PLY GEM
INDUSTRIES, INC.




as
Issuer,




the
GUARANTORS named herein,




as
Guarantors,




and




U.S. Bank National Association,




as
Trustee and Noteholder Collateral Agent




________________________




INDENTURE




________________________




Dated as
of June 9, 2008


________________________




11.75%
Senior Secured Notes due 2013


Reference
is made to the Lien Subordination and Intercreditor Agreement dated as of June
9, 2008, among General Electric Capital Corporation, as collateral agent for the
Revolving Facility Secured Parties referred to therein; U.S. Bank National
Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Industries,
Inc.; Ply Gem Holdings Inc.; and the subsidiaries of Ply Gem Industries, Inc.
named therein (the “Intercreditor Agreement”).  Each Holder, by its
acceptance of a Note, (a) consents to the subordination of Liens provided for in
the Intercreditor Agreement, (b) agrees that it will be bound by and will take
no actions contrary to the provisions of the Intercreditor Agreement and (c)
authorizes and instructs the Trustee and Noteholder Collateral Agent to enter
into the Intercreditor Agreement as Trustee and Noteholder Collateral Agent and
on behalf of such Holder.  The foregoing provisions are intended as an
inducement to the lenders under the Credit Agreement to extend credit and such
lenders are intended third party beneficiaries of such provisions and the
provisions of the Intercreditor Agreement.














CROSS-REFERENCE
TABLE




Trust
      Indenture Act
            IndentureSection
            Section310(a)(1)
            7.10(a)(2)
            7.10(a)(3)
            N.A.(a)(4)
            N.A.(a)(5)
            7.08;
      7.10(b)
            7.08;
      7.10; 12.02(c)
            N.A.311(a)
            7.11(b)
            7.11(c)
            N.A.312(a)
            2.05(b)
            12.03(c)
            12.03313(a)
            7.06(b)(1)
            7.06;
      10.02(b)(2)
            7.06;
      10.02(c)
            7.06;
      12.02(d)
            7.06314(a)
            4.06;
      4.18; 12.02(b)
            N.A.(c)(1)
            7.02;
      12.04; 12.05(c)(2)
            7.02;
      12.04; 12.05(c)(3)
            N.A.(d)
            10.02;
      10.03; 10.05(e)
            12.05(f)
            N.A.315(a)
            7.01(b);
      7.02(a)(b)
            7.05;
      12.02(c)
            7.01(d)
            6.05;
      7.01(c)(e)
            6.11316(a)(last
      sentence)
            2.09(a)(1)(A)
            6.05(a)(1)(B)
            6.04(a)(2)
            9.02(b)
            6.07(c)
            9.05317(a)(1)
            6.08(a)(2)
            6.09(b)
            2.04318(a)
            12.01(c)
            12.01







N.A.
means Not Applicable




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














TABLE OF
CONTENTS




Page




ARTICLE
ONE













DEFINITIONS
AND INCORPORATION BY REFERENCE




SECTION
      1.01.
            Definitions.SECTION
      1.02.
            Other
      Definitions.SECTION
      1.03.
            Incorporation
      by Reference of Trust Indenture Act.SECTION
      1.04.
            Rules
      of Construction.




ARTICLE
TWO













THE
NOTES




SECTION
      2.01.
            Form
      and Dating.SECTION
      2.02.
            Execution,
      Authentication and Denomination; Additional Notes; Exchange
      NotesSECTION
      2.03.
            Registrar
      and Paying Agent.SECTION
      2.04.
            Paying
      Agent To Hold Assets in Trust.SECTION
      2.05.
            Holder
      Lists.SECTION
      2.06.
            Transfer
      and Exchange.SECTION
      2.07.
            Replacement
      Notes.SECTION
      2.08.
            Outstanding
      Notes.SECTION
      2.09.
            Treasury
      Notes.SECTION
      2.10.
            Temporary
      Notes.SECTION
      2.11.
            Cancellation.SECTION
      2.12.
            Defaulted
      Interest.SECTION
      2.13.
            CUSIP
      and ISIN Numbers.SECTION
      2.14.
            Deposit
      of Moneys.SECTION
      2.15.
            Book-Entry
      Provisions for Global Notes.SECTION
      2.16.
            Special
      Transfer and Exchange Provisions.




ARTICLE
THREE













REDEMPTION




SECTION
      3.01.
            Notices
      to Trustee.SECTION
      3.02.
            Selection
      of Notes To Be Redeemed.SECTION
      3.03.
            Notice
      of Redemption.SECTION
      3.04.
            Effect
      of Notice of Redemption.SECTION
      3.05.
            Deposit
      of Redemption Price.SECTION
      3.06.
            Notes
      Redeemed in Part.











-i-










ARTICLE
FOUR













COVENANTS




SECTION
      4.01.
            Payment
      of Notes.SECTION
      4.02.
            Maintenance
      of Office or Agency.SECTION
      4.03.
            Corporate
      Existence.SECTION
      4.04.
            Payment
      of Taxes.SECTION
      4.05.
            Maintenance
      of Properties.SECTION
      4.06.
            Compliance
      Certificate; Notice of Default.SECTION
      4.07.
            Intentionally
      Omitted.SECTION
      4.08.
            Waiver
      of Stay, Extension or Usury Laws.SECTION
      4.09.
            Change
      of Control.SECTION
      4.10.
            Limitations
      on Additional Indebtedness.SECTION
      4.11.
            Limitations
      on Restricted Payments.SECTION
      4.12.
            Limitations
      on Liens.SECTION
      4.13.
            Limitations
      on Asset Sales.SECTION
      4.14.
            Limitations
      on Transactions with Affiliates.SECTION
      4.15.
            Limitations
      on Dividend and Other Restrictions Affecting Restricted
      Subsidiaries.SECTION
      4.16.
            Additional
      Note Guarantees.SECTION
      4.17.
            Further
      Assurances.SECTION
      4.18.
            Reports
      to Holders.SECTION
      4.19.
            Limitations
      on Designation of Unrestricted Subsidiaries.SECTION
      4.20.
            Limitation
      on the Issuance or Sale of Equity Interests of Restricted
      Subsidiaries.SECTION
      4.21.
            Information
      Regarding Collateral.SECTION
      4.22.
            Impairment
      of Security Interest.SECTION
      4.23.
            Insurance.




ARTICLE
FIVE













SUCCESSOR
CORPORATION




SECTION
      5.01.
            Mergers,
      Consolidations, Etc.




ARTICLE
SIX













DEFAULT
AND REMEDIES




SECTION
      6.01.
            Events
      of Default.SECTION
      6.02.
            Acceleration.SECTION
      6.03.
            Other
      Remedies.SECTION
      6.04.
            Waiver
      of Past Defaults.





--
  [[NYCORP:3074846v10:REMOTE_RSTELLA:06/09/08--08:30
a]]
 -ii-





SECTION
      6.05.
            Control
      by Majority.SECTION
      6.06.
            Limitation
      on Suits.SECTION
      6.07.
            Rights
      of Holders To Receive Payment.SECTION
      6.08.
            Collection
      Suit by Trustee.SECTION
      6.09.
            Trustee
      May File Proofs of Claim.SECTION
      6.10.
            Priorities.SECTION
      6.11.
            Undertaking
      for Costs.




ARTICLE
SEVEN













TRUSTEE




SECTION
      7.01.
            Duties
      of Trustee.SECTION
      7.02.
            Rights
      of Trustee.SECTION
      7.03.
            Individual
      Rights of Trustee.SECTION
      7.04.
            Trustee’s
      Disclaimer.SECTION
      7.05.
            Notice
      of Default.SECTION
      7.06.
            Reports
      by Trustee to Holders.SECTION
      7.07.
            Compensation
      and Indemnity.SECTION
      7.08.
            Replacement
      of Trustee.SECTION
      7.09.
            Successor
      Trustee by Merger, Etc.SECTION
      7.10.
            Eligibility;
      Disqualification.SECTION
      7.11.
            Preferential
      Collection of Claims Against the Issuer.




ARTICLE
EIGHT













DISCHARGE
OF INDENTURE; DEFEASANCE




SECTION
      8.01.
            Termination
      of the Issuer’s Obligations.SECTION
      8.02.
            Legal
      Defeasance and Covenant Defeasance.SECTION
      8.03.
            Conditions
      to Legal Defeasance or Covenant Defeasance.SECTION
      8.04.
            Application
      of Trust Money.SECTION
      8.05.
            Repayment
      to the Issuer.SECTION
      8.06.
            Reinstatement.




ARTICLE
NINE













AMENDMENTS,
SUPPLEMENTS AND WAIVERS




SECTION
      9.01.
            Without
      Consent of Holders.SECTION
      9.02.
            With
      Consent of Holders.SECTION
      9.03.
            [Reserved].SECTION
      9.04.
            Compliance
      with the Trust Indenture Act.SECTION
      9.05.
            Revocation
      and Effect of Consents.SECTION
      9.06.
            Notation
      on or Exchange of Notes.


SECTION
      9.07.
            Trustee
      To Sign Amendments, Etc.







[[NYCORP:3074846v10:REMOTE_RSTELLA:06/09/08--08:30
a]]
 -iii-





ARTICLE
TEN













SECURITY
DOCUMENTS




SECTION
      10.01.
            Collateral
      and Security Documents.SECTION
      10.02.
            Recordings
      and Opinions.SECTION
      10.03.
            Release
      of Collateral.SECTION
      10.04.
            [Reserved].SECTION
      10.05.
            Certificates
      of the Trustee.SECTION
      10.06.
            Suits
      To Protect the Collateral.SECTION
      10.07.
            Authorization
      of Receipt of Funds by the Trustee Under the Security
      Documents.SECTION
      10.08.
            Purchaser
      Protected.SECTION
      10.09.
            Powers
      Exercisable by Receiver or Trustee.SECTION
      10.10.
            Release
      Upon Termination of the Issuer’s Obligations.SECTION
      10.11.
            Collateral
      Agent.SECTION
      10.12.
            Designations.SECTION
      10.13.
            Compensation
      and Indemnity.SECTION
      10.14.
            Intercreditor
      Agreement, Security Agreement and Other Security
Documents.




ARTICLE
ELEVEN













NOTE
GUARANTEE




SECTION
      11.01.
            Unconditional
      Guarantee.SECTION
      11.02.
            Subordination.SECTION
      11.03.
            Limitation
      on Guarantor Liability.SECTION
      11.04.
            Execution
      and Delivery of Note Guarantee.SECTION
      11.05.
            Release
      of a Subsidiary Guarantor.SECTION
      11.06.
            Waiver
      of Subrogation.SECTION
      11.07.
            Immediate
      Payment.SECTION
      11.08.
            No
      Set-Off.SECTION
      11.09.
            Guarantee
      Obligations Absolute.SECTION
      11.10.
            Note
      Guarantee Obligations Continuing.SECTION
      11.11.
            Note
      Guarantee Obligations Not Reduced.SECTION
      11.12.
            Note
      Guarantee Obligations Reinstated.SECTION
      11.13.
            Note
      Guarantee Obligations Not Affected.SECTION
      11.14.
            Waiver.SECTION
      11.15.
            No
      Obligation to Take Action Against the Issuers.SECTION
      11.16.
            Dealing
      with the Issuer and Others.SECTION
      11.17.
            Default
      and Enforcement.SECTION
      11.18.
            Acknowledgment.SECTION
      11.19.
            Costs
      and Expenses.SECTION
      11.20.
            No
      Merger or Waiver; Cumulative Remedies.


SECTION
      11.21.
            Survival
      of Note Guarantee Obligations.SECTION
      11.22.
            Note
      Guarantee in Addition to Other Guarantee Obligations.SECTION
      11.23.
            Severability.SECTION
      11.24.
            Successors
      and Assigns.




[[NYCORP:3074846v10:REMOTE_RSTELLA:06/09/08--08:30
a]]
 -iv-





SECTION
      11.21.
            Survival
      of Note Guarantee Obligations.SECTION
      11.22.
            Note
      Guarantee in Addition to Other Guarantee Obligations.SECTION
      11.23.
            Severability.SECTION
      11.24.
            Successors
      and Assigns.




ARTICLE
TWELVE













MISCELLANEOUS




SECTION
      12.01.
            Trust
      Indenture Act Controls.SECTION
      12.02.
            Notices.SECTION
      12.03.
            Communications
      by Holders with Other Holders.SECTION
      12.04.
            Certificate
      and Opinion as to Conditions Precedent.SECTION
      12.05.
            Statements
      Required in Certificate or Opinion.SECTION
      12.06.
            Rules
      by Paying Agent or Registrar.SECTION
      12.07.
            Legal
      Holidays.SECTION
      12.08.
            Governing
      Law.SECTION
      12.09.
            No
      Adverse Interpretation of Other Agreements.SECTION
      12.10.
            No
      Recourse Against Others.SECTION
      12.11.
            Successors.SECTION
      12.12.
            Duplicate
      Originals.SECTION
      12.13.
            Severability.SECTION
      12.14.
            Senior
      Indebtedness.SECTION
      12.15.
            Intercreditor
      Agreement Governs.





Signatures
            S-1





Exhibit
      A
            -Form
      of NoteExhibit
      B
            -Form
      of LegendsExhibit
      C
            -Form
      of Certificate To Be Delivered in  Connection with Transfers to
      Non-QIB Accredited InvestorsExhibit
      D
            -Form
      of Certificate To Be Delivered in Connection with Transfers Pursuant to
      Regulation SExhibit
      E
            -Form
      of Certificate To Be Delivered in Connection with Transfers of Temporary
      Regulation S Global NoteExhibit
      F
            -Form
      of Notation of Subsidiary GuaranteeSchedule
      I
            -Permitted
      Liens




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










--
  [[NYCORP:3074846v10:REMOTE_RSTELLA:06/09/08--08:30
a]]
 -v-





INDENTURE dated as of June 9, 2008 among Ply Gem Industries,
Inc., a Delaware corporation (the “Issuer”), and each of the
Guarantors named herein, as Guarantors, and U.S. Bank National Association, a
national banking association, as Trustee (the “Trustee”).




The
Issuer has duly authorized the creation of an issue of 11.75% Senior Secured
Notes due 2013 and, to provide therefor, the Issuer and the Guarantors have duly
authorized the execution and delivery of this Indenture.  All things
necessary to make the Notes, when duly issued and executed by the Issuer and
authenticated and delivered hereunder, the valid and binding obligations of the
Issuer and to make this Indenture a valid and binding agreement of the Issuer
and the Guarantors has been done.




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




ARTICLE
ONE









DEFINITIONS
AND INCORPORATION BY REFERENCE




SECTION
      1.01.
            Definitions.




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




“9% Notes” means the Issuer’s
9% Senior Subordinated Notes due 2012 and the related note guarantees issued in
accordance with the 9% Notes Indenture.




“9% Notes Indenture” means the
Indenture dated as of February 12, 2004 (as amended, supplemented or modified
from time to time), among the Issuer, the guarantor parties thereto and U.S.
Bank National Association, as trustee.




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




“ABL Collateral” means
“Revolving Facility First Lien Collateral” as defined in the Intercreditor
Agreement.




“ABL Facility Obligations”
means the “Revolving Facility Obligations” as defined in the Intercreditor
Agreement.




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













Person,
which Indebtedness was not, in any case, incurred by such other Person in
connection with, or in contemplation of, such merger or
acquisition.




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




“Advisory Agreement” means the
General Advisory Agreement dated as of February 12, 2004, between the
Issuer and CxCIC LLC.




“Affiliate” of any Person means
any other Person which directly or indirectly controls or is controlled by, or
is under direct or indirect common control with, the referent
Person.  For purposes of Section 4.14 only, Affiliates shall be deemed
to include, with respect to any Person, any other Person (1) which
beneficially owns 10% or more of any class of the Voting Stock of the referent
Person or (2) of which 10% or more of the Voting Stock is beneficially
owned by the referenced Person.  For purposes of this definition and
the definition of “Permitted Holder”, “control” of a Person shall
mean the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.




“Agent” means any Registrar or
Paying Agent.




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




“Applicable Premium” means,
with respect to a Note at any Redemption Date, the greater of: (i) 1.0% of the
principal amount of such Note; and (ii) the excess of:  (a) the
present value at such Redemption Date of (1) the Redemption Price of such Note
on the First Call Date (such Redemption Price being that described in Section 5
of the Notes) plus (2) all required remaining scheduled interest payments
due on such Note through the First Call Date, other than accrued interest to
such Redemption Date, computed using a discount rate equal to the Treasury Rate
plus 75 basis points per annum discounted on a semi-annual bond equivalent
basis, over (b) the principal amount of such Note on such Redemption
Date.




Calculation
of the Applicable Premium will be made by the Issuer or on behalf of the Issuer
by such Person as the Issuer shall designate; provided, however, that such
calculation shall not be a duty or obligation of the Trustee.




“asset” means any asset or
property.




“Asset Acquisition”
means




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







-2-





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




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




(1)  transfers
of cash or Cash Equivalents;




(2)  transfers
of assets (including Equity Interests) that are governed by, and made in
accordance with, Section 5.01;




(3)  Permitted
Investments and Restricted Payments permitted under Section 4.11;




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




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




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




(7)  any
transfer or series of related transfers that, but for this clause, would be
Asset Sales, if after giving effect to such transfers, the aggregate Fair Market
Value of the assets transferred in such transaction or any such series of
related transactions does not exceed $3.5 million; and




(8)  dispositions
between or among Foreign Subsidiaries.




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




“Bank Collateral Agent” means
General Electric Capital Corporation and any successor under the Credit
Agreement, or if there is no Credit Agreement, the “Collateral Agent” designated
pursuant to the terms of the Lenders Debt.







-3-





“Bank Lenders” means the
lenders or holders of Indebtedness issued under the Credit
Agreement.




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




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




“Borrowing Base” means, as of
any date, the sum of (x) 90% of the book value of the inventory of the Issuer
and its Restricted Subsidiaries as of the end of the most recent fiscal quarter
preceding such date, (y) 90% of the book value of the accounts receivable of the
Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal
quarter preceding such date and (z) 100% of the unrestricted cash and Cash
Equivalents of the Issuer and its Restricted Subsidiaries as of the end of the
most recent fiscal quarter preceding such date, in each case calculated on a
consolidated basis in accordance with GAAP.




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




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




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




“Cash Equivalents”
means:




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




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







-4-





(3)  commercial
paper maturing no more than 180 days from the date of creation thereof issued by
a corporation that is not the Issuer or an Affiliate of the Issuer, and is
organized under the laws of any State of the United States of America or the
District of Columbia and rated at least A-1 by S&P or at least P-1 by
Moody’s;




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




(5)  investments
in money market or other mutual funds substantially all of whose assets comprise
securities of the types described in clauses (1) through (4) above.




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




(1)  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act, except that in no event shall the parties to the Stockholders’
Agreement be deemed a “group” solely by virtue of being parties to the
Stockholders’ Agreement), other than one or more Permitted Holders, is or
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that for purposes of this clause that person or group shall
be deemed to have “beneficial ownership” of all securities that any such person
or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of Voting Stock
representing 50% or more of the voting power of the total outstanding Voting
Stock of the Issuer; provided,however, that such event
shall not be deemed to be a Change of Control so long as one or more of the
Permitted Holders have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the Board of
Directors of the Issuer;




(2)  during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors whose
election to such Board of Directors or whose nomination for election by the
stockholders of the Issuer was approved by a vote of the majority of the
directors of the Issuer then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Issuer;




(3)  (a) all
or substantially all of the assets of the Issuer and the Restricted Subsidiaries
are sold or otherwise transferred to any Person other than a Wholly-Owned
Restricted Subsidiary or one or more Permitted Holders or (b) the Issuer
consolidates or merges with or into another Person or any Person consolidates or
merges with or into the Issuer, in either case under this clause (3), in one
transaction or a series of related transactions in which immediately after the
consummation thereof Persons beneficially owning (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, Voting Stock representing
in the aggregate a majority of the total voting power







-5-





of the
Voting Stock of the Issuer immediately prior to such consummation do not
beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, Voting Stock representing a majority of the total voting
power of the Voting Stock of the Issuer or the surviving or transferee Person;
provided that it shall
not constitute a Change of Control under this clause (3)(b) if, after
giving effect to such transaction, one or more of the Permitted Holders
beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, Voting Stock representing (i) 35% or more of the total
voting power of the Voting Stock of the Issuer or the surviving or transferee
Person in such transaction immediately after such transaction and (ii) a greater
percentage of the total voting power of the Voting Stock of the Issuer than any
other “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act); or




(4)  the
Issuer shall adopt a plan of liquidation or dissolution or any such plan shall
be approved by the stockholders of the Issuer.




For
purposes of this definition, (i) a Person shall not be deemed to have beneficial
ownership of securities subject to a stock purchase agreement, merger agreement
or similar agreement until the consummation of the transactions contemplated by
such agreement and (ii) any holding company whose only significant asset is
Equity Interests of Parent or the Issuer shall not itself be considered a
“person” or “group” for purposes of clause (1) or (3) above.




“Collateral” means all the
assets and properties subject to the Liens created by the Security
Documents.




“Collateral Agreement” means
the Collateral Agreement dated the Issue Date (as amended, supplemented or
otherwise modified from time to time) among the Issuer, Parent, the Subsidiary
Guarantors party thereto and the Noteholder Collateral Agent.




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




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




(1)  Consolidated
Net Income, plus




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







-6-





industrial
revenue bonds), instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders,




(a)  Consolidated
Income Tax Expense,




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




(c)  Consolidated
Depreciation Expense,




(d)  Consolidated
Interest Expense,




(e)  Restructuring
Expenses,




(f)  payments
pursuant to the Advisory Agreement, and




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




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




(3)  the
aggregate amount of all non-cash items, determined on a consolidated basis, to
the extent such items increased Consolidated Net Income for such
period.




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




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




“Consolidated Interest Coverage
Ratio” means the ratio of Consolidated Cash Flow during the most recent
four consecutive full fiscal quarters for which financial statements are
available (the “Four-Quarter
Period”) ending on or prior to the date of determination (the “Transaction Date”) to
Consolidated Interest Expense for the Four-Quarter Period.  For
purposes of this definition, Consolidated Cash Flow and Consolidated Interest
Expense shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:




(1)  the
incurrence of any Indebtedness or the issuance of any Preferred Stock of the
Issuer or any Restricted Subsidiary (and the application of the proceeds
thereof) and any repayment of other Indebtedness or redemption of other
Preferred Stock (and the application of the proceeds therefrom) (other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to any revolving credit arrangement) occurring
during the Four-Quarter Period or at any







-7-





time
subsequent to the last day of the Four-Quarter Period and on or prior to the
Transaction Date, as if such incurrence, repayment, issuance or redemption, as
the case may be (and the application of the proceeds thereof), occurred on the
first day of the Four-Quarter Period; and




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




In
calculating Consolidated Interest Expense for purposes of determining the
denominator (but not the numerator) of this Consolidated Interest Coverage
Ratio:




(1)  interest
on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall be
deemed to have accrued at a fixed rate per annum equal to the rate of interest
on this Indebtedness in effect on the Transaction Date;




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




(3)  notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements relating to Hedging
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of these agreements.




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




(1)  imputed
interest on Capitalized Lease Obligations,




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







-8-





(3)  the net
costs associated with Hedging Obligations,




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




(5)  all other
non-cash interest expense,




(6)  capitalized
interest,




(7)  the
product of (a) all dividend payments on any series of Disqualified Equity
Interests of the Issuer or any Preferred Stock of any Restricted Subsidiary
(other than any such Disqualified Equity Interests or any Preferred Stock held
by the Issuer or a Wholly-Owned Restricted Subsidiary or to the extent paid in
Qualified Equity Interests), multiplied by (b) a fraction,
the numerator of which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of the Issuer and the
Restricted Subsidiaries, expressed as a decimal,




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




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




less, to the extent included
in such total interest expense, (A) the amortization during such period of
capitalized financing costs associated with the Transactions and (B) the
amortization during such period of other capitalized financing costs; provided, however, that, in
the case of clause (B), the aggregate amount of amortization relating to such
capitalized financing costs deducted in calculating Consolidated Interest
Expense shall not exceed 5% of the aggregate amount of the financing giving rise
thereto.




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




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




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







-9-





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




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




(4)  for the
purposes of calculating the Restricted Payments Basket only, in the case of a
successor to the Issuer by consolidation, merger or transfer of its assets, any
income (or loss) of the successor prior to such merger, consolidation or
transfer of assets;




(5)  any gain
(or loss), together with any related provisions for taxes on any such gain (or
the tax effect of any such loss), realized during such period by the Issuer or
any Restricted Subsidiary upon (a) the acquisition of any securities, or the
extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary
or (b) any Asset Sale by the Issuer or any Restricted Subsidiary;




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




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




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




(9)  any
amortization or write-offs of debt issuance or deferred financing costs,
premiums and prepayment penalties, and other costs and expenses, in each case,
paid or charged during such period to the extent attributable to the
Transactions and the Exchange Offer pursuant to the Registration Rights
Agreement;




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




(11)  any
extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss),
together with any related provision for taxes on any such extraordinary
or







-10-





nonrecurring
gain (or the tax effect of any such extraordinary or nonrecurring loss),
realized by the Issuer or any Restricted Subsidiary during such
period;




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




(13)  any
non-cash goodwill or non-cash asset impairment charges subsequent to the Issue
Date;




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




(15)  so long
as the Issuer and the Restricted Subsidiaries file a consolidated tax return, or
are part of a consolidated group for tax purposes, with Parent, Holdings or any
other holding company, the excess of (a) the Consolidated Income Tax Expense for
such period over (b) all tax payments payable for such period by the Issuer and
the Restricted Subsidiaries to Parent, Holdings or such other holding company
under a tax sharing agreement or arrangement.




In
addition:




(a)  Consolidated
Net Income shall be reduced by the amount of any payments to or on behalf of
Parent made pursuant to Section 4.14(b)(4); and




(b)  any
return of capital with respect to an Investment that increased the Restricted
Payments Basket pursuant to Section 4.11(a)(3)(d) or decreased the amount of
Investments outstanding pursuant to clause (17), (18) or (19) of the definition
of “Permitted Investments” shall be excluded from Consolidated Net Income for
purposes of calculating the Restricted Payments Basket.




For
purposes of this definition of “Consolidated Net Income,” “nonrecurring” means, with
respect to any cash gain or loss, any gain or loss as of any date that is not
reasonably likely to recur within the two years following such date; provided that if there was a
gain or loss similar to such gain or loss within the two years preceding such
date, such gain or loss shall not be deemed nonrecurring.




Notwithstanding
the foregoing, “Consolidated Net income,” as used in Section 4.11(a)(3)(a)
in respect of any period prior to March 29, 2008, shall be calculated in the
manner prescribed under the 9% Notes Indenture (as in effect on the Issue
Date).







-11-





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




“Consolidated Secured Debt
Ratio” means, as of any date of determination, the ratio of (a)
consolidated total Indebtedness of the Issuer and its Restricted Subsidiaries on
the date of determination that constitutes the Notes, any Other Pari Passu Lien
Obligations or any Lenders Debt to (b) the aggregate amount of Consolidated Cash
Flow for the then most recent four fiscal quarters for which internal financial
statements of the Issuer and its Restricted Subsidiaries are available in each
case with such pro forma and other adjustments to such consolidated total
Indebtedness and Consolidated Cash Flow as are consistent with the adjustment
provisions set forth in the definition of Consolidated Interest Coverage
Ratio.




“Corporate Trust Office” means
the corporate trust office of the Trustee located at 60 Livingston Avenue,
EP-MN-WS3C, St. Paul, Minnesota, 55107-2292, Attention: Corporate Trust
Department, or such other office, designated by the Trustee by written notice to
the Issuer, at which at any particular time its corporate trust business shall
be administered.




“Credit Agreement” means the
Credit Agreement dated the Issue Date by and among the Issuer, as Borrower,
Parent, CWD Windows and Doors, Inc., a Canadian corporation, as Canadian
borrower, Credit Suisse, as administrative agent, and General Electric Capital
Corporation, as collateral agent, the lenders named therein, including any
notes, guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (including Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended or refinanced
from time to time.




“Credit Facilities” means one
or more debt facilities (which may be outstanding at the same time and
including, without limitation, the Credit Agreement) providing for revolving
credit loans, term loans, letters of credit, receivables financing, commercial
paper or any other form of senior debt securities and, in each case, as such
agreements may be amended, amended and restated, supplemented, modified,
extended, refinanced, replaced or otherwise restructured, in whole or in part
from time to time (including increasing the amount of available borrowings
thereunder or adding Subsidiaries of the Issuer as additional borrowers or
guarantors thereunder) with respect to all or any portion of the Indebtedness
under such agreement or agreements or any successor or replacement agreement or
agreements and whether by the same or any other agent, lender or group of
lenders.




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







-12-





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




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




“Disqualified Equity Interests”
of any Person means any class of Equity Interests of such Person that, by its
terms, or by the terms of any related agreement or of any security into which it
is convertible, puttable or exchangeable, is, or upon the happening of any event
or the passage of time would be, required to be redeemed by such Person, whether
or not at the option of the holder thereof, or matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in
part, on or prior to the date which is 91 days after the final maturity date of
the Notes; provided,
however, that any class
of Equity Interests of such Person that, by its terms, authorizes such Person to
satisfy in full its obligations with respect to the payment of dividends or upon
maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase
thereof or otherwise by the delivery of Equity Interests that are not
Disqualified Equity Interests, and that is not convertible, puttable or
exchangeable for Disqualified Equity Interests or Indebtedness, will not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity Interests that
are not Disqualified Equity Interests; provided,further,however, that any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the Issuer to redeem such Equity Interests upon the
occurrence of a change in control or an asset sale occurring prior to the 91st
day after the final maturity date of the Notes shall not constitute Disqualified
Equity Interests if the change in control or asset sale provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
set forth in Section 4.09 and Section 4.13 respectively, and such Equity
Interests provide that the Issuer will not redeem any such Equity Interests
pursuant to such provisions prior to the Issuer’s purchase of the Notes as
required pursuant to the provisions set forth in Section 4.09 and 4.13
respectively.




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




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




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







-13-





“Exchange Offer” means an offer
that may be made by the Company pursuant to the Registration Rights Agreement to
exchange Notes bearing the Private Placement Legend for the Exchange
Notes.




“Exchange Offer Registration
Statement” has the meaning given to such term in the Registration Rights
Agreement.




“Excluded Assets” means (a)
Excluded Equity, (b) those assets that would constitute ABL Collateral but as to
which the Bank Collateral Agent shall not have required a lien or security
interest (other than such forbearance by the Bank Collateral Agent after (x) the
discharge in full in cash of the obligations (other than contingent obligations)
with respect to the Lenders Debt, (y) the cancellation or other satisfactory
arrangement with respect to all letters of credit which are Lenders Debt and (z)
termination or expiration of all commitments to lend and all obligations to
issue or extent letters of credit which would constitute Lenders Debt) and (c)
Special Property other than the following:




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




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




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




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




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









“Existing Credit Agreement”
means the Fifth Amended and Restated Credit Agreement dated April 5, 2007, among
the Issuer, CWD Windows and Doors, Inc., Parent, the other guarantors party
thereto and the lenders party thereto.




“Fair Market Value” means, with
respect to any asset, the price (after taking into account any liabilities
relating to such asset) that would be negotiated in an arm’s-length transaction
for cash between a willing seller and a willing and able buyer, neither of which
is under any compulsion to complete the transaction.  Fair Market
Value (other than of any asset







-14-





with a
public trading market) in excess of $5.0 million shall be determined by the
Board of Directors of the Issuer acting reasonably and in good faith and shall
be evidenced by a board resolution delivered to the Trustee.  Fair
Market Value (other than of any asset with a public trading market) in excess of
$20.0 million shall be determined by an Independent Financial Advisor, which
determination shall be evidenced by an opinion addressed to the Board of
Directors of the Issuer and delivered to the Trustee.




“First Call Date” means April
1, 2011.




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




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




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




“Grantors” means the Issuer and
the Guarantors.




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




“Guarantors” means (1) Parent,
(2) each Restricted Subsidiary of the Issuer on the Issue Date (other than any
Foreign Subsidiaries) and (3) each other Person that is required to, or at the
election of the Issuer does, become a Guarantor by the terms of this Indenture
after the Issue Date, in each case, until such Person is released from its Note
Guarantee in accordance with the terms of this Indenture.




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







-15-





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




“Holdings” means Ply Gem
Investment Holdings, Inc., a Delaware corporation, and its successors and
assigns.




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




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




(1)  all
liabilities, contingent or otherwise, of such Person for borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such Person
or only to a portion thereof);




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




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




(4)  all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred by
such Person in the ordinary course of business in connection with obtaining
goods, materials or services;




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




(6)  all
Capitalized Lease Obligations of such Person;




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




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




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







-16-





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




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




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




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




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




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




“Initial Global Notes” has the
meaning given to such term in Section 2.01.




“Initial Notes” has the meaning
given to such term in Section 2.01.




“Initial Purchasers” means
Credit Suisse Securities (USA) LLC, UBS Securities LLC, J.P. Morgan Securities
Inc. and Goldman, Sachs & Co.




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




“Intercreditor Agreement” means
the Lien Subordination and Intercreditor Agreement dated as of the Issue Date
among the Bank Collateral Agent, the Trustee, the Noteholder Collateral Agent,
the Issuer and each Guarantor, as it may be amended from time to time in
accordance with the Indenture.







-17-





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




“Interest Payment Date” means
the Stated Maturity of an installment of interest on the Notes.




“Investments” of any Person
means:




(1)  all
direct or indirect investments by such Person in any other Person in the form of
loans, advances or capital contributions or other credit extensions constituting
Indebtedness of such other Person, and any guarantee of Indebtedness of any
other Person;




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




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




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




Except as
otherwise expressly specified in this definition, the amount of any Investment
(other than an Investment made in cash) shall be the Fair Market Value thereof
on the date such Investment is made.  The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.19.  If the Issuer or any Restricted Subsidiary sells
or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or
any Restricted Subsidiary issues any Equity Interests, in either case, such
that, after giving effect to any such sale or disposition, such Person is no
longer a Restricted Subsidiary, the Issuer shall be deemed to have made an
Investment on the date of any such sale or other disposition equal to the Fair
Market Value of the Equity Interests of and all other Investments in such
Restricted Subsidiary retained.  Notwithstanding the foregoing,
purchases or redemptions of Equity Interests of the Issuer, Parent or Holdings
shall be deemed not to be Investments.




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




“Lenders Debt” means any (i)
Indebtedness outstanding from time to time under the Credit Agreement, (ii) any
Indebtedness which has a priority security interest relative to the Notes in the
ABL Collateral, (iii) all obligations with respect to such Indebtedness, (iv)
any Hedging Obligations or cash management obligations, in each case to the
extent such obligations are subject to the Intercreditor Agreement or another
intercreditor agreement substantially consistent with and no less favorable to
the Holders in any material respect than the Intercreditor Agreement and treated
as “Revolving Facility Liens” (as defined in the Intercreditor Agreement) under
the applicable intercreditor agreement and (v) all cash management obligations
incurred with any Bank Lender (or their Affiliates).







-18-





“Lien” means, with respect to
any asset, any mortgage, deed of trust, lien (statutory or other), pledge,
lease, easement, restriction, covenant, charge, security interest or other
encumbrance of any kind or nature in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement.




“Material Real Property” means
any real property (or any interest in real property) (x) having a value in
excess of $2.0 million or (y) that prior to the Issue Date is mortgaged to
secure the obligations with respect to the Existing Credit
Agreement.




“Maturity Date” means June 15,
2013.




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




“Mortgages” means mortgages,
deeds of trust, leasehold mortgages, assignments of leases and rents,
modifications and other security documents delivered pursuant to Section
4.17.




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




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




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




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




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




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







-19-





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




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




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




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




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




“Note Parties” means the Issuer
and the Subsidiary Guarantors.




“Notes” means, collectively,
the Issuer’s 11.75% Senior Secured Notes due 2013 issued in accordance with
Section 2.02 (whether issued on the Issue Date, issued as Additional Notes,
issued as Exchange Notes or Private Exchange Notes, or otherwise issued after
the Issue Date) treated as a single class of securities under this Indenture, as
amended or supplemented from time to time in accordance with the terms of this
Indenture.




“Notes Collateral” means the
portion of the Collateral as to which the Notes have a priority security
interest relative to Lenders Debt.




“Obligation” means any
principal, interest, penalties, fees, indemnification, reimbursements, costs,
expenses, damages and other liabilities payable under the documentation
governing any Indebtedness.




“Offering” means the offering
of the Notes by the Issuer pursuant to the Offering Circular in connection with
the funding of the Transactions.




“Offering Circular” means the
offering circular of the Issuers relating to the Notes dated June 2,
2008.




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




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







-20-





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




“Other Pari Passu Lien
Obligations” means any Additional Notes and any other Indebtedness having
substantially identical terms as the Notes (other than issue price, interest
rate, yield and redemption terms) and issued under an indenture substantially
identical to the Indenture and any Indebtedness that refinances or refunds (or
successive refinancings and refundings) any Notes or Additional Notes and all
obligations with respect to such Indebtedness; provided, that such
Indebtedness may (a) have a stated maturity date that is equal to or longer than
the Notes, (b) contain terms and covenants that are, in the reasonable opinion
of the Issuer, less restrictive than the terms and covenants under the Notes,
(c) contain terms and covenants that are more restrictive than the terms and
covenants under the Notes so long as prior to or substantially simultaneously
with the issuance of any such Indebtedness, the Notes and the Indenture are
amended to contain any such more restrictive terms and covenants and (d) be
secured by an interest in the Collateral that ranks pari passu or junior to the
security interest and Liens of the Noteholder Collateral Agent in the Collateral
for the benefit of the Noteholder Secured Parties.




“Parent” means Ply Gem
Holdings, Inc., a Delaware corporation, and its successors and
assigns.




“ParentCo” means any direct or
indirect parent company of the Issuer.




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




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




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




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




“Permitted Holders” means (1)
Sponsor, Caxton Associates, LLC, Caxton-Iseman (Ply Gem) L.P., Caxton-Iseman
(Ply Gem) II L.P., Frederick J. Iseman, Lee D. Meyer, John Wayne, Shawn Poe,
Mark Watson, Bryan Sveinson, David S. McCready, Robert A. Ferris, Steven M.
Lefkowitz and any other Person that is a controlled Affiliate of any of the
foregoing and (2) any Related Party of any of the foregoing; provided that in no event
shall any operating







-21-





portfolio
company or any holding company for any operating portfolio company (other than
the Issuer) be a Permitted Holder.




“Permitted Investment”
means:




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




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




(3)  loans and
advances to directors, employees and officers of the Issuer and the Restricted
Subsidiaries for bona fide business purposes and to purchase Equity Interests of
the Issuer, Parent or Holdings not in excess of $5.0 million at any one time
outstanding;




(4)  Hedging
Obligations incurred pursuant to Section 4.10;




(5)  cash and
Cash Equivalents;




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




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




(8)  Investments
made by the Issuer or any Restricted Subsidiary as a result of consideration
received in connection with an Asset Sale made in compliance with Section
4.13;




(9)  lease,
utility and other similar deposits in the ordinary course of
business;




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




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




(12)  guarantees
of Indebtedness permitted to be incurred under this Indenture;







-22-





(13)  loans and
advances to suppliers, licensees, franchisees or customers of the Issuer or any
Restricted Subsidiary made in the ordinary course of business in an aggregate
amount, together with the aggregate amount of Indebtedness under clause (14) of
the definition of “Permitted Indebtedness,” not to exceed $5.0 million at any
time outstanding;




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




(15)  Investments
in existence on the Issue Date;




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




(17)  Investments
in an aggregate amount not to exceed, at any one time outstanding, the greater
of (a) $20.0 million and (b) 7.0% of Consolidated Net Tangible Assets at such
time (with each Investment being valued as of the date made and without regard
to subsequent changes in value); provided that Investments
pursuant to this clause (17) shall not be used (x) to make Investments in
Parent, Holdings, any other ParentCo or in the holder of any Equity Interests of
the foregoing or (y) to redeem, repurchase, retire or otherwise acquire for
consideration any Subordinated Indebtedness;




(18)  Investments
in Subsidiaries that are not Guarantors or Foreign Subsidiaries in an aggregate
amount not to exceed $10.0 million at any one time outstanding (with each
Investment being valued as of the date made and without regard to subsequent
changes in value); and




(19)  Investments
in Foreign Subsidiaries in an aggregate amount not to exceed, at any one time
outstanding, the greater of (a) $10.0 million and (b) 3.5% of Consolidated Net
Tangible Assets at such time (with each Investment being valued as of the date
made and without regard to subsequent changes in value).




The
amount of Investments outstanding at any time pursuant to clause (17), (18) or
(19) above shall be deemed to be reduced:




(a)  upon the
disposition or repayment of or return on any Investment made pursuant to clause
(17), (18) or (19) above, as the case may be, by an amount equal to the return
of capital with respect to such Investment to the Issuer or any Restricted
Subsidiary (to the extent not included in the computation of Consolidated Net
Income); and




(b)  upon a
Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an
amount equal to the lesser of (x) the Fair Market Value of the
Issuer’s







-23-





proportionate
interest in such Subsidiary immediately following such Redesignation, and (y)
the aggregate amount of Investments in such Subsidiary that increased (and did
not previously decrease) the amount of Investments outstanding pursuant to
clause (17), (18) or (19) above, as the case may be.




“Permitted Liens” means the
following types of Liens:




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




(2)  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;




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




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




(5)  judgment
Liens not giving rise to a Default so long as such Liens are adequately bonded
and any appropriate legal proceedings which may have been duly initiated for the
review of such judgment have not been finally terminated or the period within
which the proceedings may be initiated has not expired;




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




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







-24-





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




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




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




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




(12)  Liens
securing the Notes outstanding on the Issue Date, the Exchange Notes issued in
exchange for such Notes, Refinancing Indebtedness with respect to such Notes or
Exchange Notes, the Note Guarantees relating thereto and any obligations with
respect to such Notes, Exchange Notes, Refinancing Indebtedness and Note
Guarantees;




(13)  [Reserved];




(14)  Liens
existing on the Issue Date securing Indebtedness outstanding on the Issue Date
and set forth in Schedule I hereto;




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




(16)  Liens
securing Indebtedness and related obligations (including Hedging Obligations and
cash management obligations) permitted pursuant to Section 4.10(a) or clauses
(1), (4), (13) or (15) of Section 4.10(b) and Refinancing Indebtedness of such,
in each case, to the extent such Liens are subject to the Intercreditor
Agreement or another intercreditor agreement substantially consistent with and
no less favorable to the Holders in any material respect than the Intercreditor
Agreement and treated as “Revolving Facility Liens” (as defined in the
Intercreditor Agreement) under the applicable intercreditor
agreement;







-25-





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




(18)  Liens
securing Acquired Indebtedness permitted to be incurred under this Indenture;
provided that the Liens
do not extend to assets not subject to such Lien at the time of acquisition
(other than improvements thereon) and are no more favorable to the lienholders
than those securing such Acquired Indebtedness prior to the incurrence of such
Acquired Indebtedness by the Issuer or a Restricted Subsidiary;




(19)  Liens on
assets of a Person existing at the time such Person is acquired or merged with
or into or consolidated with the Issuer or any such Restricted Subsidiary (and
not created in anticipation or contemplation thereof);




(20)  Liens to
secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in
the foregoing clauses (14), (17), (18) and (19); provided that in the case of
Liens securing Refinancing Indebtedness of Indebtedness secured by Liens
referred to in the foregoing clauses (14), (17), (18) and (19), such Liens do
not extend to any additional assets (other than improvements thereon and
replacements thereof);




(21)  (A) Liens
securing Indebtedness of any Restricted Subsidiary that is not a Subsidiary
Guarantor permitted to be incurred under the Indenture; provided that such Lien
extends only to the assets of (and Equity Interests held by) such Restricted
Subsidiary; and (B) Liens to secure Indebtedness of any Foreign Subsidiary
permitted by Section 4.10(b)(13) covering only the assets of such Foreign
Subsidiary;




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




(23)  Liens
with respect to obligations that do not in the aggregate exceed $10.0 million at
any one time outstanding;




(24)  Liens
securing any Other Pari Passu Lien Obligations incurred pursuant to Section
4.10(b)(15); provided
that such Liens described in clause (12) hereof are equal and ratable with (or
senior to) any Lien pursuant to this clause (24);




(25)  Liens
securing any Other Pari Passu Lien Obligations not incurred pursuant to Section
4.10(b)(1), which Liens are not permitted pursuant to clause (24) hereof; provided, however, that, at the time of
incurrence of such Other Pari Passu Lien Obligations and after giving pro forma
effect thereto, the Consolidated Secured Debt Ratio would be no greater than (x)
prior to the First Call Date, 3.75 to 1.0 and (y) from and after the First Call
Date, 3.50 to 1.0; provided, further, that such Liens
described in clause (12) hereof are equal and ratable with (or senior to) any
Lien pursuant to this clause (25);







-26-





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




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




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




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




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




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




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




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




“Private Exchange” has the
meaning given to it in the Registration Rights Agreement.




“Private Exchange Notes” has
the meaning given to it in the Registration Rights Agreement.







-27-





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




“Pro Forma Cost Savings” means,
with respect to any period, the reductions in costs that occurred during the
Four-Quarter Period that are (1) directly attributable to an asset acquisition
and calculated on a basis that is consistent with Article 11 of Regulation S-X
under the Securities Act or (2) implemented, committed to be implemented or the
commencement of implementation of which has begun in good faith by the business
that was the subject of any such asset acquisition within six months of the date
of the asset acquisition and that are supportable and quantifiable by the
underlying records of such business, as if, in the case of each of clauses (1)
and (2), all such reductions in costs had been effected as of the beginning of
such period, decreased by any incremental expenses incurred or to be incurred
during the Four-Quarter Period in order to achieve such reduction in
costs.




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




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




“Qualified Equity Offering”
means the issuance and sale of Qualified Equity Interests by the Issuer or
Equity Interests by Parent or Holdings; provided,however, that in the case of
an issuance or sale of Equity Interests of Parent or Holdings, cash proceeds
therefrom equal to not less than 100% of the aggregate principal amount of any
Notes to be redeemed are received by the Issuer as a capital contribution or
consideration for the issuance and sale of Qualified Equity Interests
immediately prior to such redemption.




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




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







-28-





“redeem” means to redeem,
repurchase, purchase, defease, retire, discharge or otherwise acquire or retire
for value; and “redemption” shall have a
correlative meaning; provided that this definition shall not apply for purposes
of Section 5 or Section 6 of the Notes or Article Three.




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




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




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




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




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




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




(3)  if the
Refinanced Indebtedness was subordinated in right of payment to the Notes or the
Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its
terms, is subordinate in right of payment to the Notes or the Note Guarantees,
as the case may be, at least to the same extent as the Refinanced Indebtedness,
and if the Refinanced Indebtedness was pari passu with the Notes or
the Note Guarantees, as the case may be, then the Refinancing Indebtedness ranks
pari passu with, or is
subordinated in right of payment to, the Notes or the Note Guarantees, as the
case may be; provided
that if at the time of the incurrence and after giving pro forma effect thereto
the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0, then
such Refinancing Indebtedness need not comply with this clause (3);




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







-29-





Refinancing
Indebtedness shall have a final stated maturity after the maturity date of the
Notes and (y) if the Refinancing Indebtedness is with respect to Refinanced
Indebtedness that was Subordinated Indebtedness, then such Refinancing
Indebtedness shall have a maturity date no earlier than the maturity date of the
Notes; and




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




“Registration Rights Agreement”
means (i) the Registration Rights Agreement dated as of the Issue Date among the
Issuer, the Guarantors and the Initial Purchasers and (ii) any other
registration rights agreement entered into in connection with an issuance of
Additional Notes in a private offering after the Issue Date.




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




“Related Party” means, with
respect to any Person, (1) any controlling stockholder, controlling member,
general partner, Subsidiary, or spouse or immediate family member (in the case
of an individual), of such Person, (2) any estate, trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners or owners
of which consist solely of one or more Permitted Holders and/or such other
Persons referred to in the immediately preceding clause (1), or (3) any
executor, administrator, trustee, manager, director or other similar fiduciary
of any Person referred to in the immediately preceding clause (2), acting solely
in such capacity.




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




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







-30-





“Restricted Payment” means any
of the following:




(1)  the
declaration or payment of any dividend or any other distribution on Equity
Interests of the Issuer or any Restricted Subsidiary or any payment made to the
direct or indirect holders (in their capacities as such) of Equity Interests of
the Issuer or any Restricted Subsidiary, including, without limitation, any
payment in connection with any merger or consolidation involving the Issuer but
excluding (a) dividends or distributions payable solely in Qualified Equity
Interests or through accretion or accumulation of such dividends on such Equity
Interests and (b) in the case of Restricted Subsidiaries, dividends or
distributions payable to the Issuer or to a Restricted Subsidiary and pro rata dividends or
distributions payable to minority stockholders of any Restricted
Subsidiary;




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




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




(4)  any
redemption, repurchase, retirement or other acquisition for consideration of
principal or sinking fund payment, as the case may be, in respect of
Subordinated Indebtedness.




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




“Restricted Subsidiary” means
any Subsidiary of the Issuer other than an Unrestricted Subsidiary.




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




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




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




“SEC” means the U.S. Securities
and Exchange Commission.







-31-





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




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




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




“Significant Subsidiary” means
(1) any Restricted Subsidiary that would be a “significant subsidiary” as
defined in Regulation S-X promulgated pursuant to the Securities Act as such
Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary
that, when aggregated with all other Restricted Subsidiaries that are not
otherwise Significant Subsidiaries and as to which any event described in clause
(7) or (8) under Section 6.01 has occurred and is continuing, or which are being
released from their Note Guarantees (in the case of clause (9) of Section
9.02(b), would constitute a Significant Subsidiary under clause (1) of this
definition.




“Special Property”
means:




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




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




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




(d)
Equipment owned by any Grantor on the date hereof or hereafter acquired that is
subject to a Lien securing a Purchase Money Obligation or Capital Lease
Obligation permitted to be incurred or outstanding pursuant to the provisions of
the Indenture if the contract or other agreement in which such Lien is granted
(or the documentation providing for such Purchase Money Obligation or Capital
Lease Obligation) validly prohibits the creation of any other Lien on such
Equipment or requires consent of another party (which requirement is legally
enforceable) to create such other Lien, which consent can not be obtained;
and




(e) any
property owned on the date hereof or acquired after the date hereof by any
Grantor that is subject to a Lien permitted by either clause (14), (18) or (19)
of the definition of Permitted Liens if the contract or agreement pursuant to
which such Lien is granted validly prohibits the creation of any other Lien on
such property or requires the







-32-





consent
of another party to create such Lien, if the requirement to obtain such consent
is legally enforceable and such consent has not been obtained.




provided, however, that to the extent
such property constitutes Special Property due to a prohibition on the creation
of any other Lien in the relevant permit, lease, license, contract or other
agreement or by Requirement of Law applicable thereto, then in each case
described in clauses (a), (b), (c), (d) or (e) of this definition, such property
shall constitute “Special Property” only to the extent and for so long as such
permit, lease, license, contract or other agreement or Requirement of Law
applicable thereto validly prohibits the creation of a Lien on such property in
favor of the Noteholder Collateral Agent and, upon the termination of such
prohibition (howsoever occurring), such property shall cease to constitute
“Special Property.” In addition, to the extent such property constitutes
“Special Property” due to failure of Grantor to obtain consent as described in
clauses (c), (d) and (e), such Grantor shall use its commercially reasonable
efforts to obtain such consent, and, upon obtaining such consent, such property
shall cease to constitute “Special Property.”




“Sponsor” means CI Capital
Partners, LLC.




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




“Stockholders’ Agreement” means
the Amended and Restated Stockholders’ Agreement, dated as of February 24,
2007, by and among Ply Gem Prime Holdings, Inc., Ply Gem Investment Holdings,
Inc., Caxton-Iseman (Ply Gem), L.P., Caxton-Iseman (Ply Gem) II, L.P. and
certain members of the Issuer’s management and other parties
thereto.




“Subordinated Indebtedness”
means Indebtedness of the Issuer or any Restricted Subsidiary that is expressly
subordinated in right of payment to the Notes or the Note Guarantees,
respectively.




“Subsidiary” means, with
respect to any Person:




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




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







-33-





Unless
otherwise specified, “Subsidiary” refers to a Subsidiary of the
Issuer.




“Subsidiary Guarantor” means
any Guarantor other than Parent.




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




“Transactions” means,
collectively, (a) the execution, delivery and performance by the Issuer and the
Guarantors of the Indenture, Collateral Agreement, Intercreditor Agreement and
other related documents to which they are a party and the issuance of the Notes
thereunder, (b) the execution, delivery and performance by Parent, the Issuer
and the Subsidiaries party thereto of the Credit Agreement, Intercreditor
Agreement and related security documents on the Issue Date and borrowing
thereunder, (c) the repayment in full of all obligations, and cancellation of
all commitments, with respect to the Existing Credit Agreement and the release
of all guarantees (if any) thereof and security (if any) therefor and (d) the
payment of related fees and expenses.




“Treasury Rate” means, with
respect to a Redemption Date, the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that
has become publicly available at least two Business Days prior to such
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the
period from such Redemption Date to the First Call Date; provided, however, that if the period
from such Redemption Date to the First Call Date is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the period from such Redemption Date to the First Call Date is less than
one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be
used.




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




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




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




“Unrestricted Subsidiary” means
(1) any Subsidiary that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance
with Section 4.19 and (2) any Subsidiary of an Unrestricted
Subsidiary.







-34-





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




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




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




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




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







-35-










SECTION
      1.02.
            Other
      Definitions.




Term
            Defined in Section“Additional
      Notes”
            2.02“Affiliate
      Transaction”
            4.14“Authentication
      Order”
            2.02“Change
      of Control Offer”
            4.09“Change
      of Control Payment Date”
            4.09“Change
      of Control Purchase Price”
            4.09“Covenant
      Defeasance”
            8.02“Coverage
      Ratio Exception”
            4.10“Designation”
            4.19“Designation
      Amount”
            4.19“Event
      of Default”
            6.01“Excess
      Proceeds”
            4.13“Four-Quarter
      Period”
            1.01“Global
      Note”
            2.01“Guarantee
      Obligations”
            11.01“IAI
      Global Note”
            2.01“Legal
      Defeasance”
            8.02“Net
      Proceeds Deficiency”
            4.13“Net
      Proceeds Offer”
            4.13“Net
      Proceeds Payment Date”
            4.13“Offered
      Price”
            4.13“Pari
      Passu Indebtedness Price”
            4.13“Parent
      Successor”
            5.01“Participants”
            2.15“Paying
      Agent”
            2.03“Payment
      Amount”
            4.13“Permitted
      Indebtedness”
            4.10“Physical
      Notes”
            2.01“Redesignation”
            4.19“Registrar”
            2.03“Regulation
      S Global Note”
            2.01“Restricted
      Payments Basket”
            4.11“Successor”
            5.01“Transaction
      Date”
            1.01





SECTION
      1.03.
            Incorporation by
      Reference of Trust Indenture
Act.




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







--
 -36-





“indenture securities”
means the Notes.




“indenture security
holder” means a Holder.




“indenture to be
qualified” means this Indenture.




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




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




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




SECTION
      1.04.
            Rules of
      Construction.




Unless
the context otherwise requires:




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




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




(3)  “or” is
not exclusive;




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




(5)  provisions
apply to successive events and transactions;




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




(7)  the words
“including,” “includes” and similar words shall be deemed to be followed by
“without limitation.”




ARTICLE
TWO









THE
NOTES




SECTION
      2.01.
            Form and
      Dating.




The Notes
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A
hereto.  The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage.  The Issuer shall
approve the form of the Notes and any notation, legend or endorsement on
them.  Each Note shall be dated the date of its issuance
and







-37-





show the
date of its authentication.  Each Note shall have an executed Note
Guarantee from each of the Guarantors existing on the Issue Date endorsed
thereon substantially in the form of Exhibit F.




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




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




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




The
initial offer and resale of the Notes shall not be to an Institutional
Accredited Investor.  The Notes resold to Institutional Accredited
Investors in connection with the first transfer made pursuant to
Section 2.16(a) shall be issued initially in the form of a single permanent
Global Note in registered form, substantially in the form set forth in Exhibit A (the
“IAI Global Note,” and,
together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”),
deposited with the Trustee, as custodian for the Depository, duly executed by
the Issuer (and having an executed Note Guarantee from each of the Guarantors
endorsed thereon) and authenticated by the Trustee as hereinafter provided and
shall bear the legend set forth in Exhibit B.







-38-





Notes
issued after the Issue Date shall be issued initially in the form of one or more
global Notes in registered form, substantially in the form set forth in Exhibit A,
deposited with the Trustee, as custodian for the Depository, duly executed by
the Issuer (and having an executed Note Guarantee from each of the Guarantors
endorsed thereon) and authenticated by the Trustee as hereinafter provided and
shall bear any legends required by applicable law (together with the Initial
Global Notes, the “Global
Notes”) or as Physical Notes.




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




SECTION
      2.02.
            Execution,
      Authentication and Denomination; AdditionalNotes; Exchange
      Notes




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




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




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




The
Trustee shall authenticate (i) on the Issue Date, Notes for original issue
in the aggregate principal amount not to exceed $700,000,000 (the “Initial Notes”),
(ii) additional Notes (the “Additional Notes”) having
identical terms and conditions to the Initial Notes, except for issue date,
issue price, first interest payment date and the amount of interest paid on the
first interest payment date after such issue date, in an unlimited amount (so
long as not otherwise prohibited by the terms of this Indenture, including,
without limitation, Section 4.10) and (iii) Exchange Notes or Private
Exchange Notes (x) in exchange for a like principal amount of Initial Notes
or (y) in exchange for a like principal amount of Additional Notes in each
case upon a written order of the Company in the form of a certificate of an
Officer of the Company (an “Authentication
Order”).  Each such Authentication Order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether the Notes are to be Initial Notes, Exchange Notes,
Private Exchange Notes or Additional Notes and whether the Notes are to be
issued as certificated Notes or Global Notes or such other information as the
Trustee may reasonably request.  In addition, with respect to
authentication pursuant to clause (ii) or (iii) of the first sentence of this
paragraph, the first such Authentication Order from the Company shall be
accompanied by an Opinion of Counsel of the Company in a form reasonably
satisfactory to the Trustee.







-39-




All Notes
issued under this Indenture shall be treated as a single class for all purposes
under this Indenture.  The Additional Notes and the Private Exchange
Notes shall bear any legend required by applicable law.




The
Trustee may appoint an authenticating agent reasonably acceptable to the Issuer
to authenticate Notes.  Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent.  An authenticating agent has
the same rights as an Agent to deal with the Issuer and Affiliates of the
Issuer.  The Trustee shall have the right to decline to authenticate
and deliver any Notes under this Indenture if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability.




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




SECTION
      2.03.
            Registrar and Paying
      Agent.




The
Issuer shall maintain or cause to be maintained an office or agency in the
Borough of Manhattan, The City of New York, where (a) Notes may be
presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes
may, subject to Section 2 of the Notes, be presented or surrendered for payment
(“Paying Agent”) and
(c) notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served.  The Issuer may also from time to time
designate one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain or cause to be maintained an office or agency in the
Borough of Manhattan, The City of New York, for such purposes.  The
Issuer may act as Registrar or Paying Agent, except that for the purposes of
Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as
Paying Agent.  The Registrar shall keep a register of the Notes and of
their transfer and exchange.  The Issuer, upon notice to the Trustee,
may have one or more co-registrars and one or more additional paying agents
reasonably acceptable to the Trustee.  The term “Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Issuer initially appoints the Trustee as Registrar and
Paying Agent until such time as the Trustee has resigned or a successor has been
appointed.




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







-40-





SECTION
      2.04.
            Paying Agent To Hold
      Assets in Trust.




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




SECTION
      2.05.
            Holder
      Lists.




The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of
Holders.  If the Trustee is not the Registrar, the Issuer shall
furnish to the Trustee at least two (2) Business Days prior to each Interest
Payment Date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Holders, which list may be conclusively relied upon
by the Trustee.




SECTION
      2.06.
            Transfer and
      Exchange.




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




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







-41-





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




SECTION
      2.07.
            Replacement
      Notes.




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




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




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




SECTION
      2.08.
            Outstanding
      Notes.




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




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




If the
principal amount of any Note is considered paid under Section 4.01, it
ceases to be outstanding and interest ceases to accrue.  If on a
Redemption Date or the Maturity Date the Trustee or Paying Agent (other than the
Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government
Obligations sufficient to pay all of the principal and interest due on the Notes
payable on that date, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.







-42-





SECTION
      2.09.
            Treasury
      Notes.




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




SECTION
      2.10.
            Temporary
      Notes.




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




SECTION
      2.11.
            Cancellation.




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




SECTION
      2.12.
            Defaulted
      Interest.




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







-43-





SECTION
      2.13.
            CUSIP and ISIN
      Numbers.




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




SECTION
      2.14.
            Deposit of
      Moneys.




Subject
to Section 2 of the Notes, prior to 10:00 a.m. New York City time on each
Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment
Date and Net Proceeds Payment Date, the Issuer shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date, Maturity Date, Redemption
Date, Change of Control Payment Date and Net Proceeds Payment Date, as the case
may be, in a timely manner which permits the Paying Agent to remit payment to
the Holders on such Interest Payment Date, Maturity Date, Redemption Date,
Change of Control Payment Date and Net Proceeds Payment Date, as the case may
be.




SECTION
      2.15.
            Book-Entry Provisions
      for Global Notes.




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




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




(b)  Transfers
of Global Notes shall be limited to transfers in whole, but not in part, to the
Depository, its successors or their respective nominees.  Interests of
beneficial owners in the Global Notes may be transferred or exchanged for
Physical Notes in accordance with the rules and procedures of the Depository and
the provisions of Section 2.16.  In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in Global Notes if (i) the Depository notifies the Issuer that it is
unwilling or unable to act as Depository for any Global Note, the Issuer so
notifies the Trustee in writing and a successor Depository is not appointed by
the Issuer within 90 days of such notice or (ii) the







-44-





Issuer,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of the Notes in the form of Physical Notes under this
Indenture.  Upon any issuance of a Physical Note in accordance with
this Section 2.15(b) the Trustee is required to register such Physical Note in
the name of, and cause the same to be delivered to, such person or persons (or
the nominee of any thereof).  All such Physical Notes shall bear the
applicable legends, if any.




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




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




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




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




SECTION
      2.16.
            Special Transfer and
      Exchange Provisions.




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




(i)  the
Registrar shall register the transfer of any Restricted Security, whether or not
such Note bears the Private Placement Legend, if (x) the requested transfer is
after the expiration of the applicable holding period with respect thereto set
forth in Rule 144(d) of the Securities Act; provided, however, that neither the
Issuer nor any Affiliate of the Issuer has held any beneficial interest in such
Note, or portion thereof, at any time on or prior to the expiration of the
applicable holding period with respect thereto set forth in Rule 144(d) of the
Securities Act or (y) the proposed transferee has delivered to
the







-45-





Registrar
a certificate substantially in the form of Exhibit C hereto and
any legal opinions and certifications as may be reasonably requested by the
Trustee and the Issuer;




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




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




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




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







-46-





relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A;




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




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




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




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




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




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




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







-47-





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




(e)  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 one or more Global Notes and/or Physical Notes not bearing
the Private Placement Legend in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Initial Global Notes or
Physical Notes, as the case may be, tendered for acceptance in accordance with
the Exchange Offer and accepted for exchange in the Exchange Offer.




(f)  Restrictions on Transfer and
Exchange of Global Notes.  Notwithstanding any other provisions
of this Indenture, a Global Note may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository.




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




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







-48-





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




The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depository Participants or beneficial
owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.




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




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




ARTICLE
THREE









REDEMPTION




SECTION
      3.01.
            Notices to
      Trustee.




If the
Issuer elects to redeem Notes pursuant to Section 5 or Section 6 of the Notes,
it shall notify the Trustee in writing of the Redemption Date, the Redemption
Price and the principal amount of Notes to be redeemed.  The Issuer
shall give notice of redemption to the Trustee at least 31 days but not more
than 60 days before the Redemption Date (unless a shorter notice shall be agreed
to by the Trustee), together with such documentation and records as shall enable
the Trustee to select the Notes to be redeemed.







-49-





SECTION
      3.02.
            Selection of Notes To
      Be Redeemed.




If less
than all of the Notes are to be redeemed at any time pursuant to Sections 5
and 6 of the Notes, the Trustee will select Notes for redemption as
follows:




(x)
            if
      the Notes are listed on a national securities exchange, in compliance with
      the requirements of the principal national securities exchange on which
      the Notes are listed; or




(y)
            if
      the Notes are not so listed, on a pro rata basis, by lot
      or by such method as the Trustee shall deem fair and
      appropriate;




provided that, in the case of
such redemption pursuant to Section 6(a) or 6(d) of the Notes, the Trustee will
select the Notes on a pro
rata basis or on as nearly a pro ratabasis as practicable
(subject to the procedures of the Depository) unless that method is otherwise
prohibited.




No Notes
of $1,000 or less shall be redeemed in part.




SECTION
      3.03.
            Notice of
      Redemption.




At least
30 days but not more than 60 days before a Redemption Date, the Issuer shall
mail a notice of redemption by first class mail, postage prepaid, to each Holder
whose Notes are to be redeemed at its registered address (except that a notice
issued in connection with a redemption referred to in Section 8.01 may be more
than 60 days before such Redemption Date).  At the Issuer’s request,
the Trustee shall forward the notice of redemption in the Issuer’s name and at
the Issuer’s expense.  Each notice for redemption shall identify the
Notes (including the CUSIP or ISIN number) to be redeemed and shall
state:




(1)  the
Redemption Date;




(2)  the
Redemption Price and the amount of accrued interest, if any, to be
paid;




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




(4)  that
Notes called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price plus accrued interest, if any;




(5)  that,
unless the Issuer defaults in making the redemption payment, interest on Notes
called for redemption ceases to accrue on and after the Redemption Date, and the
only remaining right of the Holders of such Notes is to receive payment of the
Redemption Price upon surrender to the Paying Agent of the Notes
redeemed;




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







-50-





(7)  if fewer
than all the Notes are to be redeemed, the identification of the particular
Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to be
outstanding after such partial redemption; and




(8)  the
Section of the Notes or this Indenture, as applicable, pursuant to which the
Notes are to be redeemed.




The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice.  In
any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Note.  Except with respect to redemption pursuant to Section 6(b) of
the Notes, notices of redemption may not be conditional.




SECTION
      3.04.
            Effect of Notice of
      Redemption.




Once
notice of redemption is mailed in accordance with Section 3.03, Notes
called for redemption become due and payable on the Redemption Date and at the
Redemption Price plus accrued interest, if any.  Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
Redemption Price (which shall include accrued interest thereon to, but not
including, the Redemption Date), but installments of interest, the maturity of
which is on or prior to the Redemption Date, shall be payable to Holders of
record at the close of business on the relevant Record Dates.  On and
after the Redemption Date interest shall cease to accrue on Notes or portions
thereof called for redemption unless the Issuer shall have not complied with its
obligations pursuant to Section 3.05.




SECTION
      3.05.
            Deposit of Redemption
      Price.




On or
before 10:00 a.m. New York time on the Redemption Date, the Issuer shall deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption Price
plus accrued and unpaid interest, if any, of all Notes to be redeemed on that
date.




If the
Issuer complies with the preceding paragraph, then, unless the Issuer defaults
in the payment of such Redemption Price plus accrued interest, if any, interest
on the Notes to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Notes are presented for
payment.




SECTION
      3.06.
            Notes Redeemed in
      Part.




If any
Note is to be redeemed in part only, the notice of redemption that relates to
such Note shall state the portion of the principal amount thereof to be
redeemed.  A new Note or Notes in principal amount equal to the
unredeemed portion of the original Note or Notes shall be issued in the name of
the Holder thereof upon surrender and cancellation of the original Note or
Notes.







-51-





ARTICLE
FOUR









COVENANTS




SECTION
      4.01.
            Payment of
      Notes.




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




The
Issuer shall pay interest on overdue principal (including, without limitation,
post petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the same rate per annum borne by the
Notes.




SECTION
      4.02.
            Maintenance of Office
      or Agency.




The
Issuer shall maintain in the Borough of Manhattan, The City of New York, the
office or agency required under Section 2.03 (which may be an office of the
Trustee or an affiliate of the Trustee or Registrar).  The Issuer
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.  If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.02.




The
Issuer may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations.  The
Issuer will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.




The
Issuer hereby initially designates U.S. Bank, National Association, located at
100 Wall Street, Suite 1600, New York, New York 10005, Lobby Level,
Attn:  Corporate Trust, as such office of the Issuer in accordance
with Section 2.03.




SECTION
      4.03.
            Corporate
      Existence.




Except as
otherwise permitted by Article Five, the Issuer shall do or cause to be done all
things reasonably necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each of
its Restricted Subsidiaries in accordance with the respective organizational
documents of each such Restricted Subsidiary and the material rights (charter
and statutory) and material franchises of the Issuer and each of its Restricted
Subsidiaries; provided,
however, that the
Issuer shall not be required to preserve any







-52-





such
right, franchise or corporate existence with respect to itself or any Restricted
Subsidiary, if the loss thereof would not, individually or in the aggregate,
have a material adverse effect on the Issuer and the Guarantors, taken as a
whole.




SECTION
      4.04.
            Payment of
      Taxes.




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




SECTION
      4.05.
            Maintenance of
      Properties.




The
Issuer shall cause all material properties owned by or leased by it or any of
its Restricted Subsidiaries used or useful to the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in
normal condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all repairs, renewals, replacements, and
betterments thereof, all as in its judgment may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this
Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from
discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is desirable in the
conduct of the business of the Issuer or any such Restricted Subsidiary, and if
such discontinuance or disposal would not, individually or in the aggregate,
have a material adverse effect on the ability of the Issuer or the Guarantors to
perform each of their respective obligations hereunder; provided, further, that nothing in this
Section 4.05 shall prevent the Issuer or any of its Restricted Subsidiaries from
discontinuing or disposing of any properties to the extent otherwise permitted
by this Indenture.




SECTION
      4.06.
            Compliance
      Certificate; Notice of
Default.




(a)  The
Issuer shall deliver to the Trustee, within 120 days after the close of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Issuer and its Subsidiaries has been made under the supervision of the
signing Officers with a view to determining whether the Issuer and the
Guarantors have kept, observed, performed and fulfilled their obligations under
this Indenture and further stating, as to each such Officer signing such
certificate, that to the best of such Officer’s knowledge, the Issuer and the
Guarantors during







-53-





such
preceding fiscal year has kept, observed, performed and fulfilled each and every
such covenant and no Default occurred during such year and at the date of such
certificate there is no Default that has occurred and is continuing or, if such
signers do know of such Default, the certificate shall specify such Default and
what action, if any, the Issuer is taking or proposes to take with respect
thereto.  The Officers’ Certificate shall also notify the Trustee
should the Issuer elect to change the manner in which it fixes the fiscal year
end.




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




SECTION
      4.07.
            Intentionally
      Omitted.




SECTION
      4.08.
            Waiver of Stay,
      Extension or Usury Laws.




The
Issuer and each Guarantor covenants (to the extent permitted by applicable law)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive such Issuer or such
Guarantor from paying all or any portion of the principal of and/or interest on
the Notes or the Note Guarantee of any such Guarantor as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture, and (to the extent permitted by
applicable law) each hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been
enacted.




SECTION
      4.09.
            Change of
      Control.




Upon the
occurrence of any Change of Control, each Holder of Notes will have the right to
require that the Issuer purchase that Holder’s Notes pursuant to a Change of
Control Offer (the “Change of
Control Offer”).  In the Change of Control Offer, the Issuer
will offer to pay an amount in cash (the “Change of Control Purchase
Price”) equal to 101% of the principal amount of Notes to be purchased,
plus accrued and unpaid interest thereon, if any, to the date of
purchase.  Within 30 days following any Change of Control, the Issuer
will mail, or cause to be mailed, a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to purchase Notes on the date (the “Change of Control Payment
Date”) specified in such notice, which date shall be a Business Day no
earlier than 30 days and no later than 60 days from the date such notice is
mailed, pursuant to the procedures described below.  Such notice shall
state:




(1)  that the
Change of Control Offer is being made pursuant to this Section 4.09 and that all
Notes tendered and not withdrawn will be accepted for payment;







-54-





(2)  the
purchase price (including the amount of accrued interest) and the Change of
Control Payment Date;




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




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




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




(6)  that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the second Business Day prior to the Change of Control
Payment Date, a telegram, 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 Note purchased; and




(7)  that
Holders whose Notes are purchased only in part will be issued new Notes in a
principal amount equal to the unpurchased portion of the Notes surrendered
(equal to $1,000 or an integral multiple thereof).




On or
before the Change of Control Payment Date, the Issuer will, to the extent
lawful:




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




(ii)  deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the Change of Control
Purchase Price in respect of all Notes or portions thereof so 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 thereof being purchased by the Issuer.




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







-55-





The
Issuer will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.




The
Issuer will not be required to make a Change of Control Offer upon a Change of
Control 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
Indenture applicable to a Change of Control Offer made by the Issuer and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.




The
Issuer shall cause the Change of Control Offer to remain open for at least 20
Business Days or for such longer period as may be required by
law.  The Issuer will comply, and will cause any third party making a
Change of Control Offer to comply, with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with a Change of
Control Offer.  To the extent the provisions of any applicable
securities laws or regulations conflict with the provisions of this Section
4.09, the Issuer will not be deemed to have breached their obligations under
this Section 4.09 by virtue of complying with such laws or
regulations.




SECTION
      4.10.
            Limitations on
      Additional Indebtedness.




(a)  The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness; provided that the Issuer or
any Guarantor may incur additional Indebtedness, and any Restricted Subsidiary
may incur Acquired Indebtedness, in each case, if, after giving effect thereto,
the Consolidated Interest Coverage Ratio would be at least 2.00 to
1.00  (the “Coverage
Ratio Exception”).




(b)  Notwithstanding
Section 4.10(a), each of the following shall be permitted (the “Permitted
Indebtedness”):




(1)  Indebtedness
of the Issuer or any Guarantor under the Credit Facilities in an aggregate
amount at any time outstanding not to exceed the greater of (a) $150.0 million
less, to the extent a
permanent repayment and/or commitment reduction is required thereunder as a
result of such application, the aggregate amount of Net Available Proceeds
applied to repayments under the Credit Facilities in accordance with Section
4.13 and (b) the Borrowing Base as of the date of such
incurrence;




(2)  the Notes
issued on the Issue Date and the Note Guarantees and the Exchange Notes and the
Note Guarantees in respect thereof to be issued pursuant to the Registration
Rights Agreement;




(3)  Indebtedness
of the Issuer and the Restricted Subsidiaries to the extent outstanding on the
Issue Date (other than Indebtedness referred to in clauses (1) and
(2) above, and after giving effect to the intended use of proceeds of the
Notes);




(4)  Indebtedness
under Hedging Obligations of the Issuer or any Restricted Subsidiary not for the
purpose of speculation; provided that if such Hedging
Obligations







-56-





are of
the type that relate to Indebtedness described in clause (1) of the definition
of Indebtedness, (a) such Hedging Obligations relate to payment obligations
on Indebtedness otherwise permitted to be incurred by this Section 4.10, and
(b) the notional principal amount of such Hedging Obligations at the time
incurred does not exceed the principal amount of the Indebtedness to which such
Hedging Obligations relate;




(5)  Indebtedness
of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary owed to the Issuer or any other Restricted Subsidiary; provided, however, (a) that upon
any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such
Indebtedness being owed to any Person other than the Issuer or a Restricted
Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be
deemed to have incurred Indebtedness not permitted by this clause (5); (b) any
such Indebtedness made by a Note Party shall be evidenced by a promissory note
pledged to the Noteholder Collateral Agent for the ratable benefit of the
Noteholder Secured Parties pursuant to the Collateral Agreement; and (c) any
such Indebtedness made by Note Parties to Subsidiaries that are not Subsidiary
Guarantors is either a Permitted Investment or permitted by Section
4.11;




(6)  Indebtedness
in respect of bid, performance, surety bonds and workers’ compensation claims,
self-insurance obligations and bankers acceptances issued for the account of the
Issuer or any Restricted Subsidiary in the ordinary course of business,
including guarantees or obligations of the Issuer or any Restricted Subsidiary
with respect to letters of credit supporting such bid, performance, surety bonds
and workers’ compensation claims, self-insurance obligations and bankers
acceptances;




(7)  Purchase
Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and
Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any
time outstanding $25.0 million;




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




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




(10)  Refinancing
Indebtedness with respect to Indebtedness incurred pursuant to the Coverage
Ratio Exception, clause (2), (3), (11)(B) or (13)(B) of this Section
4.10(b) or this clause (10);




(11)  (A)  Acquired
Indebtedness of the Issuer or any Restricted Subsidiary, and Refinancing
Indebtedness thereof, in an aggregate amount not to exceed $20.0 million at any
time outstanding and (B) Acquired Indebtedness of the Issuer or any
Restricted







-57-





Subsidiary
assumed or acquired in connection with a transaction governed by, and effected
in accordance with, Section 5.01(a);




(12)  Indemnification,
adjustment of purchase price, earn-out or similar obligations, in each case,
incurred or assumed in connection with the acquisition or disposition of any
business or assets of the Issuer or any Restricted Subsidiary or Equity
Interests of a Restricted Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or
Capital Stock for the purpose of financing any such acquisition; provided that the maximum
aggregate liability in respect of all such obligations outstanding under this
clause (12) shall at no time exceed (a) in the case of an acquisition,
$10.0 million (provided
that the amount of such liability shall be deemed to be the amount thereof, if
any, reflected on the balance sheet of the Issuer or any Restricted Subsidiary
(e.g., the amount of
such liability shall be deemed to be zero if no amount is reflected on such
balance sheet)) and (b) in the case of a disposition, the gross proceeds
actually received by the Issuer and the Restricted Subsidiaries in connection
with such disposition;




(13)  Indebtedness
of Foreign Subsidiaries in an aggregate amount not to exceed $30.0 million at
any time outstanding; provided that Indebtedness
under this clause (13) may be incurred under any Credit Facility;




(14)  Indebtedness
of the Issuer or any Restricted Subsidiary incurred in the ordinary course of
business under guarantees of Indebtedness of suppliers, licensees, franchisees
or customers in an aggregate amount, together with the aggregate amount of
Investments under clause (13) of the definition of “Permitted Investments,” not
to exceed $5.0 million at any time outstanding; and




(15)  Indebtedness
of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed
$25.0 million at any time outstanding.




(c)  For
purposes of determining compliance with this Section 4.10, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (15) above or is
entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer
shall classify and may reclassify, in its sole discretion, such item of
Indebtedness and may divide, classify and reclassify such Indebtedness in more
than one of the types of Indebtedness described, except that Indebtedness
incurred under the Credit Agreement on the Issue Date by the Issuer or any
Guarantor shall be deemed to have been incurred under clause (1)
above.  In addition, for purposes of determining any particular amount
of Indebtedness under this covenant, guarantees, Liens or letter of credit
obligations supporting Indebtedness otherwise included in the determination of
such particular amount shall not be included so long as incurred by a Person
that could have incurred such Indebtedness.




SECTION
      4.11.
            Limitations on
      Restricted Payments.




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







-58-





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




(2)  the
Issuer cannot incur $1.00 of additional Indebtedness pursuant to the Coverage
Ratio Exception; or




(3)  the
amount of such Restricted Payment, when added to the aggregate amount of all
other Restricted Payments made after the Issue Date (other than Restricted
Payments made pursuant to clause (2), (3), (4), (5), (6), (8) or (9) of Section
4.11(b)), exceeds the sum (the “Restricted Payments Basket”)
of (without duplication):




(a)  50% of
Consolidated Net Income for the period (taken as one accounting period)
commencing on January 1, 2004 to and including the last day of the fiscal
quarter ended immediately prior to the date of such calculation for which
consolidated financial statements are available (or, if such Consolidated Net
Income shall be a deficit, minus 100% of such aggregate deficit); provided that the excess (to
the extent positive) of (x) 50% of Consolidated Net Income for the period (taken
as one accounting period) from January 1, 2004 to March 29, 2008 over (y) $5.0
million, shall be deducted from any amount otherwise calculated pursuant to this
clause (a), plus




(b)  100% of
the aggregate net cash proceeds received by the Issuer and 100% of the Fair
Market Value at the time of receipt of assets other than cash, if any, received
by the Issuer, either (x) as contributions to the common equity of the
Issuer after the Issue Date or (y) from the issuance and sale of Qualified
Equity Interests after the Issue Date, other than (A) any such proceeds which
are used to redeem Notes in accordance with Section 6(a) of the Notes or (B) any
such proceeds or assets received from a Subsidiary of the Issuer, plus




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




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







-59-





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




(b)  The
foregoing provisions will not prohibit:




(1)  the
payment by the Issuer or any Restricted Subsidiary of any dividend within 60
days after the date of declaration thereof, if on the date of declaration the
payment would have complied with the provisions of this Indenture;




(2)  the
redemption of any Equity Interests of the Issuer or any Restricted Subsidiary in
exchange for, or out of the proceeds of the substantially concurrent issuance
and sale of, Qualified Equity Interests;




(3)  the
redemption of Subordinated Indebtedness of the Issuer or any Restricted
Subsidiary (a) in exchange for, or out of the proceeds of the substantially
concurrent issuance and sale of, Qualified Equity Interests, (b) in exchange
for, or out of the proceeds of the substantially concurrent incurrence of,
Refinancing Indebtedness permitted to be incurred under Section 4.10 and the
other terms of this Indenture or (c) upon a Change of Control or in connection
with an Asset Sale to the extent required by the agreement governing such
Subordinated Indebtedness but only if the Issuer shall have complied with
Section 4.09 and Section 4.13 and purchased all Notes validly tendered pursuant
to the relevant offer prior to redeeming such Subordinated
Indebtedness;




(4)  payments
by the Issuer or to Parent to permit Parent or Holdings, and which are used by
Parent or Holdings, to redeem Equity Interests of the Issuer, Parent or Holdings
held by officers, directors or employees or former officers, directors or
employees (or their transferees, estates or beneficiaries under their estates),
upon their death, disability, retirement, severance or termination of employment
or service; provided
that the aggregate cash consideration paid for all such redemptions shall not
exceed the sum of (A) $5.0 million during any calendar year (with unused
amounts being available to be used in the following calendar year, but not in
any succeeding calendar year) plus (B) the amount of any net cash proceeds
received by or contributed to the Issuer from the issuance and sale after the
Issue Date of Qualified Equity Interests of Holdings, Parent or the Issuer to
its officers, directors or employees that have not been applied to the payment
of Restricted Payments pursuant to this clause (4), plus (C) the net cash
proceeds of any “key-man” life insurance policies that have not been applied to
the payment of Restricted Payments pursuant to this clause (4);




(5)  payments
to Parent permitted pursuant to clauses (3) and (4) of Section
4.14(b);







-60-





(6)  repurchases
of Equity Interests deemed to occur upon the exercise of stock options if the
Equity Interests represent a portion of the exercise price thereof;




(7)  [Reserved];




(8)  distributions
to Parent in order to enable Parent or Holdings to pay customary and reasonable
costs and expenses of an offering of securities of Parent or Holdings that is
not consummated; or




(9)  additional
Restricted Payments of $20.0 million; provided that Restricted
Payments pursuant to this clause (9) shall not be used to redeem, repurchase,
retire or otherwise acquire for consideration any Subordinated
Indebtedness;




provided that (a) in the case
of any Restricted Payment pursuant to clause (3)(c) above, no Default shall have
occurred and be continuing or occur as a consequence thereof and (b) no issuance
and sale of Qualified Equity Interests pursuant to clause (2), (3) or (4)(B)
above shall increase the Restricted Payments Basket.




Notwithstanding
the foregoing provisions of this Section 4.11, neither the Issuer nor its
Restricted Subsidiaries may make a Restricted Payment to, or make any Investment
in the holder of any Equity Interests in, Parent, Holdings or any other ParentCo
of the Issuer, in each case by means of utilization of the cumulative Restricted
Payment credit provided by Section 4.11(a) or the exceptions provided by clauses
(1), (2), (3) or (9) of Section 4.11(b).




SECTION
      4.12.
            Limitations on
      Liens.




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




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




(2)  in the
case of any Lien securing an obligation that is subordinated in right of payment
to the Notes or a Note Guarantee, effective provision is made to secure the
Notes or such Note Guarantee, as the case may be, with a Lien on the same
collateral that is prior to the Lien securing such subordinated
obligation,




in each
case, for so long as such obligation is secured by such Lien.







-61-





SECTION
      4.13.
            Limitations on Asset
      Sales.




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




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




(2)  either
(x) at least 75% of the total consideration received in such Asset Sale consists
of cash or Cash Equivalents or (y) the cash or Cash Equivalents portion (without
giving effect to Section 4.13(b)(3)) of the total consideration received in such
Asset Sale shall be no less than an amount equal to the product of (A) 5.25 and
(B) the portion of Consolidated Cash Flow for the Four-Quarter Period directly
attributable to the assets included in such Asset Sale; and




(3)  with
respect to any Asset Sale of any Notes Collateral, the Net Available Proceeds
from such Asset Sale are paid directly by the purchaser thereof to an Asset Sale
Proceeds Account over which the Noteholder Collateral Agent has a fully
perfected first-priority lien pursuant to arrangements reasonably satisfactory
to the Noteholder Collateral Agent for application in accordance with this
Section 4.13.




(b)  For
purposes of clause (2) of Section 4.13(a), the following shall be deemed to be
cash:




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




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




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




(c)  If at any
time any non-cash consideration received by the Issuer or any Restricted
Subsidiary, as the case may be, pursuant to Section 4.13(b)(2) above in
connection with any Asset Sale is repaid or converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such repayment, conversion or
disposition shall be deemed to constitute the date of an Asset Sale







-62-





hereunder
and the Net Available Proceeds thereof shall be applied in accordance with this
Section 4.13.




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




(1)  if such
Net Available Proceeds are proceeds of ABL Collateral, to permanently repay
Lenders Debt and, if the obligation repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto;




(2)  if such
Net Available Proceeds are proceeds of any Asset Sale (other than an Asset Sale
of Collateral), to permanently reduce any Indebtedness constituting Indebtedness
of a Foreign Subsidiary (and, in the case of revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto) or any Pari Passu
Indebtedness; provided,
however, that if any
Pari Passu Indebtedness is so reduced, the Issuer will equally and ratably
reduce Indebtedness under the Notes by making an offer to all holders of Notes
to purchase at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, the pro rata principal amount of the
Notes; or




(3)  (A)
invest in the purchase of assets (other than securities) to be used by the
Issuer or any Restricted Subsidiary in the Permitted Business, (B) acquire
Equity Interests in a Person that is a Restricted Subsidiary or in a Person
engaged in a Permitted Business that shall become a Restricted Subsidiary
immediately upon the consummation of such acquisition or (C) a combination of
(A) and (B).  In addition, following the entering into of a binding
agreement with respect to an Asset Sale and prior to the consummation thereof,
cash (whether or not actual Net Available Proceeds of such Asset Sale) used for
the purposes described in subclause (A), (B) and (C) of this clause (3) that are
designated as uses in accordance with this clause (3), and not previously or
subsequently so designated in respect of any other Asset Sale, shall be deemed
to be Net Available Proceeds applied in accordance with this clause
(3).




The
amount of Net Available Proceeds not applied or invested as provided in this
Section 4.13(d) will constitute “Excess Proceeds;” provided that until the
aggregate amount of Excess Proceeds equals or exceeds $15.0 million, all or any
portion of such Excess Proceeds may be invested in the manner described in
Section 4.13(d)(3) above and such invested amount shall no longer be considered
Excess Proceeds.




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







-63-





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




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




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




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




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




(g)  In the
event of the transfer of substantially all (but not all) of the assets of the
Issuer and the Restricted Subsidiaries as an entirety to a Person in a
transaction covered by and effected in accordance with Article Five other than a
transaction meeting the requirements of Section 5.01(a)(3)(b), the successor
shall be deemed to have sold for cash at Fair Market Value the assets of the
Issuer and the Restricted Subsidiaries not so transferred for purposes of this
Section 4.13, and shall comply with the provisions of this Section 4.13 with
respect to such deemed sale as if it were an Asset Sale (with such Fair Market
Value being deemed to be Net Available Proceeds for such purpose).




(h)  Upon the
commencement of a Net Proceeds Offer, the Issuer shall send, by first class
mail, a notice to the Trustee and to each Holder at is registered
address.  The notice shall contain all instructions and materials
necessary to enable such Holder to tender Notes







-64-





pursuant
to the Net Proceeds Offer.  Any Net Proceeds Offer shall be made to
all Holders.  The notice, which shall govern the terms of the Net
Proceeds Offer, shall state:




(1)  that the
Net Proceeds Offer is being made pursuant to this Section;




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




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




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




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




(6)  that
Holders shall be entitled to withdraw their election if the Issuer, the
Depository or the Paying Agent, as the case may be, receives, not later than the
Net Proceeds Payment Date, a notice setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note
purchased;




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




(8)  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).




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







-65-





the
aggregate principal amount of Notes or portions thereof being repurchased by the
Issuer.  The Issuer shall publicly announce the results of the Net
Proceeds Offer on the Net Proceeds Payment Date.




(j)  The
Paying Agent shall promptly mail to each Holder of Notes so tendered the Offered
Price for such Notes, and the Trustee shall promptly authenticate pursuant to an
Authentication Order and mail (or cause to be transferred by book-entry) to each
Holder a new Note equal in principal amount to any unrepurchased portion of the
Notes surrendered, if any; provided that each such new
Note shall be in principal amount of $1,000 or an integral multiple
thereof.  However, if the Net Proceeds Payment Date is on or after an
interest record date and on or before the related Interest Payment Date, any
accrued and unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Net
Proceeds Offer.




(k)  The
Issuer will comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer.  To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.13, the
Issuer shall comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this Section 4.13 by virtue
of this compliance.




SECTION
      4.14.
            Limitations on
      Transactions with
Affiliates.




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




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




(2)  the
Issuer delivers to the Trustee:




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







-66-





(y)           with
respect to any Affiliate Transaction involving aggregate value of $20.0 million
or more, the certificates described in the preceding clause (x) and a written
opinion as to the fairness of such Affiliate Transaction to the Issuer or such
Restricted Subsidiary from a financial point of view issued by an Independent
Financial Advisor to the Board of Directors of the Issuer.




(b)  The
foregoing restrictions shall not apply to:




(1)  transactions
exclusively between or among (a) the Issuer and one or more Subsidiary
Guarantors; (b) Subsidiary Guarantors; (c) Foreign Subsidiaries; or (d) the
Issuer and the Guarantors, on the one hand, and Restricted Subsidiaries that are
not Guarantors, on the other hand, in the ordinary course of business; provided, in each case, that
no Affiliate of the Issuer (other than another Restricted Subsidiary) owns
Equity Interests of any such Restricted Subsidiary;




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




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




(4)  payments
by the Issuer to or on behalf of Parent in an amount sufficient to pay
out-of-pocket legal, accounting and filing and other general corporate overhead
costs of Parent actually incurred by Parent, in any case in an aggregate amount
not to exceed $500,000 in any calendar year;




(5)  loans and
advances permitted by clause (3) of the definition of “Permitted
Investments”;




(6)  payments
to Sponsor or an Affiliate or Related Party thereof in respect of management and
consulting services rendered to the Issuer and the Restricted Subsidiaries in
the amounts and at the times specified or permitted in the Advisory Agreement,
as in effect on the Issue Date or as thereafter amended or replaced in any
manner, that, taken as a whole, is not more adverse to the interests of the
Holders in any material respect than such agreement as it was in effect on the
Issue Date; provided
that no Default described in Section 6.01(1), (2), (3), (7) or (8) shall have
occurred and be continuing or occur as a consequence thereof;




(7)  any
Restricted Payments which are made in accordance with Section 4.11;







-67-





(8)  entering
into an agreement that provides registration rights to the shareholders of the
Issuer, Parent or Holdings or amending any such agreement with shareholders of
the Issuer, Parent or Holdings and the performance of such
agreements;




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




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




(11)  (a) any
transaction with an Affiliate where the only consideration paid by the Issuer or
any Restricted Subsidiary is Qualified Equity Interests or (b) the issuance or
sale of any Qualified Equity Interests;




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




(13)  any
Investment in a Foreign Subsidiary, a Restricted Subsidiary that is not a
Guarantor or an Unrestricted Subsidiary; provided that no Affiliate of
the Issuer or any of its Subsidiaries other than the Issuer or a Restricted
Subsidiary shall have a beneficial interest in such Unrestricted
Subsidiary.




SECTION
      4.15.
            Limitations
      on Dividend and Other Restrictions Affecting Restricted
      Subsidiaries.




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




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




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







-68-





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




except
for:




(1)  encumbrances
or restrictions existing under or by reason of applicable law, regulation or
order;




(2)  encumbrances
or restrictions existing under Note Documents;




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




(4)  encumbrances
or restrictions existing under agreements existing on the date of this Indenture
(including, without limitation, the Credit Agreement) as in effect on that
date;




(5)  restrictions
relating to any Lien permitted under this Indenture imposed by the holder of
such Lien;




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




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




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




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




(10)  Purchase
Money Indebtedness incurred in compliance with Section 4.10 that impose
restrictions of the nature described in clause (c) above on the assets
acquired;




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







-69-





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




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




(14)  any
encumbrances or restrictions imposed by any amendments or refinancings of the
contracts, instruments or obligations referred to in clauses (1) through (13)
above; provided that
such amendments or refinancings are no more materially restrictive with respect
to such encumbrances and restrictions than those prior to such amendment or
refinancing.




SECTION
      4.16.
            Additional Note
      Guarantees.




(a)  The
Issuer shall cause each Restricted Subsidiary (including any newly formed, newly
acquired or newly Designated Restricted Subsidiary) (other than any Foreign
Subsidiary) to:




(1)  execute
and deliver to the Trustee (a) a supplemental indenture pursuant to which such
Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s
obligations under the Notes and this Indenture, (b) a notation of guarantee in
respect of its Note Guarantee, (c) a supplement to the Collateral Agreement, (d)
a supplement to the Intercreditor Agreement and (e) other applicable Security
Documents, in each case in form and substance reasonably satisfactory to the
Trustee; and




(2)  deliver
to the Trustee one or more opinions of counsel that such documents required by
Section 4.16(a)(1), (x) have been duly authorized, executed and
delivered by such Restricted Subsidiary and (y) constitute a valid and
legally binding obligation of such Restricted Subsidiary in accordance with
their terms.




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




(b)  Notwithstanding
Section 4.16(a), a Subsidiary Guarantor will be automatically and
unconditionally released and discharged from its obligations under its Note
Guarantee, this Indenture and the Registration Rights Agreement under the
circumstances set forth in Section 11.05.  The form of the Note
Guarantee is attached hereto as Exhibit F.







-70-





SECTION
      4.17.
            Further
      Assurances.




The
Issuer and Parent shall, and shall cause each of the Guarantors to, execute any
and all further documents, financing statements, agreements and instruments, and
take all further action that may be required under applicable law, or that the
Trustee may reasonably request, in order to grant, preserve, protect and perfect
the validity and priority of the security interests created or intended to be
created by the Security Documents in the Collateral.  In addition,
from time to time, the Issuer will reasonably promptly secure the obligations
under the Indenture, Security Documents and Intercreditor Agreement by pledging
or creating, or causing to be pledged or created, perfected security interests
with respect to the Collateral.  Such security interests and Liens
will be created under the Security Documents and other security agreements,
mortgages, deeds of trust and other instruments and documents in form and
substance reasonably satisfactory to the Trustee, and the Issuer shall deliver
or cause to be delivered to Trustee all such instruments and documents
(including certificates, legal opinions, title insurance policies and lien
searches) as the Trustee shall reasonably request to evidence compliance with
this covenant.  The Issuer agrees to provide such evidence as the
Trustee shall reasonably request as to the perfection and priority status of
each such security interest and Lien.  In furtherance of the
foregoing, the Issuer will give prompt notice to the Trustee of the acquisition
by it or any of the Guarantors of any real property (or any interest in real
property) having a value in excess of $2.0 million; provided that the Issuer and
Guarantors shall only be required to deliver Mortgages with respect to Material
Real Property.




SECTION
      4.18.
            Reports to
      Holders.




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




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




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




In
addition, whether or not required by the SEC, the Issuer will file a copy of all
of the information and reports referred to in clauses (1) and (2) above with the
SEC for public availability within the time periods specified in the SEC’s rules
and regulations (unless the SEC will not accept the filing) and make the
information available to securities analysts and prospective investors upon
request.




Notwithstanding
anything to the contrary, the Issuer will be deemed to have complied with its
obligations in the preceding two paragraphs following the filing of the Exchange
Offer Registration Statement and prior to the effectiveness thereof if the
Exchange







-71-





Offer
Registration Statement includes the information specified in clause (1) above at
the times it would otherwise be required to file such Forms.  If
Parent has complied with the reporting requirements of Section 13 or 15(d) of
the Exchange Act, if applicable, and has furnished the Holders of Notes, or
filed electronically with the SEC’s Electronic Data Gathering, Analysis and
Retrieval System (or any successor system), the reports described herein with
respect to Parent (including any financial information required by Regulation
S-X relating to the Issuer and the Subsidiary Guarantors), the Issuer shall be
deemed to be in compliance with the provisions of this Section
4.18.




The
Issuer and the Guarantors have agreed that, for so long as any Notes remain
outstanding, the Issuer will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.




SECTION
      4.19.
            Limitations on
      Designation of Unrestricted
Subsidiaries.




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




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




(2)  either
(A) the Subsidiary to be so Designated has total assets of $1,000 or less; or
(B) the Issuer would be permitted to make, at the time of such Designation, (x)
a Permitted Investment or (y) an Investment pursuant to Section 4.11(a), in
either case, in an amount (the “Designation Amount”) equal to
the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary
on such date.




(b)  No
Subsidiary shall be Designated as an “Unrestricted Subsidiary” if such
Subsidiary or any of its Subsidiaries owns (i) any Equity Interests (other
than Qualified Equity Interests) of the Issuer or (ii) any Equity Interests
of any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so
Designated.




(c)  If, at
any time, any Unrestricted Subsidiary fails to meet the requirements of Section
4.19(a) and (b) as an Unrestricted Subsidiary, it shall thereafter cease to be
an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness
of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to
be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness
is not permitted to be incurred under Section 4.10 or the Lien is not permitted
under Section 4.12, the Issuer shall be in default of the applicable
section.




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







-72-





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




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




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




SECTION
      4.20.
            Limitation
      on the Issuance or Sale of Equity Interests of Restricted
      Subsidiaries.




The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, sell or issue any shares of Equity Interests of any Restricted
Subsidiary except (1) to the Issuer, a Restricted Subsidiary or the
minority stockholders of any Restricted Subsidiary, on a pro rata basis, (2) to
the extent such shares represent directors’ qualifying shares or shares required
by applicable law to be held by a Person other than the Issuer or a Wholly-Owned
Restricted Subsidiary, or (3) if immediately after giving effect to such sale or
issuance, such Restricted Subsidiary would no longer constitute a Restricted
Subsidiary.  The sale of all the Equity Interests of any Restricted
Subsidiary is permitted by this Section 4.20 but is subject to Section
4.13.  Notwithstanding the foregoing, this Section 4.20 shall not
prohibit the issuance or sale of Equity Interests of any Restricted Subsidiary
in connection with (a) the formation or capitalization of a Restricted
Subsidiary or (b) a single transaction or a series of substantially
contemporaneous transactions whereby such Restricted Subsidiary becomes a
Restricted Subsidiary of the Issuer by reason of acquisition of securities or
assets from another Person; provided that following the
consummation of any transaction or transactions contemplated by clause (a) or
(b), the ownership of the Equity Interests of the relevant Restricted Subsidiary
or Restricted Subsidiaries shall be as if this Section 4.20 had been complied
with at all times.




SECTION
      4.21.
            Information Regarding
      Collateral.




(a)  The
Issuer will furnish to the Noteholder Collateral Agent and the Trustee, with
respect to the Issuer or any Guarantor, prompt written notice of any change in
such Person’s (i) corporate name, (ii) jurisdiction of organization or
formation, (iii) identity or corporate structure or (iv) Federal Taxpayer
Identification Number.  The Issuer will agree not to effect or permit
any change referred to in the preceding sentence unless all filings have been
made under the Uniform Commercial Code or otherwise that are required in order
for the Noteholder Collateral Agent to continue at all times following such
change to have a valid, legal and perfected security interest in all the
Collateral.  The Issuer also agrees promptly to notify the Noteholder
Collateral Agent and the Trustee if any material portion of the Collateral is
damaged or destroyed.




(b)  Each
year, at the time of delivery of the annual financial statements with respect to
the preceding fiscal year, the Issuer shall deliver to the Trustee a certificate
of a







-73-





financial
officer setting forth the information required pursuant to the Perfection
Certificate or confirming that there has been no change in such information
since the date of the prior delivered Perfection Certificate.




SECTION
      4.22.
            Impairment of Security
      Interest.




Subject
to the rights of the holders of Permitted Liens, the Issuer will not, and will
not permit any of its Restricted Subsidiaries to, take or knowingly or
negligently omit to take, any action which action or omission would reasonably
be expected to have the result of materially impairing the security interest
with respect to the Collateral for the benefit of Noteholder Secured Parties,
subject to limited exceptions.  The Issuer shall not amend, modify or
supplement, or permit or consent to any amendment, modification or supplement
of, the Security Documents in any way that would be adverse to the Holders of
the Notes in any material respect, except as permitted by Articles Nine or Ten,
the Security Documents or the Intercreditor Agreement.




SECTION
      4.23.
            Insurance.




(a)  The
Issuer and Guarantors (a) will cause any insurance policies covering any
Collateral to be endorsed or otherwise amended to include a customary lender’s
loss payable endorsement, in form and substance reasonably satisfactory to the
Trustee, which endorsement shall provide that, from and after the Issue Date, if
the insurance carrier shall have received written notice from the Trustee of the
occurrence of an Event of Default, the insurance carrier shall pay all proceeds
otherwise payable to the Grantors under such policies directly to the Trustee;
(b) will cause all such policies to provide that neither the Issuer, the Trustee
nor any other party shall be a coinsurer thereunder and to contain a
“Replacement Cost Endorsement,” without any deduction for depreciation, and such
other provisions as the Trustee may reasonably require from time to time to
protect their interests; deliver original or certified copies of all such
policies to the Trustee; cause each such policy to provide that it shall not be
canceled, modified or not renewed (i) by reason of nonpayment of premium upon
not less than 10 days’ prior written notice thereof by the insurer to the
Trustee (giving the Trustee the right to cure defaults in the payment of
premiums) or (ii) for any other reason upon not less than 30 days’ prior written
notice thereof by the insurer to the Trustee; (c) will deliver to the Trustee,
prior to the cancellation, modification or nonrenewal of any such policy of
insurance, a draft copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Trustee) and reasonably promptly
thereafter deliver a duplicate original copy of such policy together with
evidence satisfactory to the Trustee of payment of the premium
therefor.




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







-74-





ARTICLE
FIVE









SUCCESSOR
CORPORATION




SECTION
      5.01.
            Mergers,
      Consolidations, Etc.




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




(1)  either:




(a)  the
Issuer will be the surviving or continuing Person; or




(b)  the
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) (collectively,
the “Successor”) is a
corporation, limited liability company or limited partnership organized and
existing under the laws of any State of the United States of America or the
District of Columbia, and the Successor expressly assumes, by supplemental
indenture, security documents and intercreditor agreement in form and substance
reasonably satisfactory to the Trustee, all of the obligations of the Issuer
under the Notes, this Indenture, the applicable Security Documents, the
Intercreditor Agreement and the Registration Rights Agreement; providedthat if such Person
is a limited liability company or a partnership, such Person will form a
Wholly-Owned Restricted Subsidiary that is a corporation and cause such
Subsidiary to become a co-issuer of the Notes;




(2)  immediately
prior to and immediately after giving effect to such transaction and the
assumption of the obligations as set forth in clause (1)(b) above and the
incurrence of any Indebtedness to be incurred in connection therewith, and the
use of any net proceeds therefrom on a pro forma basis, no Default shall have
occurred and be continuing; and




(3)  immediately
after and giving effect to such transaction and the assumption of the
obligations set forth in clause (1)(b) above and the incurrence of any
Indebtedness to be incurred in connection therewith, and the use of any net
proceeds therefrom on a pro forma basis, (a) the Issuer or the Successor, as the
case may be, could incur $1.00 of additional Indebtedness pursuant to the
Coverage Ratio Exception or (b) the Consolidated Interest Coverage Ratio of the
Issuer or the Successor, as the case may be, would be not







-75-





less than
the Consolidated Coverage Ratio of the Issuer immediately prior to such
transaction.




For
purposes of this Section 5.01(a), any Indebtedness of the Successor which was
not Indebtedness of the Issuer immediately prior to the transaction shall be
deemed to have been incurred in connection with such transaction.




(b)  Parent
will not, directly or indirectly, in a single transaction or a series of related
transactions, (a) consolidate or merge with or into another Person, or sell,
lease, transfer, convey or otherwise dispose of or assign all or substantially
all of the assets of Parent and its Subsidiaries (taken as a whole) or
(b) adopt a Plan of Liquidation unless, in either case:




(1)  either:




(a)  Parent
will be the surviving or continuing Person; or




(b)  the
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) (collectively,
the “Parent Successor”)
is a corporation, limited liability company or limited partnership organized and
existing under the laws of any State of the United States of America or the
District of Columbia, and the Parent Successor (unless the Parent Successor is
the Issuer) expressly assumes, by supplemental indenture, security documents and
intercreditor agreement in form and substance reasonably satisfactory to the
Trustee, all of the obligations of Parent under the Notes, this Indenture, the
applicable Security Documents, the Intercreditor Agreement and the Registration
Rights Agreement; and




(2)                  immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing.




(c)  Except as
provided in Section 11.05 no Guarantor (other than Parent) may consolidate with
or merge with or into (whether or not such Guarantor is the surviving Person)
another Person, unless:




(1)  either:




(a)  such
Guarantor will be the surviving or continuing Person; or




(b)  the
Person formed by or surviving any such consolidation or merger assumes, by
supplemental indenture, security documents and intercreditor agreement in form
and substance reasonably satisfactory to the Trustee, all of the obligations of
such Guarantor under the Note Guarantee of such Guarantor, this Indenture, the
applicable Security Documents, the Intercreditor Agreement and the Registration
Rights Agreement, and is a corporation, limited liability company or limited
partnership organized and existing under the laws of any State of the United
States of America or the District of Columbia; and







-76-





(2)  immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing.




(d)  For
purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Issuer, will be deemed to be the transfer of
all or substantially all of the properties and assets of the Issuer or Parent,
as the case may be.




(e)  Upon any
consolidation, combination or merger of the Issuer or a Guarantor, or any
transfer of all or substantially all of the assets of the Issuer or Parent in
accordance with the foregoing, in which the Issuer or such Guarantor is not the
continuing obligor under the Notes or its Note Guarantee, the surviving entity
formed by such consolidation or into which the Issuer or such Guarantor is
merged or the Person to which the conveyance, lease or transfer is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer or such Guarantor under this Indenture, the Notes, the Note
Guarantees, the Security Documents and Intercreditor Agreement with the same
effect as if such surviving entity had been named therein as the Issuer or such
Guarantor and, except in the case of a lease, the Issuer or such Guarantor, as
the case may be, will be released from the obligation to pay the principal of
and interest on the Notes or in respect of its Note Guarantee, as the case may
be, and all of the Issuer’s or such Guarantor’s other obligations and covenants
under the Notes, this Indenture and its Note Guarantee, if
applicable.




(f)  Notwithstanding
the foregoing, any Restricted Subsidiary may consolidate with, merge with or
into or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all of its assets to the Issuer or another
Restricted Subsidiary; provided that if any party to
any such transaction is a Note Party, the surviving entity, as the case may be,
shall be a Note Party.




ARTICLE
SIX









DEFAULT
AND REMEDIES




SECTION
      6.01.
            Events of
      Default.




Each of
the following is an “Event of
Default”:




(1)  failure
by the Issuer to pay interest on any of the Notes when it becomes due and
payable and the continuance of any such failure for 30 days;




(2)  failure
by the Issuer to pay the principal on any of the Notes when it becomes due and
payable, whether at Stated Maturity, upon redemption, upon purchase, upon
acceleration or otherwise;







-77-





(3)  failure
by the Issuer to comply with Section 5.01 or in respect of its obligations to
make a Change of Control Offer as described under Section 4.09 (whether or not
such compliance is prohibited by the subordination provisions of this
Indenture);




(4)  failure
by the Issuer or any Guarantor to comply with any other agreement or covenant in
this Indenture, the Security Documents or the Intercreditor Agreement and
continuance of this failure for 60 days after notice of the failure has been
given to the Issuer by the Trustee or by the Holders of at least 25% of the
aggregate principal amount of the Notes then outstanding;




(5)  default
under any mortgage, indenture or other instrument or agreement under which there
may be issued or by which there may be secured or evidenced Indebtedness of the
Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is
incurred after the Issue Date, which default:




(a)  is caused
by a failure to pay at final maturity (giving effect to any applicable grace
periods and any extensions thereof) principal on such Indebtedness within the
applicable express grace period,




(b)  results
in the acceleration of such Indebtedness prior to its express final maturity
or




(c)  results
in the judicial authorization to foreclose upon, or to exercise remedies under
applicable law or applicable security documents to take ownership of, the assets
securing such Indebtedness, and




in each
case, the principal amount of such Indebtedness, together with any other
Indebtedness with respect to which an event described in clause (a), (b) or (c)
has occurred and is continuing, aggregates $20.0 million or more;




(6)  one or
more judgments or orders that exceed $20.0 million in the aggregate (net of
amounts covered by insurance or bonded) for the payment of money have been
entered by a court or courts of competent jurisdiction against the Issuer or any
Restricted Subsidiary and such judgment or judgments have not been satisfied,
stayed, annulled or rescinded within 60 days of being entered;




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




(a)  commences
a voluntary case,




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




(c)  consents
to the appointment of a Custodian of it or for all or substantially all of its
assets, or







-78-





(d)  makes a
general assignment for the benefit of its creditors;




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




(a)  is for
relief against the Issuer or any Significant Subsidiary as debtor in an
involuntary case,




(b)  appoints
a Custodian of the Issuer or any Significant Subsidiary or a Custodian for all
or substantially all of the assets of the Issuer or any Significant Subsidiary,
or




(c)  orders
the liquidation of the Issuer or any Significant Subsidiary,




and the
order or decree remains unstayed and in effect for 60 days;




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




(10)  any
security interest and Lien purported to be created by any Security Document with
respect to any Collateral, individually or in the aggregate, having a fair
market value in excess of $50.0 million shall cease to be in full force and
effect, or shall cease to give the Noteholder Collateral Agent, for the benefit
of the applicable Noteholder Secured Parties, the Liens, rights, powers and
privileges purported to be created and granted thereby (including a perfected
first priority security interest in and Lien on, all of the Collateral
thereunder (except as otherwise expressly provided in the Indenture and the
Intercreditor Agreement)) in favor of the Noteholder Collateral Agent, or shall
be asserted by the Issuer or any other Guarantor not to be, a valid, perfected,
first priority (except as otherwise expressly provided in the Indenture or the
Intercreditor Agreement) security interest in or Lien on the Collateral covered
thereby; except to the extent that any such loss of perfection or priority
results from the failure of the Trustee or Noteholder Collateral Agent to make
filings, renewals and continuations (or other equivalent filings) which the
Issuer has indicated in the perfection certificate are required to be made or
the failure of the Trustee or Noteholder Collateral Agent to maintain possession
of certificates actually delivered to it representing securities pledged under
the Security Documents).




SECTION
      6.02.
            Acceleration.




(a)  If an
Event of Default specified in clause (7) or (8) of Section 6.01 with respect to
the Issuer occurs, all outstanding Notes shall become due and payable without
any further action or notice.  If an Event of Default (other than an
Event of Default specified in







-79-





clause
(7) or (8) of Section 6.01 with respect to the Issuer) shall have occurred
and be continuing under this Indenture, the Trustee, by written notice to the
Issuer, or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding, by written notice to the Issuer and the Trustee, may
declare (an “acceleration
declaration”) all amounts owing under the Notes to be due and payable
immediately.  Upon such declaration of acceleration, the aggregate
principal of and accrued and unpaid interest on the outstanding Notes shall
become due and payable immediately; provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of such outstanding Notes may
rescind and annul such acceleration:




(1)  if the
rescission would not conflict with any judgment or decree;




(2)  if all
existing Events of Default have been cured or waived except nonpayment of
principal and interest that has become due solely because of this
acceleration;




(3)  to the
extent the payment of such interest is lawful, interest on overdue installments
of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid;




(4)  if the
Issuer has paid to the Trustee its reasonable compensation and reimbursed the
Trustee of its expenses, disbursements and advances; and




(5)  in the
event of a cure or waiver of an Event of Default of the type set forth in
Section 6.01(7) or (8), the Trustee shall have received an Officers’ Certificate
and an Opinion of Counsel that such Event of Default has been cured or
waived.




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




(b)  The
Issuer shall provide prompt written notice to the holders of Senior Debt and
Guarantor Senior Debt of any acceleration pursuant to
Section 6.02(a).




SECTION
      6.03.
            Other
      Remedies.




If a
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal of, or
interest on, the Notes or to enforce the performance of any provision of the
Notes or this Indenture.




The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon a Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Default.  No remedy is exclusive of any other
remedy.  All available remedies are cumulative to the extent permitted
by law.







-80-





SECTION
      6.04.
            Waiver of Past
      Defaults.




Subject
to Sections 2.09, 6.07 and 9.02, the Holders of a majority in principal amount
of the outstanding Notes (which may include consents obtained in connection with
a tender offer or exchange offer of Notes) by notice to the Trustee may waive an
existing Default and its consequences, except a Default in the payment of
principal of, or interest on, any Note as specified in Section 6.01(1) or
(2).  The Issuer shall deliver to the Trustee an Officers’ Certificate
stating that the requisite percentage of Holders have consented to such waiver
and attaching copies of such consents.  When a Default is waived, it
is cured and ceases.




SECTION
      6.05.
            Control by
      Majority.




The
Holders of not less than a majority in principal amount of the outstanding Notes
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it.  Subject to Section 7.01, however, the Trustee may refuse to
follow any direction that conflicts with any law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of another Holder, or
that may involve the Trustee in personal liability; provided that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.




In the
event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification against any loss or
expense caused by taking such action or following such direction.




SECTION
      6.06.
            Limitation on
      Suits.




No Holder
will have any right to institute any proceeding with respect to this Indenture
or for any remedy thereunder, unless the Trustee:




(1)  has
failed to act for a period of 60 days after receiving written notice of a
continuing Event of Default by such Holder and a request to act by Holders of at
least 25% in aggregate principal amount of Notes outstanding;




(2)  has been
offered indemnity satisfactory to it in its reasonable judgment;
and




(3)  has not
received from the Holders of a majority in aggregate principal amount of the
outstanding Notes a direction inconsistent with such request.




However,
such limitations do not apply to a suit instituted by a Holder of any Note for
enforcement of payment of the principal of or interest on such Note on or after
the due date therefor (after giving effect to the grace period specified in
Section 6.01(1)).




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







-81-





SECTION
      6.07.
            Rights of Holders To
      Receive Payment.




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




SECTION
      6.08.
            Collection Suit by
      Trustee.




If a
Default in payment of principal or interest specified in Section 6.01(1) or
(2) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Issuer or any other obligor on
the Notes for the whole amount of principal and accrued interest and fees
remaining unpaid, together with interest on overdue principal and, to the extent
that payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate per annum borne by the Notes
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.




SECTION
      6.09.
            Trustee May File
      Proofs of Claim.




The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relating to the Issuer, their creditors or their property and shall be entitled
and empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.07.  Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.  The Trustee shall be entitled to participate as a member
of any official committee of creditors in the matters as it deems necessary or
advisable.




SECTION
      6.10.
            Priorities.




If the
Trustee or Noteholder Collateral Agent collects any money or property pursuant
to this Article Six, it shall pay out the money or property (subject to the
Intercreditor Agreement) in the following order:




First:  to
the Trustee and Noteholder Collateral Agent for amounts due under
Section 7.07 or Section 10.13;







-82-





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




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




Fourth:  to
the Issuer or, if applicable, the Guarantors, as their respective interests may
appear.




The
Trustee, upon prior notice to the Issuer, may fix a record date and payment date
for any payment to Holders pursuant to this Section 6.10.




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




ARTICLE
SEVEN









TRUSTEE




SECTION
      7.01.
            Duties of
      Trustee.




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




(b)  Except
during the continuance of a Default:




(1)  The
Trustee need perform only those duties as are specifically set forth herein or
in the Trust Indenture Act and no duties, covenants, responsibilities or
obligations shall be implied in this Indenture against the Trustee.




(2)  In the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates (including Officers’ Certificates) or opinions (including
Opinions of







-83-





Counsel
and opinions relating to fair market value) furnished to the Trustee and
conforming to the requirements of this Indenture.  However, in the
case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.




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




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




(2)  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.




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




(d)  No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or to take or omit to take any action under this Indenture
or take any action at the request or direction of Holders if it shall have
reasonable grounds for believing that repayment of such funds is not assured to
it.




(e)  Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this
Section 7.01.




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




(g)  In the
absence of bad faith, negligence or willful misconduct on the part of the
Trustee, the Trustee shall not be responsible for the application of any money
by any Paying Agent other than the Trustee.




SECTION
      7.02.
            Rights of
      Trustee.




Subject
to Section 7.01:




(a)  The
Trustee may rely conclusively on any resolution, certificate (including any
Officers’ Certificate), statement, instrument, opinion (including any Opinion of
Counsel), notice, request, direction, consent, order, bond, debenture, or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper Person.  The Trustee need not investigate any
fact or matter stated in the document.







-84-





(b)  Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate and an Opinion of Counsel, which shall conform to the provisions of
Section 12.05.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel.




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




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




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




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




(g)  The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate (including any Officers’ Certificate),
statement, instrument, opinion (including any Opinion of Counsel), notice,
request, direction, consent, order, bond, debenture, or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled, upon reasonable notice to the Issuer, to examine the books, records,
and premises of the Issuer, personally or by agent or attorney at the sole cost
of the Issuer.




(h)  The
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.




(i)  The
permissive rights of the Trustee to do things enumerated in this Indenture shall
not be construed as duties.




(j)  Except
with respect to Section 4.01 and 4.06, the Trustee shall have no duty to inquire
as to the performance of the Issuer with respect to the covenants contained in
Article Four.  In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or
Event of Default of which the Trustee shall have received written
notification.







-85-





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




SECTION
      7.03.
            Individual Rights of
      Trustee.




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




SECTION
      7.04.
            Trustee’s
      Disclaimer.




The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Issuer’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuer in this Indenture or any document
issued in connection with the sale of Notes or any statement in the Notes other
than the Trustee’s certificate of authentication.  The Trustee makes
no representations with respect to the effectiveness or adequacy of this
Indenture.




SECTION
      7.05.
            Notice of
      Default.




If a
Default occurs and is continuing and the Trustee receives actual notice of such
Default, the Trustee shall mail to each Holder notice of the uncured Default
within 30 days after such Default occurs.  Except in the case of a
Default in payment of principal of, or interest on, any Note, including an
accelerated payment and the failure to make a payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or the Net Proceeds Payment
Date pursuant to a Net Proceeds Offer, or a Default in complying with the
provisions of Article Five, the Trustee may withhold the notice if and so long
as the Board of Directors, the executive committee, or a trust committee of
directors and/or Responsible Officers, of the Trustee in good faith determines
that withholding the notice is in the interest of the Holders.




SECTION
      7.06.
            Reports by Trustee to
      Holders.




Within 60
days after each May 15, beginning with May 15, 2009, the Trustee shall, to
the extent that any of the events described in Trust Indenture Act § 313(a)
occurred within the previous twelve months, but not otherwise, mail to each
Holder a brief report dated as of such date that complies with Trust Indenture
Act § 313(a).  The Trustee also shall comply with Trust Indenture
Act §§ 313(b), 313(c) and 313(d).




A copy of
each report at the time of its mailing to Holders shall be mailed to the Issuer
and filed with the SEC and each securities exchange, if any, on which the Notes
are listed.







-86-





The
Issuer shall notify the Trustee if the Notes become listed on any securities
exchange or of any delisting thereof and the Trustee shall comply with Trust
Indenture Act § 313(d).




SECTION
      7.07.
            Compensation and
      Indemnity.




The
Issuer shall pay to the Trustee from time to time such compensation as the
Issuer and the Trustee shall from time to time agree in writing for its services
hereunder.  The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust.  The Issuer shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances (including reasonable fees and expenses of counsel) incurred or
made by it in addition to the compensation for its services, except any such
disbursements, expenses and advances as may be attributable to the Trustee’s
negligence, bad faith or willful misconduct.  Such expenses shall
include the reasonable fees and expenses of the Trustee’s agents and
counsel.




The
Issuer shall indemnify each of the Trustee or any predecessor Trustee and its
agents for, and hold them harmless against, any and all loss, damage, claims
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), liability or expense incurred by them except for such
actions to the extent caused by any negligence, bad faith or willful misconduct
on their part, arising out of or in connection with the acceptance or
administration of this trust including the reasonable costs and expenses of
defending themselves against or investigating any claim or liability in
connection with the exercise or performance of any of the Trustee’s rights,
powers or duties hereunder.  The Trustee shall notify the Issuer
promptly of any claim asserted against the Trustee or any of its agents for
which it may seek indemnity.  The Issuer shall defend the claim and
the Trustee shall cooperate in the defense.  The Trustee and its
agents subject to the claim may have separate counsel and the Issuer shall pay
the reasonable fees and expenses of such counsel; provided, however, that the Issuer will
not be required to pay such fees and expenses if there is no conflict of
interest between the Issuer and the Trustee and its agents subject to the claim
in connection with such defense as reasonably determined by the
Trustee.  The Issuer need not pay for any settlement made without its
written consent.  The Issuer need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through the Trustee’s negligence, bad faith or willful misconduct.




To secure
the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a
Lien prior to the Notes against all money or property held or collected by the
Trustee, in its capacity as Trustee, except money or property held in trust to
pay principal and interest on particular Notes.




When the
Trustee incurs expenses or renders services after a Default specified in Section
6.01(7) or (8) occurs, such expenses and the compensation for such services
shall be paid to the extent allowed under any Bankruptcy Law.




Notwithstanding
any other provision in this Indenture, the foregoing provisions of this Section
7.07 shall survive the satisfaction and discharge of this Indenture or the
appointment of a successor Trustee.







-87-





SECTION
      7.08.
            Replacement of
      Trustee.




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




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




(2)  the
Trustee is adjudged a bankrupt or an insolvent;




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




(4)  the
Trustee becomes incapable of acting.




If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Issuer shall notify each Holder of such event and shall
promptly appoint a successor Trustee.  Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuer.




A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuer.  Immediately after that, the
retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.07, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  A successor Trustee shall mail notice of its
succession to each Holder.




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




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




Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer’s
obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.




SECTION
      7.09.
            Successor Trustee by
      Merger, Etc.




If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or







-88-





transferee
corporation without any further act shall, if such resulting, surviving or
transferee corporation is otherwise eligible hereunder, be the successor
Trustee; provided that
such corporation shall be otherwise qualified and eligible under this Article
Seven.




SECTION
      7.10.
            Eligibility;
      Disqualification.




This
Indenture shall always have a Trustee who satisfies the requirement of Trust
Indenture Act §§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition.  The Trustee
shall comply with Trust Indenture Act § 310(b); provided, however, that there shall be
excluded from the operation of Trust Indenture Act § 310(b)(1) any
indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Issuer are outstanding, if
the requirements for such exclusion set forth in Trust Indenture Act
§ 310(b)(1) are met.  The provisions of Trust Indenture Act
§ 310 shall apply to the Issuer and any other obligor of the
Notes.




SECTION
      7.11.
            Preferential
      Collection of Claims Against the
Issuer.




The
Trustee, in its capacity as Trustee hereunder, shall comply with Trust Indenture
Act § 311(a), excluding any creditor relationship listed in Trust Indenture
Act § 311(b).  A Trustee who has resigned or been removed shall
be subject to Trust Indenture Act § 311(a) to the extent
indicated.




ARTICLE
EIGHT









DISCHARGE
OF INDENTURE; DEFEASANCE




SECTION
      8.01.
            Termination of the
      Issuer’s Obligations.




The
Issuer may terminate its obligations under the Notes, this Indenture and the
Security Documents and the obligations of the Guarantors under the Note
Guarantees, this Indenture and the Security Documents and this Indenture and the
Security Documents shall cease to be of further effect, except those obligations
referred to in the penultimate paragraph of this Section 8.01, if:




(1)  all the
Notes that have been authenticated and delivered (except lost, stolen or
destroyed Notes which have been replaced or paid and Notes for whose payment
money has been deposited in trust or segregated and held in trust by the Issuer
and thereafter repaid to the Issuer or discharged from this trust) have been
delivered to the Trustee for cancellation, or




(2)  (a)  all
Notes not delivered to the Trustee for cancellation otherwise have become due
and payable, will become due and payable, or may be called for redemption,
within one year or have been called for redemption pursuant to Section 5 or
Section 6 of the Notes and the Issuer has irrevocably deposited or caused to be
deposited with the Trustee funds in trust sufficient to pay and discharge the
entire Indebtedness (including







-89-





all
principal and accrued interest) on the Notes not theretofore delivered to the
Trustee for cancellation,




(b)           the
Issuer has paid all sums payable by it under this Indenture, and




(c)           the
Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or on the Redemption
Date, as the case may be.




In
addition, the Issuer must deliver an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent to satisfaction and discharge have
been complied with.




In the
case of clause (2) of this Section 8.01, and subject to the next sentence and
notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections
2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer
only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer
outstanding pursuant to the last paragraph of Section 2.08.  After the
Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.05
and 8.06 shall survive.




After
such delivery or irrevocable deposit, the Trustee upon request shall acknowledge
in writing the discharge of the Issuer’s obligations under the Notes and this
Indenture except for those surviving obligations specified above.




SECTION
      8.02.
            Legal Defeasance and
      Covenant Defeasance.




(a)  The
Issuer may, at its option and at any time, elect to have either paragraph (b) or
(c) below be applied to all outstanding Notes upon compliance with the
conditions set forth in Section 8.03.




(b)  Upon the
Issuer’s exercise under Section 8.02(a) hereof of the option applicable to
this Section 8.02(b), the Issuer and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from their obligations with respect to all outstanding Notes, Note
Guarantees and the Security Documents on the date the conditions set forth below
are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Issuer and the Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes, the Note Guarantees,
this Indenture and the Security Documents which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.04 hereof and the other
Sections of this Indenture referred to in (i) and (ii) below, and to have
satisfied all its other obligations under such Notes and this Indenture and the
Guarantors shall be deemed to have satisfied all of their obligations under the
Note Guarantees, this Indenture and the Security Documents (and the Trustee and
the Noteholder Collateral Agent, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder:







-90-





(i)  the
rights of Holders of outstanding Notes to receive, solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such
Section 8.04, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due;




(ii)  the
Issuer’s obligations with respect to such Notes under Article Two and Section
4.02 hereof;




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




(iv)  the
provisions of this Article Eight applicable to Legal
Defeasance.




Subject
to compliance with this Article Eight, the Issuer may exercise its option under
this Section 8.02(b) notwithstanding the prior exercise of its option under
Section 8.02(c) hereof.




(c)  Upon the
Issuer’s exercise under paragraph (a) hereof of the option applicable to this
paragraph (c), the Issuer and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.03 hereof, be released from their
respective obligations under the covenants contained in Sections 4.03 (other
than with respect to the legal existence of the Issuer), 4.04, 4.05 and
4.09 through 4.23, clause (3) of Section 5.01(a) and Articles Ten and Eleven
hereof and the Security  Documents with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.03 are
satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer and the Guarantors may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In addition,
upon the Issuer’s exercise under paragraph (a) hereof of the option applicable
to this paragraph (c), subject to the satisfaction of the conditions set forth
in Section 8.03 hereof, clauses (3), (5), (6), (9) and (10) of Section 6.01
hereof shall not constitute Events of Default.




SECTION
      8.03.
            Conditions to Legal
      Defeasance or Covenant
Defeasance.




The
following shall be the conditions to the application of either Section 8.02(b)
or 8.02(c) hereof to the outstanding Notes:







-91-





(1)  the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination
thereof, in such amounts as will be sufficient (without reinvestment), in the
opinion of a nationally recognized firm of independent public accountants
selected by the Issuer, to pay the principal of and interest on the Notes on the
stated date for payment or on the Redemption Date of the principal or
installment of principal of or interest on the Notes,




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




(a)  the
Issuer 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 U.S. federal
income tax law,




in either
case to the effect that, and based thereon this Opinion of Counsel shall confirm
that, the Holders will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not
occurred,




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




(4)  no
Default shall have occurred and be continuing on the date of such deposit (other
than a Default resulting from the borrowing of funds to be applied to such
deposit),




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




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







-92-





(7)  the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that the conditions provided for in, in the
case of the Officers’ Certificate, clauses (1) through (6) and, in the case of
the Opinion of Counsel, clauses (2) and/or (3) and (5) of this Section 8.03 have
been complied with.




SECTION
      8.04.
            Application of Trust
      Money.




The
Trustee or Paying Agent shall hold in trust U.S. Legal Tender and U.S.
Government Obligations deposited with it pursuant to this Article Eight, and
shall apply the deposited U.S. Legal Tender and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of the principal of
and the interest on the Notes.  The Trustee shall be under no
obligation to invest said U.S. Legal Tender and U.S. Government Obligations,
except as it may agree with the Issuer.




The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Legal Tender and U.S. Government
Obligations deposited pursuant to Section 8.03 or the principal and
interest received in respect thereof, other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Notes.




Anything
in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal
Tender and U.S. Government Obligations held by it as provided in Section 8.03
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.




SECTION
      8.05.
            Repayment to the
      Issuer.




The
Trustee and the Paying Agent shall pay to the Issuer upon request any money held
by them for the payment of principal or interest that remains unclaimed for two
years; provided that
the Trustee or such Paying Agent, before being required to make any payment, may
at the expense of the Issuer cause to be published once in a newspaper of
general circulation in the City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing any unclaimed balance of such money then remaining will
be repaid to the Issuer.  After payment to the Issuer, Holders
entitled to such money must look to the Issuer for payment as general creditors
unless an applicable law designates another Person.




SECTION
      8.06.
            Reinstatement.




If the
Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S.
Government Obligations in accordance with this Article Eight by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, or if the funds deposited with the Trustee to effect Covenant
Defeasance are insufficient to pay the principal of, and interest on, the
Notes







-93-





when due,
the Issuer’s obligations under this Indenture, and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to this Article Eight
until such time as the Trustee or Paying Agent is permitted to apply all such
U.S. Legal Tender and U.S. Government Obligations in accordance with this
Article Eight; provided
that if the Issuer has made any payment of interest on, or principal of, any
Notes because of the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the U.S. Legal Tender and U.S. Government Obligations held by the Trustee
or Paying Agent.




ARTICLE
NINE









AMENDMENTS,
SUPPLEMENTS AND WAIVERS




SECTION
      9.01.
            Without Consent of
      Holders.




(a)  Subject
to Section 9.03, the Issuer and the Trustee and the Noteholder Collateral Agent
together, may amend or supplement this Indenture, the Notes, the Note
Guarantees, the Security Documents or the Intercreditor Agreement without notice
to or consent of any Holder:




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




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




(3)  to
provide for the assumption of the Issuer’s obligations to the Noteholder Secured
Parties in the case of a merger, consolidation or sale of all or substantially
all of the assets, in accordance with Article Five;




(4)  to
release any Guarantor from any of its obligations under its Note Guarantee or
this Indenture (to the extent permitted by this Indenture);




(5)  to add
any Subsidiary of the Issuer as a Guarantor;




(6)  to make
any change that would not materially adversely affect the rights of any
Holder;




(7)  in the
case of this Indenture, to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act;




(8)  to add
additional assets as Collateral;




(9)  to
release Collateral from the Lien pursuant to the Indenture, the Security
Documents and the Intercreditor Agreement when permitted or required by such
agreements;







-94-





(10)  to
provide for the issuance of Additional Notes in accordance with this Indenture;
or




(11)  to amend
the Intercreditor Agreement pursuant to Section 7.02(b) thereof;




provided that the Issuer has
delivered to the Trustee and Noteholder Collateral Agent an Opinion of Counsel
and an Officers’ Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 9.01.




SECTION
      9.02.
            With Consent of
      Holders.




(a)  Subject
to Sections 6.07 and 9.03, the Issuer, the Guarantors and the Trustee and
Noteholder Collateral Agent together, with the written consent (which may
include consents obtained in connection with a tender offer or exchange offer
for Notes) of the Holder or Holders of at least a majority in aggregate
principal amount of the Notes then outstanding may amend or supplement this
Indenture, the Notes or the Note Guarantees or the other Note Documents, without
notice to any other Holders.  Subject to Sections 6.07 and 9.03, the
Holder or Holders of a majority in aggregate principal amount of the outstanding
Notes may waive compliance with any provision of this Indenture, the Notes or
the Note Guarantees or the other Note Documents without notice to any other
Holders;




(b)  Notwithstanding
Section 9.02(a), without the consent of each Holder affected, no amendment or
waiver may:




(1)  reduce,
or change the maturity, of the principal of any Note;




(2)  reduce
the rate of or extend the time for payment of interest on any Note;




(3)  reduce
any premium payable upon optional redemption of the Notes, or change the date
on, or the circumstances under, which any Notes are subject to redemption or
purchase (other than provisions of Section 4.09 and Section 4.13, except that if
a Change of Control has occurred, no amendment or other modification of the
obligation of the Issuer to make a Change of Control Offer relating to such
Change of Control shall be made without the consent of each Holder of the Notes
affected);




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




(5)  expressly
subordinate such Note or any Note Guarantee to any other Indebtedness of the
Issuer or any Guarantor in right of payment or make any other change in the
ranking or priority of any Note that would adversely affect the
Holders;




(6)  reduce
the percentage of Holders necessary to consent to an amendment or waiver to this
Indenture or the Notes;







-95-





(7)  waive a
default in the payment of principal of or premium or interest on any Notes
(except a rescission of acceleration of the Notes by the Holders thereof as
provided in this Indenture and a waiver of the payment default that resulted
from such acceleration);




(8)  impair
the rights of Holders to receive payments of principal of or interest on the
Notes on or after the due date therefor or to institute suit for the enforcement
of any payment on the Notes;




(9)  release
any Guarantor that is a Significant Subsidiary from any of its obligations under
its Note Guarantee or this Indenture, except as permitted by this
Indenture;




(10)  make any
change in these amendment and waiver provisions; or




(11)  make any
change in the Intercreditor Agreement or in the provisions of the Indenture or
any Security Document dealing with the application of proceeds of the Collateral
that would adversely affect the Holders.




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




(d)  A consent
to any amendment, supplement or waiver under this Indenture by any Holder given
in connection with an exchange (in the case of an exchange offer) or a tender
(in the case of a tender offer) of such Holder’s Notes will not be rendered
invalid by such tender or exchange.




(e)  After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuer shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Issuer to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment, supplement or waiver.




SECTION
      9.03.
            [Reserved].




SECTION
      9.04.
            Compliance with the
      Trust Indenture Act.




From the
date on which this Indenture is qualified under the Trust Indenture Act, every
amendment, waiver or supplement of this Indenture, the Notes or the Note
Guarantees shall comply with the Trust Indenture Act as then in
effect.




SECTION
      9.05.
            Revocation and Effect
      of Consents.




Until an
amendment, waiver or supplement becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of a Note or
portion







-96-





of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any Note.  However, any such Holder or
subsequent Holder may revoke the consent as to his Note or portion of his Note
by notice to the Trustee or the Issuer received before the date on which the
Trustee receives an Officers’ Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.




The
Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver, which record date shall be prior to the first solicitation of such
consent.  If a record date is fixed, then notwithstanding the last
sentence of the immediately preceding paragraph, those Persons who were Holders
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to revoke any consent previously given, whether or not such
Persons continue to be Holders after such record date.  No such
consent shall be valid or effective for more than 120 days after such record
date.  The Issuer shall inform the Trustee in writing of the fixed
record date if applicable.




After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it makes a change described in any of clauses (1) through (11) of
Section 9.02(b), in which case, the amendment, supplement or waiver shall bind
only each Holder of a Note who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note; provided
that any such waiver shall not impair or affect the right of any Holder to
receive payment of principal of, and interest on, a Note, on or after the
respective due dates therefor, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such
Holder.




SECTION
      9.06.
            Notation on or
      Exchange of Notes.




If an
amendment, supplement or waiver changes the terms of a Note, the Issuer may
require the Holder of the Note to deliver it to the Trustee.  The
Issuer shall provide the Trustee with an appropriate notation on the Note about
the changed terms and cause the Trustee to return it to the Holder at the
Issuer’s expense.  Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for the Note shall issue, and the Trustee
shall authenticate, a new Note that reflects the changed
terms.  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.




SECTION
      9.07.
            Trustee To Sign
      Amendments, Etc.




The
Trustee and the Noteholder Collateral Agent shall execute any amendment,
supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee and
the Noteholder Collateral Agent may, but shall not be obligated to, execute any
such amendment, supplement or waiver which affects the Trustee’s or Noteholder
Collateral Agent’s own rights, duties or immunities under this
Indenture.  The Trustee and Noteholder Collateral Agent shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel and an Officers’ Certificate each stating that the execution of any
amendment, supplement or waiver







-97-





authorized
pursuant to this Article Nine is authorized or permitted by this
Indenture.  Such Opinion of Counsel shall be at the expense of the
Issuer.




ARTICLE
TEN









SECURITY
DOCUMENTS




SECTION
      10.01.
            Collateral and
      Security Documents.




The due
and punctual payment of the principal of and interest on the Notes when and as
the same shall be due and payable, whether on an Interest Payment Date, at
maturity, by acceleration, repurchase, redemption or otherwise, and interest on
the overdue principal of and interest on the Notes and performance of all other
obligations of the Issuer and the Guarantors to the Holders, the Trustee or the
Noteholder Collateral Agent under this Indenture, the Notes, the Intercreditor
Agreement and the Security Documents, according to the terms hereunder or
thereunder, shall be secured as provided in the Security Documents, which define
the terms of the Liens that secure the obligations, subject to the terms of the
Intercreditor Agreement.  The Trustee and the Issuer hereby
acknowledge and agree that the Noteholder Collateral Agent holds the Collateral
in trust for the benefit of the Noteholder Secured Parties, in each case
pursuant to the terms of the Security Documents and the Intercreditor
Agreement.  Each Holder, by accepting a Note, consents and agrees to
the terms of the Security Documents (including the provisions providing for the
possession, use, release and foreclosure of Collateral) and the Intercreditor
Agreement as the same may be in effect or may be amended from time to time in
accordance with their terms and this Indenture and the Intercreditor Agreement,
and authorizes and directs the Noteholder Collateral Agent to enter into the
Security Documents and the Intercreditor Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of the
provisions of the Security Documents limit, qualify or conflict with the duties
imposed by the provisions of the TIA, the TIA shall control.  The
Issuer shall deliver to the Noteholder Collateral Agent copies of all documents
pursuant to the Security Documents, and will do or cause to be done all such
acts and things as may be reasonably required by the next sentence of this
Section 10.01, to assure and confirm to the Noteholder Collateral Agent the
security interest in the Collateral contemplated hereby, by the Security
Documents or any part thereof, as from time to time constituted, so as to render
the same available for the security and benefit of this Indenture and of the
Notes secured hereby, according to the intent and purposes herein
expressed.  The Issuer shall, and shall cause the Subsidiaries of the
Issuer to, use its commercially reasonable efforts to take any and all actions
reasonably required to cause the Security Documents to create and maintain, as
security for the Obligations, a valid and enforceable perfected Lien and
security interest in and on all of the Collateral (subject to the terms of the
Intercreditor Agreement), in favor of the Noteholder Collateral Agent for the
benefit of the Secured Parties.




SECTION
      10.02.
            Recordings and
      Opinions.




(a)  To the
extent applicable, the Issuer will cause TIA § 313(b), relating to reports,
and TIA § 314(d), relating to the release of property or securities subject
to the Lien of the Security Documents, to be complied with.







-98-





(b)  Any
release of Collateral permitted by Section 10.03 hereof will be deemed not to
impair the Liens under this Indenture, the Collateral Agreement and the other
Security Documents in contravention thereof. Any certificate or opinion required
by TIA § 314(d) may be made by an officer or legal counsel, as applicable,
of the Issuer except in cases where TIA § 314(d) requires that such
certificate or opinion be made by an independent Person, which Person will be an
independent engineer, appraiser or other expert selected by or reasonably
satisfactory to the Trustee.




(c)  Notwithstanding
anything to the contrary in this Section 10.02, the Issuer will not be required
to comply with all or any portion of TIA § 314(d) if it reasonably
determines that under the terms of TIA § 314(d) or any interpretation or
guidance as to the meaning thereof of the SEC and its staff, including “no
action” letters or exemptive orders, all or any portion of TIA § 314(d) is
inapplicable to any release or series of releases of Collateral.




SECTION
      10.03.
            Release of
      Collateral.




(a)  Subject
to Section 10.03(b) and 10.04 hereof, Collateral may be released from the Lien
and security interest created by the Security Documents at any time or from time
to time in accordance with the provisions of the Security Documents, the
Intercreditor Agreement or as provided hereby.  The Issuer and the
Guarantors will be entitled to a release of property and other assets included
in the Collateral from the Liens securing the Notes, and the Trustee (subject to
its receipt of an Officer Certificate and Opinion of Counsel as provided below)
shall release, or instruct the Noteholder Collateral Agent to release, as
applicable, the same from such Liens at the Issuer’s sole cost and expense,
under one or more of the following circumstances:




(1)  to enable
the Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the
Collateral to the extent not prohibited under Section 4.13;




(2)  in the
case of a Guarantor that is released from its Guarantee with respect to the
Notes, the release of the property and assets of such Guarantor;




(3)  pursuant
to an amendment or waiver in accordance with Article Nine of this Indenture;
or




(4)  if the
Notes have been discharged or defeased pursuant to Section 8.01 or
Section 8.02.




Upon
receipt of an Officers’ Certificate and an Opinion of Counsel certifying that
all conditions precedent under the Indenture and the Security Documents (and TIA
Section 314(d)), if any, to such release have been met and any necessary or
proper instruments of termination, satisfaction or release prepared by the
Issuer, the Trustee shall, or shall cause the Noteholder Collateral Agent, to
execute, deliver or acknowledge (at the Issuer’s expense) such instruments or
releases to evidence the release of any Collateral permitted to be released
pursuant to this Indenture or the Security Documents or the Intercreditor
Agreement. Neither the Trustee nor the Noteholder Collateral Agent shall be
liable for any such release undertaken in good faith







-99-





in
reliance upon any such Officer Certificate or Opinion of Counsel, and
notwithstanding any term hereof or in any Security Document to the contrary, the
Trustee and Noteholder Collateral Agent shall not be under any obligation to
release any such Lien and security interest, or execute and deliver any such
instrument of release, satisfaction or termination, unless and until it receives
such Officer Certificate and Opinion of Counsel.




SECTION
      10.04.
            [Reserved].




SECTION
      10.05.
            Certificates of the
      Trustee.




In the
event that the Issuer wishes to release Collateral in accordance with this
Indenture, the Security Documents and the Intercreditor Agreement at a time when
the Trustee is not itself also the Noteholder Collateral Agent and the Issuer
has delivered the certificates and documents required by the Security Documents
and Section 10.03 hereof, if TIA § 314(d) is applicable to such
releases (the applicability of which will be established to the reasonable
satisfaction of the Trustee pursuant to Section 10.04 or otherwise), the Trustee
will determine whether it has received all documentation required by TIA
§ 314(d) in connection with such release (which determination may be based
upon the Opinion of Counsel hereafter described) and, based on an Opinion of
Counsel pursuant to Section 12.04, will deliver a certificate to the Noteholder
Collateral Agent setting forth such determination.  The Trustee,
however, shall have no duty to confirm the legality, genuineness, accuracy,
contents or validity of such documents (or any signature appearing therein), its
sole duty being to certify its receipt of such documents which, on their face
(and assuming that they are what they purport to be), conform to § 314(d)
of the TIA.




SECTION
      10.06.
            Suits To Protect the
      Collateral.




Subject
to the provisions of Article Seven hereof and the Intercreditor Agreement,
the Trustee in its sole discretion and without the consent of the Holders, on
behalf of the Holders, may or may direct the Noteholder Collateral Agent to take
all actions it deems necessary or appropriate in order to:




(a)  enforce
any of the terms of the Security Documents; and




(b)  collect
and receive any and all amounts payable in respect of the obligations
hereunder.




Subject
to the provisions of the Security Documents and the Intercreditor Agreement, the
Trustee shall have power to institute and to maintain such suits and proceedings
as it may deem expedient to prevent any impairment of the Collateral by any acts
which may be unlawful or in violation of any of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee, in its sole
discretion, may deem expedient to preserve or protect its interests and the
interests of the Holders in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or compliance with
any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the Lien on







-100-





the
Collateral or be prejudicial to the interests of the Holders or the Trustee).
Nothing in this Section 10.06 shall be considered to impose any such duty or
obligation to act on the part of the Trustee.




SECTION
      10.07.
            Authorization of
      Receipt of Funds by the Trustee Under the Security
      Documents.




Subject
to the provisions of the Intercreditor Agreement, the Trustee is authorized to
receive any funds for the benefit of the Holders distributed under the Security
Documents, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture.




SECTION
      10.08.
            Purchaser
      Protected.




In no
event shall any purchaser in good faith of any property purported to be released
hereunder be bound to ascertain the authority of the Noteholder Collateral Agent
or the Trustee to execute the release or to inquire as to the satisfaction of
any conditions required by the provisions hereof for the exercise of such
authority or to see to the application of any consideration given by such
purchaser or other transferee; nor shall any purchaser or other transferee of
any property or rights permitted by this Article Ten to be sold be under
any obligation to ascertain or inquire into the authority of the Issuer or the
applicable Guarantor to make any such sale or other transfer.




SECTION
      10.09.
            Powers Exercisable by
      Receiver or Trustee.




In case
the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article Ten upon the Issuer or a
Guarantor with respect to the release, sale or other disposition of such
property may be exercised by such receiver or trustee, and an instrument signed
by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Issuer or a Guarantor or of any officer or officers thereof
required by the provisions of this Article Ten; and if the Trustee shall be
in the possession of the Collateral under any provision of this Indenture, then
such powers may be exercised by the Trustee.




SECTION
      10.10.
            Release Upon
      Termination of the Issuer’s
Obligations.




In the
event that the Issuer delivers to the Trustee, in form and substance reasonably
acceptable to it, an Officers’ Certificate certifying that (i) payment in full
of the principal of, together with accrued and unpaid interest (including
additional interest, if any) on, the Notes and all other Obligations under this
Indenture, the Guarantees and the Security Documents that are due and payable at
or prior to the time such principal, together with accrued and unpaid interest,
are paid or (ii) the Issuer shall have exercised its legal defeasance option or
its covenant defeasance option, in each case in compliance with the provisions
of Article Eight, the Trustee shall deliver to the Issuer and the
Noteholder Collateral Agent a notice stating that the Trustee, on behalf of the
Holders, disclaims and gives up any and all rights it has in or to the
Collateral (other than with respect to funds held by the Trustee pursuant to
Article Eight), and







-101-





any
rights it has under the Security Documents, and upon receipt by the Noteholder
Collateral Agent of such notice, the Noteholder Collateral Agent shall be deemed
not to hold a Lien in the Collateral on behalf of the Trustee and shall do or
cause to be done all acts reasonably necessary to release such Lien as soon as
is reasonably practicable.




SECTION
      10.11.
            Noteholder Collateral
      Agent.




(a)  The
Trustee and each of the Holders by acceptance of the Notes hereby designates and
appoints the Noteholder Collateral Agent as its agent under this Indenture, the
Collateral Agreement, the Security Documents and the Intercreditor Agreement and
the Trustee and each of the Holders by acceptance of the Notes hereby
irrevocably authorizes the Noteholder Collateral Agent to take such action on
its behalf under the provisions of this Indenture, the Collateral Agreement, the
Security Documents and the Intercreditor Agreement and to exercise such powers
and perform such duties as are expressly delegated to the Noteholder Collateral
Agent by the terms of this Indenture, the Collateral Agreement, the Security
Documents and the Intercreditor Agreement, together with such powers as are
reasonably incidental thereto.  The Noteholder Collateral Agent agrees
to act as such on the express conditions contained in this Section
10.11.  The provisions of this Section 10.11 are solely for the
benefit of the Noteholder Collateral Agent and none of the Trustee, any of the
Holders nor any of the Grantors shall have any rights as a third party
beneficiary of any of the provisions contained herein other than as expressly
provided in Section 10.03.  Notwithstanding any provision to the
contrary contained elsewhere in this Indenture, the Collateral Agreement, the
Security Documents and the Intercreditor Agreement, the Noteholder Collateral
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Noteholder Collateral Agent have or be deemed to
have any fiduciary relationship with the Trustee, any Holder or any Grantor, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Indenture, the Collateral Agreement, the
Security Documents and the Intercreditor Agreement or otherwise exist against
the Noteholder Collateral Agent.  Without limiting the generality of
the foregoing sentence, the use of the term “agent” in this Indenture with
reference to the Noteholder Collateral Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law.  Instead, such term is used merely as
a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting
parties.  Except as expressly otherwise provided in this Indenture,
the Noteholder Collateral Agent shall have and may use its sole discretion with
respect to exercising or refraining from exercising any discretionary rights or
taking or refraining from taking any actions which the Noteholder Collateral
Agent is expressly entitled to take or assert under this Indenture, the
Collateral Agreement, the Security Documents and the Intercreditor Agreement,
including the exercise of remedies pursuant to Article Six, and any action so
taken or not taken shall be deemed consented to by the Trustee and the
Holders.




(b)  The
Noteholder Collateral Agent may execute any of its duties under this Indenture,
the Security Documents or the Intercreditor Agreement by or through agents,
employees, attorneys-in-fact or through its Related Persons and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  The Noteholder Collateral Agent shall







-102-





not be
responsible for the negligence or misconduct of any agent, employee,
attorney-in-fact or Related Person that it selects as long as such selection was
made without negligence or willful misconduct.




(c)  None of
the Noteholder Collateral Agent, any of its respective Related Persons shall
(i) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Indenture or the transactions contemplated
hereby (except for its own negligence or willful misconduct) or under or in
connection with the Collateral Agreement, any Security Document or Intercreditor
Agreement or the transactions contemplated thereby (except for its own
negligence or willful misconduct), or (ii) be responsible in any manner to any
of the Trustee or any Holder for any recital, statement, representation,
warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate
of any Grantor, or any officer or Related Person thereof, contained in this or
any Indenture, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Noteholder Collateral Agent
under or in connection with, this or any other Indenture, the Collateral
Agreement, the Security Documents or the Intercreditor Agreement, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this or
any other Indenture, the Collateral Agreement, the Security Documents or the
Intercreditor Agreement, or for any failure of any Grantor or any other party to
this Indenture, the Collateral Agreement, the Security Documents or the
Intercreditor Agreement to perform its obligations hereunder or
thereunder.  None of the Noteholder Collateral Agent or any of its
respective Related Persons shall be under any obligation to the Trustee or any
Holder to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this or any other Indenture, the
Collateral Agreement, the Security Documents or the Intercreditor Agreement or
to inspect the properties, books, or records of any Grantor or any Grantor’s
Affiliates.




(d)  The
Noteholder Collateral Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex, or telephone
message, statement, or other document or conversation believed by it to be
genuine and correct and to have been signed, sent, or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including, without
limitation, counsel to any Grantor), independent accountants and other experts
and advisors selected by the Noteholder Collateral Agent.  The
Noteholder Collateral Agent shall be fully justified in failing or refusing to
take any action under this or any other Indenture, the Security Documents or the
Intercreditor Agreement unless it shall first receive such advice or concurrence
of the Trustee as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Holders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.  The Noteholder Collateral Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this or any
other Indenture, the Security Documents or the Intercreditor Agreement in
accordance with a request or consent of the Trustee and such request and any
action taken or failure to act pursuant thereto shall be binding upon all of the
Holders.




(e)  The
Noteholder Collateral Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default, unless the Noteholder
Collateral







-103-





Agent
shall have received written notice from the Trustee or a Grantor referring to
this Indenture, describing such Default or Event of Default and stating that
such notice is a “notice of default.”  The Noteholder Collateral Agent
shall take such action with respect to such Default or Event of Default as may
be requested by the Trustee in accordance with Article Six (subject to
Section 10.11); provided, however, that unless and
until the Noteholder Collateral Agent has received any such request, the
Noteholder Collateral Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable.




(f)  U.S. Bank
National Association and its respective Affiliates (and any successor Noteholder
Collateral Agent and its affiliates) may make loans to, issue letters of credit
for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with any Grantor and its Affiliates as though it
was not the Noteholder Collateral Agent hereunder and without notice to or
consent of the Trustee.  The Trustee and the Holders acknowledge that,
pursuant to such activities, U.S. Bank National Association or its respective
Affiliates (and any successor Noteholder Collateral Agent and its affiliates)
may receive information regarding any Grantor or its Affiliates (including
information that may be subject to confidentiality obligations in favor of any
such Grantor or such Affiliate) and acknowledge that the Noteholder Collateral
Agent shall not be under any obligation to provide such information to the
Trustee or the Holders. Nothing herein shall impose or imply any obligation on
the part of the U.S. Bank National Association (or any successor Noteholder
Collateral Agent) to advance funds.




(g)  The
Noteholder Collateral Agent may resign at any time upon thirty (30) days prior
written notice to the Trustee and the Grantors, such resignation to be effective
upon the acceptance of a successor agent to its appointment as Noteholder
Collateral Agent.  If the Noteholder Collateral Agent resigns under
this Indenture, the Trustee, subject to the consent of the Issuer (which shall
not be unreasonably withheld and which shall not be required during a continuing
Event of Default), shall appoint a successor Noteholder Collateral
Agent.  If no successor noteholder collateral agent is appointed prior
to the intended effective date of the resignation of the Noteholder Collateral
Agent (as stated in the notice of resignation), the Noteholder Collateral Agent
may appoint, after consulting with the Trustee, subject to the consent of the
Issuer (which shall not be unreasonably withheld and which shall not be required
during a continuing Event of Default), a successor noteholder collateral
agent.  If no successor noteholder collateral agent is appointed and
consented to by the Issuer pursuant to the preceding sentence within thirty (30)
days after the intended effective date of resignation (as stated in the notice
of resignation) the Noteholder Collateral Agent shall be entitled to petition a
court of competent jurisdiction to appoint a successor.  Upon the
acceptance of its appointment as successor noteholder collateral agent
hereunder, such successor noteholder collateral agent shall succeed to all the
rights, powers and duties of the retiring Noteholder Collateral Agent, and the
term “Noteholder Collateral Agent” shall mean such successor noteholder
collateral agent, and the retiring Noteholder Collateral Agent’s appointment,
powers and duties as the Noteholder Collateral Agent shall be
terminated.  After the retiring Noteholder Collateral Agent’s
resignation hereunder, the provisions of this Section 10.11 (and
Section 10.13) shall continue to inure to its benefit and the retiring
Noteholder Collateral Agent shall not by reason of such







-104-





resignation
be deemed to be released from liability as to any actions taken or omitted to be
taken by it while it was the Noteholder Collateral Agent under this
Indenture.




(h)  The
Trustee shall initially act as Noteholder Collateral Agent and shall be
authorized to appoint co-Noteholder Collateral Agents as necessary in its sole
discretion. Except as otherwise explicitly provided herein or in the Security
Documents or the Intercreditor Agreement, neither the Noteholder Collateral
Agent nor any of its respective officers, directors, employees or agents or
other Related Persons shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.  The Noteholder Collateral Agent shall
be accountable only for amounts that it actually receives as a result of the
exercise of such powers, and neither the Noteholder Collateral Agent nor any of
its officers, directors, employees or agents shall be responsible for any act or
failure to act hereunder, except for its own willful misconduct, gross
negligence or bad faith.




(i)  The
Trustee, as such and as Noteholder Collateral Agent, is authorized and directed
to (i) enter into the Collateral Agreement and the Security Documents, (ii)
enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as
set forth in the Collateral Agreement and the Security Documents and the
Intercreditor Agreement and (iv) perform and observe its obligations under the
Collateral Agreement and the Security Documents and the Intercreditor
Agreement.




(j)  The
Trustee agrees that it shall not (and shall not be obliged to), and shall not
instruct the Noteholder Collateral Agent to, unless specifically requested to do
so by a majority of the Holders, take or cause to be taken any action to enforce
its rights under this Indenture or against any Grantor, including the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral.




If at any
time or times the Trustee shall receive (i) by payment, foreclosure, set-off or
otherwise, any proceeds of Collateral or any payments with respect to the
Obligations arising under, or relating to, this Indenture, except for any such
proceeds or payments received by the Trustee from the Noteholder Collateral
Agent pursuant to the terms of this Indenture, or (ii) payments from the
Noteholder Collateral Agent in excess of the amount required to be paid to the
Trustee pursuant to Article Six, the Trustee shall promptly turn the same over
to the Noteholder Collateral Agent, in kind, and with such endorsements as may
be required to negotiate the same to the Noteholder Collateral
Agent.




(k)  The
Trustee is each Holder’s agent for the purpose of perfecting the Holders’
security interest in assets which, in accordance with Article 9 of the Uniform
Commercial Code can be perfected only by possession.  Should the
Trustee obtain possession of any such Collateral, upon request from the Issuer,
the Trustee shall notify the Noteholder Collateral Agent thereof, and, promptly
upon the Noteholder Collateral Agent’s request therefor shall deliver such
Collateral to the Noteholder Collateral Agent or otherwise deal with such
Collateral in accordance with the Noteholder Collateral Agent’s
instructions.







-105-





(l)  The
Noteholder Collateral Agent shall have no obligation whatsoever to the Trustee
or any of the Holders to assure that the Collateral exists or is owned by any
Grantor or is cared for, protected, or insured or has been encumbered, or that
the Noteholder Collateral Agent’s Liens have been properly or sufficiently or
lawfully created, perfected, protected, maintained or enforced or are entitled
to any particular priority, or to determine whether all or the Grantor’s
property constituting collateral intended to be subject to the Lien and security
interest of the Security Documents has been properly and completely listed or
delivered, as the case may be, or the genuineness, validity, marketability or
sufficiency thereof or title thereto, or to exercise at all or in any particular
manner or under any duty of care, disclosure, or fidelity, or to continue
exercising, any of the rights, authorities, and powers granted or available to
the Noteholder Collateral Agent pursuant to this Indenture, any Security
Document or the Intercreditor Agreement, it being understood and agreed that in
respect of the Collateral, or any act, omission, or event related thereto, the
Noteholder Collateral Agent may act in any manner it may deem appropriate, in
its sole discretion given the Noteholder Collateral Agent’s own interest in the
Collateral and that the Noteholder Collateral Agent shall have no other duty or
liability whatsoever to the Trustee or any Holder as to any of the
foregoing.




(m)  If the
Issuer (i) incurs any obligations in respect of Lenders Debt at any time when no
intercreditor agreement is in effect or at any time when Indebtedness
constituting Lenders Debt entitled to the benefit of an existing Intercreditor
Agreement is concurrently retired, and (ii) delivers to the Noteholder
Collateral Agent an Officers’ Certificate so stating and requesting the
Noteholder Collateral Agent to enter into an intercreditor agreement (on
substantially the same terms as the Intercreditor Agreement) in favor of a
designated agent or representative for the holders of the Lenders Debt so
incurred, the Noteholder Collateral Agent shall (and is hereby authorized and
directed to) enter into such intercreditor agreement (at the sole expense and
cost of the Issuer, including legal fees and expenses of the Noteholder
Collateral Agent), bind the Holders on the terms set forth therein and perform
and observe its obligations thereunder.




(n)  No
provision of this Indenture, the Collateral Agreement, the Intercreditor
Agreement or any Security Document shall require the Noteholder Collateral Agent
(or the Trustee) to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or
thereunder or to take or omit to take any action hereunder or thereunder or take
any action at the request or direction of Holders (or the Trustee in the case of
the Noteholder Collateral Agent) if it shall have reasonable grounds for
believing that repayment of such funds is not assured to it.




(o)  The
Noteholder Collateral Agent (i) shall not be liable for any action it takes or
omits to take in good faith which it reasonably believes to be authorized or
within its rights or powers, or for any error of judgment made in good faith by
a Responsible Officer, unless it is proved that the Noteholder Collateral Agent
was grossly negligent in ascertaining the pertinent facts, (ii) shall not be
liable for interest on any money received by it except as the Noteholder
Collateral Agent may agree in writing with the Issuer (and Money held in trust
by the Noteholder Collateral Agent need not be segregated from other funds
except to the extent required by law), (iii) may consult with counsel of its
selection and the advice or opinion of such







-106-





counsel
as to matters of law shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it in good
faith and in accordance with the advice or opinion of such counsel. The grant of
permissive rights or powers to the Noteholder Collateral Agent shall not be
construed to impose duties to act.




(p)  Neither
the Noteholder Collateral Agent nor the Trustee shall be liable for delays or
failures in performance resulting from acts beyond its control.  Such
acts shall include but not be limited to acts of God, strikes, lockouts, riots,
acts of war, epidemics, governmental regulations superimposed after the fact,
fire, communication line failures, computer viruses, power failures, earthquakes
or other disasters.  Neither the Noteholder Collateral Agent nor the
Trustee shall be liable for any indirect, special or consequential damages
(included but not limited to lost profits) whatsoever, even if it has been
informed of the likelihood thereof and regardless of the form of
action.




SECTION
      10.12.
            Designations.




Except as
provided in the next sentence, for purposes of the provisions hereof and the
Intercreditor Agreement requiring the Issuer to designate Indebtedness for the
purposes of the terms “Lenders Debt” and “Other Pari Passu Lien Obligations” or
any other such designations hereunder or under the Intercreditor Agreement, any
such designation shall be sufficient if the relevant designation is set forth in
writing, signed on behalf of the Issuer by an Officer and delivered to the
Trustee, the Noteholder Collateral Agent and the Bank Collateral
Agent.  For all purposes hereof and the Intercreditor Agreement, the
Issuer hereby designates the Obligations pursuant to the Credit Agreement as
“Lenders Debt.”




SECTION
      10.13.
            Compensation and
      Indemnity.




The
Noteholder Collateral Agent shall be entitled to the compensation and indemnity
set forth in Section 7.07 (with the references to the Trustee therein being
deemed to refer to the Noteholder Collateral Agent).




SECTION
      10.14.
            Intercreditor
      Agreement, Collateral Agreement and Other Security
      Documents.




The
Trustee and Noteholder Collateral Agent is each hereby directed and authorized
to execute and deliver the Intercreditor Agreement, the Collateral Agreement and
any other Security Documents in which it is named as a party.  It is
hereby expressly acknowledged and agreed that, in doing so, the Trustee and the
Noteholder Collateral Agent are not responsible for the terms or contents of
such agreements, or for the validity or enforceability thereof, or the
sufficiency thereof for any purpose. Whether or not so expressly stated therein,
in entering into, or taking (or forbearing from) any action under pursuant to,
the Intercreditor Agreement, the Collateral Agreement or any other Security
Documents, the Trustee and Noteholder Collateral Agent each shall have all of
the rights, immunities, indemnities and other protections granted to it under
this Indenture (in addition to those that may be granted to it under the terms
of such other agreement or agreements).







-107-





ARTICLE
ELEVEN









NOTE
GUARANTEE




SECTION
      11.01.
            Unconditional
      Guarantee.




Subject
to the provisions of this Article Eleven, each of the Guarantors hereby, jointly
and severally, unconditionally and irrevocably guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and the other
Noteholder Secured Parties and their respective successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes,
the other Note Documents or the obligations of the Issuer or any other
Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties
hereunder or thereunder:  (a) (x) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes when and
as the same shall become due and payable, whether at maturity, upon redemption
or repurchase, by acceleration or otherwise, (y) the due and punctual
payment of interest on the overdue principal and (to the extent permitted by
law) interest, if any, on the Notes and (z) the due and punctual payment
and performance of all other obligations of the Issuer and all other obligations
of the other Guarantors (including under the Note Guarantees) under the Note
Documents, in each case, to the Holders, the Trustee or the other Noteholder
Secured Parties hereunder or thereunder (including amounts due the Trustee or
the Noteholder Collateral Agent under Section 7.07 or Section 10.13,
respectively, hereof), all in accordance with the terms hereof and thereof
(collectively, the “Guarantee
Obligations”); and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, the due and punctual
payment and performance of Guarantee Obligations in accordance with the terms of
the extension or renewal, whether at maturity, upon redemption or repurchase, by
acceleration or otherwise.  Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture, under the Notes or under the other Note Documents,
for whatever reason, each Guarantor shall be obligated to pay, or to perform or
cause the performance of, the same immediately.  A Default under this
Indenture, the Notes or the other Note Documents shall constitute an event of
default under the Note Guarantees, and shall entitle the Holders of Notes to
accelerate the obligations of the Guarantors thereunder in the same manner and
to the same extent as the obligations of the Issuer.




Each of
the Guarantors hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes, this Indenture or the Note Documents, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Issuer, any action to enforce the same,
whether or not a Note Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor.  To the fullest extent permitted by law, each
of the Guarantors hereby waives the benefit of diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever and covenants that its Note Guarantee
shall not be







-108-





discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and this Note Guarantee and the other Note Documents.  This
Note Guarantee is a guarantee of payment and not of collection.  If
any Holder or the Trustee or the Noteholder Collateral Agent is required by any
court or otherwise to return to the Issuer or to any Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to
the Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
of Notes and the Trustee and the Noteholder Collateral Agent, on the other hand,
(a) subject to this Article Eleven, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such
obligations as provided in Article Six hereof, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee.




SECTION
      11.02.
            Subordination.




The
Issuer and each Guarantor hereby agree that all Indebtedness and other monetary
obligations owed by it to the Issuer or any Restricted Subsidiary of the Issuer
shall be fully subordinated to the indefeasible payment in full in cash of the
obligations with respect to the Note Documents.




SECTION
      11.03.
            Limitation on
      Guarantor Liability.




Each
Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, foreign or state law to the extent
applicable to any Note Guarantee.  To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Guarantor under its Note
Guarantee and this Article Eleven shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including any guarantee under the Credit Agreement)  that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other Guarantor
under this Article Eleven, result in the obligations of such Guarantor under its
Note Guarantee not constituting a fraudulent transfer or
conveyance.  Each Subsidiary Guarantor that makes a payment for
distribution under its Note Guarantee is entitled to a contribution from each
other Subsidiary Guarantor in a pro rata amount based on the
adjusted net assets of each Subsidiary Guarantor.




SECTION
      11.04.
            Execution and Delivery
      of Note Guarantee.




To
further evidence its Note Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Note Guarantee, substantially in the form
of Exhibit
F







-109-





hereto,
shall be endorsed on each Note authenticated and delivered by the
Trustee.  Such Note Guarantee shall be executed on behalf of each
Guarantor by either manual or facsimile signature of one Officer or other person
duly authorized by all necessary corporate action of each Guarantor who shall
have been duly authorized to so execute by all requisite corporate
action.  The validity and enforceability of any Note Guarantee shall
not be affected by the fact that it is not affixed to any particular
Note.




Each of
the Guarantors hereby agrees that its Note Guarantee set forth in Section 11.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Note Guarantee.




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




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




SECTION
      11.05.
            Release of a
      Subsidiary Guarantor.




A
Subsidiary Guarantor shall be released from its obligations under its Note
Guarantee and its obligations under this Indenture and the Registration Rights
Agreement:




(1)  in the
event of a sale or other disposition of all or substantially all of the assets
of such Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the Equity Interests of such Subsidiary
Guarantor then held by the Issuer and the Restricted Subsidiaries;
or




(2)  if such
Subsidiary Guarantor is designated as an Unrestricted Subsidiary or otherwise
ceases to be a Restricted Subsidiary, in each case in accordance with the
provisions of this Indenture, upon effectiveness of such designation or when it
first ceases to be a Restricted Subsidiary, respectively; or




(3)  if the
Issuer exercises its legal defeasance option or its covenant defeasance option
pursuant to Section 8.02 and 8.03 or if the Issuer’s obligations under the
Indenture are discharged in accordance Section 8.01.




The
Trustee shall execute an appropriate instrument prepared by the Issuer
evidencing the release of a Guarantor from its obligations under its Note
Guarantee upon receipt of a request by the Issuer or such Guarantor accompanied
by an Officers’ Certificate and an Opinion of Counsel certifying as to the
compliance with this Section 11.05; provided, however, that the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers’ Certificates of the Issuer.







-110-





Except as
set forth in Articles Four and Five and this Section 11.05, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Guarantor with or into the Issuer or another Guarantor or shall prevent any
sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Issuer or another Guarantor.




SECTION
      11.06.
            Waiver of
      Subrogation.




Until
this Indenture is discharged and all of the Notes are discharged and paid in
full, each Guarantor hereby irrevocably waives and agrees not to exercise any
claim or other rights which it may now or hereafter acquire against the Issuer
or any other Guarantor that arise from the existence, payment, performance or
enforcement of the Issuer’s obligations or any other Guarantor’s obligations, in
each case under the Notes or this Indenture or the other Note Documents and such
Guarantor’s obligations under this Note Guarantee and this Indenture or the
other Note Documents, in any such instance including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
and any right to participate in any claim or remedy of the Holders or other
Noteholder Secured Parties against the Issuer or any other Guarantor, whether or
not such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Issuer or any other Guarantor, directly or indirectly, in cash or other assets
or by set-off or in any other manner, payment or security on account of such
claim or other rights.  If any amount shall be paid to any Guarantor
in violation of the preceding sentence and any amounts owing to the Trustee or
the Holders of Notes or other Noteholder Secured Parties under the Notes, this
Indenture, the other Note Documents or any other document or instrument
delivered under or in connection with such agreements or instruments, shall not
have been paid in full, such amount shall have been deemed to have been paid to
such Guarantor for the benefit of, and held in trust for the benefit of, the
Trustee or the Holders or the other Noteholder Secured Parties and shall
forthwith be paid to the Trustee for the benefit of itself or such Holders or
other Noteholder Secured Parties to be credited and applied to the obligations
in favor of the Trustee or the Holders or other Noteholder Secured Parties, as
the case may be, whether matured or unmatured, in accordance with the terms of
this Indenture.  Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and that the waiver set forth in this Section 11.06 is knowingly
made in contemplation of such benefits.




SECTION
      11.07.
            Immediate
      Payment.




Each
Guarantor agrees to make immediate payment to the Trustee on behalf of the
Holders of all Guarantee Obligations owing or payable to the respective Holders
upon receipt of a demand for payment therefor by the Trustee to such Guarantor
in writing.




SECTION
      11.08.
            No
      Set-Off.




Each
payment to be made by a Guarantor hereunder in respect of the Guarantee
Obligations shall be payable in the currency or currencies in which such
Guarantee Obligations are denominated, and, to the fullest extent permitted by
law, shall be made without set-off, counterclaim, reduction or diminution of any
kind or nature.







-111-





SECTION
      11.09.
            Guarantee Obligations
      Absolute.




The
obligations of each Guarantor hereunder are and shall be absolute and
unconditional and any monies or amounts expressed to be owing or payable by each
Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Note Guarantee shall be recoverable from such Guarantor as a primary
obligor and principal debtor in respect thereof.




SECTION
      11.10.
            Note Guarantee
      Obligations Continuing.




The
obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all such obligations have been paid and satisfied in
full.  Each Guarantor agrees with the Trustee that it will from time
to time deliver to the Trustee suitable acknowledgments of this continued
liability hereunder and under any other instrument or instruments in such form
as counsel to the Trustee may advise and as will prevent any action brought
against it in respect of any default hereunder being barred by any statute of
limitations now or hereafter in force and, in the event of the failure of a
Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and
agent of such Guarantor to make, execute and deliver such written acknowledgment
or acknowledgments or other instruments as may from time to time become
necessary or advisable, in the judgment of the Trustee on the advice of counsel,
to fully maintain and keep in force the liability of such Guarantor
hereunder.




SECTION
      11.11.
            Note Guarantee
      Obligations Not Reduced.




The
obligations of each Guarantor hereunder shall not be satisfied, reduced or
discharged solely by the payment of such principal, premium, if any, interest,
fees and other monies or amounts as may at any time prior to discharge of this
Indenture pursuant to Article Eight be or become owing or payable under or by
virtue of or otherwise in connection with the Notes or this Indenture or the
other Note Documents.




SECTION
      11.12.
            Note Guarantee
      Obligations Reinstated.




The
obligations of each Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would
otherwise have reduced the obligations of any Guarantor hereunder (whether such
payment shall have been made by or on behalf of the Issuer or by or on behalf of
a Guarantor) is rescinded or reclaimed from any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Issuer or any
Guarantor or otherwise, all as though such payment had not been
made.  If demand for, or acceleration of the time for, payment by the
Issuer or any other Guarantor is stayed upon the insolvency, bankruptcy,
liquidation or reorganization of the Issuer or such Guarantor, all such
Indebtedness otherwise subject to demand for payment or acceleration shall
nonetheless be payable by each Guarantor as provided herein.







-112-





SECTION
      11.13.
            Note Guarantee
      Obligations Not Affected.




To the
fullest extent permitted by law, the obligations of each Guarantor hereunder
shall not be affected, impaired or diminished in any way by any act, omission,
matter or thing whatsoever, occurring before, upon or after any demand for
payment hereunder (and whether or not known or consented to by any Guarantor or
any of the Holders) which, but for this provision, might constitute a whole or
partial defense to a claim against any Guarantor hereunder or might operate to
release or otherwise exonerate any Guarantor from any of its obligations
hereunder or otherwise affect such obligations, whether occasioned by default of
any of the Holders or otherwise, including, without limitation:




(a)  any
limitation of status or power, disability, incapacity or other circumstance
relating to the Issuer or any other Person, including any insolvency,
bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
winding-up or other proceeding involving or affecting the Issuer or any other
Person;




(b)  any
irregularity, defect, unenforceability or invalidity in respect of any
Indebtedness or other obligation of the Issuers or any other Person under this
Indenture, the Notes, other Note Documents or any other document or
instrument;




(c)  any
failure of the Issuer or any other Guarantor, whether or not without fault on
its part, to perform or comply with any of the provisions of this Indenture, the
Notes, other Note Documents or any Note Guarantee, or to give notice thereof to
a Guarantor;




(d)  the
taking or enforcing or exercising or the refusal or neglect to take or enforce
or exercise any right or remedy from or against the Issuer or any other Person
or their respective assets or the release or discharge of any such right or
remedy;




(e)  the
granting of time, renewals, extensions, compromises, concessions, waivers,
releases, discharges and other indulgences to the Issuer or any other
Person;




(f)  any
change in the time, manner or place of payment of, or in any other term of, any
of the Notes, or any other amendment, variation, supplement, replacement or
waiver of, or any consent to departure from, any of the Notes or this Indenture,
including, without limitation, any increase or decrease in the principal amount
of or premium, if any, or interest on any of the Notes;




(g)  any
change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Issuer or a Guarantor;




(h)  any
merger or amalgamation of the Issuer or a Guarantor with any Person or
Persons;




(i)  the
occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority or
court amending, varying, reducing or otherwise affecting, or purporting to
amend, vary, reduce or







-113-





otherwise
affect, any of the Guarantee Obligations or the obligations of a Guarantor under
its Note Guarantee; and




(j)  any other
circumstance, including release of a Guarantor pursuant to Section 11.05 (other
than by complete, irrevocable payment) that might otherwise constitute a legal
or equitable discharge or defense of the Issuer under this Indenture or the
Notes or of a Guarantor in respect of its Note Guarantee hereunder.




SECTION
      11.14.
            Waiver.




Without
in any way limiting the provisions of Section 11.01, each Guarantor hereby
waives notice of acceptance hereof, notice of any liability of any Guarantor
hereunder, notice or proof of reliance by the Holders upon the obligations of
any Guarantor hereunder, and diligence, presentment, demand for payment on the
Issuer, protest, notice of dishonor or non-payment of any of the Guarantee
Obligations, or other notice or formalities to the Issuer or any Guarantor of
any kind whatsoever.




SECTION
      11.15.
            No Obligation to Take
      Action Against the Issuers.




Neither
the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies against the Issuer or any other Person or any property of
the Issuer or any other Person before the Trustee is entitled to demand payment
and performance by any or all Guarantors of their liabilities and obligations
under their Note Guarantees or under this Indenture.




SECTION
      11.16.
            Dealing with the
      Issuer and Others.




The
Holders, without releasing, discharging, limiting or otherwise affecting in
whole or in part the obligations and liabilities of any Guarantor hereunder and
without the consent of or notice to any Guarantor, may




(a)  grant
time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Issuer or any other Person;




(b)  take or
abstain from taking security or collateral from the Issuer or from perfecting
security or collateral of the Issuers;




(c)  release,
discharge, compromise, realize, enforce or otherwise deal with or do any act or
thing in respect of (with or without consideration) any and all collateral,
mortgages or other security given by the Issuer or any third party with respect
to the obligations or matters contemplated by this Indenture or the
Notes;




(d)  accept
compromises or arrangements from the Issuer;







-114-





(e)  apply all
monies at any time received from the Issuer or from any security upon such part
of the Guarantee Obligations as the Holders may see fit or change any such
application in whole or in part from time to time as the Holders may see fit;
and




(f)  otherwise
deal with, or waive or modify their right to deal with, the Issuers and all
other Persons and any security as the Holders or the Trustee may see
fit.




SECTION
      11.17.
            Default and
      Enforcement.




If any
Guarantor fails to pay in accordance with Section 11.07 hereof, the Trustee
may proceed in its name as trustee hereunder in the enforcement of the Note
Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and
hereunder by any remedy provided by law, whether by legal proceedings or
otherwise, and to recover from such Guarantor the obligations.




SECTION
      11.18.
            Acknowledgment.




Each
Guarantor hereby acknowledges communication of the terms of this Indenture and
the Notes and consents to and approves of the same.




SECTION
      11.19.
            Costs and
      Expenses.




Each
Guarantor shall pay on demand by the Trustee or Noteholder Collateral Agent any
and all reasonable costs, fees and expenses (including, without limitation,
reasonable legal fees on a solicitor and client basis) incurred by the Trustee
or Noteholder Collateral Agent, its agents, advisors and counsel or any of the
Holders in enforcing any of their rights under any Note Guarantee.




SECTION
      11.20.
            No Merger or Waiver;
      Cumulative Remedies.




No Note
Guarantee shall operate by way of merger of any of the obligations of a
Guarantor under any other agreement, including, without limitation, this
Indenture.  No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, remedy, power or privilege
hereunder or under this Indenture or the Notes, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Notes preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges in the Note
Guarantee and under this Indenture, the Notes and any other document or
instrument between a Guarantor and/or the Issuers and the Trustee are cumulative
and not exclusive of any rights, remedies, powers and privilege provided by
law.




SECTION
      11.21.
            Survival of Note
      Guarantee Obligations.




Without
prejudice to the survival of any of the other obligations of each Guarantor
hereunder, the obligations of each Guarantor under Section 11.01 shall survive
the payment in full of the Guarantee Obligations and shall be enforceable
against such Guarantor, to







-115-





the
fullest extent permitted by law, without regard to and without giving effect to
any defense, right of offset or counterclaim available to or which may be
asserted by the Issuers or any Guarantor.




SECTION
      11.22.
            Note Guarantee in
      Addition to Other Guarantee
Obligations.




The
obligations of each Guarantor under its Note Guarantee and this Indenture are in
addition to and not in substitution for any other obligations to the Trustee or
to any of the Holders in relation to this Indenture or the Notes and any
guarantees or security at any time held by or for the benefit of any of
them.




SECTION
      11.23.
            Severability.




Any
provision of this Article Eleven which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction unless its removal
would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article Eleven.




SECTION
      11.24.
            Successors and
      Assigns.




Each Note
Guarantee shall be binding upon and inure to the benefit of each Guarantor and
the Trustee and the other Holders and other Noteholder Secured Parties and their
respective successors and permitted assigns, except that no Guarantor may assign
any of its obligations hereunder or thereunder.









ARTICLE
TWELVE









MISCELLANEOUS




SECTION
      12.01.
            Trust Indenture Act
      Controls.




If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the
Trust Indenture Act, such required or deemed provision shall
control.




SECTION
      12.02.
            Notices.




Any
notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telex, by
nationally recognized overnight courier service, by telecopier or registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows:







-116-





if to the
Issuer or a Guarantor:




c/o Ply
Gem Industries, Inc.




5020
Weston Parkway, Suite 400




Cary, NC
27513




Attention:  Chief
Financial Officer









Telephone:                                (919)
677-4020




Facsimile:                                (919)
677-3913




if to the
Trustee or Noteholder Collateral Agent:




U.S. Bank
National Association


60
Livingston Avenue


EP-MN-WS3C


St. Paul,
MN 55107-2292




Attention:  Corporate
Trust Department









Telephone:                                (651)
495-3918




Facsimile:                                (651)
495-8097




Each of
the Issuer and the Trustee and Noteholder Collateral Agent by written notice to
each other such Person may designate additional or different addresses for
notices to such Person.  Any notice or communication to the Issuer and
the Trustee and Noteholder Collateral Agent, shall be deemed to have been given
or made as of the date so delivered if personally delivered; when replied to;
when receipt is acknowledged, if telecopied; five (5) calendar days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee); and next Business Day if by nationally
recognized overnight courier service.




Any
notice or communication mailed to a Holder shall be mailed to him by first class
mail or other equivalent means at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.




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




SECTION
      12.03.
            Communications by
      Holders with Other Holders.




Holders
may communicate pursuant to Trust Indenture Act § 312(b) with other Holders
with respect to their rights under this Indenture, the Notes or the Note
Guarantees.  The Issuer, the Trustee, the Registrar and any other
Person shall have the protection of Trust Indenture Act
§ 312(c).







-117-





SECTION
      12.04.
            Certificate and
      Opinion as to Conditions
Precedent.




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




(1)  an
Officers’ Certificate, in form and substance reasonably satisfactory to the
Trustee, stating that, in the opinion of the signers, all conditions precedent
to be performed or effected by the Issuer, if any, provided for in this
Indenture relating to the proposed action have been complied with;
and




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




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 the Officers’ Certificate required by
Section 4.06, shall include:




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




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




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




(4)  a
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with respect to
matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or
certificates of public officials.




SECTION
      12.06.
            Rules by Paying Agent
      or Registrar.




The
Paying Agent or Registrar may make reasonable rules and set reasonable
requirements for their functions.




SECTION
      12.07.
            Legal
      Holidays.




If a
payment date is not a Business Day, payment may be made on the next succeeding
day that is a Business Day.







-118-





SECTION
      12.08.
            Governing
      Law.




This
Indenture, the Notes and the Note Guarantees will be governed by and construed
in accordance with the laws of the State of New York.




SECTION
      12.09.
            No Adverse
      Interpretation of Other
Agreements.




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




SECTION
      12.10.
            No Recourse Against
      Others.




No
director, officer, employee, incorporator, stockholder, member or manager of the
Issuer or any Guarantor shall have any liability for any obligations of the
Issuer under the Notes or this Indenture or of any Guarantor under its Note
Guarantee or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation.  Each Holder of Notes
by accepting a Note waives and releases all such liability.  Such
waiver and release are part of the consideration for issuance of the
Notes.




SECTION
      12.11.
            Successors.




All
agreements of the Issuer and the Guarantors in this Indenture, the Notes and the
Note Guarantees shall bind their respective successors.  All
agreements of the Trustee and Noteholder Collateral Agent in this Indenture
shall bind their respective successors.




SECTION
      12.12.
            Duplicate
      Originals.




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




SECTION
      12.13.
            Severability.




To the
extent permitted by applicable law, in case any one or more of the provisions in
this Indenture, in the Notes or in the Note Guarantees shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.




SECTION
      12.14.
            Senior
      Indebtedness.




The
Issuer and each Guarantor hereby designate the obligations with respect to the
Note Documents as senior Indebtedness which is senior in right of payment in
full in cash to any subordinated Indebtedness of the Issuer or any Guarantor.
The Issuer and each Guarantor further designate the obligations with respect to
the Note Documents as Designated Senior Debt







-119-





(as
defined in the 9% Notes Indenture) for all purposes of the 9% Notes Indenture,
the notes and note guarantees issued thereunder and related documents
thereto.




SECTION
      12.15.
            Intercreditor
      Agreement Governs.




Reference
is made to the Intercreditor Agreement.  Each Holder, by its
acceptance of a Note, (a) consents to the subordination of Liens provided for in
the Intercreditor Agreement, (b) agrees that it will be bound by and will take
no actions contrary to the provisions of the Intercreditor Agreement and (c)
authorizes and instructs the Trustee and Noteholder Collateral Agent to enter
into the Intercreditor Agreement as Trustee and Noteholder Collateral Agent,
respectively, and on behalf of such Holder.  The foregoing provisions
are intended as an inducement to the lenders under the Credit Agreement to
extend credit and such lenders are intended third party beneficiaries of such
provisions and the provisions of the Intercreditor Agreement.












-120-





SIGNATURES




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






PLY GEM
INDUSTRIES, INC., as Issuer




By:






Name:






Title:






PLY GEM
HOLDINGS, INC., as Guarantor




By:






Name:






Title:




GREAT
LAKES WINDOW, INC.


KROY
BUILDING PRODUCTS, INC.


NAPCO,
INC.


VARIFORM,
INC.


MWM
HOLDING, INC.


MW
MANUFACTURERS INC.


AWC
HOLDING COMPANY


ALENCO
HOLDING CORPORATION


AWC
ARIZONA, INC.


ALENCO
INTERESTS, L.L.C.


ALENCO
EXTRUSION MANAGEMENT, L.L.C.


ALENCO
BUILDING PRODUCTS MANAGEMENT, L.L.C.


ALENCO
TRANS, INC.


GLAZING
INDUSTRIES MANAGEMENT, L.L.C.


NEW
ALENCO EXTRUSION, LTD.


NEW
ALENCO WINDOW, LTD.


NEW
GLAZING INDUSTRIES, LTD.


ALENCO
EXTRUSION GA, L.L.C.


ALUMINUM
SCRAP RECYCLE, L.L.C.


ALENCO
WINDOW GA, L.L.C.


ALCOA
HOME EXTERIORS, INC.


PLY GEM
PACIFIC WINDOWS CORPORATION




,
      each as a Guarantor




By:




Name:




Title:




[Indenture]













U.S. BANK
NATIONAL ASSOCIATION,




as
Trustee and Noteholder Collateral Agent




By:






Name:






Title:













































































































[Indenture]














EXHIBIT
A




[Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]




[Insert
the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture]




PLY GEM
INDUSTRIES, INC.


11.75%
Senior Secured Notes 2013




CUSIP
No.


No.           $




PLY GEM
INDUSTRIES, INC., a Delaware corporation (the “Issuer”), for value received
promises to pay to ____________ or its registered assigns, the principal sum of
                         
[or such other amount as is provided in a schedule attached hereto]1 on June 15, 2013.




Interest
Payment Dates:  June 15 and December 15, commencing December 15,
2008.




Record
Dates:  June 1 and December 1.




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







1
              This
      language should be included only if the Note is issued in global
      form.





A-





IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by its duly authorized officer.




Dated:  June
9, 2008






PLY
      GEM INDUSTRIES, INC., as Issuer




By:






Name:






Title:







A-





FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is
one of the 11.75% Senior Secured Notes due 2013 described in the
within-mentioned Indenture.




Dated:  June
9, 2008




U.S.
      BANK NATIONAL ASSOCIATION,




as
      Trustee




By:






Authorized Signatory







A-





(Reverse
of Note)









11.75%
Senior Secured Notes due 2013




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




SECTION
1.  Interest.  Ply
Gem Industries, Inc., a Delaware corporation (the “Issuer”) promises to pay
interest on the principal amount of this Note at 11.75% per annum from June 9,
2008 until maturity.  The Issuer will pay interest semi-annually on
June 15 and December 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”),
commencing December 15, 2008.  Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of original issuance.  The Issuer shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand to the extent lawful at the interest rate applicable to the Notes; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.




SECTION
2.  Method
of Payment.  The Issuer will pay interest on the Notes to the
Persons who are registered Holders of Notes at the close of business on the
June 1 or December 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  The Notes will be issued in denominations of
$1,000 and integral multiples thereof.  The Issuer shall pay
principal, premium, if any, and interest on the Notes in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts (“U.S. Legal
Tender”).  Principal, premium, if any, and interest on the
Notes will be payable at the office or agency of the Issuer maintained for such
purpose except that, at the option of the Issuer, the payment of interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes; provided that for Holders
that have given wire transfer instructions to the Issuer at least ten Business
Days prior to the applicable payment date, the Issuer will make all payments of
principal, premium and interest by wire transfer of immediately available funds
to the accounts specified by the Holders thereof.  Until otherwise
designated by the Issuer, the Issuer’s office or agency in New York will be the
office of the Trustee maintained for such purpose.




SECTION
3.  Paying
Agent and Registrar.  Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Issuer may change any Paying Agent or Registrar
without notice to any Holder.  Except as provided in the Indenture,
the Issuer or any of their Subsidiaries may act in any such
capacity.




SECTION
4.  Indenture.  The
Issuer issued the Notes under an Indenture dated as of June 9, 2008 (“Indenture”) by and among the
Issuer, the Guarantors, the Trustee and Collateral Agent.  The terms
of the Notes include those stated in the Indenture and those made







A-





part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb) (the “Trust Indenture
Act”).  The Notes are subject to all such terms, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of
such terms.




SECTION
5.  Optional
Redemption.  Except as set forth in Section 6 hereof, the Notes
will not be redeemable at the Issuer’s option prior to April 1, 2011 (the “First Call
Date”).  On or after the First Call Date, the Notes will be
subject to redemption at any time at the option of the Issuer, in whole or in
part, upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon, if any, to the applicable Redemption Date,
if redeemed during the twelve-month period beginning on April 1 of the years
indicated below:




Year
            Percentage2011
            105.875%2012
            102.938%2013
            100.000%





SECTION
6.  Redemption With Proceeds
From Equity Offerings; Redemption Upon a Change of Control; Periodic
Redemptions.  (a)  At any time prior to April 1,
2011, the Issuer may redeem at its option on any one or more occasions up to 35%
of the aggregate principal amount of Notes issued under the Indenture with the
net cash proceeds of one or more Qualified Equity Offerings at a redemption
price equal to 111.75% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest thereon, if any, to the Redemption Date; provided that (i) at least
65% of the aggregate principal amount of Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption and
(ii) such redemption shall occur within 90 days of the date of the closing
of any such Qualified Equity Offering.




(b)           At
any time prior to the First Call Date, the Notes may also be redeemed, in whole
but not in part, at the Issuer’s option, upon the occurrence of a Change of
Control, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to,
the Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment
date).  Such redemption or purchase may be made upon notice mailed by
first-class mail to each Holder’s registered address, not less than 30 nor more
than 60 days prior to the Redemption Date (but in no event more than 90 days
after the occurrence of such Change of Control).  The Issuer may
provide in such notice that payment of such price and performance of the
Issuer’s obligations with respect to such redemption may be performed by another
Person.  Any such notice may be given prior to the occurrence of the
related Change of Control, and any such redemption or notice may, at the
Issuer’s discretion, be subject to the satisfaction of one or more conditions
precedent, including but not limited to the occurrence of the related Change of
Control.




(c)           At
any time prior to the First Call Date, after the completion of a Change of
Control Offer that was accepted by Holders of not less than 75% of the aggregate
principal







A-





amount of
Notes then outstanding, the Issuer may redeem all, but not less than all, of the
Notes not validly tendered in the Change of Control Offer, at a redemption price
equal to 101% of the principal amount, and accrued and unpaid interest, if any,
to the Redemption Date; provided that such redemption
occurs within 90 days after the completion of such Change of Control
Offer.




(d)           Not
more than once in any twelve-month period, the Issuer may redeem up to $70.0
million in principal amount of the Notes at a redemption price of 103% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
Redemption Date.




SECTION
7.  Notice
of Redemption.  Notice of redemption will be mailed by first
class mail at least 30 days but not more than 60 days before the Redemption Date
to each Holder of Notes to be redeemed at its registered
address.  Notes in denominations larger than $1,000 may be redeemed in
part.  If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed.  A new Note in principal amount equal
to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note.  On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called
for redemption.




SECTION
8.  Mandatory
Redemption.For the
avoidance of doubt, an offer to purchase pursuant to Section 9 hereof shall not
be deemed a redemption.  The Issuer shall not be required to make
mandatory redemption payments with respect to the Notes.




SECTION
9.  Repurchase at Option of
Holder.Upon the
occurrence of a Change of Control, and subject to certain conditions set forth
in the Indenture, the Issuer will be required to offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase.




The
Issuer is, subject to certain conditions and exceptions, obligated to make an
offer to purchase Notes at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase, with certain net
cash proceeds of certain sales or other dispositions of assets in accordance
with the Indenture.




SECTION
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 Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.  The Issuer and the Registrar are not
required to transfer or exchange any Note selected for
redemption.  Also, the Issuer and the Registrar are not required to
transfer or exchange any Notes for a period of 15 days before a selection of
Notes to be redeemed.




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







A-





SECTION
12.  Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture, the
Security Documents, Intercreditor Agreement and the Notes may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding, and any existing
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding.  Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture, the Security Documents,
Intercreditor Agreement and the Notes to, among other things, cure any
ambiguity, defect or inconsistency in the Indenture, provide for uncertificated
Notes in addition to certificated Notes, comply with any requirements of the SEC
in connection with the qualification of the Indenture under the Trust Indenture
Act, or make any change that does not materially adversely affect the rights of
any Holder of a Note.




SECTION
13.  Defaults and
Remedies.  If a Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
generally may declare all the Notes to be due and payable
immediately.  Notwithstanding the foregoing, in the case of a Default
arising from certain events of bankruptcy or insolvency as set forth in the
Indenture, with respect to the Issuer, all outstanding Notes will become due and
payable without further action or notice.  Holders of the Notes may
not enforce the Indenture, the Security Documents, Intercreditor Agreement or
the Notes except as provided in the Indenture.  Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee or Noteholder Collateral Agent in its exercise of
any trust or power.  The Trustee and Noteholder Collateral Agent may
withhold from Holders of the Notes notice of any continuing Default (except a
Default relating to the payment of principal or interest including an
accelerated payment or the failure to make a payment on the Change of Control
Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer
or a Default in complying with the provisions of Article Five of the Indenture)
if they determine that withholding notice is in their interest.  The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default and its consequences under the Indenture except
a continuing Default in the payment of interest on, or the principal of, or the
premium on, the Notes.




SECTION
14.  Restrictive
Covenants.  The Indenture contains certain covenants that,
among other things, limit the ability of the Issuer and its Restricted
Subsidiaries to make restricted payments, to incur indebtedness, to create
liens, to sell assets, to permit restrictions on dividends and other payments by
Restricted Subsidiaries of the Issuer, to consolidate, merge or sell all or
substantially all of its assets or to engage in transactions with
affiliates.  The limitations are subject to a number of important
qualifications and exceptions.  The Issuer must annually report to the
Trustee on compliance with such limitations and other provisions in the
Indenture.




SECTION
15.  No
Recourse Against Others.  No director, officer, employee,
incorporator, stockholder, member or manager of the Issuer or any Guarantor
shall have any liability for any obligations of the Issuer under the Notes or
the Indenture, or of any Guarantor under its Note Guarantee or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder of Notes by accepting a Note waives
and







A-





releases
all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.




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




SECTION
17.  Trustee
Dealings with the Issuer.  Subject to certain terms, the
Trustee or Noteholder Collateral Agent under the Indenture, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with the Issuer, their Subsidiaries or their respective Affiliates as if it
were not the Trustee or Noteholder Collateral Agent.




SECTION
18.  Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.




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




SECTION
20.  Additional Rights of Holders
of Restricted Global Notes and Restricted Definitive
Notes.  Pursuant to, but subject to the exceptions in, the
Registration Rights Agreement, the Issuer and the Guarantors will be obligated
to use their commercially reasonable efforts to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for a 11.75% Senior Secured Note due 2013 of the Issuer which shall have
been registered under the Securities Act, in like principal amount and having
terms identical in all material respects to this Note (except that such note
shall not be entitled to Additional Interest and shall not contain terms with
respect to transfer restrictions).  The Holders shall be entitled to
receive certain Additional Interest in the event such exchange offer is not
consummated or the Notes are not offered for resale and upon certain other
conditions, all pursuant to and in accordance with the terms of the Registration
Rights Agreement.2




SECTION
21.  CUSIP
and ISIN Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has
caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use
CUSIP or ISIN 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.




SECTION
22.  Governing
Law.  This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York.




SECTION
23.  Senior
Indebtedness.  The Issuer hereby designates the obligations
with respect to the Notes, Note Guarantees and the other Note Documents as
senior Indebtedness which is senior in right of payment in full in cash to any
subordinated Indebtedness of the Issuer or any Guarantor. The Issuer further
designate the obligations with respect to the Notes, Note Guarantees and the
other Note Documents as Designated Senior Debt (as defined in the 9% Notes
Indenture) for all purposes of the 9% Notes Indenture, the notes and note
guarantees issued thereunder and related documents thereto.




The
Issuer will furnish to any Holder upon written request and without charge a copy
of the Indenture.







2
              This
      Section not to appear on Exchange Notes or Private Exchange Notes or
      Additional Notes unless required by the terms of such Additional
      Notes.





A-





ASSIGNMENT
FORM




I or we
assign and transfer this Note to












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







(Insert
Social Security or other identifying number of assignee or
transferee)




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




Dated:  _________________
            Signed:  __________________________________
              (Sign
      exactly as name appears on
              the other
      side of this Note)





Signature
      Guarantee:
            ___________________________________________
              Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the
  Trustee)





In
connection with any transfer of this Note occurring prior to the date which is
the date following the expiration of the applicable holding period set forth in
Rule 144(d) of the Securities Act of this Note, the undersigned confirms that it
has not utilized any general solicitation or general advertising in connection
with the transfer and is making the transfer pursuant to one of the
following:




[Check
One]




(1)
___                             to
the Issuer or a subsidiary thereof; or




(2)
      ___to a person who the transferor reasonably believes is a “qualified
      institutional buyer” pursuant to and in compliance with Rule 144A under
      the Securities Act of 1933, as amended (the “Securities Act”);
      or




(3)
      ___to an institutional “accredited investor” (as defined in Rule
      501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to
      the Trustee a signed letter containing certain representations and
      agreements (the form of which letter can be obtained from the Trustee);
      or




(4)
      ___outside the United States to a non-“U.S. person” as defined in
      Rule 902 of Regulation S under the Securities Act in compliance
      with Rule 904 of Regulation S under the Securities Act;
  or













(5)
      ___pursuant to the exemption from registration provided by Rule 144 under
      the Securities Act or pursuant to another exemption available under the
      Securities Act; or




(6)
      ___pursuant to an effective registration statement under the Securities
      Act.







and
unless the box below is checked, the undersigned confirms that such Note is not
being transferred to an “affiliate” of the Issuer as defined in Rule 144 under
the Securities Act (an “Affiliate”):




 ̈           The
transferee is an Affiliate of the Issuer.


Unless
one of the foregoing items (1) through (6) is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if item (3),
(4) or (5) is checked, the Issuer or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4)) and other information as the Trustee or the Issuer has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.




If none
of the foregoing items (1) through (6) are checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall
have been satisfied.




Dated:
            
            Signed:




(Sign
      exactly as name appears on the
other




side
      of this Note)




Signature
Guarantee:




Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the
  Trustee)







TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




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













Dated:


NOTICE:
            To
      be executed by an executive officer













OPTION OF
HOLDER TO ELECT PURCHASE




If you
want to elect to have this Note purchased by the Issuer pursuant to Section 4.09
or Section 4.13 of the Indenture, check the appropriate box:




Section
4.09
[      ]                                           Section
4.13 [       ]




If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.09 or Section 4.13 of the Indenture, state the amount (in
denominations of $1,000 and integral multiples
thereof):  $___________




Dated:  _________________
            Signed:  _________________________
              (Sign
      exactly as name
              appears on the
      other
              side
      of this Note)





Signature
      Guarantee:
            _______________________________________
              Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the
  Trustee)








--
 
 --





SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE3




The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Physical Note, or exchanges of a part of another Global
Note or Physical Note for an interest in this Global Note, have been
made:




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








3
              This
      schedule should be included only if the Note is issued in global
      form.











EXHIBIT
B




FORM OF
LEGENDS




Each
Global Note and Physical Note that constitutes a Restricted Security shall bear
the following legend (the “Private Placement Legend”) on the face thereof until
the expiration of the applicable holding period with respect thereto set forth
in Rule 144(d) of the Securities Act, unless otherwise agreed by the Issuer and
the Holder thereof or if such legend is no longer required by
Section 2.16(g) of the Indenture:




This
note (or its predecessor) was originally issued in a transaction exempt from
registration under the United States Securities Act of 1933 (the “Securities
Act”), and this note may not be offered, sold or otherwise transferred in the
absence of such registration or an applicable exemption therefrom. each
purchaser of this note is hereby notified that the seller of this note may be
relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A thereunder.




The
holder of this note agrees for the benefit of the Issuer and the Guarantors that
(a) this note may be offered, resold, pledged or otherwise transferred, only (i)
in the United States to a person whom the seller reasonably believes is a
qualified institutional buyer (as defined in Rule 144A under the Securities Act)
in a transaction meeting the requirements of rule 144A, (ii) outside the United
States in an offshore transaction in accordance with Rule 904 under the
Securities Act, (iii) pursuant to an exemption from registration under the
securities act provided by Rule 144 thereunder (if available) or (iv) pursuant
to an effective registration statement under the Securities Act, in each of
cases (i) through (iv) in accordance with any applicable securities laws of any
state of the United States, and (b) the holder will, and each subsequent holder
is required to, notify any purchaser of this note from it of the resale
restrictions referred to in (a) above.




Each
Global Note authenticated and delivered hereunder shall also bear the following
legend:




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







B-





Unless
this certificate is presented by an authorized representative of the Depository
Trust Company, a New York Corporation (“DTC”), to the Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), any transfer, pledge or other use hereof for value or otherwise by or to
any person is wrongful inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.




Transfers
of this Global Note shall be limited to transfers in whole, but not in part, to
nominees of Cede & Co. or to a successor thereof or such successor’s nominee
and transfers of portions of this Global Note shall be limited to transfers made
in accordance with the restrictions set forth in Section 2.16 of the
Indenture.




Each
Temporary Regulation S Global Note shall also bear the following
legend:




This
note (or its predecessor) was originally issued in a transaction originally
exempt from registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and may not be transferred in the united states or to, or for
the account or benefit of, any u.s. person except pursuant to an available
exemption from the registration requirements of the securities act and all
applicable state securities laws. terms used above have the meanings given to
them in Regulation S under the Securities Act.












B-2





EXHIBIT
C




Form of
Certificate To Be




Delivered
in Connection with




Transfers to Non-QIB
Institutional Accredited Investors




[                  ],
[     ]




U.S. Bank
National Association


60
Livingston Avenue


EP-MN-WS3C


St. Paul,
MN 55107-2292


T:  (651)
495-3918


F:  (651)
495-8097


Attention:  Corporate
Trust Department


Ladies
and Gentlemen:




In
connection with our proposed purchase of 11.75% Senior Secured Notes due 2013
(the “Notes”) of PLY GEM
INDUSTRIES, INC., a Delaware corporation (the “Issuer”), we confirm
that:




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




2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered, sold, pledged or
otherwise transferred except as permitted in the following
sentence.  We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell, offer,
pledge or otherwise transfer any Notes, we will do so only (i) to the Issuer or
any of its subsidiaries, (ii) inside the United States in a transaction meeting
the requirements of Rule 144A under the Securities Act to a person who we
reasonably believe to be a “qualified institutional buyer” (as defined in Rule
144A under the Securities Act), (iii) inside the United States to an
institutional “accredited investor” (as defined below) that is purchasing at
least $250,000 of Notes for its own account or for the account of an
institutional accredited investor and who, prior to such transfer, furnishes (or
has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined
in the Indenture) a signed letter containing certain representations and
agreements relating to the restrictions on transfer of the Notes (the form of
which letter can be obtained from the Trustee), (iv) outside the United States
to a person that is not a U.S. person (as defined in Rule 902 under the
Securities Act) in accordance with Regulation S promulgated under the Securities
Act, (v) pursuant to the exemption from







C-1





registration
provided by Rule 144 under the Securities Act (if available) or another
available exemption under the Securities Act or (vi) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated
herein.




3.           We
are not acquiring the Notes for or on behalf of, and will not transfer the Notes
to, any pension or welfare plan (as defined in Section 3 of the Employee
Retirement Income Security Act of 1974, as amended) or plan (as defined in
Section 4975 of the Internal Revenue Code of 1986, as amended), except as
permitted in the section entitled “Notice to Investors” of the Offering
Circular.




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




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




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







C-2





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






Very
      truly yours,




[Name
      of Transferee]






By:






Name:






Title:







C-3





EXHIBIT
D




Form of
Certificate To Be Delivered


in
Connection with Transfers


Pursuant
to Regulation S




[                ],
[     ]




U.S. Bank
National Association


60
Livingston Avenue


EP-MN-WS3C


St. Paul,
MN 55107-2292




T:  (651)
495-3918




F:  (651)
495-8097




Attention:  [Corporate
Trust Department]




Re:
            Ply
      Gem Industries, Inc. (the “Issuer”)




11.75% Senior Secured
      Notes due 2013 (the
“Notes”)




Ladies
and Gentlemen:




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




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




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




(3)           no
directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable;




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




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







D-1





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






Very
      truly yours,






[Name
      of Transferor]




By:






Authorized Signatory







D-2





EXHIBIT
E




FORM
OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS OF TEMPORARY
REGULATION S GLOBAL NOTE




___________________,_______




U.S. Bank
National Association


60
Livingston Avenue


EP-MN-WS3C


St. Paul,
MN 55107-2292




T:  (651)
495-3918




F:  (651)
495-8097




Attention:  [Corporate
Trust Department]




Re:
            Ply
      Gem Industries, Inc. (the “Issuer”)




11.75% Senior Secured
      Notes due 2013 (the “Notes”)




Dear
Sirs:




This
letter relates to U.S. $ ______________ principal amount of Notes represented by
a certificate (the “Legended
Certificate”) which bears a legend outlining restrictions upon transfer
of such Legended Certificate.  Pursuant to Section 2.16(c) of the
Indenture (the “Indenture”) dated as of June
9, 2008 relating to the Notes, we hereby certify that we are (or we will hold
such securities on behalf of) a person outside the United States (or to an
Initial Purchaser (as defined in the Indenture)) to whom the Notes could be
transferred in accordance with Rule 904 of Regulation S promulgated under
the U.S. Securities Act of 1933, as amended.




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






Very
      truly yours,




[Name
      of Holder]




By:






Authorized Signature







E-1





EXHIBIT
F




NOTE
GUARANTEE




For value
received, each of the undersigned (including any successor Person under the
Indenture) hereby unconditionally guarantees, jointly and severally, to the
extent set forth in the Indenture (as defined below) to the Holder of this Note
the payment of principal, premium, if any, and interest on this Note in the
amounts and at the times when due and interest on the overdue principal,
premium, if any, and interest, if any, of this Note when due, if lawful, and, to
the extent permitted by law, the payment or performance of all other obligations
of the Issuer under the Indenture or the Notes or other Note Documents, to the
Holder of this Note and the Trustee and other Noteholder Secured Parties, all in
accordance with and subject to the terms and limitations of this Note, the
Indenture, including Article Eleven thereof, and this Note
Guarantee.  This Note Guarantee will become effective in accordance
with Article Eleven of the Indenture and its terms shall be evidenced
therein.  The validity and enforceability of any Note Guarantee shall
not be affected by the fact that it is not affixed to any particular
Note.




Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Indenture dated as of June 9, 2008, among Ply Gem Industries, Inc., a
Delaware corporation (the “Issuer”), the Guarantors named therein and U.S. Bank
National Association, as trustee (the “Trustee”), as amended or supplemented
(the “Indenture”).




The
obligations of the undersigned to the Holders of Notes and to the Trustee
pursuant to this Note Guarantee and the Indenture are expressly set forth in
Article Eleven of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Note Guarantee and all of the other provisions of
the Indenture to which this Note Guarantee relates.




No
director, officer, employee, incorporator, stockholder, member or manager of any
Guarantor, as such, shall have any liability for any obligations of such
Guarantors under such Guarantors’ Note Guarantee or the Indenture or for any
claim based on, in respect of, or by reason of, such obligation or its
creation.




This Note Guarantee shall be governed
by, and construed in accordance with, the laws of the State of New
York.




Each
Guarantor hereby designates the obligations with respect to the Notes, Note
Guarantees and the other Note Documents as senior Indebtedness which is senior
in right of payment in full to any subordinated Indebtedness of the Issuer or
any Guarantor.  Each Guarantor further designates the obligations with
respect to the Notes, Note Guarantees and the other Note Documents as Designated
Senior Debt (as defined in the 9% Notes Indenture) for all purposes of the 9%
Notes Indenture, the notes and note guarantees issued thereunder and related
documents thereto.




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







F-1





IN
WITNESS WHEREOF, each Guarantor has caused its Note Guarantee to be duly
executed.




Date:






[                                   ]




By:






Name:






Title:













F-2





Schedule
I




Permitted
Liens










None.