CIS, LLC
	 	 	REEDHYCALOG THAILAND, LLC
	 	 	REEDHYCALOG, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James M. Mitchell
	 

	 	 	 	 
	 

	 	 	 	Name: James M. Mitchell
	 

	 	 	 	Title: Treasurer






S-3









 






	 	 	 	 	 
	 	 	GRANT PRIDECO USA, LLC
	 	 	GP USA HOLDING, LLC
	 	 	GRANT PRIDECO FINANCE, LLC
	 	 	GRANT PRIDECO EUROPEAN HOLDING, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Sal Segreto
	 

	 	 	 	 
	 

	 	 	 	Name: Sal Segreto

Title: President






S-4









 





EXHIBIT A

(Face of Note)




6 1/8% Senior Notes due 2015




CUSIP                     



	 	 	 
	No.                     

	 	$                    






GRANT PRIDECO, INC.



promises to pay to Cede & Co. or registered assigns, the principal sum set forth in the Schedule
of Exchanging of Interests in the Global Note attached to this Security on August 15, 2015.



Interest Payment Dates: February 15 and August 15, commencing February 15, 2006.



Record Dates: February 1 and August 1.




A-1









 








	 	 	 	 	 
	 
	 	 	 	 
	 	 	GRANT PRIDECO, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






This is one of the Global

Notes referred to in the

within-mentioned Indenture



	 	 	 	 	 
	WELLS FARGO BANK, N.A., as Trustee
 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Dated:

	 	July 27, 2005	 	 






A-2









 





(Back of Note)




6 1/8% Senior Notes due 2015



[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.] 1



THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES
ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE
GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS
NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES
ENDORSED






 




			
	1	 	Used on Global Note only.




A-3









 









HEREON)
(THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A)(1) TO GRANT PRIDECO, INC. OR ANY
SUBSIDIARY THEREOF, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(3) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT (“REGULATIONS”) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S OR (5)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i)
PURSUANT TO CLAUSE (A)(4) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE
MEANING OF REGULATION S OR PURSUANT TO CLAUSE (A)(5) PRIOR TO THE RESALE RESTRICTION TERMINATION
DATE, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND OTHER APPLICABLE JURISDICTIONS. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.




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




          1. Interest. Grant Prideco, Inc., a Delaware corporation (the “Company”), promises
to pay interest on the principal amount of this Note at 6 1/8% per annum until maturity and shall
pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated Damages, if any,
semi-annually on February 15 and August 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from and including July 27, 2005 2 ; provided, however, that if there is
no existing Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be February 15, 2006 3 . The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the
then applicable interest rate






 




			
	2	 	With respect to Notes issued on the Issue
Date.
	 
	3	 	With respect to Notes issued on the Issue
Date.




A-4









 









on the Notes to the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any (without regard to any applicable grace periods) from time to time on demand at the
same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.




          2. Method of Payment. The Company shall pay principal, premium, if any, interest and
Liquidated Damages, if any, on the Notes to the persons who are registered Holders of Notes at the
close of business on February 1 or August 1 next preceding the interest payment date, even if such
Notes are cancelled after such record date and on or before such interest payment date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be
payable by wire transfer of immediately available funds to the registered Holder of the relevant
Global Note and, with respect to certificated Notes, by wire transfer of immediately available
funds in accordance with instructions provided by the registered holders of certificated Notes or,
if no such instructions are specified, by mailing a check to each such Holder’s registered address.
Such payment shall be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.




          3. Paying Agent and Registrar. Initially, Wells Fargo Bank, N.A., the Trustee under
the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.




          4. Indenture. The Company issued the Notes under an Indenture dated as of July 27,
2005 (“Indenture”) among the Company, the Trustee and the Guarantors identified therein. 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. C. §§ 77aaa-77bbbb), as amended. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The
Company may issue Additional Notes under the Indenture subject to compliance with Section 4.09
thereof, unlimited in aggregate principal amount.




          5. Optional Redemption. The Company may redeem any or all of the Notes at any time
on or after August 15, 2010, upon not less than 30 nor more than 60 days’ prior notice in amounts
of $1,000 or an integral multiple thereof at the redemption prices (expressed as a percentage of
the principal amount) set forth below, if redeemed during the 12-month period beginning August 15
of the years indicated below:




	 	 	 	 	 
	Year	 	Redemption Price
	2010
	 	 	103.063	%
	2011
	 	 	102.042	%
	2012
	 	 	101.021	%
	2013 and thereafter
	 	 	100.000	%





in each case together with accrued and unpaid interest and Liquidated Damages, if any, to the date
of redemption.




          If less than all the Notes are to be redeemed, the Trustee will select the particular Notes or
portions thereof to be redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the Notes are listed
or, if the

A-5









 





Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method
the Trustee considers fair and appropriate subject to certain restrictions contained in the
Indenture.




          6. Optional Redemption Upon Equity Offering. From time to time, on or prior to
August 15, 2008, the Company may, at its option, use the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate principal amount of the Notes issued under the
Indenture at a redemption price equal to 106.125% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, and Liquidated Damages, if any, to the date of redemption;
provided that (a) at least 65% of the original principal amount of Notes issued under the Indenture
shall remain outstanding immediately after any such redemption, and (b) the Company shall make such
redemption not more than 90 days after the consummation of any such Equity Offering. If a partial
redemption is made with the proceeds of an Equity Offering, selection of the Notes or portions
thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to the procedures of the Depository), unless such method is
prohibited.




          As used in the preceding paragraph, “Equity Offering” means any public or private sale of the
Company’s Equity Interests (other than Disqualified Stock.)




          7. Mandatory Redemption. Except as set forth in paragraph 8 below, the Company shall
not be required to make mandatory redemption payments with respect to the Notes.




          8. Repurchase at Option of Holder.




          (a) Upon the occurrence of a Change of Control Triggering Event, each Holder shall have the
right to require the Company to make an offer (a “Change of Control Offer”) to each Holder to
repurchase all or any part, equal to $1,000 or an integral multiple of $1,000, of the Holder’s
Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, on Notes repurchased
to the date fixed for repurchase (the “Change of Control Payment”).




          (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, when the aggregate
amount of Excess Proceeds exceeds $20.0 million, the Company shall make a pro rata offer to
purchase (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that
is pari passu with the Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal
amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If
any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those
Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered in such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis (based upon the aggregate principal amount of the
Notes and such other pari passu Indebtedness tendered). Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds will be deemed to have been reset at zero.




          9. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before any optional redemption date to each Holder whose Notes are to be
redeemed at its registered address. Notes and portions of Notes selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed, the entire out-




A-6









 







standing amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. On and after the redemption date interest ceases to accrue on Notes, or portions thereof
called for redemption.




          10. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar shall not be required to register the transfer of or
exchange any Note selected for redemption in whole or in part except the unredeemed portion of any
Note being redeemed in part. The Company shall not be required (i) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 of the Indenture and
ending at the close of business on the day of selection; (ii) to register the transfer of or to
exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part; or (iii) to register the transfer of or to exchange a Note between
a record date and the next succeeding interest payment date.




          11. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.




          12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a
single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for
uncertificated Notes in addition to or in place of certificated Notes; to provide for the
assumption of the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, or sale of substantially all of the Company’s assets; to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights under the Indenture of any such Holder; or to comply with the requirements
of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.




          13. Defaults and Remedies. Events of Default include, in summary form: (a) default
in the payment when due of principal of or premium, if any, on any Note when the same becomes due
and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment
when due of interest on, or Liquidated Damages with respect to, any Note, and such default
continues for a period of 30 days; (c) default in the performance or breach of the provisions by
the Company or any of its Restricted Subsidiaries of Sections 4.07, 4.09 or 5.01 of the Indenture;
(d) default in the performance by the Company or any of its Restricted Subsidiaries of Sections
4.15 or 4.16 of the Indenture, and such default continues for a period of 30 days after written
notice; (e) default in the performance of or breaches of any other covenant or agreement of the
Company under the Indenture or under the Notes (other than a default specified in clause (a), (b),
(c) or (d) above) by the Company or any of its Restricted Subsidiaries and such default or breach
continues for a period of 60 days after written notice by the Trustee to the Company or by the
Holders of 25% or more in aggregate principal amount of the Notes to the Company and the Trustee;
(f) certain defaults under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or
any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after
the date of the Indenture; (g) default by the Company or any of its Subsidiaries in the payment of
final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged




A-7









 







or stayed for a period of 60 days; (h) except as permitted by the Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (i)
certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and
payable, subject to certain conditions. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become
due and payable without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise
of any trust or power. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note, the Trustee may withhold from Holders of
the Notes notice of any continuing Default or Event of Default if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the Notes. At any time after declaration of acceleration, but before a judgment or
decree for the payment of the money due has been obtained by the Trustee, the Holders of at least a
majority in principal amount of the outstanding Notes by written notice to the Company and to the
Trustee may waive all past Defaults, except a Default in the payment of principal of, premium,, if
any, or interest on any Note or in respect of a covenant or provision of the Indenture which cannot
be modified or amended without the consent of the Holder of each outstanding Note affected. The
Company is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.




          14. 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 the
Trustee.




          15. No Recourse Against Others. No recourse for the payment of the principal of,
premium, if any, or interest or Liquidated Damages, if any, on any of the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company contained in the Indenture or in any of the Notes, or because
of the creation of any Indebtedness represented thereby, shall be had against any incorporator or
past, present or future director, officer, employee, controlling person or stockholder of the
Company or of any Guarantor. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the Notes.




          16. Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent in accordance with the Indenture.




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




          18. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of July 27, 2005, between the parties named on the signature




A-8









 







pages thereof, as such agreement may be amended, modified or supplemented from time to time
(the “Registration Rights Agreement”).




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




          The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:




	 	 	 
	 

	 	Grant Prideco, Inc.
	 

	 	400 N. Sam Houston Parkway East
	 

	 	Suite 900
	 

	 	Houston, Texas 77060
	 

	 	Facsimile No.: (281) 878-5732
	 

	 	Attention: Chief Financial Officer






A-9









 






Assignment Form




To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to



 



(Insert assignee’s social security or tax I.D. no.)




 





 





 





 




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



and irrevocably appoint                                                                                                     
to transfer this Note on the books of the Company. The agent may substitute another to act for
him.




 





Date:                                         




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 
	 	 	 	 
	 

	 	Signature Guarantee:	 	 
	 

	 	 	 	 





A-10









 





Option of Holder to Elect Purchase




          If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or
4.16 of the Indenture, check the box below:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	o
	 	Section 4.15
	 	 	 	o
	 	Section 4.16






          If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.15 or Section 4.16 of the Indenture, state the amount you elect to have purchased:
$                     




Date:                                         




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	(Sign exactly as your name appears on the Note)
	 
	 	 	 	 
	 

	 	Signature Guarantee:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 





A-11









 






SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          The initial principal amount of this Global Note is [          ] Million Dollars ($[               
]). The following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, resulting in increases or decreases of the principal amount of
this Global Note, have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of	 	Signature of
	 	 	Amount of	 	Amount of	 	this Global Note	 	authorized
	 	 	decrease in	 	increase in	 	following such	 	officer of
	Date of	 	Principal Amount of	 	Principal Amount of	 	decrease	 	Trustee or
	Exchange	 	this Global Note	 	this Global Note	 	(or increase)	 	Custodian
	 

	 	 
	 	 
	 	 
	 	 





A-12









 






EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Grant Prideco, Inc.

400 N. Sam Houston Parkway East

Suite 900

Houston, Texas 77060

Facsimile No.: (281) 878-5732

Attention: Chief Financial Officer



Wells Fargo Bank, N.A.

505 Main Street, Suite 301

Forth Worth, Texas 76102



          Re: 6 1/8% Senior Notes due 2015 of Grant Prideco, Inc.




          Reference is hereby made to the Indenture, dated as of July 27, 2005 (the “Indenture”),
between Grant Prideco, Inc., as issuer (the “Company”), and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.




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




[CHECK ALL THAT APPLY]



1.     o     Check if Transferee shall take delivery of a beneficial interest in the 144A Global
Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933 (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a person that the Transferor reasonably believed and
believes is purchasing the beneficial interest or Definitive Note for its own account, or for one
or more accounts with respect to which such person exercises sole investment discretion, and such
person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note or the Definitive Note and in the
Indenture and the Securities Act.



2.     o     Check if Transferee shall take delivery of a beneficial interest in the Regulation S
Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant
to and in accordance with 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




B-1









 







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 904(b) of Regulation S under the Securities Act, (iii)
the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. person or for the account or benefit of
a U.S. person (other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed
on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.



3.     o     Check and complete if Transferee shall take delivery of a beneficial interest in a
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation
S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that (check one):





     (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;



or





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



or





     (c) such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of the
Securities Act;



or





     (d) such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the Securities
Act and the Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate executed by the
Transferee in the form of Exhibit D to the Indenture, and (2) an Opinion of Counsel provided
by the Transferor or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the Securities Act.
Upon consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note shall be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and
in the Indenture and the Securities Act.



B-2









 





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





     o     Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.




     o     Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.




     o     Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any State of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive
Notes and in the Indenture.



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




	 	 	 	 	 
	 	 	 
	 	 	[Insert Name of Transferor]
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






          Dated:                      ,                     





B-3









 






ANNEX A TO CERTIFICATE OF TRANSFER





	1.	 	The Transferor owns and proposes to transfer the following:





[CHECK ONE]





	 	(a)	 	o     a beneficial interest in the:






	 	(i)	 	o     144A Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o     Regulation S Global Note (CUSIP                     ), or






	 	(b)	 	o     a Restricted Definitive Note.






	2.	 	After the Transfer the Transferee shall hold:





[CHECK ONE]





	 	(a)	 	o     a beneficial interest in the:






	 	(i)	 	o     144A Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o     Regulation S Global Note (CUSIP                     ), or
	 
	 	(iii)	 	o     Unrestricted Global Note (CUSIP                     ); or






	 	(b)	 	o     a Restricted Definitive Note; or
	 
	 	(c)	 	o     Unrestricted Definitive Note,






in accordance with the terms of the Indenture.



B-4









 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Grant Prideco, Inc.

400 N. Sam Houston Parkway East

Suite 900

Houston, Texas 77060

Facsimile No.: (281) 878-5732

Attention: Chief Financial Officer



Wells Fargo Bank, N.A.

505 Main Street, Suite 301

Forth Worth, Texas 76102



     Re: 6 1/8% Senior Notes due 2015 of Grant Prideco, Inc.



(CUSIP                    )




     Reference is hereby made to the Indenture, dated as of July 27, 2005 (the “Indenture”),
between Grant Prideco, Inc., as issuer (the “Company”), and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



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


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




     (a)     o     Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933 (the “Securities Act”), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.



     (b)     o     Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities



C-1









 




Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.




     (c)     o     Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



     (d)     o     Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.


2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes




     (a)     o     Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued shall continue to be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note
and in the Indenture and the Securities Act.



     (b)     o     Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE]



     o     144A Global Note,



     o     Regulation S Global Note,


with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.




C-2









 





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



	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	[Insert Name of Owner]
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	Dated:                     ,      
	 	 	 	 







C-3









 








EXHIBIT D




FORM OF CERTIFICATE FROM



ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Grant Prideco, Inc.

400 N. Sam Houston Parkway East

Suite 900

Houston, Texas 77060

Facsimile No.: (281) 878-5732

Attention: Chief Financial Officer



Wells Fargo Bank, N.A.

505 Main Street, Suite 301

Forth Worth, Texas 76102



     Re: 6 1/8% Senior Notes due 2015



     Reference is hereby made to the Indenture, dated as of July 27, 2005 (the “Indenture”), by and
between Grant Prideco, Inc. as issuer (the “Company”), and Wells Fargo Bank, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



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



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



     (b)     o     a Definitive Note,



we confirm that:



     1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the United States Securities Act of 1933,
as amended (the “Securities Act”).



     2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from the Company in a transaction meeting the requirements of



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clauses (A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.




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



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



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



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



	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	[Insert Name of Accredited Investor]
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	Dated:                     ,      
	 	 	 	 







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EXHIBIT E




GUARANTEE




     For value received, [each of] the undersigned hereby unconditionally guarantees, as principal
obligor and not only as a surety, to the Holder of this Note the cash payments in United States
dollars of principal of, and premium, if any, and interest on, this Note (and including Liquidated
Damages payable thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or
performance of all other Obligations of the Company under the Indenture (as defined below) or the
Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms
and limitations of this Note, Article 8 of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article 8 of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of this Guarantee shall not be affected by the fact that
it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Indenture dated as of July 27, 2005, among Grant Prideco,
Inc., a Delaware corporation, as issuer (the “Company”), each of the Guarantors named therein and
Wells Fargo Bank, N.A., as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”).



     THIS GUARANTEE 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.



     This Guarantee is subject to release upon the terms set forth in the Indenture.



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XL SYSTEMS, L.P.

     By Grant Prideco Holding, LLC, its general partner

GRANT PRIDECO, L.P.

     By Grant Prideco Holding, LLC, its general partner

PLEXUS DEEPWATER TECHNOLOGIES LTD.

     By Grant Prideco Holding, LLC, its general partner

REEDHYCALOG, L.P.

     By ReedHycalog, LLC, its general partner

XL SYSTEMS INTERNATIONAL, INC.

GP EXPATRIATE SERVICES, INC.

GRANT PRIDECO HOLDING, LLC

GRANT PRIDECO PC COMPOSITES HOLDINGS, LLC

TA INDUSTRIES, INC.

TUBE-ALLOY CAPITAL CORPORATION

TUBE-ALLOY CORPORATION

TAI HOLDING, INC.

INTELLIPIPE, INC.

GRANT PRIDECO MARINE PRODUCTS

AND SERVICES INTERNATIONAL INC.

REEDHYCALOG INTERNATIONAL HOLDING, LLC

REEDHYCALOG NORWAY, LLC

REEDHYCALOG COLOMBIA, LLC

REEDHYCALOG AZERBAIJAN, LLC

REEDHYCALOG ARGENTINA, LLC

REEDHYCALOG KAZAKHSTAN, LLC

REEDHYCALOG UTAH, LLC

REEDHYCALOG CIS, LLC

REEDHYCALOG THAILAND, LLC

REEDHYCALOG, LLC



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	James M. Mitchell 	 
	 	 	Title:  	Treasurer 	 
	 




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GRANT PRIDECO USA, LLC

GP USA HOLDING, LLC

GRANT PRIDECO FINANCE, LLC

GRANT PRIDECO EUROPEAN HOLDING, LLC



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	David Weigel 	 
	 	 	Title:  	Vice President 	 
	 




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