Unassociated Document


    
      
        

        

      


    Exhibit
4.1

    Execution Version

     

    EL POLLO
LOCO, INC.

     

    EPL
INTERMEDIATE, INC.

    as
Guarantor

    


    113⁄4%
SENIOR SECURED NOTES DUE 2012

    


    INDENTURE

    


    Dated as
of May 22, 2009

    


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

    


    Trustee

    


    and

    


    Collateral
Agent


    
      


      
        

      

      
        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      CROSS-REFERENCE
TABLE*

    

     

    
      
        	
                Trust Indenture

                Act Section

              	 
      	
                Indenture Section

              
	
                310(a)(1)

              	 
      	
                7.10

              
	
                (a)(2)

              	 
      	
                7.10

              
	
                (a)(3)

              	 
      	
                N.A.

              
	
                (a)(4)

              	 
      	
                N.A.

              
	
                (a)(5)

              	 
      	
                7.10

              
	
                (b)

              	 
      	
                7.10

              
	
                (c)

              	 
      	
                N.A.

              
	
                311(a)

              	 
      	
                7.11

              
	
                (b)

              	 
      	
                7.11

              
	
                (c)

              	 
      	
                N.A.

              
	
                312(a)

              	 
      	
                2.05

              
	
                (b)

              	 
      	
                13.03

              
	
                (c)

              	 
      	
                13.03

              
	
                313(a)

              	 
      	
                7.06

              
	
                (b)(1)

              	 
      	
                10.06

              
	
                (b)(2)

              	 
      	
                7.06;
      7.07

              
	
                (c)

              	 
      	
                7.06;
      10.04; 13.02

              
	
                (d)

              	 
      	
                7.06

              
	
                314(a)

              	 
      	
                4.03;
      13.02; 13.05

              
	
                (b)

              	 
      	
                N.A.

              
	
                (c)(1)

              	 
      	
                13.04

              
	
                (c)(2)

              	 
      	
                13.04

              
	
                (c)(3)

              	 
      	
                N.A.

              
	
                (d)

              	 
      	
                10.04;
      10.06

              
	
                (e)

              	 
      	
                13.05

              
	
                (f)

              	 
      	
                N.A.

              
	
                315(a)

              	 
      	
                7.01

              
	
                (b)

              	 
      	
                7.05;
      13.02

              
	
                (c)

              	 
      	
                7.01

              
	
                (d)

              	 
      	
                7.01

              
	
                (e)

              	 
      	
                6.11

              
	
                316(a)
      (last sentence)

              	 
      	
                2.09

              
	
                (a)(1)(A)

              	 
      	
                6.05

              
	
                (a)(1)(B)

              	 
      	
                6.04

              
	
                (a)(2)

              	 
      	
                N.A.

              
	
                (b)

              	 
      	
                6.07

              
	
                (c)

              	 
      	
                2.12

              
	
                317(a)(1)

              	 
      	
                6.08

              
	
                (a)(2)

              	 
      	
                6.09

              
	
                (b)

              	 
      	
                2.04

              
	
                318(a)

              	 
      	
                13.01

              
	
                (b)

              	 
      	
                N.A.

              
	
                (c)

              	 
      	
                13.01

              


      

    

    


    N.A.
means not applicable.

    *  This
Cross Reference Table is not part of the Indenture.

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	 
      	 
      	 
      
	
                        ARTICLE
      1.

                      
	 
      
	
                        DEFINITIONS
      AND INCORPORATION

                      
	
                        BY
      REFERENCE

                      
	 
      
	
                        Section 1.01

                      	
                        Definitions.

                      	
                        1

                      
	
                        Section 1.02

                      	
                        Other
      Definitions.

                      	
                        33

                      
	
                        Section 1.03

                      	
                        Incorporation
      by Reference of Trust Indenture Act.

                      	
                        34

                      
	
                        Section 1.04

                      	
                        Rules
      of Construction.

                      	
                        34

                      
	 
      	 
      	 
      
	
                        ARTICLE 2.

                      
	 
      
	
                        THE NOTES

                      
	 
      	 
      
	
                        Section 2.01

                      	
                        Form
      and Dating.

                      	
                        35

                      
	
                        Section 2.02

                      	
                        Execution
      and Authentication.

                      	
                        35

                      
	
                        Section 2.03

                      	
                        Registrar
      and Paying Agent.

                      	
                        36

                      
	
                        Section 2.04

                      	
                        Paying
      Agent to Hold Money in Trust.

                      	
                        36

                      
	
                        Section 2.05

                      	
                        Holder
      Lists.

                      	
                        37

                      
	
                        Section 2.06

                      	
                        Transfer
      and Exchange.

                      	
                        37

                      
	
                        Section 2.07

                      	
                        Replacement
      Notes.

                      	
                        51

                      
	
                        Section 2.08

                      	
                        Outstanding
      Notes.

                      	
                        51

                      
	
                        Section 2.09

                      	
                        Treasury
      Notes.

                      	
                        51

                      
	
                        Section 2.10

                      	
                        Temporary
      Notes.

                      	
                        52

                      
	
                        Section 2.11

                      	
                        Cancellation.

                      	
                        52

                      
	
                        Section 2.12

                      	
                        Defaulted
      Interest.

                      	
                        52

                      
	
                        Section 2.13

                      	
                        CUSIP
      Numbers.

                      	
                        52

                      
	
                        Section 2.14

                      	
                        Issuance
      of Additional Notes.

                      	
                        53

                      
	 
      	 
      	 
      
	
                        ARTICLE 3.

                      
	 
      
	
                        REDEMPTION AND PREPAYMENT

                      
	 
      	 
      	 
      
	
                        Section 3.01

                      	
                        Notices
      to Trustee.

                      	
                        53

                      
	
                        Section 3.02

                      	
                        Selection
      of Notes to Be Redeemed or Purchased.

                      	
                        54

                      
	
                        Section 3.03

                      	
                        Notice
      of Redemption.

                      	
                        54

                      
	
                        Section 3.04

                      	
                        Effect
      of Notice of Redemption.

                      	
                        55

                      
	
                        Section 3.05

                      	
                        Deposit
      of Redemption or Purchase Price.

                      	
                        55

                      
	
                        Section 3.06

                      	
                        Notes
      Redeemed or Purchased in Part.

                      	
                        55

                      
	
                        Section 3.07

                      	
                        Optional
      Redemption.

                      	
                        56

                      
	
                        Section 3.08

                      	
                        Mandatory
      Redemption.

                      	
                        57

                      


              

            

          

        

      

    

    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  Section 3.09

                	
                  Offer
      to Purchase by Application of Excess Proceeds.

                	
                  57

                
	 
      	 
      	 
      
	
                  ARTICLE 4.

                
	 
      
	
                  COVENANTS

                
	 
      	 
      
	
                  Section 4.01

                	
                  Payment
      of Notes.

                	
                  59

                
	
                  Section 4.02

                	
                  Maintenance
      of Office or Agency.

                	
                  59

                
	
                  Section 4.03

                	
                  Reports.

                	
                  60

                
	
                  Section 4.04

                	
                  Compliance
      Certificate.

                	
                  61

                
	
                  Section 4.05

                	
                  Taxes.

                	
                  61

                
	
                  Section 4.06

                	
                  Stay,
      Extension and Usury Laws.

                	
                  62

                
	
                  Section 4.07

                	
                  Restricted
      Payments.

                	
                  62

                
	
                  Section 4.08

                	
                  Dividend
      and Other Payment Restrictions Affecting Subsidiaries.

                	
                  66

                
	
                  Section 4.09

                	
                  Incurrence
      of Indebtedness and Issuance of Preferred Stock.

                	
                  67

                
	
                  Section 4.10

                	
                  Asset
      Sales.

                	
                  68

                
	
                  Section 4.11

                	
                  Transactions
      with Affiliates.

                	
                  70

                
	
                  Section 4.12

                	
                  Liens.

                	
                  72

                
	
                  Section 4.13

                	
                  Business
      Activities.

                	
                  72

                
	
                  Section 4.14

                	
                  Corporate
      Existence.

                	
                  72

                
	
                  Section 4.15

                	
                  Offer
      to Repurchase upon Change of Control.

                	
                  73

                
	
                  Section 4.16

                	
                  Limitation
      on Issuances and Sales of Equity Interests in Wholly-Owned
      Subsidiaries.

                	
                  74

                
	
                  Section 4.17

                	
                  Payments
      for Consent.

                	
                  75

                
	
                  Section 4.18

                	
                  Additional
      Note Guarantees.

                	
                  75

                
	
                  Section 4.19

                	
                  Designation
      of Restricted and Unrestricted Subsidiaries.

                	
                  75

                
	
                  Section 4.20

                	
                  Liquidated
      Damages Notice.

                	
                  76

                
	
                  Section 4.21

                	
                  Further
      Assurances

                	
                  76

                
	 
      	 
      	 
      
	
                  ARTICLE 5.

                
	 
      
	
                  SUCCESSORS

                
	 
      	 
      
	
                  Section 5.01

                	
                  Merger,
      Consolidation, or Sale of Assets.

                	
                  76

                
	
                  Section 5.02

                	
                  Successor
      Corporation Substituted.

                	
                  78

                
	 
      	 
      	 
      
	
                  ARTICLE 6.

                
	 
      
	
                  DEFAULTS AND REMEDIES

                
	 
      	 
      	 
      
	
                  Section 6.01

                	
                  Events
      of Default.

                	
                  78

                
	
                  Section 6.02

                	
                  Acceleration.

                	
                  80

                
	
                  Section 6.03

                	
                  Other
      Remedies.

                	
                  81

                
	
                  Section 6.04

                	
                  Waiver
      of Past Defaults.

                	
                  81

                
	
                  Section 6.05

                	
                  Control
      by Majority.

                	
                  81

                
	
                  Section 6.06

                	
                  Limitation
      on Suits.

                	
                  82

                


        

      

    

    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  Section 6.07

                	
                  Rights
      of Holders of Notes to Receive Payment.

                	
                  82

                
	
                  Section 6.08

                	
                  Collection
      Suit by Trustee.

                	
                  82

                
	
                  Section 6.09

                	
                  Trustee
      May File Proofs of Claim.

                	
                  83

                
	
                  Section 6.10

                	
                  Priorities.

                	
                  83

                
	
                  Section 6.11

                	
                  Undertaking
      for Costs.

                	
                  84

                
	 
      	 
      	 
      
	
                  ARTICLE 7.

                
	 
      
	
                  TRUSTEE

                
	 
      	 
      	 
      
	
                  Section 7.01

                	
                  Duties
      of Trustee.

                	
                  84

                
	
                  Section 7.02

                	
                  Rights
      of Trustee.

                	
                  85

                
	
                  Section 7.03

                	
                  Individual
      Rights of Trustee.

                	
                  87

                
	
                  Section 7.04

                	
                  Trustee’s
      Disclaimer.

                	
                  87

                
	
                  Section 7.05

                	
                  Notice
      of Defaults.

                	
                  87

                
	
                  Section 7.06

                	
                  Reports
      by Trustee to Holders of the Notes.

                	
                  87

                
	
                  Section 7.07

                	
                  Compensation
      and Indemnity.

                	
                  88

                
	
                  Section 7.08

                	
                  Replacement
      of Trustee.

                	
                  89

                
	
                  Section 7.09

                	
                  Successor
      Trustee by Merger, etc.

                	
                  90

                
	
                  Section 7.10

                	
                  Eligibility;
      Disqualification.

                	
                  90

                
	
                  Section 7.11

                	
                  Preferential
      Collection of Claims Against Company.

                	
                  90

                
	 
      	 
      	 
      
	
                  ARTICLE 8.

                
	 
      
	
                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                
	 
      	 
      	 
      
	
                  Section 8.01

                	
                  Option
      to Effect Legal Defeasance or Covenant Defeasance.

                	
                  91

                
	
                  Section 8.02

                	
                  Legal
      Defeasance and Discharge.

                	
                  91

                
	
                  Section 8.03

                	
                  Covenant
      Defeasance.

                	
                  92

                
	
                  Section 8.04

                	
                  Conditions
      to Legal or Covenant Defeasance.

                	
                  92

                
	
                  Section 8.05

                	
                  Deposited
      Money and Government Securities to Be Held in Trust; Other Miscellaneous
      Provisions.

                	
                  93

                
	
                  Section 8.06

                	
                  Repayment
      to Company.

                	
                  94

                
	
                  Section 8.07

                	
                  Reinstatement.

                	
                  94

                
	 
      	 
      	 
      
	
                  ARTICLE 9.

                
	 
      
	
                  AMENDMENT, SUPPLEMENT AND WAIVER

                
	 
      	 
      	 
      
	
                  Section 9.01

                	
                  Without
      Consent of Holders of Notes.

                	
                  95

                
	
                  Section 9.02

                	
                  With
      Consent of Holders of Notes.

                	
                  95

                
	
                  Section 9.03

                	
                  Compliance
      with Trust Indenture Act.

                	
                  97

                
	
                  Section 9.04

                	
                  Revocation
      and Effect of Consents.

                	
                  97

                
	
                  Section 9.05

                	
                  Notation
      on or Exchange of Notes.

                	
                  97

                
	
                  Section 9.06

                	
                  Trustee
      to Sign Amendments, etc.

                	
                  98

                


        

      

    

    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  ARTICLE 10.

                
	 
      
	
                  COLLATERAL AND SECURITY

                
	 
      	 
      	 
      
	
                  Section 10.01

                	
                  Security
      Interest.

                	
                  98

                
	
                  Section 10.02

                	
                  Intercreditor
      Agreement.

                	
                  99

                
	
                  Section 10.03

                	
                  Ranking
      of Parity Liens.

                	
                  99

                
	
                  Section 10.04

                	
                  Release
      of Liens in Respect of Notes

                	
                  99

                
	
                  Section 10.05

                	
                  Relative
      Rights.

                	
                  100

                
	
                  Section 10.06

                	
                  Compliance
      with Trust Indenture Act.

                	
                  100

                
	
                  Section 10.07

                	
                  Collateral
      Agent.

                	
                  101

                
	
                  Section 10.08

                	
                  Further
      Assurances; Insurance.

                	
                  102

                
	 
      	 
      	 
      
	
                  ARTICLE 11.

                
	 
      
	
                  NOTE GUARANTEES

                
	 
      	 
      	 
      
	
                  Section 11.01

                	
                  Guarantee.

                	
                  103

                
	
                  Section 11.02

                	
                  Limitation
      on Guarantor Liability.

                	
                  104

                
	
                  Section 11.03

                	
                  Execution
      and Delivery of Note Guarantee.

                	
                  104

                
	
                  Section 11.04

                	
                  Guarantors
      May Consolidate, etc., on Certain Terms.

                	
                  105

                
	
                  Section 11.05

                	
                  Releases.

                	
                  106

                
	 
      	 
      	 
      
	
                  ARTICLE 12.

                
	 
      
	
                  SATISFACTION AND DISCHARGE

                
	 
      	 
      	 
      
	
                  Section 12.01

                	
                  Satisfaction
      and Discharge.

                	
                  107

                
	
                  Section 12.02

                	
                  Application
      of Trust Money.

                	
                  108

                
	 
      	 
      	 
      
	
                  ARTICLE 13.

                
	 
      
	
                  MISCELLANEOUS

                
	 
      	 
      	 
      
	
                  Section 13.01

                	
                  Trust
      Indenture Act Controls.

                	
                  108

                
	
                  Section 13.02

                	
                  Notices.

                	
                  108

                
	
                  Section 13.03

                	
                  Communication
      by Holders of Notes with Other Holders of Notes.

                	
                  110

                
	
                  Section 13.04

                	
                  Certificate
      and Opinion as to Conditions Precedent.

                	
                  110

                
	
                  Section 13.05

                	
                  Statements
      Required in Certificate or Opinion.

                	
                  110

                
	
                  Section 13.06

                	
                  Rules
      by Trustee and Agents.

                	
                  111

                
	
                  Section 13.07

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

                	
                  111

                
	
                  Section 13.08

                	
                  Governing
      Law.

                	
                  111

                
	
                  Section 13.09

                	
                  No
      Adverse Interpretation of Other Agreements.

                	
                  111

                
	
                  Section 13.10

                	
                  Successors.

                	
                  111

                
	
                  Section 13.11

                	
                  Severability.

                	
                  111

                


        

      

    

    


    
      
        
           


        

        
          v

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	  	
                                  Page

                                
	 
      	 
      	 
      
	
                                  Section 13.12

                                	
                                  Counterpart
      Originals.

                                	
                                  112

                                
	
                                  Section 13.13

                                	
                                  Table
      of Contents, Headings, etc.

                                	
                                  112

                                
	
                                  Section 13.14

                                	
                                  Waiver
      of Trial by Jury.

                                	
                                  112

                                
	 
      	 
      	 
      
	
                                  EXHIBITS

                                
	 
      	 
      	 
      
	
                                  Exhibit A

                                	
                                  FORM
      OF NOTE

                                	
                                   
      A-1

                                
	
                                  Exhibit B

                                	
                                  FORM
      OF CERTIFICATE OF TRANSFER

                                	
                                   
      B-1

                                
	
                                  Exhibit C

                                	
                                  FORM
      OF CERTIFICATE OF EXCHANGE

                                	
                                   
      C-1

                                
	
                                  Exhibit D

                                	
                                  FORM
      OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
    INVESTOR

                                	
                                   
      D-1

                                
	
                                  Exhibit E

                                	
                                  FORM
      OF NOTE GUARANTEE

                                	
                                   
      E-1

                                
	
                                  Exhibit F

                                	
                                  FORM
      OF SUPPLEMENTAL INDENTURE

                                	
                                   
      F-1

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          vi

          
            

          

        

        
           


        

      

    

    


    INDENTURE
dated as of May 22, 2009 among EL Pollo Loco, Inc., a Delaware corporation (the
“Company”), EPL
Intermediate, Inc., a Delaware corporation (“Intermediate”), and The Bank
of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and as collateral
agent.

     

    The
Company, Intermediate and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined) of the
113⁄4% Senior Secured Notes due 2012 (the “Notes”):

     

    ARTICLE
1.

     

    DEFINITIONS
AND INCORPORATION

    BY
REFERENCE

     

    
      	
              Section
      1.01

            	
              Definitions.

            


    

     

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

     

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

     

    (1)           Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Subsidiary of, such specified Person;
provided, however, that Indebtedness of
such acquired Person which is redeemed, defeased, retired or otherwise repaid at
the time of or immediately upon consummation of the transactions by which such
Person merges with or into or becomes a Subsidiary of such Person shall not be
Acquired Debt; and

     

    (2)           Indebtedness
secured by a Lien encumbering any asset acquired by such specified
Person.

     

    “Additional Notes” means
additional Notes (other than the Initial Notes) issued under this Indenture in
accordance with Section 2.14 hereof, as part of the same series as the Initial
Notes.

     

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

     

    “Agent” means any Registrar,
co-registrar, Paying Agent or additional paying agent.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


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

     

    “Asset Sale”
means:

     

    (1)           the
sale, lease, conveyance or other disposition of any assets or rights; provided that the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company and its Subsidiaries taken as a whole will be governed by the
provisions of Section 4.15 hereof and/or the provisions of Section 5.01 hereof
and not by the provisions of Section 4.10 hereof; and

     

    (2)           the
issuance or sale of Equity Interests in any of the Company’s Restricted
Subsidiaries.

     

    Notwithstanding
the preceding, none of the following items will be deemed to be an Asset
Sale:

     

    (1)           any
single transaction or series of related transactions that involves assets having
a Fair Market Value of less than $1.0 million;

     

    (2)           a
transfer of assets between or among the Company and its Restricted
Subsidiaries;

     

    (3)           an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to a Wholly-Owned Restricted Subsidiary of the Company;

     

    (4)           the
sale, lease or discount of products, services or accounts receivable in the
ordinary course of business, any sale or other disposition of surplus, damaged,
worn-out or obsolete assets in the ordinary course of business and the
assignment, cancellation or abandonment or other disposition of intellectual
property that is no longer useful in any material respect in the conduct of the
business of the Company and its Subsidiaries taken as a whole;

     

    (5)           the
sale or other disposition of cash or Cash Equivalents;

     

    (6)           a
Restricted Payment that does not violate Section 4.07 hereof or a Permitted
Investment;

     

    (7)           dispositions
of Investments or receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or
similar proceedings and exclusive of factoring or similar
arrangements;

     

    (8)           the
licensing or sublicensing of intellectual property or other general intangibles
and licenses, sublicenses, leases or subleases of other property in the ordinary
course of business which do not materially interfere with the business of the
Company and its Restricted Subsidiaries;

    


    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    (9)           the
sale or other disposition of restaurants in the ordinary course of business
consistent with past practice;

     

    (10)         the
sale or other disposition of Equity Interests of an Unrestricted Subsidiary;
and

     

    (11)         the
sale of Permitted Investments (other than sales of Equity Interests of any of
the Company’s Restricted Subsidiaries) made by the Company or any Restricted
Subsidiary after the date hereof, if such Permitted Investments were (a)
received in exchange for, or purchased out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of,
Equity Interests of the Company (other than Disqualified Stock) or (b) received
in the form of, or were purchased from the proceeds of, a substantially
concurrent contribution of common equity capital to the Company.

     

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

     

    “Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” will be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other securities,
whether such right is currently exercisable or is exercisable only after the
passage of time except following an initial public offering of equity of the
Company or any direct or indirect parent of the Company.  The term
“beneficial ownership” has a corresponding meaning.

     

    “Board of Directors”
means:

     

    (1)           with
respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;

     

    (2)           with
respect to a partnership, the Board of Directors of the general partner of the
partnership;

     

    (3)           with
respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and

     

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

     

    “Business Day” means any day
other than a Legal Holiday.

     

    “Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability
in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet prepared in accordance with GAAP, and the Stated
Maturity thereof shall be
the date of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.

    

      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

     

    “Capital Stock”
means:

     

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

     

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

     

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

     

    (4)           any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock,

     

    including,
in each case, Preferred Stock.

     

    “Cash Equivalents”
means:

     

    (1)           United
States dollars;

     

    (2)           securities
or any evidence of indebtedness issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the
United States government (provided that the full faith
and credit of the United States is pledged in support of those securities or
such evidence of indebtedness);

     

    (3)           certificates
of deposit and eurodollar time deposits with maturities of twelve months or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding
twelve months and overnight bank deposits, in each case, with any lender party
to a Credit Facility or with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or
better;

     

    (4)           repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3)
above;

     

    (5)           commercial
paper having one of the two highest ratings obtainable from Moody’s Investors
Service, Inc. or Standard & Poor’s Rating Services and in each case maturing
within twelve months after the date of acquisition; and

     

    (6)           money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (5) of this definition.

    


    
      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      

    

    


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

     

    (1)           the
direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company and its Subsidiaries taken as a whole to any “person” (as that term is
used in Section 13(d) of the Exchange Act) other than a Principal or a Related
Party of a Principal;

     

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

     

    (3)           the
consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any “person” (as defined above),
other than the Principal and its Related Parties, becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Company,
measured by voting power rather than number of shares; or

     

    (4)           after
an initial public offering of the Company or any direct or indirect parent of
the Company, the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors.

     

    “Clearstream” means
Clearstream Banking, S.A.

     

    “Collateral” means all
properties and assets at any time owned or acquired by the Company or any
Guarantor, except;

     

    (1)           Excluded
Assets;

     

    (2)           any
properties and assets in which the Collateral Agent is required to release its
Liens pursuant to Section 5.1 under the Intercreditor Agreement;
and

     

    (3)           any
properties and assets that no longer secure the Notes or any Obligations in
respect thereof pursuant to Section 5.4 under the Intercreditor
Agreement,

     

    provided that, in the case of
clauses (2) and (3), if such Liens are required to be released as a result of
the sale, transfer or other disposition of any properties or assets of the
Company or any Guarantor, such assets or properties will cease to be excluded
from the Collateral if the Company or any Guarantor thereafter acquires or
reacquires such assets or properties.

     

    “Collateral Agent” means The
Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent
for the benefit of the holders of the Parity Lien Obligations under the Security
Documents, together with its successors in such capacity.

     

    “Company” has the meaning set
forth in the preamble to this Indenture.

    


    
      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      

    

    


    “Consolidated Cash Flow”
means, with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period plus, without duplication:

     

    (1)           an
amount equal to (a) any extraordinary loss plus (b) any net loss realized by
such Person or any of its Restricted Subsidiaries in connection with an Asset
Sale, in each case to the extent such losses were deducted in computing such
Consolidated Net Income; plus

     

    (2)           any
payments pursuant to clause (2) of Permitted Parent Payments and provision for
taxes based on income or profits of such Person and its Restricted Subsidiaries
for such period, to the extent that such payment or provision for taxes was
deducted in computing such Consolidated Net Income; plus

     

    (3)           the
Fixed Charges of such Person and its Restricted Subsidiaries for such period, to
the extent that such Fixed Charges were deducted in computing such Consolidated
Net Income; plus

     

    (4)           payments
pursuant to or to fund payments under the Management Agreement as in effect on
the date hereof; plus

     

    (5)           (a)
customary fees and expenses of the Company and its Restricted Subsidiaries
payable in connection with (i) the issuance and maintenance of the Notes and the
related borrowing under the Credit Agreement, (ii) any Equity Offering, (iii)
the incurrence, maintenance, termination or repayment of Indebtedness permitted
by Section 4.09 hereof or (iv) any Permitted Investment and any acquisition
permitted under this Indenture, (b) cash or non-cash charges relating to the
repricing or issuance of employee stock options (whether accruing at or
subsequent to the time of such repricing or issuance) or the adoption of cash
bonus arrangements, in any case in connection with the issuance of the Notes,
and payments pursuant to any such arrangement and (c) restructuring charges, in
each case to the extent that such items were deducted in computing such
Consolidated Net Income; plus

     

    (6)           depreciation,
amortization (including amortization of intangibles but excluding amortization
of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (including charges related to the writeoff of goodwill or intangibles
as a result of impairment, in each case, as required by SFAS No. 142 or SFAS No.
144 but excluding any such non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or amortization of
a prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income; plus

     

    (7)           fees,
expenses and amounts paid in defense of, or to discharge judgments, pursuant to
settlements or as fines or penalties arising from or related to, lawsuits,
governmental proceedings or regulatory actions or investigations relating to (i)
allegations that the Company, Holdings, Intermediate or any of their
Subsidiaries improperly classified certain employees as “exempt” employees under
federal or state labor laws or related or
similar allegations and (ii), to the extent incurred prior to the date hereof,
ongoing Mexican trademark litigation and litigation incidental or related
thereto; minus

    

      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

    

     

    (8)           non-cash
items increasing such Consolidated Net Income, other than reductions of negative
leasehold liability, for such period, other than the accrual of revenue in the
ordinary course of business;

     

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

     

    “Consolidated Leverage Ratio”
means, as of any date of determination (the “Reference Date”), the ratio of (x)
the sum of the total principal amount of Indebtedness (or, in the case of
Indebtedness issued at less than its principal amount at maturity, the accreted
value thereof) and the total amount of Disqualified Stock outstanding of the
Company and its Restricted Subsidiaries on a consolidated basis and determined
in accordance with GAAP on the Reference Date, less the amount of cash and Cash
Equivalents held by the Company and its Restricted Subsidiaries on the Reference
Date (“Total Indebtedness”), to (y) the Consolidated Cash Flow of the Company
for the most recent four consecutive full fiscal quarters for which financial
statements are available (the “Four-Quarter Period”) ending on or prior to the
Reference Date. For purposes of this definition, Total Indebtedness and
Consolidated Cash Flow shall be calculated after giving effect on a pro forma
basis to:

     

    (1)           all
incurrences or repayments of any Indebtedness by the Company or any of its
Restricted Subsidiaries occurring at any time subsequent to the last day of the
Four-Quarter Period and on or prior to the Reference Date, as if such incurrence
or repayment, as the case may be, occurred on the first day of the Four-Quarter
Period; and

     

    (2)           acquisitions,
including through mergers or consolidations, and Asset Sales that have been made
by the Company or any of its Restricted Subsidiaries or any Person or any of its
Restricted Subsidiaries acquired by the Company or any of its Restricted
Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the Four-Quarter
Period or subsequent thereto and on or prior to the Reference Date, as if such
acquisition or Asset Sale, as the case may be, occurred on the first day of the
Four-Quarter Period.

     

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

     

    (1)           the
Net Income (if positive) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included only
to the extent of the amount of dividends or similar distributions paid in cash
to the specified Person or a Restricted Subsidiary of the Person;

     

    (2)           the
Net Income (but not loss) of any Restricted Subsidiary will be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders;

    

      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

    

     

    (3)           the
cumulative effect of a change in accounting principles will be
excluded;

     

    (4)           non-cash
expenses related to the writeoff of goodwill or intangibles as a result of
impairment, including, without limitation, as required by SFAS No. 142 or SFAS
No. 144 will be excluded; and

     

    (5)           notwithstanding
clause (1) above, the Net Income of any Unrestricted Subsidiary will be
excluded, whether or not distributed to the specified Person or one of its
Subsidiaries.

     

    “Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the
Company who:

     

    (1)           was
a member of such Board of Directors on the date of an initial public offering of
the Company or any direct or indirect parent of the Company; or

     

    (2)           was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.

     

    “Corporate Trust Office of the
Trustee” will be at the address of the Trustee specified in Section 13.02
hereof or such other address as to which the Trustee may give notice to the
Company.

     

    “Credit Agreement” means that
certain Credit Agreement, to be dated as of May 22, 2009, by and among the
Company, Intermediate, Jefferies Finance LLC, as administrative agent, and the
other lenders named therein, providing for up to $12.5 million of revolving
credit borrowings, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, amended and restated, modified, renewed,
refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time.

     

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

    


    
      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

    “Discharge of Priority Lien
Obligations” means the occurrence of all of the following:

     

    (1)           termination
or expiration of all commitments to extend credit that would constitute Priority
Lien Debt;

     

    (2)           payment
in full in cash of the principal of and interest and premium (if any) on all
Priority Lien Debt (other than any undrawn letters of credit);

     

    (3)           discharge
or cash collateralization (at the lower of (a) 105% of the aggregate undrawn
amount and (b) the percentage of the aggregate undrawn amount required for the
release of liens under the terms of the applicable Priority Lien Document) of
all outstanding letters of credit constituting Priority Lien Debt;
and

     

    (4)           payment
in full in cash of all other Priority Lien Obligations that are outstanding and
unpaid at the time the Priority Lien Debt is paid in full in cash (other than
any obligations for taxes, costs, indemnifications, reimbursements, damages and
other liabilities in respect of which no claim or demand for payment has been
made at such time).

     

    “Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it
is convertible, or for which it is exchangeable, in each case at the option of
the holder of the Capital Stock), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder of the Capital Stock, in whole or in
part, on or prior to the date that is 91 days after the date on which the Notes
mature.  Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the asset sale or change of control provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the provisions of Sections 4.10 and 4.15 hereof, as
reasonably determined by the Company.  The amount of Disqualified
Stock deemed to be outstanding at any time for purposes of
this Indenture will be the maximum amount that the Company and its Restricted
Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of
accrued dividends.

    

      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      

    

     

    “Domestic Restricted
Subsidiary” means any Restricted Subsidiary of the Company that was
formed under the laws of the United States or any state of the United States or
the District of Columbia; provided that “Domestic
Restricted Subsidiary” shall not in any case include a Foreign
Subsidiary.

     

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

     

    “Equity Offering” means an
offer and sale of common stock of the Company or any direct or indirect parent
of the Company pursuant to a registration statement that has been declared
effective by the SEC pursuant to the Securities Act (other than a registration
statement on Form S-8 or otherwise relating to equity securities issuable under
any employee benefit plan of the Company).

     

    “Euroclear” means Euroclear
Bank, S.A./N.V., as operator of the Euroclear system.

     

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

     

    “Exchange Notes” means the
Notes issued in the Exchange Offer pursuant to Section 2.06(f)
hereof.

     

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

     

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

     

    “Excluded Assets” means each
of the following:

     

    (1)           any
lease, license, contract, property right or agreement to which the Company or
any Guarantor is a party or any of its rights or interests thereunder if and
only for so long as the grant of a Lien under the Security Documents is
prohibited by any law, rule or regulation or will constitute or result in a
breach, termination or default, or requires any consent not obtained (other than
intercompany consents), under any such lease, license, contract, property right
or agreement (other than to the extent that any such applicable law, rule,
regulation or term would be rendered ineffective pursuant to Sections 9-406,
9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant
jurisdiction or any other applicable law or principles of equity); provided that such lease,
license, contract, property right or agreement will be an Excluded Asset only to
the extent and for so long as the consequences specified above will result and
will cease to be an Excluded Asset and will become subject to the Lien granted
under the Security Documents, immediately and automatically, at such time as
such consequences will no longer result;

    


    
      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      

    

    


    (2)           property
and assets owned by the Company or any Guarantor that are the subject of
Permitted Liens described in clause (7) of the definition thereof for so long as
such Permitted Liens are in effect and the Indebtedness secured thereby is
permitted to be incurred as described in clause (4) of the definition of
Permitted Debt;

     

    (3)           any
intent-to-use application trademark application prior to the filing of a
“Statement of Use” or “Amendment to Allege Use” with respect thereto, to the
extent, if any, that, and solely during the period, if any, in which, the grant
of a security interest therein would impair the validity or enforceability of
such intent-to-use trademark application under applicable federal
law;

     

    (4)           the
Capital Stock of any Foreign Subsidiary to the extent that the voting power of
such Capital Stock aggregates to more than 65% of the voting power of such
Foreign Subsidiary or the Capital Stock of any Subsidiary of a Foreign
Subsidiary; and

     

    (5)           leased
real property of the Company or any Guarantor.

     

    “Excluded Contributions” means
net cash proceeds or marketable securities received by the Company from
contributions to its common equity capital designated as Excluded Contributions
pursuant to an Officers’ Certificate on the date such capital contributions are
made.

     

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

     

    “Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in
a transaction not involving distress or necessity of either party, determined in
good faith by the chief financial officer, chief accounting officer, controller
or Board of Directors of the Company or the Restricted Subsidiary, as
applicable, which determination will be conclusive (unless otherwise provided in
this Indenture).

     

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

    


    
      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

    

    


    For
purposes of calculating the Fixed Charge Coverage Ratio:

     

    (1)           acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations, or any Person or any
of its Restricted Subsidiaries acquired by the specified Person or any of its
Restricted Subsidiaries, and including any related financing transactions and
including increases in ownership of Restricted Subsidiaries, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date will be given pro forma effect (in accordance with
Regulation S-X under the Securities Act) as if they had occurred on the first
day of the four-quarter reference period;

     

    (2)           the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Calculation Date, will be
excluded;

     

    (3)           the
Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Calculation Date, will be excluded, but only
to the extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date;

     

    (4)           any
Person that is a Restricted Subsidiary on the Calculation Date (or would become
a Restricted Subsidiary on such Calculation Date in connection with the
transaction requiring determination of such Consolidated Cash Flow) will be
deemed to have been a Restricted Subsidiary at all times during such
four-quarter period;

     

    (5)           any
Person that is not a Restricted Subsidiary on the Calculation Date (or would
cease to be a Restricted Subsidiary on such Calculation Date in connection with
the transaction requiring determination of such Consolidated Cash Flow) will be
deemed not to have been a Restricted Subsidiary at any time during such
four-quarter period; and

     

    (6)           if
any Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the rate in effect on the Calculation Date
had been the applicable rate for the entire period (taking into account any
Hedging Obligation applicable to such Indebtedness if such Hedging Obligation
has a remaining term as at the Calculation Date in excess of 12
months).

     

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

     

    (1)           the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued, including, without limitation, original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations in respect of interest rates, but
excluding amortization of debt issuance costs; plus

    

      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

    

     

    (2)           the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus

     

    (3)           any
interest accruing on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries, whether or not such Guarantee
or Lien is called upon; plus

     

    (4)           the
product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock) or to the Company or a
Restricted Subsidiary of the Company, times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, determined on a consolidated basis in accordance with
GAAP.

     

    “Foreign Subsidiary” shall
mean a Subsidiary that is organized under the laws of a jurisdiction other than
the United States or any state thereof or the District of Columbia.

     

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

     

    “Global Note Legend” means the
legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on
all Global Notes issued under this Indenture.

     

    “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes deposited with or on behalf of and registered in the
name of the Depository or its nominee, substantially in the form of
Exhibit A hereto and that bears the Global Note Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, issued
in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f)
hereof.

     

    “Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.

     

    “Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness (whether arising by virtue of partnership arrangements,
or by agreements to keep-well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or
otherwise).

    

      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

    

     

    “Guarantors” means the Parent
Guarantor and any Subsidiary of the Company that executes a Note Guarantee in
accordance with the provisions of this Indenture and their respective successors
and assigns, in each case, until the Note Guarantee of such Person has been
released in accordance with the provisions of this Indenture.

     

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

     

    (1)           interest
rate swap agreements (whether from fixed to floating or from floating to fixed),
interest rate cap agreements and interest rate collar agreements;

     

    (2)           other
agreements or arrangements designed to manage interest rates or interest rate
risk; and

     

    (3)           other
agreements or arrangements designed to protect such Person against fluctuations
in currency exchange rates or commodity prices.

     

    “Holdco Notes” means the 141⁄2%
Senior Discount Notes due 2014 of Intermediate.

     

    “Holder” means a Person in
whose name a Note is registered.

     

    “Holdings” means EPL Holdings,
Inc., a Delaware corporation, or any successor thereto including by way of
merger, consolidation, liquidation, dissolution or winding up.

     

    “IAI Global Note” means a
Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee that will
be issued in a denomination equal to the outstanding principal amount of the
Notes sold to Institutional Accredited Investors.

     

    “Indebtedness” means, with
respect to any specified Person, any indebtedness of such Person (excluding
accrued expenses and trade payables), whether or not contingent:

     

    (1)           in
respect of borrowed money;

     

    (2)           evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);

     

    (3)           in
respect of banker’s acceptances or letters of credit (other than obligations
with respect to letters of credit securing obligations (other than obligations
described in (1) or (2) above or (4) below) entered into in the ordinary course
of business of such Person to the extent such letters of credit are not drawn
upon or, if and to the extent drawn upon, such drawing is reimbursed no later
than the tenth business day following receipt by such Person or a demand for
reimbursement);

    


    
      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

    

    


    (4)           representing
Capital Lease Obligations;

     

    (5)           representing
the balance deferred and unpaid of the purchase price of any property or
services due more than six months after such property is acquired or such
services are completed; or

     

    (6)           representing
any Hedging Obligations,

     

    if and to
the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP.  The term “Indebtedness”
includes (a) all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person), but only to the extent of the lesser of (a) the Fair Market Value of
the assets subject to such Lien, or (b) the amount of the Indebtedness secured
by such Lien and (b) to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.

     

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

     

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

     

    “Initial Notes” means the
first $132.5 million aggregate principal amount of Notes issued under this
Indenture on the date hereof.

     

    “Initial Purchasers” means
Jefferies & Company, Inc.

     

    “Insolvency or Liquidation
Proceeding” means:

     

    (1)           any
case commenced by or against the Company or any Guarantor under Title 11, U.S.
Code or any similar federal or state law for the relief of debtors, any other
proceeding for the reorganization, recapitalization or adjustment or marshalling
of the assets or liabilities of the Company or any Guarantor, any receivership
or assignment for the benefit of creditors relating to the Company or any
Guarantor or any similar case or proceeding relative to the Company or any
Guarantor or its creditors, as such, in each case whether or not
voluntary;

     

    (2)           any
liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to the Company or any Guarantor, in each case whether or not
voluntary and whether or not involving bankruptcy or insolvency; or

     

    (3)           any
other proceeding of any type or nature in which substantially all claims of
creditors of the Company or any Guarantor are determined and any payment or
distribution is or may be made on account of such claims.

     

    “Intercreditor Agreement”
means the Intercreditor Agreement, dated as of the date hereof, among the
Company, the Guarantors, the Priority Lien Representative, the Priority Lien
Collateral
Agent, the Trustee and the Collateral Agent, as amended, supplemented or
otherwise modified from time to time.

    

      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

    

     

    “Intermediate” means EPL
Intermediate, Inc., a Delaware corporation, or any successor thereto including
by way of merger, consolidation, liquidation, dissolution or winding
up.

     

    “Institutional Accredited
Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is
not also a QIB.

     

    “Investments” means, with
respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the forms of loans (including Guarantees
or other obligations), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business and advances to customers in the ordinary course of business
that are recorded as accounts receivable), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP.  If the Company or any Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any
Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company will be deemed to have made an Investment on the date of
any such sale or disposition equal to the Fair Market Value of the Company’s
Investments in such Restricted Subsidiary that were not sold or disposed of in
an amount determined as provided in Section 4.07(d) hereof.  The
acquisition by the Company or any Subsidiary of the Company of a Person that
holds an Investment in a third Person will be deemed to be an Investment by the
Company or such Subsidiary in such third Person in an amount equal to the Fair
Market Value of the Investments held by the acquired Person in such third Person
in an amount determined as provided in Section 4.07(d) hereof.  Except
as otherwise provided in this Indenture, the amount of an Investment will be
determined at the time the Investment is made and without giving effect to
subsequent changes in value.

     

    “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions are authorized by law,
regulation or executive order to remain closed (1) in the City of New York, (2)
in the city in which the Corporate Trust Office of the Trustee is located or (3)
at a place of payment. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.

     

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

     

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

    


    
      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

    

    


    “Lien Sharing and Priority
Confirmation” means as to any Series of Priority Lien Debt entered into
after the date hereof, the written agreement of the holders of such Series of
Priority Lien Debt, as set forth in the Credit Agreement or other agreement
governing such Series of Priority Lien Debt, for the enforceable benefit of all
holders of Parity Lien Debt and each Parity Lien Representative:

     

    (1)           that
all Priority Lien Obligations will be and are secured equally and ratably by all
Priority Liens at any time granted by the Company or any Guarantor to secure any
Obligations in respect of such Series of Priority Lien Debt, whether or not upon
property otherwise constituting collateral for such Series of Priority Lien
Debt, and that all such Priority Liens will be enforceable by the Priority Lien
Collateral Agent for the benefit of all holders of Priority Lien Obligations
equally and ratably;

     

    (2)           that
the holders of Obligations in respect of such Series of Priority Lien Debt are
bound by the provisions of the Intercreditor Agreement, including the provisions
relating to the ranking of Priority Liens and the order of application of
proceeds from enforcement of Priority Liens; and

     

    (3)           consenting
to and directing the Priority Lien Collateral Agent to perform its obligations
under the Intercreditor Agreement and the other Priority Lien Security
Documents.

     

    “Liquidated Damages” means all
liquidated damages then owing pursuant to the Registration Rights
Agreement.

     

    “Management Agreement” means
the Monitoring and Management Services Agreement, dated as of November 18, 2005,
by and among Chicken Acquisition Corp., Trimaran Fund Management, L.L.C. and
Freeman Spogli & Co. V, L.P. (as amended, restated, replaced or otherwise
modified), as in effect on the date hereof.

     

    “Net Income” means, with
respect to any specified Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of
preferred stock dividends, excluding, however:

     

    (1)           any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with:  (a) any Asset Sale; or
(b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

     

    (2)           any
extraordinary gain (but not loss), together with any related provision for taxes
on such extraordinary gain (but not loss).

     

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

    

      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      

    

     

    “Non-Recourse Debt” means
Indebtedness:

     

    (1)           as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender;

     

    (2)           no
default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment of the
Indebtedness to be accelerated or payable prior to its Stated Maturity;
and

     

    (3)           as
to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries.

     

    “Non-U.S. Person” means a
Person who is not a U.S. Person.

     

    “Note Documents” means this
Indenture, the Notes and the Security Documents.

     

    “Note Guarantee” means the
Guarantee by each Guarantor of the Company’s obligations under this Indenture
and on the Notes, executed pursuant to the provisions of this
Indenture.

     

    “Notes” has the meaning
assigned to it in the preamble to this Indenture.  The Initial Notes
and the Additional Notes shall be treated as a single class for all purposes
under this Indenture, and unless the context otherwise requires, all references
to the Notes shall include the Initial Notes and any Additional
Notes.

     

    “Obligations” means any
principal (including reimbursement obligations with respect to letters of credit
whether or not drawn), interest (including, to the extent legally permitted, all
interest accrued thereon after the commencement of any Insolvency or Liquidation
Proceeding at the rate, including any applicable post-default rate, specified
under the documentation governing any Indebtedness, even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), premium (if
any), fees, indemnifications, reimbursements, expenses and other liabilities
payable under the documentation governing any Indebtedness.

    


    
      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

    

    


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

     

    “Officers’ Certificate” means
a certificate signed on behalf of the Company by two Officers of the Company,
one of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements of Section 13.05 hereof.

     

    “Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Section 13.05 hereof.  The counsel may be an
employee of or counsel to the Company or any Subsidiary of the
Company.

     

    “Parent” means any of EPL
Holdings Inc., a Delaware corporation, Chicken Subsidiary Corp., a Delaware
corporation, Chicken Acquisition Corp., a Delaware corporation, and Trimaran
Pollo Partners, L.L.C., a Delaware limited liability corporation, or any
successor thereto including by way of merger, consolidation, liquidation,
dissolution or winding up.

     

    “Parent Guarantor” means (i)
Intermediate or (ii) at any time after the consummation of a transaction
pursuant to which another Person becomes a direct parent of the Company and
assumes Intermediate’s obligation to guarantee borrowings under the Credit
Agreement, such direct parent, in each case for so long as it guarantees
borrowings under the Credit Agreement.

     

    “Parity Lien” means a Lien
granted by a Security Document to the Collateral Agent, at any time, upon any
property of the Company or the Guarantors to secure Parity Lien
Obligations.

     

    “Parity Lien Debt” means (i)
the Notes issued on the date hereof (including any related Exchange Notes) and
(ii) additional Indebtedness (including Additional Notes) of the Company
permitted to be incurred pursuant to Section 4.09 hereof, provided that the aggregate
amount of Parity Lien Debt outstanding at any time does not exceed $145.0
million less the amount of any Priority Lien Debt outstanding.

     

    “Parity Lien Obligations”
means Parity Lien Debt and all other Obligations in respect
thereof.

     

    “Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect
to DTC, shall include Euroclear and Clearstream).

     

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

     

    “Permitted Business” means the
ownership, operation or franchising of restaurants, including a single
restaurant, and any business that is reasonably related, ancillary or
complementary thereto.

    


    
      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      

    

    


    “Permitted Debt” means:

     

    (1)           the
incurrence by the Company and any Guarantor of Indebtedness and letters of
credit under Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of the Company and its
Restricted Subsidiaries thereunder) not to exceed $12.5 million;

     

    (2)           
the incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;

     

    (3)           the
incurrence by the Company and the Guarantors of Indebtedness represented by the
Notes and the related Note Guarantees to be issued on the date hereof and the
Exchange Notes and the related Note Guarantees to be issued pursuant to the
Registration Rights Agreement;

     

    (4)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, (x) incurred for the purpose of financing, whether or
not incurred at the time of such cost or acquisition, all or any part of the
purchase price or cost of design, construction, installation or improvement of
property, plant or equipment or intellectual property rights used in the
business of the Company or any of its Restricted Subsidiaries, or (y) with
respect to assets that are acquired by the Company or any of its Restricted
Subsidiaries in connection with the acquisition of restaurants, including from
any of the Company’s franchisees, in an aggregate principal amount, including
all Permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause
(4), not to exceed the amount of amortization payments since the date hereof
with respect to any such Indebtedness outstanding on the date hereof plus $3.0
million during any twelve-month period; provided, that amounts
available pursuant to this clause (4) during any twelve-month period may be
carried forward and incurred in the next succeeding twelve-month period, subject
to a maximum aggregate principal amount of all such Indebtedness incurred
pursuant to this clause (4) at any one time outstanding of $10.5
million;

     

    (5)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to renew, refund, refinance, replace, defease or discharge any Indebtedness
(other than intercompany Indebtedness) that was permitted by this Indenture to
be incurred under the Fixed Charge Coverage Ratio test set forth in the first
paragraph of the covenant described in Section 4.09(a) hereof or clauses (2),
(3), (4), (5), (13) or (14) of this definition;

     

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

    


    
      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      

    

    


    (A)          if
the Company or any Guarantor is the obligor on such Indebtedness and the payee
is not the Company or a Guarantor, such Indebtedness must be subordinated to the
prior payment in full in cash of all Obligations then due with respect to the
Notes, in the case of the Company, or the Note Guarantee, in the case of a
Guarantor; and

     

    (B)          
(i) any subsequent issuance or transfer of Equity Interests that results in any
such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company;

     

    will be
deemed, in each case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (6);

     

    (7)           the
issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of preferred stock; provided, however,
that:

     

    (A)          any
subsequent issuance or transfer of Equity Interests that results in any such
preferred stock being held by a Person other than the Company or a Subsidiary of
the Company; and

     

    (B)           any
sale or other transfer of any such preferred stock to a Person that is neither
the Company nor a Restricted Subsidiary of the Company;

     

    will be
deemed, in each case, to constitute an issuance of such preferred stock by such
Restricted Subsidiary that was not permitted by this clause (7);

     

    (8)           the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of fixing or hedging (a) interest
rate risk with respect to any floating rate Indebtedness that is permitted by
the terms of this Indenture to be outstanding or (b) currency values or
commodity prices with respect to transactions entered into by the Company or any
of its Restricted Subsidiaries in the ordinary course of business;

     

    (9)           the
guarantee by the Company or any of the Guarantors of Indebtedness of the Company
or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this definition; provided that if the
Indebtedness being guaranteed is subordinated to or pari passu with the Notes,
then the guarantee shall be subordinated or pari passu, as applicable, to
the same extent as the Indebtedness guaranteed;

     

    (10)         the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of workers’ compensation claims, self-insurance obligations, bankers’
acceptances, performance and surety bonds in the ordinary course of
business;

    


    
      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

    

    


    (11)         the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so
long as such Indebtedness is covered within five business days;

     

    (12)         Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for
indemnification, adjustment or purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business,
assets or a Subsidiary, other than guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or a Subsidiary for
the purpose of financing such acquisition;

     

    (13)         the
incurrence by the Company or any Guarantor of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness incurred
pursuant to this clause (13), not to exceed $5.0 million;

     

    (14)         the
assumption by the Company of Indebtedness under the Holdco Notes, if the
Consolidated Leverage Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such Indebtedness is assumed, would have
been equal to or less than 4.0 to 1, as determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if such
Indebtedness had been assumed at the beginning of such four-quarter period;
and

     

    (15)         Indebtedness
representing installment insurance premiums of the Company or any Restricted
Subsidiary owing to insurance companies in the ordinary course of
business.

     

    “Permitted Investments”
means:

     

    (1)           any
Investment in the Company or in a Restricted Subsidiary of the Company that is a
Guarantor;

     

    (2)           any
Investment in Cash Equivalents;

     

    (3)           any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:

     

    (a)           such
Person becomes a Restricted Subsidiary of the Company and a Guarantor;
or

     

    (b)           such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Restricted Subsidiary of the Company that is a Guarantor;

    


    
      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      

    

    


    (4)           any
Investment made prior to the date hereof;

     

    (5)           any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof;

     

    (6)           any
acquisition of assets or Capital Stock solely in exchange for, or out of the net
cash proceeds received from, the issuance of Equity Interests (other than
Disqualified Stock) of the Company; provided that the amount of
any such net cash proceeds that are utilized for any such Investment pursuant to
this clause (6) will be excluded from clause (3)(b) of Section 4.07(a)
hereof;

     

    (7)           any
Investments received in compromise or resolution of (A) obligations of trade
creditors, franchisees or customers that are accounts receivable of the Company
or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor, franchisee or customer; or (B) litigation, arbitration or other
disputes with Persons who are not Affiliates;

     

    (8)           Investments
represented by Hedging Obligations;

     

    (9)           endorsements
of negotiable instruments and documents in the ordinary course of
business;

     

    (10)         pledges
or deposits permitted under clause (9) of the definition of Permitted
Liens;

     

    (11)         repurchases
of the Notes;

     

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

     

    (13)         loans
or advances to employees made in the ordinary course of business of the Company
or such Restricted Subsidiary;

     

    (14)         receivables
owing to the Company or any Restricted Subsidiary if created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms as the Company or such Restricted Subsidiary deems
reasonable under the circumstances; and

     

    (15)         other
Investments in any Person other than an Affiliate of the Company having an
aggregate Fair Market Value (measured on the date each such Investment was made
and without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (15) that are at the
time outstanding not to exceed $7.0 million.

    


    
      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      

    

    


    “Permitted Liens” means:

     

    (1)           Liens
held by the Priority Lien Collateral Agent securing (A) Priority Lien Debt in an
aggregate principal amount not exceeding the Priority Lien Cap and (B) all
related Priority Lien Obligations;

     

    (2)           Liens
held by the Collateral Agent equally and ratably securing the Notes and all
future Parity Lien Debt and other Parity Lien Obligations;

     

    (3)           Liens
in favor of the Company or the Guarantors;

     

    (4)           Liens
on property or shares of Capital Stock of a Person existing at the time such
Person is merged with or into or consolidated with the Company or any Subsidiary
of the Company; provided
that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with the Company or the
Subsidiary;

     

    (5)           Liens
on property (including Capital Stock) existing at the time of acquisition of the
property by the Company or any Subsidiary of the Company; provided that such Liens were
in existence prior to such acquisition, and not incurred in contemplation of,
such acquisition;

     

    (6)           Liens
to secure the performance of statutory obligations, surety, customs or appeal
bonds, performance bonds or other obligations of a like nature incurred in the
ordinary course of business;

     

    (7)           Liens
to secure Indebtedness permitted as described by clause (4) in the definition of
Permitted Debt, in each case covering only the assets acquired with or financed
by such Indebtedness and the proceeds thereof;

     

    (8)           Liens
existing on the date hereof;

     

    (9)           Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded; provided that any reserve or
other appropriate provision as is required in conformity with GAAP has been made
therefor;

     

    (10)         pledges
or deposits by a Person under worker’s compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to
which such Person is a party, or deposits as security for contested taxes or
import duties or for the payment of rent, in each case incurred in the ordinary
course of business;

     

    (11)         Liens
imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’
Liens, in each case, incurred in the ordinary course of business;

     

    (12)     
    judgment Liens not giving rise to an Event of Default so
long as such Lien is adequately bonded and any appropriate legal proceedings
which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the
period within which such proceedings may be initiated shall not have
expired;

    

      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      

    

     

    (13)         Liens
arising solely by virtue of any statutory or common law provision relating to
banker’s Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such
deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Company or any of its Restricted Subsidiaries
in excess of those set forth by regulations promulgated by the Federal Reserve
Board and (B) such deposit account is not intended by the Company or any
Restricted Subsidiary to provide collateral to the depository
institution;

     

    (14)         survey
exceptions, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property
that were not incurred in connection with Indebtedness and that do not in the
aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;

     

    (15)         Liens
securing Hedging Obligations so long as such Hedging Obligations relate to
Indebtedness that is permitted to be incurred under this Indenture;

     

    (16)         Liens
to secure any Permitted Refinancing Indebtedness permitted to be incurred under
this Indenture; provided, however, that:

     

    (a)           the
new Lien shall be limited to all or part of the same property and assets that
secured or, under the written agreements pursuant to which the original Lien
arose, could secure the original Lien (plus improvements and accessions to, such
property or proceeds or distributions thereof); and

     

    (b)           the
Indebtedness secured by the new Lien is not increased to any amount greater than
the sum of (x) the outstanding principal amount, or, if greater, committed
amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to
pay any fees and expenses, including premiums, related to such renewal,
refunding, refinancing, replacement, defeasance or discharge;

     

    (17)         Liens
incurred in the ordinary course of business of the Company or any Subsidiary of
the Company with respect to obligations that do not exceed $2.0 million at any
one time outstanding;

     

    (18)         licenses
or leases or subleases as licensor, lessor, sublessor or sublicensor of any of
its property, including intellectual property, in the ordinary course of
business;

     

    (19)         Liens
on assets pursuant to merger agreements, stock or asset purchase agreements and
similar agreements in respect of the disposition of such assets;

    


    
      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      

    

    


    (20)         options,
put and call arrangements, rights of first refusal and similar rights relating
to Investments in joint ventures, partnerships and the like;

     

    (21)         any
pledge of the Capital Stock of an Unrestricted Subsidiary to secure Indebtedness
of such Unrestricted Subsidiary;

     

    (22)         Liens
on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto;

     

    (23)         Liens
on any cash earnest money deposits made by the Company or any Restricted
Subsidiaries in connection with any letter of intent or purchase
agreement;

     

    (24)         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 in the
ordinary course of business;

     

    (25)         any
encumbrances or restrictions (including put and call agreements) with respect to
the Capital Stock of any joint venture; and

     

    (26)         Liens
in the nature of the right of setoff in favor of counterparties to contractual
agreements with the Company or any Restricted Subsidiary in the ordinary course
of business.

     

    “Permitted Parent Payments”
means, without duplication as to amounts:

     

    (1)           payments
to Parent or Intermediate or, in each case, any Subsidiary or successor thereof,
to permit Parent or Intermediate or such Subsidiary or successor to pay (i)
franchise taxes or other costs of maintaining its corporate existence and (ii)
accounting, legal and administrative and other operating expenses of Parent of
Intermediate when due; provided that, in the case of
clause (ii), such payments shall not exceed $500,000 per annum;

     

    (2)           for
so long as the Company or any Subsidiary thereof is a member of a group or
subgroup filing a consolidated or combined tax return with Parent or
Intermediate or, in each case, any Subsidiary or successor thereof, payments,
directly or indirectly, to Parent or Intermediate or any such Subsidiary or
successor in respect of an allocable portion of the tax liabilities of such
group or subgroup that is attributable to the Company and its Subsidiaries
(“Tax Payments”). The Tax Payments shall
not exceed the net amount of the relevant tax that Parent or Intermediate or, in
each case, any Subsidiary or successor thereof, actually owes to the appropriate
taxing authority attributable to (without duplication) (i) the operations of the
Company and its Subsidiaries, (ii) the direct or indirect ownership of the
Company and its Subsidiaries or (iii) any payments received pursuant to this
clause (2) of Permitted Parent Payments. Any Tax Payments received from the
Company shall be paid over to the appropriate taxing authority within 30 days of
Parent’s, Intermediate’s or such Subsidiary’s or successor’s receipt of such Tax
Payments or refunded to the Company;

    


    
      
        
           


        

        
          -26-

          
            

          

        

        
           


        

      

    

    


    (3)           dividends
or distributions to Parent or Intermediate to permit Parent or Intermediate to
(a) satisfy its payment obligations, if any, under the Management Agreement as
in effect on the date hereof, or as later amended, provided that any such
amendment is not more disadvantageous to the Company in any material respect
than the Management Agreement as in effect on the date hereof or (b) make
payments pursuant to bonus arrangements adopted in connection with the issuance
of the Notes; and

     

    (4)           fees
and expenses related to any equity offering of any direct or indirect parent of
the Company.

     

    “Permitted Prior Liens”
means:

     

    (1)           Liens
described in clauses (1), (4), (5), (6), (7), (13), (16), (21), (22) and (23) of
the definition of “Permitted Liens;” and

     

    (2)           Permitted
Liens that arise by operation of law and are not voluntarily granted to the
extent by law to priority over the Liens created by the Priority Lien Security
Documents or the Security Documents.

     

    “Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to refund, refinance, replace, defease or discharge other Indebtedness of
the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness), including Indebtedness of the Company or any Restricted
Subsidiary used to refinance Permitted Refinancing Indebtedness; provided that:

     

    (1)           the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness renewed, refunded, refinanced,
replaced, defeased or discharged (plus all accrued interest on the Indebtedness
and the amount of all fees and expenses, including premiums, incurred in
connection therewith);

     

    (2)           such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged;

     

    (3)           if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and is subordinated in right of payment to, the Notes on terms at least
as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being renewed, refunded, refinanced, replaced,
defeased or discharged; and

     

    (4)           such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged.

    


    
      
        
           


        

        
          -27-

          
            

          

        

        
           


        

      

    

    


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

     

    “Preferred Stock” means any
Equity Interest with preferential right of payment (i) of dividends, or (ii)
upon liquidation, dissolution or winding up of the Company of such Equity
Interest.

     

    “Private Placement Legend”
means the legend set forth in Section 2.06(g)(1) hereof to be placed on all
Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.

     

    “Principal” means Trimaran,
investment funds managed by Trimaran, partners of Trimaran, equity co-investors
in Trimaran Pollo Partners, L.L.C., affiliates of Trimaran, an entity controlled
by any of the foregoing and/or by a trust of the type described hereafter,
and/or a trust for the benefit of any of the foregoing.

     

    “Priority Lien” means a Lien
granted by a Priority Lien Security Document to the Priority Lien Collateral
Agent, at any time, upon any property of the Company or any Guarantor to secure
Priority Lien Obligations.

     

    “Priority Lien Cap” means, as
of any date, the principal amount outstanding under the Credit Agreement and/or
the Indebtedness outstanding under any other Credit Facility, in an aggregate
principal amount not to exceed $12.5 million, less the aggregate amount of
all Net Proceeds of Asset Sales applied by the Company or any of its Restricted
Subsidiaries since the date of the indenture to repay any term Indebtedness
under a Credit Facility or to repay any revolving credit Indebtedness under a
Credit Facility and effect a corresponding commitment reduction thereunder
pursuant to Section 4.10 hereof.  For purposes of this definition, all
letters of credit will be valued at the face amount thereof, whether or not
drawn.

     

    “Priority Lien Collateral
Agent” means Jefferies Finance LLC, in its capacity as collateral agent
under the Priority Lien Security Documents, together with its successors in such
capacity.

     

    “Priority Lien Debt”
means:

     

    (1)           Indebtedness
of the Company under the Credit Agreement that was permitted to be incurred and
secured under this Indenture and the other Note Documents; and

     

    (2)           Indebtedness
of the Company under any other Credit Facility that is secured by a Priority
Lien that was permitted to be incurred and so secured under this Indenture and
the other Note Documents; provided, in the case of any
Indebtedness referred to in this clause (2), that:

     

    (a)           on
or before the date on which such Indebtedness is incurred by the Company, such
Indebtedness is designated by the Company, in an Officers’ Certificate
delivered to each Priority Lien Representative, the Priority Lien Collateral
Agent and the Collateral Agent, as “Priority Lien Debt;” provided that no Series of
Secured Debt may be designated as both Parity Lien Debt and Priority Lien
Debt;

    

      
        
           


        

        
          -28-

          
            

          

        

        
           


        

      

    

     

    (b)           such
Indebtedness is governed by a credit agreement or other agreement that includes
a Lien Sharing and Priority Confirmation; and

     

    (c)           all
requirements set forth in the Intercreditor Agreement as to the confirmation,
grant or perfection of the Priority Lien Collateral Agent’s Lien to secure such
Indebtedness or Obligations in respect thereof are satisfied (and the
satisfaction of such requirements and the other provisions of this clause
(c) will be conclusively established if the Company delivers to the
Priority Lien Collateral Agent and the Collateral Agent an Officers’ Certificate
stating that such requirements and other provisions have been satisfied and that
such Indebtedness is “Priority Lien Debt”).

     

    “Priority Lien Documents”
means the Credit Agreement and any other Credit Facility pursuant to which any
Priority Lien Debt is incurred and the Priority Lien Security
Documents.

     

    “Priority Lien Obligations”
means Priority Lien Debt and all other Obligations in respect
thereof.

     

    “Priority Lien Representative”
means (1) the administrative agent under the Credit Agreement or
(2) in the case of any other Series of Priority Lien Debt, the trustee,
agent or representative of the holders of such Series of Priority Lien Debt who
maintains the transfer register for such Series of Priority Lien Debt and is
appointed as a representative of the Priority Lien Debt (for purposes related to
the administration of the Priority Lien Security Documents) pursuant to the
credit agreement or other agreement governing such Series of Priority Lien
Debt.

     

    “Priority Lien Security
Documents” means the Intercreditor Agreement, each Lien Sharing and
Priority Confirmation, and all security agreements, pledge agreements,
collateral assignments, mortgages, deeds of trust, collateral agency agreements,
control agreements or other grants or transfers for security executed and
delivered by the Company or any Guarantor creating (or purporting to create) a
Priority Lien upon Collateral in favor of the Priority Lien Collateral Agent, in
each case, as amended, modified, renewed, restated, amended and restated, or
replaced, in whole or in part, from time to time, in accordance with its
terms.

     

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

     

    “Registration Rights
Agreement” means the Registration Rights Agreement, dated as of the date
hereof, between the Company, Intermediate and the Initial Purchaser, as such
agreement may be amended, modified or supplemented from time to time, and, with
respect to any Additional Notes, one or more registration rights agreements
between the Company and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

    


    
      
        
           


        

        
          -29-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

    “Related Party”
means:

     

    (1)           any
controlling equity holder or more than 50% owned Subsidiary of any Principal;
or

     

    (2)           any
trust, corporation, partnership, limited liability company or other entity, the
beneficiaries, stockholders, partners, members, owners or Persons beneficially
holding a more than 50% controlling interest of which consist of the Principal
and/or such other Persons referred to in the immediately preceding clause
(1).

     

    “Responsible Officer,” when
used with respect to the Trustee, means any officer within the Corporate Trust
Department of the Trustee (or any successor group of the Trustee) located at the
address of the Trustee set forth in Section 13.02 who has direct responsibility
for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred by a Responsible Officer because of his knowledge of and familiarity
with the particular subject.

     

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

     

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

     

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

     

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

     

    “Restricted Subsidiary” of a
Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.

     

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

     

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

     

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

     

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

     

    “Sale of Collateral” means any
Asset Sale involving a sale or other disposition of Collateral.

    


    
      
        
           


        

        
          -30-

          
            

          

        

        
           


        

      

    

    


    “Sale of a Guarantor” means
any Asset Sale involving a sale or other disposition of Capital Stock of a
Guarantor.

     

    “SEC” means the Securities and
Exchange Commission.

     

    “Secured Debt” means Parity
Lien Debt and Priority Lien Debt.

     

    “Secured Debt Documents” means
the Note Documents and the Priority Lien Documents.

     

    “Secured Debt Representative”
means the Collateral Agent and each Priority Lien Representative.

     

    “Secured Obligations” means
Parity Lien Obligations and Priority Lien Obligations.

     

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

     

    “Security Documents” means the
Intercreditor Agreement, each Lien Sharing and Priority Confirmation, and all
security agreements, pledge agreements, collateral assignments, mortgages, deeds
of trust, collateral agency agreements, control agreements or other grants or
transfers for security executed and delivered by the Company or any Guarantor
creating (or purporting to create) a Parity Lien upon Collateral in favor of the
Collateral Agent, in each case, as amended, modified, renewed, restated, amended
and restated, or replaced, in whole or in part, from time to time, in accordance
with its terms and the provisions under the applicable Security
Documents.

     

    “Series of Priority Lien Debt”
means, severally, the Indebtedness outstanding under the Credit Agreement and
any other Credit Facility that constitutes Priority Lien Debt.

     

    “Series of Secured Debt” means
Parity Lien Debt and each Series of Priority Lien Debt.

     

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

     

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

     

    “Similar Business” means any
business by the Company and its Restricted Subsidiaries on the date hereof or
any business that is similar, reasonably related, incidental or ancillary
thereto.

     

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

    


    
      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

    “TIA” means the Trust
Indenture Act of 1939 as in effect on the date on which this Indenture is
qualified thereunder.

     

    “Trimaran” means Trimaran
Capital Partners.

     

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

     

    “Unrestricted Global Note”
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.

     

    “Unrestricted Definitive Note”
means a Definitive Note that does not bear and is not required to bear the
Private Placement Legend.

     

    “Unrestricted Subsidiary”
means any Subsidiary of the Company is designated by the Board of Directors of
the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board
of Directors, and any Subsidiary of such Unrestricted Subsidiary, but only to
the extent that such Subsidiary:

     

    (1)           has
no Indebtedness other than Non-Recourse Debt;

     

    (2)           except
as permitted by Section 4.11 hereof, is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company;

     

    (3)           is
a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and

    


    
      
        
           


        

        
          -32-

          
            

          

        

        
           


        

      

    

    


    (4)           has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted
Subsidiaries.

     

    “U.S. Person” means a U.S.
Person as defined in Rule 902(k) promulgated under the Securities
Act.

     

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

     

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

     

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

     

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

     

    “Wholly-Owned Restricted
Subsidiary” of any specified Person means a Subsidiary of such Person all
of the outstanding Capital Stock or other ownership interests of which (other
than directors’ qualifying shares) will at the time be owned by such Person or
by one or more Wholly-Owned Restricted Subsidiaries of such Person and one or
more Wholly-Owned Restricted Subsidiaries of such Person.

     

    
      	
              Section
      1.02

            	
              Other
      Definitions.

            


    

     

    
      
        
          
            	
                    
                      Term 

                    

                  	 
      	
                    
                      Defined in

                      Section

                    

                  
	
                    “Affiliate
      Transaction”

                  	 
      	
                    4.11

                  
	
                    “Asset Sale
      Offer”

                  	 
      	
                    3.09

                  
	
                    “Authentication
      Order”

                  	 
      	
                    2.02

                  
	
                    “Change of Control
      Offer”

                  	 
      	
                    4.15

                  
	
                    “Change of Control
      Payment”

                  	 
      	
                    4.15

                  
	
                    “Change of Control Payment
      Date”

                  	 
      	
                    4.15

                  
	
                    “Covenant
      Defeasance”

                  	 
      	
                    8.03

                  
	
                    “DTC”

                  	 
      	
                    2.03

                  
	
                    “Event of
      Default”

                  	 
      	
                    6.01

                  
	
                    “Excess
      Proceeds”

                  	 
      	
                    4.10

                  
	
                    “incur”

                  	 
      	
                    4.09

                  
	
                    “Legal
      Defeasance”

                  	 
      	
                    8.02

                  
	
                    “Offer
      Amount”

                  	 
      	
                    3.09

                  
	
                    “Offer
      Period”

                  	 
      	
                    3.09

                  
	
                    “Offering
      Circular”

                  	 
      	
                    9.01

                  


          

        

         

        
          
            
            

          

          
            -33-

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  	
                          Term 

                        	 
      	
                          Defined in

                          Section

                        
	
                          “Paying
      Agent”

                        	 
      	
                          2.03

                        
	
                          “Payment
      Default”

                        	 
      	
                          6.01

                        
	
                          “Purchase
      Date”

                        	 
      	
                          3.09

                        
	
                          “Registrar”

                        	 
      	
                          2.03

                        
	
                          “Restricted
      Payments”

                        	 
      	
                          4.07

                        
	
                          “Tax
      Payments”

                        	 
      	
                          1.01

                        


                

              

            

          

        

      

    

    


    
      	
              Section
      1.03

            	
              Incorporation by Reference of
      Trust Indenture Act.

            


    

     

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

     

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

     

    “indenture securities” means
the Notes;

     

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

     

    “indenture to be qualified”
means this Indenture;

     

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

     

    “obligor” on the Notes and the
Note Guarantees means the Company and the Guarantors, respectively, and any
successor obligor upon the Notes and the Note Guarantees,
respectively.

     

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

     

    
      	
              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 in the plural include the
singular;

     

    (5)           “will”
shall be interpreted to express a command;

    


    
      
        
           


        

        
          -34-

          
            

          

        

        
           


        

      

    

    


    (6)           provisions
apply to successive events and transactions; and

     

    (7)           references
to sections of or rules under the Securities Act will be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from
time to time.

     

    ARTICLE
2.

     

    THE
NOTES

     

    
      	
              Section
      2.01

            	
              Form and
      Dating.

            


    

     

    (a)           General.  The Notes
and the Trustee’s certificate of authentication will 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; provided, that any such
notations, legends or endorsements are in a form acceptable to the
Company.  Each Note will be dated the date of its
authentication.  The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

     

    The terms
and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Parent Guarantor and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.  However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be
controlling.

     

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

     

    
      	
              Section
      2.02

            	
              Execution and
      Authentication.

            


    

     

    At least
one Officer must sign the Notes for the Company by manual or facsimile
signature.

     

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

    


    
      
        
           


        

        
          -35-

          
            

          

        

        
           


        

      

    

    


    A Note
will not be valid until authenticated by the manual signature of the
Trustee.  The signature will be conclusive evidence that the Note has
been authenticated under this Indenture.

     

    The
Trustee will, upon receipt of a written order of the Company signed by one
Officer of the Company (an “Authentication Order”)
(together with any other documents that may be reasonably required by the
Trustee), authenticate and deliver:  (i) on the date hereof, an
aggregate principal amount of $132.5 million 113⁄4% Senior Secured Notes due 2012,
(ii) Additional Notes issued in compliance with Section 2.14 hereof for an
original issue in an aggregate principal amount specified in the written order
of the Company pursuant to this Section 2.02 and (iii) Exchange Notes for issue
only in an Exchange Offer pursuant to the Registration Rights Agreement for a
like principal amount of Initial Notes or Additional Notes.  Such
Authentication Order shall specify the amount of the Notes to be authenticated
and the date on which the original issue of the Notes is to be
authenticated.

     

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

     

    
      	
              Section
      2.03

            	
              Registrar and Paying
      Agent.

            


    

     

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

     

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

     

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

     

    
      	
              Section
      2.04

            	
              Paying Agent to Hold Money in
      Trust.

            


    

     

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

     

    
      
        
          
             


          

          
            -36-

            
              

            

          

          
             


          

        

      

    

     

    
      	
              Section
      2.05

            	
              Holder
      Lists.

            


    

     

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

     

    
      	
              Section
      2.06

            	
              Transfer and
      Exchange.

            


    

     

    (a)           Transfer and Exchange of Global
Notes.  A Global Note may not be transferred as a whole except
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Notes will be exchanged by the Company for
Definitive Notes if:

     

    (1)           the
Depositary notifies the Company that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary;
or

     

    (2)           the
Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee.

     

    Upon the
occurrence of either of the preceding events in (1) or (2) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee.  Global Notes also may be exchanged or replaced, in whole or
in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note.  A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a); however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f)
hereof.

    
       

      
        
          
            
               


            

            
              -37-

              
                

              

            

            
               


            

          

        

      

       

    

    (b)           Transfer and Exchange of Beneficial
Interests in the Global Notes.  The transfer and exchange of
beneficial interests in the Global Notes will be effected through the
Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  None of the Company,
the Trustee, Paying Agent, nor any agent of the Company shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Note, or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.  Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities
Act.  Transfers of beneficial interests in the Global Notes also will
require compliance with either subparagraph (1) or (2) below, as applicable, as
well as one or more of the other following subparagraphs, as
applicable:

     

    (1)           Transfer of Beneficial Interests in
the Same Global Note.  Beneficial interests in any Restricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement
Legend.  Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note.  No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1).

     

    (2)           All Other Transfers and Exchanges of
Beneficial Interests in Global Notes.  In connection with all
transfers and exchanges of beneficial interests that are not subject to Section
2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:

     

    (A)          both:

     

    (i)      a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged;
and

     

    (ii)     instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase;
or

     

    (B)           both:

     

    (i)      a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged; and

     

    (ii)     instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above.

    


    
      
        
           


        

        
          -38-

          
            

          

        

        
           


        

      

    

    


    Upon
consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes.  Upon satisfaction of all of
the requirements for transfer or exchange of beneficial interests in Global
Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof.

     

    (3)           Transfer of Beneficial Interests to
Another Restricted Global Note.  A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof
in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the
Registrar receives the following:

     

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

     

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

     

    (C)           if
the transferee will take delivery in the form of a beneficial interest in the
IAI Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable.

     

    (4)           Transfer and Exchange of Beneficial
Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section
2.06(b)(2) above and:

     

    (A)           such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial interest
to be transferred, in the case of an exchange, or the transferee, in the case of
a transfer, provides the certifications required by the applicable Letter of
Transmittal and the Exchange Offer Registration Statement;

     

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

    


    
      
        
           


        

        
          -39-

          
            

          

        

        
           


        

      

    

    


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

     

    (D)           the
Registrar receives the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
           


        

        
          -40-

          
            

          

        

        
           


        

      

    

    


    (B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;

     

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

     

    (D)           if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;

     

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

     

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

     

    (G)           if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,

     

    the
Trustee shall cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
shall execute and the Trustee shall authenticate and deliver to the Person
designated in the instructions a Definitive Note in the appropriate principal
amount.  Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall deliver such Definitive Notes
to the Persons in whose names such Notes are so registered.  Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained
therein.

     

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

     

    (A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, provides the certifications
required by the applicable Letter of Transmittal and the Exchange Offer
Registration Statement;

     

    
      
        
          
             


          

          
            -41-

            
              

            

          

          
             


          

        

      

    

     

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

     

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

     

    (D)           the
Registrar receives the following:

     

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

     

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

     

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

     

    (3)           Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes.  If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2)
hereof, the Trustee will cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Company will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(3) will be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant.  The Trustee will deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.  Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(3) will not bear the Private Placement Legend.

    


    
      
        
           


        

        
          -42-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (G)           if
such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,

     

    the
Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in all other cases, the IAI Global Note.

     

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

     

    
      
        
          
             


          

          
            -43-

            
              

            

          

          
             


          

        

      

    

     

    (A)           such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, provides the
certifications required by the applicable Letter of Transmittal and the Exchange
Offer Registration Statement;

     

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

     

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

     

    (D)           the
Registrar receives the following:

     

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

     

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

     

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

     

    Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global
Note.

     

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

     

    If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an
Unrestricted Global Note has
not yet been issued, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of Definitive Notes so
transferred.

    

      
        
           


        

        
          -44-

          
            

          

        

        
           


        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (A)           such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, provides the
certifications required by the applicable Letter of Transmittal and the Exchange
Offer Registration Statement;

     

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

    


    
      
        
           


        

        
          -45-

          
            

          

        

        
           


        

      

    

    


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

     

    (D)           the
Registrar receives the following:

     

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

     

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

     

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

     

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

     

    (f)           Exchange
Offer.  Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof (together with
such other documents that the Trustee may reasonably require), the Trustee will
authenticate:

     

    (1)           one
or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
accepted for exchange in the Exchange Offer in accordance with the Registration
Rights Agreement by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating
in a distribution of the Exchange Notes and (C) they are not affiliates (as
defined in Rule 144) of the Company; and

     

    (2)           Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the Exchange Offer
in accordance with the Registration Rights Agreement.

     

    


    
      
        
           


        

        
          -46-

          
            

          

        

        
           


        

      

    

    


    Concurrently
with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and,
if applicable, the Company will execute and the Trustee will authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

     

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

     

    (1)           Private Placement
Legend.

     

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

     

    “THIS
NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), OR (B) IT HAS ACQUIRED
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (A) TO EL POLLO LOCO, INC., EPL
INTERMEDIATE, INC. OR ANY OF THEIR SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S
OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY AND THE TRUSTEE) OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTIONS” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY
RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING.”

    

      
        
           


        

        
          -47-

          
            

          

        

        
           


        

      

    

     

    (B)           Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.

     

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

     

    “THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     

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

    

      
        
           


        

        
          -48-

          
            

          

        

        
           


        

      

    

     

    (h)           Cancellation and/or Adjustment of
Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part,
each such Global Note will 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 Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will 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 will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.

     

    (i)           General Provisions Relating to
Transfers and Exchanges.

     

    (1)           To
permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request.

     

    (2)           No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05
hereof).

     

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

     

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

     

    (5)           Neither
the Registrar nor the Company will be required:

     

    (A)           to
issue, to register the transfer of or to exchange any Notes (i) during a period
beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of
selection or (ii) during a period beginning of the opening of business 15 days
before any interest payment date and ending at the close of business on such
interest payment date;

    

      
        
           


        

        
          -49-

          
            

          

        

        
           


        

      

    

     

    (B)           to
register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; or

     

    (C)           to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.

     

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

     

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

     

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

     

    The
Trustee shall have no obligation or duty under this Indenture to monitor,
determine or inquire as to compliance with any restriction on transfers imposed
under this Indenture under applicable securities law with respect to any
transfer of any interest in any 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 retain copies of all letters, notices and other written
communications received pursuant to this Section 2.06 (including all Notes
received for transfer pursuant to this Section 2.06).  The Company
shall have the right to require the Trustee to deliver to the Company, at the
Company’s expense, copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Trustee.

     

    In
connection with any transfer of any Note, the Trustee and the Company shall be
entitled to receive, shall be under no duty to inquire into, may conclusively
presume the correctness of, and shall be fully protected in relying upon the
certificates, opinions and other information referred to herein (or in the forms
provided herein, attached hereto or to the Notes, or otherwise) received from
any Holder and any transferee of any Note regarding the validity, legality and
due authorization of any such transfer, the eligibility of the transferee to
receive such Note and any other facts and circumstances related to such
transfer.

    


    
      
        
           


        

        
          -50-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      2.07

            	
              Replacement
      Notes.

            


    

     

    If any
mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company will issue and the Trustee, upon receipt of an Authentication
Order, will authenticate a replacement Note.  If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced.  The Company may charge
for its expenses in replacing a Note.

     

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

     

    
      	
              Section
      2.08

            	
              Outstanding
      Notes.

            


    

     

    The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding.  Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of
Section 3.07(a) hereof.

     

    If a Note
is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a protected purchaser.

     

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

     

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

     

    
      	
              Section
      2.09

            	
              Treasury
      Notes.

            


    

     

    In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company or any
Guarantor, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any Guarantor,
will be considered as though not outstanding, except that for the purposes of
determining whether the Trustee will 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 will be so disregarded.

    


    
      
        
           


        

        
          -51-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      2.10

            	
              Temporary
      Notes.

            


    

     

    Until
certificates representing Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an Authentication Order, will authenticate
temporary Notes.  Temporary Notes will be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Company will prepare and the
Trustee will authenticate definitive Notes in exchange for temporary
Notes.

     

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

     

    
      	
              Section
      2.11

            	
              Cancellation.

            


    

     

    The
Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent will forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else will cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will dispose of canceled Notes in accordance with its customary
procedures (subject to the record retention requirement of the Exchange
Act).  Certification of the destruction of all canceled Notes will be
delivered to the Company.  The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

     

    
      	
              Section
      2.12

            	
              Defaulted
      Interest.

            


    

     

    If the
Company defaults in a payment of interest on the Notes, it will pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof.  The Company will notify the Trustee in
writing in the form of an Officers’ Certificate of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed
payment.  The Company will fix or cause to be fixed each such special
record date and payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) will mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

     

    
      	
              Section
      2.13

            	
              CUSIP
      Numbers.

            


    

     

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

    


    
      
        
           


        

        
          -52-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      2.14

            	
              Issuance
      of Additional Notes.

            


    

     

    The
Company shall be entitled, from time to time, subject to its compliance with
Section 4.09 hereof, without consent of the Holders, to issue Additional Notes
under this Indenture with identical terms as the Initial Notes other than with
respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of
interest payable on the first interest payment date and (iv) any adjustments in
order to conform to and ensure compliance with the Securities Act (or other
applicable securities laws).  The Initial Notes, any Additional Notes
and all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture.

     

    With
respect to any Additional Notes, the Company shall set forth in an Officers’
Certificate pursuant to a resolution of the Board of Directors of the Company,
copies of which shall be delivered to the Trustee, the following
information:

     

    (1)           the
aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;

     

    (2)           the
issue price, the issue date and the CUSIP number of such Additional Notes; provided, however, that no Additional
Notes may be issued at a price that would cause such Additional Notes to have
“original issue discount” within the meaning of Section 1273 of the Internal
Revenue Code of 1986, as amended; and

     

    (3)           whether
such Additional Notes shall be issued in the form of Restricted Global Notes or
Exchange Notes.

     

    ARTICLE
3.

     

    REDEMPTION
AND PREPAYMENT

     

    
      	
              Section
      3.01

            	
              Notices to
      Trustee.

            


    

     

    If the
Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 30 days, but not
more than 60 days before a redemption date, an Officers’ Certificate setting
forth:

     

    (1)           the
clause of this Indenture pursuant to which the redemption shall
occur;

     

    (2)           the
redemption date;

     

    (3)           the
principal amount of Notes to be redeemed; and

     

    (4)           the
redemption price.

    


    
      
        
           


        

        
          -53-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      3.02

            	
              Selection
      of Notes to Be Redeemed or
Purchased.

            


    

     

    If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee will select Notes for redemption or purchase on a pro rata basis unless
otherwise required by law or applicable stock exchange
requirements.

     

    In the
event of partial redemption or purchase by lot, the particular Notes to be
redeemed or purchased will be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption or purchase date by
the Trustee from the outstanding Notes not previously called for redemption or
purchase.

     

    The
Trustee will promptly notify the Company in writing of the Notes selected for
redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or
purchased.  Notes and portions of Notes selected will be in amounts of
$2,000 or whole multiples of $1,000 in excess thereof; except that if all of the
Notes of a Holder are to be redeemed or purchased, the entire outstanding amount
of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed or purchased.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or
purchase also apply to portions of Notes called for redemption or
purchase.

     

    
      	
              Section
      3.03

            	
              Notice of
      Redemption.

            


    

     

    Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a redemption date, the Company will mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 of this Indenture.

     

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

     

    (1)           the
redemption date;

     

    (2)           the
redemption price;

     

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

     

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

     

    (5)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price, and the CUSIP numbers for such Notes;

     

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

    


    
      
        
           


        

        
          -54-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

    At the
Company’s request, the Trustee will give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

     

    
      	
              Section
      3.04

            	
              Effect of Notice of
      Redemption.

            


    

     

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

     

    
      	
              Section
      3.05

            	
              Deposit of Redemption or
      Purchase Price.

            


    

     

    One
Business Day prior to the redemption or purchase date, the Company will deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
or purchase price of and accrued interest and Liquidated Damages, if any, on all
Notes to be redeemed or purchased on that date.  The Trustee or the
Paying Agent will promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption or purchase price of, and accrued interest and Liquidated
Damages, if any, on, all Notes to be redeemed or purchased.

     

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

     

    
      	
              Section
      3.06

            	
              Notes Redeemed or Purchased in
      Part.

            


    

     

    Upon
surrender of a Note that is redeemed or purchased in part, the Company will
issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

    


    
      
        
           


        

        
          -55-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      3.07

            	
              Optional
      Redemption.

            


    

     

    (a)           At
any time prior to March 1, 2011, the Company may on any one or more occasions
redeem (i) up to 35% of the aggregate principal amount of Notes originally
issued under this Indenture and (ii) all or a portion of any Additional Notes
issued after the date hereof, in each case at a redemption price of 111.750% of
the principal amount, plus accrued and unpaid interest and Liquidated Damages,
if any, to the redemption date, with the net cash proceeds of a sale of Equity
Interests (other than Disqualified Stock) of the Company or a contribution to
the Company’s or Restricted Subsidiary’s (if any) common equity capital made
with the net cash proceeds of an offering of Equity Interests of any other
direct or indirect parent of the Company; provided that:

     

    (1)           at
least 65% of the aggregate principal amount of Notes originally issued under
this Indenture (excluding Notes held by the Company and its Subsidiaries (if
any)) remains outstanding immediately after the occurrence of such redemption;
and

     

    (2)           the
redemption occurs within 120 days of the date of the closing of such sale of
Equity Interests.

     

    Except
pursuant to this Section 3.07(a), the Notes will not be redeemable at the
Company’s option prior to March 1, 2011.

     

    (b)           On
or after March 1, 2011, the Company may redeem all or a part of the Notes 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 and Liquidated Damages, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the periods indicated below,
subject to the rights of holders of Notes on the relevant record date to receive
interest on an interest payment date that is prior to the applicable redemption
date:

     

    
      
        
          
            	
                    
                      Year

                    

                  	 	
                    
                      Percentage

                    

                  	 
	
                    On
      or after March 1, 2011 and prior to September 1, 2011

                  	 	 	105.875	%
	
                    On
      or after September 1, 2011 and prior to March 1, 2012

                  	 	 	102.938	%
	
                    On
      or after March 1, 2012 and thereafter

                  	 	 	100.000	%


          

        

      

    

    


    Unless
the Company defaults in the payment of the redemption price, interest will cease
to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.

     

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

    


    
      
        
           


        

        
          -56-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      3.08

            	
              Mandatory
      Redemption.

            


    

     

    The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

     

    
      	
              Section
      3.09

            	
              Offer to Purchase by
      Application of Excess
Proceeds.

            


    

     

    In the
event that, pursuant to Section 4.10 hereof, the Company is required to commence
an offer to all holders of Parity Lien Obligations to purchase Parity Lien Debt
(an “Asset Sale
Offer”), it will follow the procedures specified below.

     

    The Asset
Sale Offer shall be made to all holders of Parity Lien
Obligations.  The Asset Sale Offer will remain open for a period of at
least 20 Business Days following its commencement and not more than 30 Business
Days, except to the extent that a longer period is required by applicable law
(the “Offer
Period”).  No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”), the Company
will apply all Excess Proceeds (the “Offer Amount”) to the
purchase of Parity Lien Debt (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Parity Lien
Debt tendered in response to the Asset Sale Offer.  Payment for any
Parity Lien Debt so purchased will be made in the same manner as interest
payments are made.

     

    If the
Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest and Liquidated
Damages, if any, will be paid to the Person in whose name a Parity Lien Debt is
registered at the close of business on such record date, and no additional
interest will be payable to holders of Parity Lien Obligations who tender Parity
Lien Debt pursuant to the Asset Sale Offer.

     

    Upon the
commencement of an Asset Sale Offer, the Company will send, by first class mail,
a notice to the Trustee and each of the Holders, with a copy to the
Trustee.  The notice will contain all instructions and materials
necessary to enable such holders to tender such Parity Lien Debt pursuant to the
Asset Sale Offer.  The notice, which will govern the terms of the
Asset Sale Offer, will state:

     

    (1)           that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain
open;

     

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

     

    (3)           that
any Parity Lien Debt not tendered or accepted for payment will continue to
accrue interest;

     

    (4)           that,
unless the Company defaults in making such payment, any Parity Lien Debt
accepted for payment pursuant to the Asset Sale Offer will cease to accrue
interest after the Purchase Date;

    


    
      
        
           


        

        
          -57-

          
            

          

        

        
           


        

      

    

    


    (5)           that
holders of Parity Lien Obligations electing to have a Parity Lien Debt purchased
pursuant to an Asset Sale Offer may elect to have such Parity Lien Debt
purchased in integral multiples of $1,000 only;

     

    (6)           that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a Paying
Agent at the address specified in the notice at least three days before the
Purchase Date;

     

    (7)           that
holders of Parity Lien Obligations will be entitled to withdraw their election
if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Parity Lien Debt the holder delivered for purchase and a statement
that such holder is withdrawing his election to have such Parity Lien Debt
purchased;

     

    (8)           that,
if the aggregate principal amount of Parity Lien Debt exceeds the Offer Amount,
the Company will select the Parity Lien Debt to be purchased on a pro rata basis based on the
principal amount of Parity Lien Debt surrendered (with such adjustments as may
be deemed appropriate by the Company so that only Parity Lien Debt in
denominations of $2,000, or integral multiples of $1,000 in excess thereof, will
be purchased); and

     

    (9)           that
holders whose Parity Lien Debt were purchased only in part will be issued new
Parity Lien Debt equal in principal amount to the unpurchased portion of the
Parity Lien Debt surrendered (or transferred by book-entry
transfer).

     

    On or
before the Purchase Date, the Company will, to the extent lawful, accept for
payment, on a pro rata
basis to the extent necessary, the Offer Amount of Parity Lien Debt or
portions thereof tendered pursuant to the Asset Sale Offer, or if less than the
Offer Amount has been tendered, all Parity Lien Debt tendered, and will deliver
or cause to be delivered to the Trustee the Parity Lien Debt properly accepted
together with an Officers’ Certificate stating that such Parity Lien Debt or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09.  The Company, the Depositary or the Paying
Agent, as the case may be, will promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering holder of Parity
Lien Obligations an amount equal to the purchase price of the Parity Lien Debt
tendered by such holder and accepted by the Company for purchase, and the
Company, will promptly issue new Parity Lien Debt, and the Trustee, upon written
request from the Company will authenticate and mail or deliver (or cause to be
transferred by book entry) such new Parity Lien Debt to such holder, in a
principal amount equal to any unpurchased portion of the Parity Lien Debt
surrendered.  Any Parity Lien Debt not so accepted shall be promptly
mailed or delivered by the Company to the holder thereof.  The Company
will publicly announce the results of the Asset Sale Offer on the Purchase
Date.

     

    Other
than as specifically provided in this Section 3.09, any purchase pursuant to
this Section 3.09 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof.

    


    
      
        
           


        

        
          -58-

          
            

          

        

        
           


        

      

    

    


    In no
event shall the Trustee or Collateral Agent have any responsibility under this
Indenture to any holder of Parity Lien Debt other than Holders of the Notes
hereunder.

     

    ARTICLE
4.

     

    COVENANTS

     

    
      	
              Section
      4.01

            	
              Payment of
      Notes.

            


    

     

    The
Company will pay or cause to be paid the principal of, premium, if any, and
interest and Liquidated Damages, if any, on the Notes on the dates and in the
manner provided in the Notes.  Principal, premium, if any, and
interest and Liquidated Damages, if any will be considered paid on the date due
if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as
of 10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due.  The Company will
pay all Liquidated Damages, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

     

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

     

    
      	
              Section
      4.02

            	
              Maintenance of Office or
      Agency.

            


    

     

    The
Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be
served.  The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or
agency.  If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, or at the trust office of
its affiliate at The Bank of New York Mellon, 101 Barclay Street, 8W, New York,
New York 10286, Attention: Corporate Trust Administrator.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes.  The Company 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.

    


    
      
        
           


        

        
          -59-

          
            

          

        

        
           


        

      

    

    


    The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03 hereof, and
designates the trust office of the affiliate of the Trustee at The Bank of New
York Mellon, 101 Barclay Street, 8W, New York, New York 10286, Attention:
Corporate Trust Administrator or another such office or agency.

     

    
      	
              Section
      4.03

            	
              Reports.

            


    

     

    (a)           Whether
or not required by the SEC’s rules and regulations, so long as any Notes are
outstanding, the Company will furnish to the Holders of Notes, within the time
periods specified in the SEC’s rules and regulations:

     

    (1)           all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports;
and

     

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

     

    The
availability of the foregoing materials on the SEC’s EDGAR service shall be
deemed to satisfy the Company’s delivery obligation.

     

    All such
reports will be prepared in all material respects in accordance with all of the
rules and regulations applicable to such reports.  Each annual report
on Form 10-K will include a report on the Company’s consolidated financial
statements by the Company’s certified independent accountants.  In
addition, the Company will file a copy of each of the reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the rules and regulations applicable to such reports
(unless the SEC will not accept such a filing).

     

    (b)           If
the Company is no longer subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company will nevertheless continue filing the
reports specified in Section 4.03(a) with the SEC within the time periods
specified in Section 4.03(a) unless the SEC will not accept such a
filing.  The Company agrees that it will not take any action for the
purpose of causing the SEC not to accept any such filings.  If,
notwithstanding the foregoing, the SEC will not accept the Company’s filings for
any reason, the Company will post the reports referred to in Section 4.03(a) on
its website within the time periods that would apply if the Company were
required to file those reports with the SEC.

     

    (c)           In
the event that (1) the rules and regulations of the SEC permit the Company and
any direct or indirect parent company of the Company to report at such parent
entity’s level on a consolidated basis and (2) such parent entity of the Company
is not engaged in any business in any material respect other than incidental to
its ownership, directly or indirectly of the Capital Stock of the Company, the
information and reports required by this Section 4.03 may be those of such
parent company on a consolidated basis.

     

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

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      4.04

            	
              Compliance
      Certificate.

            


    

     

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

     

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

     

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

     

    
      	
              Section
      4.05

            	
              Taxes.

            


    

     

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

    


    
      
        
           


        

        
          -61-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      4.06

            	
              Stay,
      Extension and Usury Laws.

            


    

     

    The
Company and each of the Guarantors covenants (to the extent that it may lawfully
do so) 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, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, 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 has been
enacted.

     

    
      	
              Section
      4.07

            	
              Restricted
      Payments.

            


    

     

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

     

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

     

    (2)           purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the
Company;

     

    (3)           make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Guarantor
that is unsecured or contractually subordinated to the Notes or to any Note
Guarantee (excluding any intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries), except (X) a payment of interest or
principal at the Stated Maturity thereof; or (Y) a payment, purchase,
redemption, defeasance or other acquisition or retirement for value of any such
Indebtedness in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
payment, purchase, redemption, defeasance, acquisition or retirement;
or

     

    (4)           make
any Restricted Investment,

     

    (all such
payments and other actions set forth in these clauses (1) through (4) above
being collectively referred to as “Restricted Payments”),
unless, at the time of and after giving effect to such Restricted
Payment:

    


    
      
        
           


        

        
          -62-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

    (3)           such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since the date
hereof (excluding Restricted Payments permitted by clauses (2), (3), (4), (5),
(6), (8), (9), (10), (11), (12) and (13) of Section 4.07(b)), is less than the
sum, without duplication, of:

     

    (a)           50%
of (i) the Consolidated Net Income of the Company for the period (taken as one
accounting period) from first day of the first full fiscal quarter following the
date hereof to the end of the Company’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a deficit, less
100% of such deficit) and (ii) any dividends received by the Company or a
Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor after the
date hereof from an Unrestricted Subsidiary of the Company, to the extent that
such dividends were not otherwise included in Consolidated Net Income of the
Company for such period, plus

     

    (b)           100%
of (x) the aggregate net cash proceeds received by the Company since the date
hereof as a contribution to its common equity capital or from the issue or sale
of Equity Interests of the Company (other than Disqualified Stock and Excluded
Contributions) or from the issue or sale of convertible or exchangeable
Disqualified Stock or convertible or exchangeable debt securities of the Company
that have been converted into or exchanged for such Equity Interests (other than
Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary
of the Company), and (y) the Fair Market Value of assets received by the Company
in the form of a capital contribution (other than Excluded Contributions), plus

     

    (c)           to
the extent that any Unrestricted Subsidiary designated as such after the date
hereof is redesignated as a Restricted Subsidiary after the date hereof, the
Fair Market Value of the Company’s Investment in such Subsidiary as of the date
of such redesignation, plus

     

    (d)           to
the extent that any Restricted Investment that was made after the date hereof is
sold for cash or otherwise liquidated, repaid, repurchased or redeemed for cash,
the lesser of (i) the cash return of capital with respect to such Restricted
Investment (less the cost of disposition, if any), and (ii) the initial amount
of such Restricted Investment.

    


    
      
        
           


        

        
          -63-

          
            

          

        

        
           


        

      

    

    


    (b)           The
preceding provisions will not prohibit:

     

    (1)           the
payment of any dividend or the consummation of any irrevocable redemption within
60 days after the date of declaration of the dividend or giving of the
redemption notice, as the case may be, if at the date of declaration or notice,
the dividend or redemption payment would have complied with the provisions of
this Indenture;

     

    (2)           so
long as no Default has occurred and is continuing or would be caused thereby,
the making of any Restricted Payment in exchange for Equity Interests of the
Company (other than Disqualified Stock) or out of the net cash proceeds received
by the Company from the sale (other than to a Subsidiary of the Company) of
Equity Interests of the Company (other than Disqualified Stock) or from the
contribution of common equity capital to the Company; provided that the amount of
any such net cash proceeds will be excluded from and not duplicated with clause
(3)(b) of Section 4.07(a);

     

    (3)           so
long as no Default has occurred and is continuing or would be caused thereby,
the repurchase, redemption, defeasance or other acquisition or retirement for
value of Indebtedness of the Company or any Guarantor that is unsecured or
contractually subordinated to the Notes or to any Note Guarantee with the net
cash proceeds from a substantially concurrent incurrence of Permitted
Refinancing Indebtedness;

     

    (4)           the
payment of any dividend (or, in the case of any partnership or limited liability
company, any similar distribution) by a Restricted Subsidiary of the Company to
the holders of its Equity Interests on a pro rata basis;

     

    (5)           the
repurchase, redemption or other acquisition or retirement for value of, or
dividends or distributions to Parent or Intermediate to allow Parent or
Intermediate to repurchase, redeem or acquire, any Equity Interests of the
Company or any Restricted Subsidiary of the Company held by any current or
former officer, director or employee of the Company or any of its Restricted
Subsidiaries pursuant to any equity subscription agreement, stock option
agreement, shareholders’ agreement or similar agreement

     

    (a)           upon
the death or disability of such officer, director or employee; or

     

    (b)           upon
the resignation or other termination of employment of such officer, director or
employee; provided that
the aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests pursuant to this clause (b) may not exceed $2.0 million in any
twelve-month period plus the aggregate net cash proceeds received by the Company
after the date hereof from the issuance of such Equity Interests to, or the
exercise of options to purchase such Equity Interests by, any current or former
director, officer or employee of the Company or any Restricted Subsidiary
(provided that the amount of such net cash proceeds received by the Company and
utilized pursuant to this clause (b) for any such repurchase, redemption,
acquisition or retirement will be excluded from clause (3)(b) of Section
4.07(a); and provided, further, that amounts
available pursuant to this clause (5) to be utilized for Restricted Payments
during any twelve-month
period may be carried forward and utilized in the next succeeding twelve-month
period).

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

    (6)           the
repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise
price of those stock options;

     

    (7)           so
long as no Default has occurred and is continuing or would be caused thereby,
the declaration and payment of regularly scheduled or accrued dividends to
holders of any class or series of Disqualified Stock of the Company or any
Restricted Subsidiary of the Company issued on or after the date hereof in
accordance with the Fixed Charge Coverage Ratio test described in Section
4.09(a) hereof;

     

    (8)           so
long as no Default has occurred and is continuing or would be caused thereby,
payments pursuant to (or to fund payments under) the Management Agreement as in
effect on the date hereof;

     

    (9)           any
repricing or issuance of employee stock options or the adoption of bonus
arrangements, in each case in connection with the issuance of the Notes, and
payments pursuant to such arrangements;

     

    (10)         Permitted
Parent Payments;

     

    (11)         Restricted
Payments that are made with Excluded Contributions;

     

    (12)         cash
dividends or other distributions on the Company’s or any Restricted Subsidiary’s
Capital Stock used to, or the making of loans, the proceeds of which will be
used to, fund the payment of fees and expenses incurred in connection with the
transactions with any Person described in clauses (1) and (4) of Section
4.11(b); or

     

    (13)         other
Restricted Payments in an aggregate amount not to exceed $5.0 million since the
date hereof.

     

    (c)           The
amount of all Restricted Payments (other than cash) will be the Fair Market
Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted
Payment.  The Fair Market Value of any assets or securities that are
required to be valued by this Section 4.07 must be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the Fair Market Value exceeds $10.0 million.

     

    (d)           For
purposes of determining compliance with this Section 4.07, if a Restricted
Payment meets the criteria of more than one of the exceptions described in
clauses (1) through (13) of Section 4.07(b) or is entitled to be made according
to Section 4.07(a), the Company may, in its sole discretion, classify the
Restricted Payment in any manner that complies with this Section
4.07.

    


    
      
        
           


        

        
          -65-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      4.08

            	
              Dividend
      and Other Payment Restrictions Affecting
  Subsidiaries.

            


    

     

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

     

    (1)           pay
dividends or make any other distributions on its Capital Stock to the Company or
any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to
the Company or any of its Restricted Subsidiaries;

     

    (2)           make
loans or advances to the Company or any of its Restricted Subsidiaries;
or

     

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

     

    (b)           The
restrictions in Section 4.08(a) will not apply to encumbrances or restrictions
existing under or by reason of:

     

    (1)           agreements
as in effect on the date hereof (including the Credit Agreement) and any
amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements; provided that the amendments,
restatements, modifications, renewals, supplements, refundings, replacements or
refinancings are not materially more restrictive, taken as a whole, with respect
to such dividend and other payment restrictions than those contained in those
agreements on the date hereof (as determined in good faith by the
Company);

     

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

     

    (3)           applicable
law, rule, regulation or order;

     

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

     

    (5)           customary
non-assignment provisions in contracts, leases and licenses entered into in the
ordinary course of business;

     

    (6)           purchase
money obligations for property acquired in the ordinary course of business and
Capital Lease Obligations that impose restrictions on the property purchased or
leased of the nature described in clause (3) of Section 4.08(a);

    


    
      
        
           


        

        
          -66-

          
            

          

        

        
           


        

      

    

    


    (7)           any
agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending the sale or other
disposition;

     

    (8)           Permitted
Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced (as
determined in good faith by the Company);

     

    (9)           Liens,
including real estate mortgages, permitted to be incurred under the provisions
of Section 4.12 hereof that limit the right of the debtor to dispose of the
assets subject to such Liens;

     

    (10)           provisions
limiting the disposition or distribution of assets or property in joint venture
agreements, asset sale agreements, sale-leaseback agreements, stock sale
agreements and other similar agreements, which limitation is applicable only to
the assets that are the subject of such agreements; and

     

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

     

    
      	
              Section
      4.09

            	
              Incurrence of Indebtedness and
      Issuance of Preferred Stock.

            


    

     

    (a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”)
any Indebtedness (including Acquired Debt) other than Permitted Debt, and the
Company will not issue any Disqualified Stock and will not permit any of its
Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Company’s Restricted Subsidiaries may incur Indebtedness (including Acquired
Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the
Company’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or such preferred
stock is issued, as the case may be, would have been at least 2.0 to 1
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or the preferred stock had been issued, as the case may be,
at the beginning of such four-quarter period.  This Section 4.09(a)
will not prohibit the incurrence of any Permitted Debt.

     

    (b)           The
Company will not incur, and will not permit any of its Restricted Subsidiaries
to incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or
such Restricted Subsidiary unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the Note Guarantee of such
Restricted Subsidiary on substantially identical terms; provided, however, that no Indebtedness
will be deemed to be contractually subordinated in right of payment to any other
Indebtedness
of the Company solely by virtue of being unsecured or by virtue of being secured
on a junior priority basis.

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

     

    (c)           For
purposes of determining compliance with this Section 4.09, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (15) of the
definition of Permitted Debt, or is entitled to be incurred pursuant to Section
4.09(a), the Company will be permitted, in its sole discretion, to classify such
item of Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this
Section 4.09.  Indebtedness under the Credit Agreement outstanding on
the date on which Notes are first issued and authenticated under this Indenture
will initially be deemed to have been incurred on such date in reliance on the
exception provided by clause (1) of the definition of Permitted
Debt.  The accrual of interest, the accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, the reclassification of
preferred stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Stock in the form of additional shares
of the same class of Disqualified Stock will not be deemed to be an incurrence
of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09; provided,
in each such case, that the amount of any such accrual, accretion or payment is
included in Fixed Charges of the Company as accrued.  Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness
that the Company or any Restricted Subsidiary may incur pursuant to this Section
4.09 shall not be deemed to be exceeded solely as a result of fluctuations in
exchange rates or currency values.

     

    (d)           The
amount of any Indebtedness outstanding as of any date will be:

     

    (1)           the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;

     

    (2)           the
principal amount of the Indebtedness, in the case of any other Indebtedness;
and

     

    (3)           in
respect of Indebtedness of another Person secured by a Lien on the assets of the
specified Person, the lesser of:

     

    (a)           the
Fair Market Value of such assets at the date of determination; and

     

    (b)           the
amount of the Indebtedness of the other Person.

     

    
      	
              Section
      4.10

            	
              Asset
      Sales.

            


    

     

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

     

    (1)           the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed of;
and

    


    
      
        
           


        

        
          -68-

          
            

          

        

        
           


        

      

    

    


    (2)           at
least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents.  For
purposes of this clause (2), each of the following will be deemed to be
cash:

     

    (A)          any
liabilities, as shown on the Company’s most recent consolidated balance sheet,
of the Company or any Restricted Subsidiary (other than contingent liabilities
and liabilities that are by their terms subordinated to the Notes or any Note
Guarantee) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability;

     

    (B)           any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 120 days after such Asset Sale, to
the extent of the cash received in that conversion; and

     

    (C)           any
stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b)
and any Permitted Investments.

     

    (b)           Within
365 days after the receipt of any Net Proceeds from an Asset Sale (other than a
Sale of Collateral or a Sale of a Guarantor), the Company (or the applicable
Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its
option:

     

    (1)           to
repay Priority Lien Debt and, if the Indebtedness repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect
thereto;

     

    (2)           to
acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of
the Company;

     

    (3)           to
make a capital expenditure; or

     

    (4)           to
acquire other assets that are not classified as current assets under GAAP and
that are used or useful in a Permitted Business or other assets (including
current assets) of any of the Company’s franchisees;

     

    Within
365 days after the receipt of any Net Proceeds from an Asset Sale that
constitutes a Sale of Collateral or the Sale of a Guarantor, the Company (or the
applicable Restricted Subsidiary) may apply those Net Proceeds to purchase all
or substantially all of the assets of a Permitted Business, or any Capital Stock
of another Permitted Business if, after giving effect to any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of
the Company, or to make capital expenditures or otherwise purchase other
long-term assets, in each case that would constitute Collateral or to repay
Priority Lien Debt and, if such Priority Lien Debt is revolving credit
Indebtedness, to correspondingly reduce commitments with respect
thereto.

    


    
      
        
           


        

        
          -69-

          
            

          

        

        
           


        

      

    

    


    Pending
the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or temporarily invest the Net Proceeds in cash or
Cash Equivalents.

     

    (c)           Any
Net Proceeds from Asset Sales that are not applied or invested as provided in
Section 4.10(b) will constitute “Excess
Proceeds.”  The Company will, once the aggregate amount of
Excess Proceeds exceeds $5.0 million, make an Asset Sale Offer in accordance
with Section 3.09 hereof to all Holders of Parity Lien Obligations to purchase
the maximum principal amount of Parity Lien Debt that may be purchased out of
the Excess Proceeds.  The offer price in any Asset Sale Offer will be
equal to 100% of principal amount plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, and will be payable in
cash.  If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture.  If the aggregate principal
amount of Parity Lien Debt tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee will select the Parity Lien Debt to be
purchased on a pro rata basis.  Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at
zero.  Notwithstanding the foregoing provisions of this Section
4.10(c), the Company will not be required to make an Asset Sale Offer in
accordance with this Section 4.10(c) until the aggregate amount of Excess
Proceeds exceeds $5.0 million.

     

    (d)           The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer.  To the extent that the provisions of
any securities laws or regulations conflict with the provisions of Sections 3.09
or 4.10 hereof, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under
Section 3.09 hereof or this Section 4.10 by virtue of such
compliance.

     

    
      	
              Section
      4.11

            	
              Transactions with
      Affiliates.

            


    

     

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

     

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

     

    (2)           the
Company delivers to the Trustee:

     

    (a)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $2.5 million, a resolution of the
Board of Directors of the Company set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this Section
4.11(a)
and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company; and

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

     

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

     

    (b)           The
following items and any agreements or employee benefit plans in effect on the
date hereof or any amendment thereto or replacement agreement or plan thereto so
long as any such amendment or replacement agreement is not more disadvantageous
to the Company in any material respect than the original agreement or plan as in
effect on the date hereof, as reasonably determined by the Board of Directors or
senior management of the Company, and payments pursuant thereto, will not be
deemed to be Affiliate Transactions and, therefore, will not be subject to the
provisions of Section 4.11(a):

     

    (1)           any
employment or consulting agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business or
approved in good faith by the Board of Directors of the Company and payments
pursuant thereto and the issuance of Equity Interests of the Company (other than
Disqualified Stock) to directors and employees pursuant to stock option or stock
ownership plans;

     

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

     

    (3)           transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such
Person;

     

    (4)           payment
of reasonable directors’ fees, compensation benefits or indemnity to
directors;

     

    (5)           any
issuance of Equity Interests (other than Disqualified Stock) of the Company to
Affiliates of the Company;

     

    (6)           Permitted
Investments or Restricted Payments that do not violate Section 4.07 hereof and
Section 4.12 hereof;

     

    (7)           loans
or advances to employees made in the ordinary course of business;

     

    (8)           any
transaction with suppliers or franchisees in the ordinary course of business
that are on substantially similar terms to those contained in similar
transactions by the Company or any of its Restricted Subsidiaries with
unaffiliated suppliers and franchisees consistent with past
practice;

    


    
      
        
           


        

        
          -71-

          
            

          

        

        
           


        

      

    

    


    (9)           Permitted
Parent Payments; and

     

    (10)           the
existence of, or the performance by the Company or any of its Restricted
Subsidiaries of its obligations under the terms of any stockholders agreement,
partnership agreement or limited liability company members agreement (including
any registration rights agreement or purchase agreement related thereto) to
which it is a party as of the date hereof and any similar agreements which it
may enter into thereafter, in each case subject to compliance with the other
provisions of this Indenture; provided, however, that the existence,
or the performance by the Company or any of its Restricted Subsidiaries of
obligations under, any future amendment to any such existing agreement or under
any similar agreement entered into after the date hereof shall only be permitted
by this clause (10) to the extent that the terms (taken as a whole) of any such
amendment or new agreement are not otherwise materially disadvantageous to the
holders of the Notes, as determined in good faith by the Board of Directors or
senior management of the Company or such Restricted Subsidiary.

     

    
      	
              Section
      4.12

            	
              Liens.

            


    

     

    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind on any asset now owned or hereafter acquired by the Company or any of its
Restricted Subsidiaries or any proceeds, income or profits therefrom securing
any Indebtedness, except Permitted Liens.  Notwithstanding anything to
the contrary contained in the Note Documents, the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, pledge any
Capital Stock of the Company or any of the Restricted Subsidiaries to secure
Indebtedness of the Company or any Guarantor, other than Liens securing any
Priority Lien Debt, any Parity Lien Debt and as otherwise required as a matter
of law.

     

    
      	
              Section
      4.13

            	
              Business
      Activities.

            


    

     

    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

     

    
      	
              Section
      4.14

            	
              Corporate
      Existence.

            


    

     

    Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:

     

    (1)           its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary; and

     

    (2)           the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided,
however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of the
Company or any of its Subsidiaries, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the
Notes.

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      4.15

            	
              Offer to Repurchase upon
      Change of Control.

            


    

     

    (a)           If
a Change of Control occurs, each Holder of Notes will have the right to require
the Company to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes (a “Change of Control Offer”) at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
repurchased, if any, to the date of purchase, subject to the rights of
Noteholders on the relevant record date to receive interest due on an interest
payment date that is prior to the purchase date (the “Change of Control
Payment”).  Within ten days following any Change of Control,
the Company will mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and stating:

     

    (1)           that
the Change of Control Offer is being made pursuant to this Section 4.15 and that
all Notes tendered will be accepted for payment;

     

    (2)           the
purchase price and the purchase date, which shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”);

     

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

     

    (4)           that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer will cease to
accrue interest after the Change of Control Payment Date;

     

    (5)           that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of
Holder to Elect Purchase” attached to the Notes completed, or transfer by
book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding 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 close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a written statement that such Holder
is withdrawing his election to have the Notes purchased; and

     

    (7)           that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $2,000 in principal amount or an
integral multiple of $1,000 in excess thereof.

    


    
      
        
           


        

        
          -73-

          
            

          

        

        
           


        

      

    

    


    The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 hereof or this Section 4.15, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.15 by
virtue of such compliance.

     

    (b)           On
the Change of Control Payment Date, the Company will, to the extent
lawful:

     

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

     

    (2)           deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and

     

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

     

    The
Paying Agent will promptly mail (but in any case not later than five Business
Days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any.  The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

     

    (c)           Notwithstanding
anything to the contrary in this Section 4.15, the Company will not be required
to make a Change of Control Offer upon a Change of Control if (1) a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.15 and Section 3.09
hereof and purchases all Notes validly tendered and not withdrawn under the
Change of Control Offer, or (2) notice of redemption has been given pursuant to
Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

     

    
      	
              Section
      4.16

            	
              Limitation on Issuances and
      Sales of Equity Interests in Wholly-Owned
    Subsidiaries.

            


    

     

    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests in
any Wholly-Owned Restricted Subsidiary of the Company to any Person (other than
the Company or a Wholly-Owned Subsidiary of the Company), unless:

     

    (1)           such
transfer, conveyance, sale, lease or other disposition is of all the Equity
Interests in such Wholly-Owned Restricted Subsidiary; and

    


    
      
        
           


        

        
          -74-

          
            

          

        

        
           


        

      

    

    


    (2)           the
Net Proceeds from such transfer, conveyance, sale, lease or other disposition
are applied in accordance with Section 4.10 hereof.

     

    The
Company will not permit any Wholly-Owned Restricted Subsidiary of the Company to
issue any of its Equity Interests (other than, if necessary, shares of its
Capital Stock constituting directors’ qualifying shares) to any Person other
than to the Company or a Wholly-Owned Restricted Subsidiary of the
Company.

     

    
      	
              Section
      4.17

            	
              Payments for
      Consent.

            


    

     

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

     

    
      	
              Section
      4.18

            	
              Additional Note
      Guarantees.

            


    

     

    If the
Company or any of its Restricted Subsidiaries acquires or creates a Domestic
Restricted Subsidiary on or after the date hereof, then that newly acquired or
created Domestic Restricted Subsidiary will (1) become a Guarantor and execute a
supplemental indenture, and (2) deliver an opinion of counsel relating to the
foregoing within 10 business days of the date on which it was acquired or
created. The form of such Note Guarantee is attached as Exhibit E
hereto.

     

    The
Company will not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Company or any Guarantor unless such Restricted Subsidiary
is a Guarantor or simultaneously executes and delivers a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary, which Guarantee shall be senior to or pari passu with such
Subsidiary’s Guarantee of such other Indebtedness.

     

    
      	
              Section
      4.19

            	
              Designation of Restricted and
      Unrestricted Subsidiaries.

            


    

     

    The Board
of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event
of Default.  If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary designated as Unrestricted will be deemed to be an Investment made as
of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof or under one or more clauses of
the definition of Permitted Investments, as determined by the
Company.  That designation will only be permitted if the Investment
would be permitted at that time and if the Restricted Subsidiary otherwise meets
the definition of an Unrestricted Subsidiary.

    


    
      
        
           


        

        
          -75-

          
            

          

        

        
           


        

      

    

    


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

     

    
      	
              Section
      4.20

            	
              Liquidated Damages
      Notice.

            


    

     

    In the
event that the Company is required to pay Liquidated Damages to a Holder of a
Note pursuant to the Registration Rights Agreement, the Company will provide
written notice to the Trustee of its obligation to pay Liquidated Damages no
later than five days after each and every date on which an event occurs in
respect of which additional interest is required to be paid. The Trustee shall
not at any time be under any duty or responsibility to any Holder of a Note to
determine the Liquidated Damages, or with respect to the nature, extent, or
calculation of the amount of Liquidated Damages owed, or with respect to the
method employed in such calculation of the Liquidated Damages.

     

    
      	
              Section
      4.21

            	
              Further
      Assurances.

            


    

     

    The
Company and the Guarantors shall use commercially reasonable efforts to perfect,
on the date hereof, the security interests in the Collateral for the benefit of
the Holders and the Priority Lien Obligations that are created on the date
hereof, but to the extent any such security interest cannot be perfected by the
date hereof, the Company and the Guarantors agree to do or cause to be done all
acts and things that may be required, including obtaining any required consents
from third parties, to have all security interests in the Collateral duly
created and enforceable and perfected, to the extent required by the Security
Documents, promptly following the date hereof, but in any event no later than 90
days hereafter.

     

    ARTICLE
5.

     

    SUCCESSORS

     

    
      	
              Section
      5.01

            	
              Merger, Consolidation, or Sale
      of Assets.

            


    

     

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

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

     

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

     

    (2)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance,
lease or other disposition has been made assumes all the obligations of the
Company under the Notes, this Indenture and the Registration Rights Agreement
pursuant to a supplemental indenture and any other applicable
agreement  reasonably satisfactory to the Trustee;

     

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

     

    (4)           the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance, lease or other disposition has been made, would, on the date of such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, either (a) be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof or (b) have a pro forma Fixed Charge Coverage
Ratio that is at least equal to the actual Fixed Charge Coverage Ratio of the
Company as of such date; and

     

    (5)           the
Company or the Surviving Entity shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition and,
if a supplemental indenture is required in connection with such transaction,
such supplemental indenture complies with the applicable provisions of this
Indenture and an Officer’s Certificate stating that all conditions precedent in
this Indenture relating to such transaction have been satisfied.

     

    (b)           Section
5.01(a) will not apply to:

     

    (1)           a
merger of the Company with an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction; or

     

    (2)           any
consolidation or merger, or any sale, assignment, transfer, conveyance, lease or
other disposition of assets between or among the Company and its Wholly-Owned
Restricted Subsidiaries.

    


    
      
        
           


        

        
          -77-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      5.02

            	
              Successor
      Corporation Substituted.

            


    

     

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

     

    ARTICLE
6.

     

    DEFAULTS
AND REMEDIES

     

    
      	
              Section
      6.01

            	
              Events of
      Default.

            


    

     

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

     

    (1)           the
Company defaults for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes;

     

    (2)           the
Company defaults in the payment when due (at maturity, upon redemption or
otherwise) of the principal of or premium, if any, on the Notes;

     

    (3)           the
Company or any of its Restricted Subsidiaries fails to comply with the
provisions of Sections 4.10, 4.15 or 5.01 hereof;

     

    (4)           the
Company or any of its Restricted Subsidiaries fails to observe or perform any
other covenant or other agreement in this Indenture or the Notes for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single
class;

     

    (5)           a
default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee exists as of, or is
created after, the date hereof, if that default results in the acceleration of
such Indebtedness prior to its express maturity, with respect to any
Indebtedness other than Priority Lien Debt, and the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more;

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    (6)         failure
by the Company or any of its Restricted Subsidiaries to pay final and
non-appealable judgments entered by a court or courts of competent jurisdiction
aggregating in excess of $10.0 million, which judgments are not paid, discharged
or stayed for a period of 60 days;

     

    (7)         the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary pursuant to or within the meaning of
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
property,

     

    (D)           makes
a general assignment for the benefit of its creditors, or

     

    (E)           generally
is not paying its debts as they become due;

     

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

     

    (A)           is
for relief against the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an
involuntary case;

     

    (B)           appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary; or

     

    (C)           orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary;

     

    and the
order or decree remains undischarged, unstayed or unremedied and in effect for
60 consecutive days;

    


    
      
        
           


        

        
          -79-

          
            

          

        

        
           


        

      

    

    


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

     

    (10)        the
occurrence of any of the following:

     

    (A)           except
as permitted by the Note Documents or the extent resulting from the gross
negligence or willful misconduct of the Collateral Agent, any Security Document
ceases for any reason to be fully enforceable; provided, that it will not be
an Event of Default under this clause 10(A) if the sole result of the failure of
one or more Security Documents to be fully enforceable is that any Parity Lien
purported to be granted under such Security Documents on Collateral,
individually or in the aggregate, having a Fair Market Value of not more than
$5.0 million ceases to be an enforceable and perfected second-priority Lien on
the Collateral, subject only to Permitted Prior Liens;

     

    (B)           except
as permitted by the Note Documents or the extent resulting from the gross
negligence or willful misconduct of the Collateral Agent, any Parity Lien
purported to be granted under any Security Document on Collateral, individually
or in the aggregate, having a Fair Market Value in excess of $5.0 million ceases
to be an enforceable and perfected second-priority Lien on the Collateral,
subject only to Permitted Prior Liens; or

     

    (C)           the
Company or any Guarantor, or any Person acting on behalf of any of them, denies
or disaffirms, in writing, any obligation of the Company or any Guarantor set
forth in or arising under any Security Document.

     

    
      	
              Section
      6.02

            	
              Acceleration.

            


    

     

    In the
case of an Event of Default specified in clause (7) or (8) of Section 6.01
hereof, with respect to the Company or any of its Restricted Subsidiaries that
is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action
or notice.  If any other Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately.  Upon any such declaration, the Notes shall become due
and payable immediately.

     

    In the
event of a declaration of acceleration of the Notes because an Event of Default
has occurred and is continuing as a result of the acceleration of any
Indebtedness described in clause (5) of Section 6.01 hereof, the declaration of
acceleration of the Notes shall be automatically annulled if the holders of any
Indebtedness described in clause (5) of Section 6.01 hereof have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days of
the date of such declaration and if (a) the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent
jurisdiction and (b) all existing Events of Default,
except nonpayment of principal or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or
waived.

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

    The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of all of the Holders, rescind an
acceleration or waive any existing Default or Event of Default and its
consequences hereof except a continuing Default or Event of Default in the
payment of interest or premium or Liquidated Damages, if any, on, or the
principal of, the Notes.

     

    
      	
              Section
      6.03

            	
              Other
      Remedies.

            


    

     

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

     

    The
Trustee may maintain a proceeding 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 of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

     

    
      	
              Section
      6.04

            	
              Waiver of Past
      Defaults.

            


    

     

    Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium and Liquidated Damages, if any, or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that the Holders of
a majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted in such acceleration.  Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

     

    
      	
              Section
      6.05

            	
              Control by
      Majority.

            


    

     

    Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

    


    
      
        
           


        

        
          -81-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      6.06

            	
              Limitation
      on Suits.

            


    

     

    Except to
enforce the right to receive payment of principal, premium, if any, or interest
or Liquidated Damages, if any, when due, a Holder may pursue a remedy with
respect to this Indenture or the Notes only if:

     

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

     

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

     

    (3)           such
Holder or Holders have offered to provide to the Trustee reasonable indemnity or
security against any loss, liability or expense;

     

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

     

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

     

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

     

    
      	
              Section
      6.07

            	
              Rights of Holders of Notes to
      Receive Payment.

            


    

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Liquidated Damages, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder; provided that a Holder shall
not have the right to institute any such suit for the enforcement of payment if
and to the extent that the institution or prosecution thereof or the entry of
judgment therein would, under applicable law, result in the surrender,
impairment, waiver or loss of the Lien of this Indenture upon any property
subject to such Lien.

     

    
      	
              Section
      6.08

            	
              Collection Suit by
      Trustee.

            


    

     

    If an
Event of Default specified in Section 6.01(1) or (2) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal of,
premium and Liquidated Damages, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection and the reasonable compensation, expenses, disbursements and advances
of the Trustee and its agents and counsel.

    


    
      
        
           


        

        
          -82-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      6.09

            	
              Trustee
      May File Proofs of Claim.

            


    

     

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

     

    
      	
              Section
      6.10

            	
              Priorities.

            


    

     

    Any money
or other property collected by the Trustee pursuant to this Article 6, or
otherwise distributable in respect of the Company’s obligations under this
Indenture shall be paid in the following order:

     

    First:  to the
Trustee and Collateral Agent, and their agents and attorneys for amounts due the
Trustee under 7.07 hereof and the applicable Security Documents, including
payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the Collateral Agent, and the costs and expenses of
collection;

     

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

     

    Third:  to the
Company or the applicable Guarantor, as the case may be, its successors or
assigns, or to whosoever may be lawfully entitled to receive the same, or as a
court of competent jurisdiction may direct.

     

    The
Trustee may, upon written notice to the Company, fix a record date and payment
date for any payment to Holders of Notes pursuant to this Section
6.10.

    


    
      
        
           


        

        
          -83-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      6.11

            	
              Undertaking
      for Costs.

            


    

     

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

     

    ARTICLE
7.

     

    TRUSTEE

     

    
      	
              Section
      7.01

            	
              Duties of
      Trustee.

            


    

     

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

     

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

     

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

     

    (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee will examine such certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).

     

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

     

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

     

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

    


    
      
        
           


        

        
          -84-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

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

     

    (g)           The
Trustee agrees to accept and act upon facsimile or electronic transmission
(including pdf) of documents hereunder, it being understood that originals of
such shall be provided to the Trustee in a timely manner.

     

    
      	
              Section
      7.02

            	
              Rights of
      Trustee.

            


    

     

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

     

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

     

    (c)           The
Trustee may act through its attorneys, accountants, experts and such other
professionals as the Trustee deems necessary, advisable or appropriate and shall
not be responsible for the misconduct or negligence of any attorney, accountant,
expert or other such professional appointed with due care.

     

    (d)           The
Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

     

    (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company will be sufficient if signed by an Officer
of the Company, and any resolution of the Board of Directors shall be sufficient
if evidenced by a copy of such resolution
certified by an Officers’ Certificate to have been duly adopted and in full
force and effect on the date thereof.

     

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

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

     

    (g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may reasonably
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the
Company, and shall incur no liability of any kind by reason of such inquiry or
investigation.

     

    (h)           The
Trustee shall not be deemed to have notice or be charged with knowledge of any
Default or Event of Default unless the Trustee shall have received written
notice thereof in accordance with Section 13.02 hereof, and such notice
references the Notes and this Indenture.

     

    (i)           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
under the Security Documents, and each agent, custodian and other Person
employed to act hereunder and thereunder.

     

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

     

    (k)           The
permissive right of the Trustee to take any action under this Indenture shall
not be construed as a duty to so act.

     

    (l)           In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the
circumstances.

     

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

     

    


    
      
        
           


        

        
          -86-

          
            

          

        

        
           


        

      

    

    


    (n)           In
no event shall the Trustee or Collateral Agent have any responsibility under
this Indenture to any holder of Parity Lien Debt other than Holders of the Notes
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 Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.  However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or
resign.  Any Agent may do the same with like rights and
duties.  The Trustee is also subject to Sections 7.10 and 7.11
hereof.

     

    
      	
              Section
      7.04

            	
              Trustee’s
      Disclaimer.

            


    

     

    The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the
Company or upon the Company’s direction under any provision of this Indenture,
it will not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

     

    
      	
              Section
      7.05

            	
              Notice of
      Defaults.

            


    

     

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

     

    
      	
              Section
      7.06

            	
              Reports by Trustee to Holders
      of the Notes.

            


    

     

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

     

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

    


    
      
        
           


        

        
          -87-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      7.07

            	
              Compensation
      and Indemnity.

            


    

     

    (a)           The
Company and the Guarantors will pay to the Trustee such compensation for its
acceptance of this Indenture and services hereunder as is agreed from time to
time by the Company and the Trustee.  The Trustee’s compensation will
not be limited by any law on compensation of a trustee of an express
trust.  The Company will reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it
in addition to the compensation for its services, except any such disbursement,
advance or expense as may be attributable to the Trustee’s negligence or bad
faith.  Such expenses will include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.

     

    (b)           The
Company and the Guarantors will indemnify and hold harmless each of the Trustee
and its officers, directors, employees and agents against any and all losses,
liabilities or expenses incurred by it arising out of, relating to or in
connection with the acceptance or administration of its duties under this
Indenture, including the reasonable costs and expenses of enforcing this
Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder or thereunder,
except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith.  The Trustee will notify the Company
promptly of any claim for which it may seek indemnity.  Failure by the
Trustee to so notify the Company will not relieve the Company or any of the
Guarantors of their obligations hereunder.  The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the
defense.  The Trustee may have separate counsel and the Company will
pay the reasonable fees and expenses of such counsel.  Neither the
Company nor any Guarantor need pay for any settlement made without its consent,
which consent will not be unreasonably withheld.

     

    (c)           The
Company and the Guarantors will pay to the Collateral Agent such compensation
for its acceptance of this Indenture and the Security Documents and services
hereunder as is agreed from time to time by the Company and the Collateral
Agent.  The Company will reimburse the Collateral Agent promptly upon
request for all reasonable disbursements, advances and expenses incurred or made
by it in addition to the compensation for its services, except any such
disbursement, advance or expense as may be attributable to the Collateral
Agent’s negligence or bad faith.  Such expenses will include the
reasonable compensation, disbursements and expenses of the Collateral Agent’s
agents and counsel.

     

    (d)           The
Company and the Guarantors will indemnify and hold harmless each of the
Collateral Agent and its officers, directors, employees and agents against any
and all losses, liabilities or expenses incurred by it arising out of, relating
to or in connection with the acceptance or administration of its duties under
this Indenture and the Security Documents, including the reasonable costs and
expenses of enforcing the Security Documents against the Company and the
Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, the Guarantors, any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder or thereunder, except to the extent any such
loss, liability or expense may be attributable to its negligence or bad
faith.  The Collateral Agent will notify the Company promptly of any
claim for which it may seek indemnity.  Failure by the Collateral
Agent to so notify the Company will not relieve the Company or any of
the Guarantors of their obligations hereunder.  The Company or such
Guarantor will defend the claim and the Collateral Agent will cooperate in the
defense.  The Collateral Agent may have separate counsel and the
Company will pay the reasonable fees and expenses of such
counsel.  Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

     

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

    (e)           The
obligations of the Company and the Guarantors under this Section 7.07 are joint
and several and will survive the satisfaction and discharge of this
Indenture.

     

    (f)           To
secure the Company’s and the Guarantors’ payment obligations in this Section
7.07, the Trustee will have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien will survive the satisfaction
and discharge of this Indenture.

     

    (g)           When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     

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

     

    
      	
              Section
      7.08

            	
              Replacement of
      Trustee.

            


    

     

    (a)           A
resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.

     

    (b)           The
Trustee may, upon 30 days’ written notice to the Company, resign and be
discharged from the trust hereby created.  The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing.  The Company may
remove the Trustee if:

     

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

     

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

     

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

     

    (4)           the
Trustee becomes incapable of acting.

     

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

    


    
      
        
           


        

        
          -89-

          
            

          

        

        
           


        

      

    

    


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

     

    (e)           If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.10 hereof, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     

    (f)           A
successor Trustee will deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon, the resignation or
removal of the retiring Trustee will become effective, and the successor Trustee
will have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee will mail a notice of its succession
to Holders.  The retiring Trustee will promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to
the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07
hereof will continue for the benefit of the retiring Trustee.

     

    
      	
              Section
      7.09

            	
              Successor Trustee by Merger,
      etc.

            


    

     

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

     

    
      	
              Section
      7.10

            	
              Eligibility;
      Disqualification.

            


    

     

    There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.

     

    This
Indenture will always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA
§ 310(b).

     

    
      	
              Section
      7.11

            	
              Preferential Collection of
      Claims Against Company.

            


    

     

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

     

    
      
        
           


        

        
          -90-

          
            

          

        

        
           


        

      

    

    


    ARTICLE
8.

     

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

    
      	
              Section
      8.01

            	
              Option to Effect Legal
      Defeasance or Covenant
Defeasance.

            


    

     

    The
Company may, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, and at any time, elect to have either
Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.

     

    
      	
              Section
      8.02

            	
              Legal Defeasance and
      Discharge.

            


    

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding
Notes (including the Note Guarantees) on the date the conditions set forth below
are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company and the Guarantors will be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be “outstanding” only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

     

    (1)           the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Liquidated Damages, if any, on such
Notes when such payments are due from the trust referred to in Section 8.04
hereof;

     

    (2)           the
Company’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;

     

    (3)           the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith;
and

     

    (4)           this
Article 8.

     

    Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

    
       

      
        
          
          

        

        
          -91-

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Section
      8.03

            	
              Covenant
      Defeasance.

            


    

     

    Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants
contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13,
4.15, 4.16, 4.17, 4.18, 4.19 and 5.01 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”), and
the Notes will 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 will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes).  For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes and Note Guarantees, the Company and the
Guarantors may omit to comply with and will 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 will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes and Note
Guarantees will be unaffected thereby.  Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(3) through 6.01(6) hereof will not constitute Events of
Default.

     

    
      	
              Section
      8.04

            	
              Conditions to Legal or
      Covenant Defeasance.

            


    

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:

     

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

     

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

     

    (3)           in
the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax
on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

     

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

     

    (4)           no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit) and the deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound;

     

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

     

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

     

    (7)           the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

     

    The
Collateral will be released from the Lien securing the Notes, as provided under
Section 5.4 of the Intercreditor Agreement, upon a Legal Defeasance or Covenant
Defeasance in accordance with the provisions of this Article described
above.

     

    Nothing
in this Article 8 shall be deemed to discharge those provisions of this
Indenture, including the provisions of Section 7.07 hereof, that by their terms
survive the satisfaction and discharge of this Indenture.

     

    
      	
              Section
      8.05

            	
              Deposited Money and Government
      Securities to Be Held in Trust; Other Miscellaneous
      Provisions.

            


    

     

    Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section
8.04 hereof in respect of the outstanding Notes will be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium and Liquidated Damages, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     

    The
Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

     

    
      
        
        

      

      
        -93-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    
      	
              Section
      8.06

            	
              Repayment to
      Company.

            


    

     

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

     

    
      	
              Section
      8.07

            	
              Reinstatement.

            


    

     

    If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s, Parent’s and the Guarantors’ obligations under
this Indenture and the Notes and the Note Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company
makes any payment of principal of, premium or Liquidated Damages, if any, or
interest on any Note following the reinstatement of its obligations, the Company
will be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

    


    
      
        
           


        

        
          -94-

          
            

          

        

        
           


        

      

    

    


    ARTICLE
9.


     

    AMENDMENT,
SUPPLEMENT AND WAIVER

     

    
      	
              Section
      9.01

            	
              Without Consent of Holders of
      Notes.

            


    

     

    Notwithstanding
Section 9.02 hereof, without the consent of any Holder of Notes, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture, the Notes
or the Note Guarantees:

     

    (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 Company’s or a Guarantor’s obligations to
Holders of Notes and Note Guarantees in the case of a merger or consolidation or
sale of all or substantially all of the Company’s or such Guarantor’s assets, as
applicable;

     

    (4)           to
make any change that does not adversely affect the rights of any Holder, subject
to the provisions hereof;

     

    (5)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;

     

    (6)           to
conform the text of this Indenture, the Notes, the Note Guarantees or the Note
Documents to any provision of the “Description of the Notes” section of the
Company’s Offering Circular dated May 14, 2009, relating to the initial offering
of the Notes (the “Offering
Circular”), to the extent that such provision in that “Description of the
Notes” was intended to be a verbatim recitation of a provision of this
Indenture, the Notes, the Note Guarantees or the Note Documents;

     

    (7)           to
provide for the issuance of Additional Notes, in accordance with the limitations
set forth in this Indenture as of the date hereof;

     

    (8)           to
allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes; or

     

    (9)           to
make, complete or confirm any Note Guarantee or any grant of Collateral
permitted or required by this Indenture or any of the Security Documents or any
disclosure or release of any Note Guarantee or any Collateral that is permitted
by this Indenture or any of the Security Documents.

     

    
      	
              Section
      9.02

            	
              With Consent of Holders of
      Notes.

            


    

     

    Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and
4.15 hereof), the Note Guarantees and the Notes with the consent of the Holders
of at least a majority in principal
amount of the Notes (including, without limitation, Additional Notes, if any)
then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium or Liquidated Damages, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes).  Section 2.08 hereof shall
determine which Notes are considered to be “outstanding” for purposes of this
Section 9.02.

     

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company will mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such amended or supplemental indenture
or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company,
Parent and the Guarantors with any provision of this Indenture, the Notes, or
the Note Guarantees.  However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

     

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

     

    (2)           reduce
the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes other than provisions
relating to Sections 3.09, 4.10 and 4.15 hereof;

     

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

    


    
      
        
           


        

        
          -96-

          
            

          

        

        
           


        

      

    

    


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

     

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

     

    (6)           make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of,
or interest or premium or Liquidated Damages, if any, on the Notes;

     

    (7)           waive
a redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.10 or 4.15 hereof);

     

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

     

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

     

    In addition, any amendment to, or
waiver of, the provisions of this Indenture or any Security Document that has
the effect of releasing all or substantially all of the Collateral from the
Liens securing the Notes will require the consent of the Holders of at least
66 2/3%
in aggregate principal amount of the Notes then outstanding.  The
Trustee and the Collateral Agent shall be fully protected in connection with the
release of all or substantially all of the Collateral in relying upon an
Officers’ Certificate and Opinion of Counsel to which it is entitled under
Section 9.06 in connection with any such amendment.

     

    
      	
              Section
      9.03

            	
              Compliance with Trust
      Indenture Act.

            


    

     

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

     

    
      	
              Section
      9.04

            	
              Revocation and Effect of
      Consents.

            


    

     

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

     

    
      	
              Section
      9.05

            	
              Notation on or Exchange of
      Notes.

            


    

     

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

     

    
      
        
        

      

      
        -97-

        
          

        

      

      
        
        

      

    

     

    Failure
to make the appropriate notation or issue a new Note will not affect the
validity and effect of such amendment, supplement or waiver.

     

    
      	
              Section
      9.06

            	
              Trustee to Sign Amendments,
      etc.

            


    

     

    The
Trustee (or Collateral Agent, as applicable) will sign any amended or
supplemental indenture authorized pursuant to this Article 9 (or any amendments
under the Security Documents) if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the
Trustee.  The Company may not sign an amended or supplemental
indenture until the Board of Directors approves it.  In executing any
amended or supplemental indenture, the Trustee will be entitled to receive and
(subject to Section 7.01 hereof) will be fully protected in relying upon an
Officers’ Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture (and the Security Documents, if applicable), and all conditions
precedent to such amendment in the Indenture (and the Security Documents, if
applicable) (including the last paragraph of Section 9.02) have been complied
with.

     

    ARTICLE
10.

     

    COLLATERAL
AND SECURITY

     

    
      	
              Section
      10.01

            	
              Security
      Interest.

            


    

     

    The due
and punctual payment of the principal of and interest and Liquidated Damages, if
any, 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 and Liquidated
Damages (to the extent permitted by law), if any, on the Notes and performance
of all other obligations of the Company to the Holders of Notes or the Trustee
under this Indenture and the Notes, according to the terms hereunder or
thereunder, are secured as provided in the Security Documents.  Each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of
the applicable Security Documents (including, without limitation, the provisions
providing for foreclosure and release of Collateral) as the same may be in
effect or may be amended or modified from time to time in accordance with its
terms and authorizes and directs the Collateral Agent to enter into the Security
Documents and to perform its obligations and exercise its rights thereunder in
accordance therewith.  The Company will deliver to the Trustee copies
of all documents delivered to the Collateral Agent pursuant to the applicable
Security Documents, and will do, or cause to be done, all such acts and things
as may be necessary or proper, or as may be required by the provisions of the
Security Agreement, to assure and confirm to the Trustee and the 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 Company will take, and will cause its Subsidiaries to
take any and all actions reasonably required to cause the Security Documents to
create and maintain, as security for the Parity Lien Obligations, a valid and
enforceable perfected second-priority Lien in and on all the Collateral, in
favor of the Collateral Agent for the benefit of the Holders of Notes, superior
to and prior to the rights of all third Persons and subject to no other Liens
than Permitted Prior Liens, in each case, except as expressly provided herein,
therein or in the Intercreditor Agreement.

     

    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      10.02

            	
              Intercreditor
      Agreement.

            


    

     

    This
Article 10 of the Indenture and the provisions of each other Security Document
is subject to the terms, limitations and conditions set forth in the
Intercreditor Agreement.

     

    
      	
              Section
      10.03

            	
              Ranking of Parity
      Liens.

            


    

     

    Notwithstanding:
(1) anything to the contrary contained in the Security Documents; (2) the time
of incurrence of any Series of Secured Debt; (3) the order or method of
attachment or perfection of any Liens securing any Series of Secured Debt; (4)
the time or order of filing or recording of financing statements, mortgages or
other documents filed or recorded to perfect any Lien upon any Collateral; (5)
the time of taking possession or control over any Collateral; (6) that any
Priority Lien may not have been perfected or may be or have become subordinated,
by equitable subordination or otherwise, to any other Lien; or (7) the rules for
determining priority under any law governing relative priorities of Liens, all
Parity Liens at any time granted by the Company or any Guarantor shall be
subject and subordinate to all Priority Liens securing Priority Lien Obligations
up to the Priority Lien Cap.

     

    The
foregoing provision is intended for the benefit of, and shall be enforceable as
a third party beneficiary by, each present and future holder of Priority Lien
Obligations, each present and future Priority Lien Representative and the
Priority Lien Collateral Agent as holder of the Priority Liens. No other Person
shall be entitled to rely on, have the benefit of or enforce those
provisions.

     

    In
addition, the foregoing provision is intended solely to set forth the relative
ranking, as Liens, of the Liens securing Parity Lien Debt as against the
Priority Liens. No Parity Lien Obligations nor the exercise or enforcement of
any right or remedy for the payment or collection thereof (other than with
respect to the Collateral or any proceeds thereof to the extent set forth in the
Intercreditor Agreement) are intended to be, or shall ever be by reason of the
foregoing provision, in any respect subordinated, deferred, postponed,
restricted or prejudiced.

     

    
      	
              Section
      10.04

            	
              Release of Liens in Respect of
      Notes.

            


    

     

    The
Collateral Agent’s Parity Liens upon the Collateral shall no longer secure the
Notes outstanding under this Indenture or any other Obligations under this
Indenture, and the right of the Holders of the Notes and such Obligations to the
benefits and proceeds of the Collateral Agent’s Parity Liens on the Collateral
shall terminate and be discharged:

     

    (a)   upon
satisfaction and discharge of this Indenture as set forth under Article 12
hereof;

     

    (b)   upon
a Legal Defeasance or Covenant Defeasance of the Notes as set forth under
Article 8 hereof;

    


    
      
        
           


        

        
          -99-

          
            

          

        

        
           


        

      

    

    


    (c)    upon
payment in full and discharge of all Notes outstanding under this Indenture and
all Obligations that are outstanding, due and payable under this Indenture at
the time the Notes are paid in full and discharged; or

     

    (d)   
in whole or in part, with the consent of the Holders of the requisite percentage
of Notes in accordance with Article 9 hereof.

     

    The Collateral Agent shall promptly
execute and deliver such documents and instruments as the Company and the
Guarantors may reasonably request to evidence such release without the consent
of the holders of the Parity Lien Obligations.

     

    The Trustee and the Collateral Agent
shall be fully protected in relying upon an Officers’ Certificate and Opinion of
Counsel in connection with any such release to the effect that all conditions
precedent to such release in the Indenture and the Security Documents have been
complied with.

     

    
      	
              Section
      10.05

            	
              Relative
      Rights.

            


    

     

    Nothing
in the Note Documents shall:

     

    (a)    impair,
as between the Company and the Holders, the obligation of the Company to pay
principal of, premium and interest and Liquidated Damages, if any, on the Notes
in accordance with their terms or any other obligation of the Company or any
other Guarantor;

     

    (b)    affect
the relative rights of Holders as against any other creditors of the Company or
any Guarantor (other than holders of Priority Liens, Permitted Prior Liens or
other Parity Liens);

     

    (c)    restrict
the right of any Holder to sue for payments that are then due and owing (but not
enforce any judgment in respect thereof against any Collateral to the extent
specifically prohibited under Sections 3.2 and 3.6 of the Intercreditor
Agreement);

     

    (d)    restrict
or prevent any holder of Parity Lien Obligations or the Collateral Agent from
exercising any of its rights or remedies upon a Default or Event of Default not
specifically restricted or prohibited by Section 3.2 and 3.6 of the
Intercreditor Agreement; or

     

    (e)    restrict
or prevent any holder of Parity Lien Obligations or the Collateral Agent from
taking any lawful action in an Insolvency or Liquidation Proceeding not
specifically restricted or prohibited by Sections 3.2 and 3.6 of the
Intercreditor Agreement.

     

    
      	
              Section
      10.06

            	
              Compliance with Trust
      Indenture Act.

            


    

     

    The
Company shall comply with the provisions of TIA §314.

    


    To the
extent applicable, the Company shall 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.  Any certificate
or opinion required by TIA §314(d) may be made by an Officer of the Company
except in cases where TIA §314(d) requires that such certificate or opinion be
made by an independent Person, which Person shall be an independent
engineer,
appraiser or other expert selected by the Company or reasonably satisfactory to
the Trustee. Notwithstanding anything to the contrary in this paragraph, the
Company shall not be required to comply with all or any portion of TIA §314(d)
if it determines, in good faith based on advice of counsel, that under the terms
of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof
of the SEC and its staff, including “no action” letters or exemptive orders, all
or any portion of TIA §314(d) is inapplicable to one or a series of released
Collateral.

     

    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      10.07

            	
              Collateral
      Agent.

            


    

     

    (a)           The
Holders authorize the Trustee to appoint the Collateral Agent, the Trustee
appoints the Collateral Agent, and the Collateral Agent hereby accepts such
appointment.  The Collateral Agent shall be authorized to appoint
co-collateral agents as necessary in its sole discretion. In the event the
Trustee and the Collateral Agent shall at any time not be the same Person, the
Collateral Agent shall take such actions under the Security Documents as are
requested by the Trustee and as are not inconsistent with or contrary to the
provisions of any Security Document.  Except as otherwise explicitly
provided herein or in the Security Documents, neither the Collateral Agent nor
any of its respective officers, directors, employees or agents 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, except for
its own willful misconduct, negligence or bad faith.  The Collateral
Agent shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither the 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, negligence
or bad faith.

     

    (b)           The
Collateral Agent is authorized and directed to (i) enter into the Security
Documents, (ii) bind the holders of the Parity Lien Obligations on the terms as
set forth in the Security Documents and (iii) perform and observe its
obligations under the Security Documents.

     

    (c)           If
the Company or any Guarantor (i) incurs Priority Lien Obligations at any time
when no intercreditor agreement is in effect or at any time when Indebtedness
constituting Priority Lien Obligations entitled to the benefit of an existing
Intercreditor Agreement is concurrently retired, and (ii) delivers to the
Collateral Agent an Officers’ Certificate so stating and requesting the
Collateral Agent to enter into an intercreditor agreement (on substantially the
same terms as the Intercreditor Agreement in effect on the date hereof) in favor
of a designated agent or representative for the holders of the Priority Lien
Obligations so incurred, the Collateral Agent shall (and is hereby authorized
and directed to) enter into such intercreditor agreement, bind the holders of
the Parity Lien Obligations on the terms set forth therein and perform and
observe its obligations thereunder.

     

    (d)           For
the avoidance of doubt, all of the rights, protections and immunities granted to
the Trustee hereunder shall inure to the benefit of the Collateral Agent acting
hereunder and under the Security Documents.

    


    
      
        
           


        

        
          -101-

          
            

          

        

        
           


        

      

    

     

    
      	
              Section
      10.08

            	
              Further
      Assurances; Insurance.

            


    

     

    (a)           The
Company and each of the Guarantors shall do or cause to be done all acts and
things that may be required, or that the Collateral Agent from time to time may
reasonably request, to assure and confirm that the Collateral Agent holds, for
the benefit of the holders of Parity Lien Obligations, duly created and
enforceable and perfected Parity Liens upon the Collateral (including any
property or assets that are acquired or otherwise become Collateral after the
Notes are issued), in each case, as contemplated by, and with the Lien priority
required under, this Indenture and the other Note Documents.

     

    At any
time and from time to time, the Company and each of the Guarantors shall
promptly execute, acknowledge and deliver such Security Documents, instruments,
certificates, notices and other documents, and take such other actions as shall
be reasonably required, or that the Collateral Agent may reasonably request, to
create, perfect, protect, assure or enforce the Liens and benefits intended to
be conferred, in each case as contemplated by this Indenture and the other Note
Documents for the benefit of the holders of Parity Lien
Obligations.

     

    (b) The
Company and the Guarantors shall:

     

    (1)           keep
their properties adequately insured at all times by financially sound and
reputable insurers, as is customary with companies in the same or similar
businesses operating in the same or similar locations;

     

    (2)           maintain
such other insurance, to such extent and against such risks (and with such
deductibles, retentions and exclusions), including fire and other risks insured
against by extended coverage and coverage for acts of terrorism, as is customary
with companies in the same or similar businesses operating in the same or
similar locations, including public liability insurance against claims for
personal injury or death or property damage occurring upon, in, about or in
connection with the use of any properties owned, occupied or controlled by
them;

     

    (3)           maintain
such other insurance as may be required by law; and

     

    (4)           maintain
the title insurance on all real property Collateral insuring the Collateral
Agent’s Parity Lien on that property, subject only to Permitted Liens and other
exceptions to title approved by the Collateral Agent; provided that title insurance
need only be maintained on any particular parcel of real property having a Fair
Market Value of less than $1.0 million if and to the extent title insurance is
maintained in respect of Priority Liens on that property.

     

    (c)           The
Company and the Guarantors shall furnish to the Collateral Agent no more than
once each fiscal year full information as to their property and liability
insurance carriers. Holders of Parity Lien Obligations, as a class, shall be
named as additional insureds, with a waiver of subrogation, on all insurance
policies of the Company and the Guarantors and the Collateral Agent shall be
named as loss payee, with 30 days’ notice of cancellation or material change, on
all property and casualty insurance policies of the Company and the
Guarantors.

    


    
      
        
           


        

        
          -102-

          
            

          

        

        
           


        

      

    

    


    ARTICLE
11.


     

    NOTE
GUARANTEES

     

    
      	
              Section
      11.01

            	
              Guarantee.

            


    

     

    (a)           Subject
to this Article 11, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that:

     

    (1)           the
principal of, premium and Liquidated Damages, if any, and interest on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful, and all other obligations of the Company to the
Holders and to the Trustee under this Indenture will be promptly paid in full or
performed, all in accordance with the terms of the Notes and this Indenture;
and

     

    (2)           in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

     

    Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to
pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     

    (b)           The
Guarantors hereby agree that (to the fullest extent permitted by law) their
obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, 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, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.  Each Guarantor hereby waives (to the fullest extent
permitted by law) diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right
to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.

     

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

    


    
      
        
           


        

        
          -103-

          
            

          

        

        
           


        

      

    

    


    (d)           Each
Guarantor agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.  Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof 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 (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee.  The Guarantors will have the
right to seek contribution from any non-paying Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the Note
Guarantee.

     

    
      	
              Section
      11.02

            	
              Limitation on Guarantor
      Liability.

            


    

     

    Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the 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 or state law to the extent applicable to any Note
Guarantee.  To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or
conveyance.

     

    
      	
              Section
      11.03

            	
              Execution and Delivery of Note
      Guarantee.

            


    

     

    To
evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its
Officers.

     

    Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     

    If an
Officer whose signature is on this Indenture or on the Note Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Note
Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

     

    The
delivery of any Note by the Trustee, after the authentication thereof hereunder,
will constitute due delivery of the Note Guarantee set forth in this Indenture
on behalf of the Guarantors.  Neither
the Company nor any Guarantor shall be required to make a notation on the Notes
to reflect any Note Guarantee or any such release, termination or discharge
thereof.

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

     

    In the
event that the Company or any of its Restricted Subsidiaries creates or acquires
any Subsidiary after the date hereof, if required by Section 4.18 hereof, the
Company will cause such Subsidiary to comply with the provisions of Section 4.18
hereof and this Article 11, to the extent applicable.

     

    
      	
              Section
      11.04

            	
              Guarantors May Consolidate,
      etc., on Certain Terms.

            


    

     

    Except as
otherwise provided in Section 11.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person)
another Person, other than the Company or another Guarantor,
unless:

     

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

     

    (2)           either:

     

    (a)           subject
to Section 11.05 hereof, the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation or
merger unconditionally assumes all the obligations of that Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under this Indenture, the Note Guarantee and the Registration Rights
Agreement on the terms set forth herein or therein; or

     

    (b)           the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of this Indenture, including without limitation,
Section 4.10 hereof.

     

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

     

    Except as
set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b)
above, nothing contained in this Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or will prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.  The Company may permit
any Guarantor to consolidate or merge, or convey, transfer or lease all or
substantially all of the assets of such Guarantor, if such transaction would
result in the release of the Note Guarantee of such Guarantor pursuant to
Section 11.05 hereof.

     

    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    

     

    The
Company may permit any Guarantor to merge with or into, or convey, transfer or
lease all or substantially all its assets to, an Affiliate incorporated solely
for the purpose of reincorporating such Guarantor in another
jurisdiction.

     

    
      	
              Section
      11.05

            	
              Releases.

            


    

     

    (a)           In
the event of any sale or other disposition of all or substantially all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all of the Capital Stock of any Guarantor, in each case
to a Person that is not (either before or after giving effect to such
transactions) the Company or a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the Capital Stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that the Net
Proceeds of such sale or other disposition are applied in accordance with
Section 4.10 hereof.  Upon delivery by the Company to the Trustee of
an Officers’ Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
will execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Note Guarantee.

     

    (b)           Upon
designation of any Guarantor as an Unrestricted Subsidiary in accordance with
the terms of this Indenture, such Guarantor will be released and relieved of any
obligations under its Note Guarantee.

     

    (c)           In
the event of any consolidation or merger if the Guarantor or surviving Person
shall cease to be a Subsidiary of the Company; provided that such
consolidation or merger is in accordance with the applicable provisions of this
Indenture, including without limitation Section 5.01 hereof.

     

    (d)           Upon
the release of such Guarantor from its liability in respect of all Indebtedness
of the Company and all other Guarantors.

     

    (e)           Upon
Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 12
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

     

    Any
Guarantor not released from its obligations under its Note Guarantee as provided
in this Section 11.05 will remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.

    


    
      
        
           


        

        
          -106-

          
            

          

        

        
           


        

      

    

    


    ARTICLE
12.


     

    SATISFACTION
AND DISCHARGE

     

    
      	
              Section
      12.01

            	
              Satisfaction and
      Discharge.

            


    

     

    This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued hereunder (subject to those provisions that by their express terms
shall survive), when:

     

    (1)           either:

     

    (a)           all
Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has been deposited
in trust and thereafter repaid to the Company, have been delivered to the
Trustee for cancellation; or

     

    (b)           all
Notes that have not been delivered to the Trustee for cancellation (i) have
become due and payable, (ii) will become due and payable within one year or
(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and, in each
case, the Company or any Guarantor has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination of cash in U.S. dollars and non-callable Government Securities, in
amounts as will be sufficient, to pay and discharge the entire Indebtedness on
the Notes not delivered to the Trustee for cancellation for principal, premium
and Liquidated Damages, if any, and accrued interest to the date of maturity or
redemption;

     

    (2)           no
Default or Event of Default has occurred and is continuing on the date of the
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) and the deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to
which the Company or any Guarantor is a party or by which the Company or any
Guarantor is bound;

     

    (3)           the
Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and

     

    (4)           the
Company has delivered irrevocable instructions to the Trustee under this
Indenture 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 Company must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

    


    
      
        
           


        

        
          -107-

          
            

          

        

        
           


        

      

    

    


    The
Collateral will be released from the Lien securing the Notes, as provided under
Section 5.4 of the Intercreditor Agreement, upon a satisfaction and discharge in
accordance with the provisions of this Article described above.

     

    Nothing
in this Section 12.01 will be deemed to discharge those provisions of Section
7.07 hereof, that, by their terms, survive the satisfaction and discharge of
this Indenture.

     

    
      	
              Section
      12.02

            	
              Application of Trust
      Money.

            


    

     

    Subject
to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 12.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     

    If the
Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01 hereof; provided
that if the Company has made any payment of principal of, premium, if
any, or interest on any Notes because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.

     

    ARTICLE
13.

     

    MISCELLANEOUS

     

    
      	
              Section
      13.01

            	
              Trust Indenture Act
      Controls.

            


    

     

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

     

    
      	
              Section
      13.02

            	
              Notices.

            


    

     

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

    


    
      
        
           


        

        
          -108-

          
            

          

        

        
           


        

      

    

    


    If to the
Company and/or any Guarantor:

     

    El Pollo
Loco, Inc.

    3535
Harbor Boulevard, Suite 100

    Costa
Mesa, California  92626

    Attention:  General
Counsel

    Fax:  (714)
599-5585

     

    
      	
               
      

            	
              Skadden,
      Arps, Slate, Meagher & Flom LLP

            


    

    
      	
               
      

            	
              Four
      Times Square

            


    

    
      	
               
      

            	
              New
      York, New York  10036

            


    

    
      	
               
      

            	
              Attention:  Richard
      Aftanas

            


    

    
      	
               
      

            	
              Fax:  (917)
      777-4112

            


    

     

    
      	
               
      

            	
              and

            


    

     

    
      	
               
      

            	
              Trimaran
      Capital Partners LLC

            


    

    
      	
               
      

            	
              622
      3rd
      Ave., 35th
      Floor

            


    

    
      	
               
      

            	
              New
      York, New York  10017

            


    

    
      	
               
      

            	
              Attention:  Steven
      Flyer

            


    

    
      	
               
      

            	
              Fax:  (212)
      885-4735

            


    

     

    
      If to the
Trustee:

    

     

    
      	
               
      

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

            


    

    
      101
Barclay Street, 8W

    

    
      New York,
New York 10286

    

     

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

     

    All
notices and communications (other than those sent to Holders) will be deemed to
have been duly given:  at the time delivered by hand, if personally
delivered; at the time received, if mailed; when receipt acknowledged, if
telecopied; and at the time received, if sent by overnight air courier
guaranteeing next day delivery.  Notwithstanding the foregoing,
notices to Trustee shall be deemed effective only upon actual receipt by the
Trustee.

     

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

     

    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

    


    
      
        
           


        

        
          -109-

          
            

          

        

        
           


        

      

    

    


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

     

    Notwithstanding
anything to the contrary herein, as long as the Holder is the Depository Trust
Company, the Trustee may make delivery of any notices required hereunder by
electronic mail in accordance with accepted practices at DTC.

     

    
      	
              Section
      13.03

            	
              Communication by Holders of
      Notes with Other Holders of
Notes.

            


    

     

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

     

    
      	
              Section
      13.04

            	
              Certificate and Opinion as to
      Conditions Precedent.

            


    

     

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

     

    (1)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 13.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     

    (2)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 13.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied; provided that no such Opinion
of Counsel shall be required in connection with the order of the Company to
authenticate and deliver the Notes in the aggregate principal amount of
$132,500,000 on the date hereof pursuant to Section 2.02 hereof.

     

    
      	
              Section
      13.05

            	
              Statements Required in
      Certificate or Opinion.

            


    

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and
must 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 or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

    


    
      
        
           


        

        
          -110-

          
            

          

        

        
           


        

      

    

    


    (4)           a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied;

     

    provided that an issuer of an
Opinion of Counsel can rely as to matters of fact on an Officers’ Certificate or
a certificate of a public official.

     

    
      	
              Section
      13.06

            	
              Rules by Trustee and
      Agents.

            


    

     

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

     

    
      	
              Section
      13.07

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

            


    

     

    No past,
present or future director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture,
the Note Guarantees and the Note Documents 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.  The waiver and release are part of the consideration for
issuance of the Notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.

     

    
      	
              Section
      13.08

            	
              Governing
      Law.

            


    

     

    THIS
INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    
      	
              Section
      13.09

            	
              No Adverse Interpretation of
      Other Agreements.

            


    

     

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

     

    
      	
              Section
      13.10

            	
              Successors.

            


    

     

    All
agreements of the Company in this Indenture and the Notes will bind its
successors.  All agreements of the Trustee in this Indenture will bind
its successors.  All agreements of each Guarantor in this Indenture
will bind its successors, except as otherwise provided in Section 11.05
hereof.

     

    
      	
              Section
      13.11

            	
              Severability.

            


    

     

    In case
any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

    


    
      
        
           


        

        
          -111-

          
            

          

        

        
           


        

      

    

    


    
      	
              Section
      13.12

            	
              Counterpart
      Originals.

            


    

     

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

     

    
      	
              Section
      13.13

            	
              Table of Contents, Headings,
      etc.

            


    

     

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

     

    
      	
              Section
      13.14

            	
              Waiver of Trial by
      Jury.

            


    

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     

     [Signatures
on following page]

    


    
      
        
           


        

        
          -112-

          
            

          

        

        
           


        

      

    

    


    
      SIGNATURES

       

      Dated as
of May 22, 2009

       

      
        
          
            
              	 
      	
                      EL
      POLLO LOCO, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	/s/ Gary
      Campanaro  
	 
      	 
      	
                      Name: 
      Gary Campanaro  

                    
	 
      	 
      	
                      Title:   
      Chief
      Financial Officer

                    
	 
      	 
      	 
      
	 
      	
                      EPL
      INTERMEDIATE, INC., as Guarantor

                    
	 
      	 
      
	 
      	
                      By:

                    	/s/ Gary
      Campanaro    
	 
      	 
      	
                      Name: 
      Gary Campanaro  

                    
	 
      	 
      	
                      Title:   
      Chief Financial
Officer

                    


            

          

        

      

      


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	
                    THE
      BANK OF NEW YORK MELLON TRUST

                    COMPANY,
      N.A., as Trustee and Collateral

                    Agent

                  
	 
      	 
      
	 
      	
                    By:

                  	/s/
      Teresa Petta
	 
      	 
      	
                    Name: 
      Teresa Petta

                  
	 
      	 
      	
                    Title:   
      Vice President

                  


          

        

      

      


      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

       

      [Face of
Note]

       

      CUSIP/CINS
__________

       

      113⁄4%
Senior Secured Notes due 2012

       

      
        
          	
                  No.
      _____

                	
                  $__________

                


        

      

       

      EL POLLO
LOCO, INC.

       

      


       

      promises
to pay to _____________ or registered assigns,

       

      the
principal sum of _____________________ on December 1, 2012.

       

      Interest
Payment Dates:  June 1 and December 1

       

      Record
Dates:  May 15 and November 15

       

      Dated:  _____________,
20__

       

      
        
          
            	 
      	
                    EL
      POLLO LOCO, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      This is
one of the Notes referred to in the

      within-mentioned
Indenture:

       

      THE BANK
OF NEW YORK MELLON TRUST

         COMPANY,
N.A., as Trustee

       

      
        
          
            	
                    By:

                  	 
      	 
      
	 
      	
                    Authorized
      Signatory

                  	 
      


          

        

      

       

    

    
      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

    

    


    [Back of
Note]

    113⁄4%
Senior Secured Notes due 2012

     

     [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]

     

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

     

    (1)           Interest.  El Pollo
Loco, Inc., a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 113⁄4% per annum from May 22,
2009 until maturity and shall pay the Liquidated Damages, if any, payable
pursuant to Section 2.5 of the Registration Rights Agreement referred to
below.  The Company will pay interest and Liquidated Damages, if any,
semi-annually in arrears on June 1 and December 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”).  Interest on the Notes will accrue from the most recent
date on which interest has been paid or, if no interest has been paid, from the
date of issuance; provided
that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further that the
first Interest Payment Date shall be December 1, 2009.  The Company
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day
months.  The due and punctual payment of the principal of and interest
and Liquidated Damages, if any, 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 and Liquidated Damages (to the extent permitted by law), if any, on
the Notes and performance of all other obligations of the Company to the Holders
of Notes or the Trustee under the Indenture and the Notes, according to the
terms hereunder or thereunder, are secured as provided in the Security
Documents.

     

    (2)           Method of
Payment.  The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
15 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 payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided
that payment by wire transfer of immediately available funds will be made
with respect to principal of and interest, premium and Liquidated Damages, if
any, on all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying
Agent.  Such payment will be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    (3)           Paying Agent and
Registrar.  Initially, The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar
without notice to any Holder.  The Company or any of its Subsidiaries
may act in any such capacity.

     

    (4)           Indenture.  The
Company issued the Notes under an Indenture dated as of May 22, 2009 (the “Indenture”) among the
Company, Intermediate and the Trustee.  The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the TIA (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject
to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.

     

    (5)           Optional
Redemption.

     

    (a)           At
any time prior to March 1, 2011, the Company may on any one or more occasions
redeem (i) up to 35% of the aggregate principal amount of Notes originally
issued under the Indenture and (ii) all or a portion of any Additional Notes
issued after the date of the Indenture, in each case at a redemption price of
111.750% of the principal amount, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, with the net cash proceeds
of a sale of Equity Interests (other than Disqualified Stock) of the Company or
a contribution to the Company’s or Restricted Subsidiary’s (if any) common
equity capital made with the net cash proceeds of an offering of Equity
Interests of any other direct or indirect parent of the Company; provided that:

     

    (1)           at
least 65% of the aggregate principal amount of Notes originally issued under the
Indenture (excluding Notes held by the Company and its Subsidiaries (if any))
remains outstanding immediately after the occurrence of such redemption;
and

     

    (2)           the
redemption occurs within 120 days of the date of the closing of such sale of
Equity Interests.

     

    (b)           On
or after March 1, 2011, the Company may redeem all or a part of the Notes 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 and Liquidated Damages, if any, on the Notes redeemed, to the
applicable redemption
date, if redeemed during the periods indicated below, subject to the rights of
holders of Notes on the relevant record date to receive interest on an interest
payment date that is prior to the applicable redemption date:

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  
                    Year

                  

                	 	
                  
                    Percentage

                  

                	 
	
                  On
      or after March 1, 2011 and prior to September 1, 2011

                	 	 	105.875	%
	
                  On
      or after September 1, 2011 and prior to March 1, 2012

                	 	 	102.938	%
	
                  On
      or after March 1, 2012 and thereafter

                	 	 	100.000	%


        

      

    

    


    (6)           Mandatory
Redemption.  The Company will not be required to make mandatory
redemption payments with respect to the Notes.

     

    (7)           Repurchase at the Option of
Holders.

     

    (a)           If
a Change of Control occurs, each Holder of Notes will have the right to require
the Company to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes (a “Change of Control Offer”) at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
repurchased, if any, to the date of purchase, subject to the rights of
Noteholders on the relevant record date to receive interest due on an interest
payment date that is prior to the purchase date (the “Change of Control
Payment”).  Within ten days following any Change of Control,
the Company will mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

     

    (b)           If
the Company or a Restricted Subsidiary of the Company consummates any Asset
Sales, once the aggregate amount of Excess Proceeds exceeds $5 million, the
Company will commence an offer to all Holders of Notes pursuant to Section 3.09
of the Indenture to purchase the maximum principal amount of Notes (including
any Additional Notes) that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the
date of purchase, in accordance with the procedures set forth in the
Indenture.  If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by the Indenture.  If the aggregate principal
amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes to be purchased on a pro rata
basis.  Holders of Notes that are the subject of an offer to
purchase will receive an Asset Sale Offer from the Company prior to any related
purchase date and may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” attached to the
Notes.

     

    (8)           Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction or discharge of the
Indenture.  Notes in denominations larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000 in excess thereof, unless all of
the Notes held by a Holder are to be redeemed.  On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (9)           Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture.  The Company need
not exchange or register the transfer of any Note or portion of a Note selected
for redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not exchange or register the transfer of
any Notes (i) for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the corresponding Interest
Payment Date, or (ii) during a period beginning at the opening of business 15
days before any Interest Payment Date and ending at the close of business on
such Interest Payment Date.

     

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

     

    (11)         Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture, the Note
Guarantees or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
and Additional Notes, if any, voting as a single class, and any existing Default
or Event of Default or compliance with any provision of the Indenture, the Note
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class.  Without the consent of any Holder
of a Note, the Indenture, the Note Guarantees or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or any Guarantor’s obligations to
Holders of the Notes and Note Guarantees in the case of a merger or
consolidation or sale of all or substantially all of the Company’s or such
Guarantor’s assets, as applicable, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to conform the text of the
Indenture, the Notes, the Note Guarantees or the Note Documents to any provision
of the “Description of the Notes” section of the Company’s Offering Circular
dated May 14, 2009, relating to the initial offering of the Notes, to the extent
that such provision in that “Description of the Notes” was intended to be a
verbatim recitation of a provision of the Indenture, the Notes, the Note
Guarantees or the Note Documents, to provide for the Issuance of
Additional
Notes in accordance with the limitations set forth in the Indenture, to allow
any Guarantor to execute a supplemental indenture to the Indenture and/or a Note
Guarantee with respect to the Notes, or to make, complete or confirm any Note
Guarantee or any grant of Collateral permitted or required by the Indenture or
any of the Security Documents or any discharge or release of any Note Guarantee
or any Collateral that is permitted by the Indenture or any of the Security
Documents.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    (12)         Defaults and
Remedies.  Each of the following is an Event of
Default:  (i) the Company defaults for 30 days in the payment
when due of interest on, or Liquidated Damages, if any, with respect to, the
Notes; (ii) the Company defaults in the payment when due (at maturity, upon
redemption or otherwise) of the principal of, or premium, if any, on the Notes;
(iii) the Company or any of its Restricted Subsidiaries fails to comply with the
provisions of Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) the Company or
any of its Restricted Subsidiaries fails to observe or perform any other
covenant or other agreement in the Indenture or the Notes for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class; (v) a
default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee exists as of, or is
created after, the date of the Indenture, if that default results in the
acceleration of such Indebtedness prior to its express maturity, with respect to
any Indebtedness other than Priority Lien Debt, and the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $10.0 million or more; (vi) failure by
the Company or any of its Restricted Subsidiaries to pay final and
non-appealable judgments entered by a court or courts of competent jurisdiction
aggregating in excess of $5.0 million, which judgments are not paid, discharged
or stayed for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
when taken together, would constitute a Significant Subsidiary; and (viii) the
occurrence of any of the following: (a) except as permitted by the Note
Documents or the extent resulting from the gross negligence or willful
misconduct of the Collateral Agent, any Security Document ceases for any reason
to be fully enforceable; provided, that it will not be
an Event of Default under this clause (viii)(a) if the sole result of the
failure of one or more Security Documents to be fully enforceable is that any
Parity Lien purported to be granted under such Security Documents on Collateral,
individually or in the aggregate, having a Fair Market Value of not more than
$5.0 million ceases to be an enforceable and perfected second-priority Lien on
the Collateral, subject only to Permitted Prior Liens; (b) except as permitted
by the Note Documents or the extent resulting from the gross negligence or
willful misconduct of the Collateral Agent, any Parity Lien purported to be
granted under any Security Document on Collateral, individually or in the
aggregate, having a Fair Market Value in excess of $5.0 million ceases to be an
enforceable and perfected second-priority Lien on the Collateral, subject only
to Permitted Prior Liens; or (c) the Company or any Guarantor, or any Person
acting on behalf of any of
them, denies or disaffirms, in writing, any obligation of the Company or any
Guarantor set forth in or arising under any Security Document; and (ix) except
as permitted by the Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee.  If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or
notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  In the event of a declaration of
acceleration of the Notes because an Event of Default has occurred and is
continuing as a result of the acceleration of any Indebtedness described in
clause (5) of Section 6.01 of the Indenture, the declaration of acceleration of
the Notes shall be automatically annulled if the holders of any Indebtedness
described in clause (5) of Section 6.01 of the Indenture have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days of
the date of such declaration and if (a) the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent
jurisdiction and (b) all existing Events of Default, except nonpayment of
principal or interest on the Notes that became due solely because of the
acceleration of the Notes, have been cured or waived.  Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines 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 or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest or premium or
Liquidated Damages, if any, on, or the principal of, the Notes; provided, however, that the Holders of
a majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted in such acceleration.  The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

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

     

    (14)         No Recourse Against
Others.  A director, officer, employee, incorporator or
stockholder, of the Company or any of the Guarantors, as such, will not have any
liability for any obligations of the Company or such Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations
or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    (15)         Authentication.  This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

     

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

     

    (17)         Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes.  In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Restricted Global Notes and Restricted Definitive Notes will have all the
rights set forth in the Registration Rights Agreement dated as of May 22, 2009,
between the Company and the other parties named on the signature pages thereof
or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes will have the rights set forth in one or more
registration rights agreements, if any, between the Company and the other
parties thereto, relating to rights given by the Company to the purchasers of
any Additional Notes (collectively, the “Registration Rights
Agreement”).

     

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

     

    (19)         GOVERNING
LAW.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

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

     

    
      	
               
      

            	
              El
      Pollo Loco, Inc.

            


    

    
      	
               
      

            	
              3535
      Harbor Boulevard, Suite 100

            


    

    
      	
               
      

            	
              Costa
      Mesa, California 92626

            


    

    
      	
               
      

            	
              Attention:  General
      Counsel

            


    

     

    
      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT
FORM

     

    To assign
this Note, fill in the form below:

     

    (I) or
(we) assign and transfer this Note to: 
_________________________________________________________________

                                                                                                                              
(Insert assignee’s legal name)

     

    
      
        

      

    

    (Insert
assignee’s soc. sec. or tax I.D. no.)

     

    

      
 


    
      
 

    

      
 


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

     

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

     

    Date:  ___________

     

    
      
        
          
            	 
      	
                    Your
      Signature:

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

                  


          

        

      

    

     

    Signature
Guarantee*:___________________

     

    
      	
              *

            	
              Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the
Trustee).

            


    

    


    
      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      

    

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

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

     

    o   Section
4.10                             o Section
4.15

     

    If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:

     

    $__________

     

    Date:  ___________

    
       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              Your
      Signature:

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

                            


                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	
                                                                Tax
      Identification No.: 

                                                              	 


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      Signature
Guarantee*:___________________

       

    

    
      	
              *

            	
              Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the
Trustee).

            


    

    


    
      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     

    The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, 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

                      Custodian

                    

                  	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


          

        

      

    

     

    
      	
              *

            	
              This
      schedule should be included only if the Note is issued in global
      form.

            


    

    


    
      
        
           


        

        
          A-12

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM OF
CERTIFICATE OF TRANSFER

     

    El Pollo
Loco, Inc.

    3535
Harbor Boulevard, Suite 100

    Costa
Mesa, California 92626

     

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

    101
Barclay Street, 8W 

    New York,
New York 10286

     

    Re:           113⁄4% Senior Secured Notes
due 2012

     

    Reference
is hereby made to the Indenture, dated as of May 22, 2009 (the “Indenture”), among El Pollo
Loco, Inc., a Delaware corporation (the “Company”), EPL Intermediate,
Inc. and The Bank of New York Mellon Trust Company, N.A., as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

     

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

     

    [CHECK
ALL THAT APPLY]

     

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

    
       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

    or

     

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

     

    or

     

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

     

    or

     

    (d)        o        such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby
further certifies that it has not engaged in any general solicitation within the
meaning of Regulation D under the Securities Act and the Transfer complies with
the transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification),
to the effect that such Transfer is in compliance with the Securities
Act.  Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Restricted Definitive
Notes and in the Indenture and the Securities Act.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

    


    
      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      

    

    


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

    
       

      
        
          
            
              
                	 
      	
                         

                      
	 
      	
                        [Insert
      Name of Transferor]

                      
	 	 
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    Dated:  __________

    


    
      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      

    

     

    
      ANNEX A
TO CERTIFICATE OF TRANSFER

       

      
        	
                1.

              	
                The
      Transferor owns and proposes to transfer the
  following:

              


      

       

      [CHECK
ONE OF (a) OR (b)]

       

      
        	
                 
      

              	
                (1)

              	
                (a)

              	
                 ̈

              	
                a
      beneficial interest in the:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                 ̈

              	
                144A
      Global Note (CUSIP _______), or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                 ̈

              	
                Regulation S
      Global Note (CUSIP _______), or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                 ̈

              	
                IAI
      Global Note (CUSIP _______); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                a
      Restricted Definitive Note.

              


      

       

      
        	
                2.

              	
                After
      the Transfer the Transferee will
hold:

              


      

       

      [CHECK
ONE]

       

      
        	
                 
      

              	
                (a)

              	
                 ̈

              	
                a
      beneficial interest in the:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                 ̈

              	
                144A
      Global Note (CUSIP _______), or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                 ̈

              	
                Regulation S
      Global Note (CUSIP _______), or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                 ̈

              	
                IAI
      Global Note (CUSIP _______); or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                 ̈

              	
                Unrestricted
      Global Note (CUSIP _______); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                 ̈

              	
                a
      Restricted Definitive Note.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                 ̈

              	
                an
      Unrestricted Definitive Note,

              


      

       

      in
accordance with the terms of the Indenture.


      
        
           


        

        
          B-5

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      FORM OF
CERTIFICATE OF EXCHANGE

       

      El Pollo
Loco, Inc.

      3535
Harbor Boulevard, Suite 100

      Costa
Mesa, California 92626

       

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

      101
Barclay Street, 8W

      New York,
New York 10286

       

      Re:           113⁄4% Senior Secured Notes
due 2012

       

      (CUSIP
_______)

       

      Reference
is hereby made to the Indenture, dated as of May 22, 2009 (the “Indenture”), El Pollo Loco,
Inc., a Delaware corporation (the “Company”), EPL Intermediate,
Inc. and The Bank of New York Mellon Trust Company, N.A., as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      (b)            ̈           Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted Global
Note.  In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈144A
Global Note,  ̈ Regulation S
Global Note,  ̈ IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

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

      
         

        
          
            
              
                
                  	 
      	
                           

                        
	 
      	
                          
                            [Insert
      Name of Transferor]

                          

                        
	 	 
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

       

      Dated:  __________


      
        
           


        

        
          C-3

          
            

          

        

        
           


        

      


      EXHIBIT
D

       

       

      FORM OF
CERTIFICATE FROM

      ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

       

      El Pollo
Loco, Inc.

      3535
Harbor Boulevard, Suite 100

      Costa
Mesa, California 92626

       

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

      101
Barclay Street, 8W

      New York,
New York 10286

       

      Re:           113⁄4% Senior Secured Notes
due 2012

       

      Reference
is hereby made to the Indenture, dated as of May 22, 2009 (the “Indenture”), El Pollo Loco,
Inc., a Delaware corporation (“the “Company”), EPL Intermediate,
Inc., as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

       

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

       

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

       

      (b)            ̈           a
Definitive Note,

       

      we
confirm that:

       

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

      
      

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

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

      
        
           

          
            
              
                
                  
                    	 
      	
                             

                          
	 
      	
                            
                              
                                [Insert
      Name of Accredited Investor]

                              

                            

                          
	 	 
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

       

      Dated:  __________


      
        
           


        

        
          D-2

          
            

          

        

        
           


        

      


      EXHIBIT
E

       

      [FORM OF
NOTE GUARANTEE]

       

      For value
received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture dated
as of May 22, 2009 (the “Indenture”) among El Pollo
Loco, Inc., a Delaware corporation (the “Company”), EPL Intermediate,
Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium and Liquidated Damages, if any,
and interest on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of and
interest on the Notes, if any, if lawful, and the due and punctual performance
of all other obligations under the Indenture of the Company to the Holders and
the Trustee all in accordance with the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.  The obligations of the
Guarantors to the Holders of Notes and the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee.

       

      Capitalized
terms used but not defined herein have the meanings given to them in the
Indenture.

      
        
           

          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                  [NAME
      OF GUARANTOR(S)]

                                

                              
	 	 
	 
      	
                                By:

                              	 
      
	 
      	 
      	
                                Name:

                              
	 
      	 
      	
                                Title:

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          E-1

          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      [FORM OF
SUPPLEMENTAL INDENTURE

      TO BE
DELIVERED BY SUBSEQUENT GUARANTORS]

       

      SUPPLEMENTAL INDENTURE (this
“Supplemental
Indenture”), dated as of __________, 20__, among _______________ (the
“Guaranteeing
Subsidiary”), a subsidiary of EPL Pollo Loco, Inc., a Delaware
corporation (the “Company”), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and The Bank
of New York Mellon Trust Company, N.A., as trustee under the Indenture referred
to below (the “Trustee”).

       

      WITNESSETH

       

      WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”),
dated as of May 22, 2009, providing for the issuance of 113⁄4% Senior Secured
Notes due 2012 (the “Notes”);

       

      WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the “Note Guarantee”);
and

       

      WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.

       

      NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

       

      1.           Capitalized
Terms.  Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

       

      2.           Agreement to
Guarantee.  The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 11 thereof.

       

      3.           No Recourse Against
Others.  No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation.  Each Holder of the
Notes by accepting a Note waives and releases all such liability.  The
waiver and release are part of the consideration for issuance of the
Notes.  Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      4.           NEW YORK LAW TO
GOVERN.  THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE.

       

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

       

      6.           Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.

       

      7.           The Trustee.  The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.


      
        
           


        

        
          F-2

          
            

          

        

        
           


        

      


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

       

      Dated:  __________,
20__

      
         

        
          
            
              
                
                  
                    
                      	 
      	
                              
                                
                                  [GUARANTEEING
      SUBSIDIARY]

                                

                              

                            
	 	 
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              
                                
                                  
                                    EL
      POLLO LOCO, INC.

                                  

                                

                              

                            
	 	 
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            


                    

                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            
                                              
                                                
                                                  [EXISTING
      GUARANTOR(S)]

                                                

                                              

                                            

                                          
	 	 
	 
      	
                                            By:

                                          	 
      
	 
      	 
      	
                                            Name:

                                          
	 
      	 
      	
                                            Title:

                                          


                                  

                                   

                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 
      	
                                                            
                                                              
                                                                
                                                                  THE
      BANK OF NEW YORK MELLON TRUST

                                                                  COMPANY,
      N.A., as Trustee

                                                                

                                                              

                                                            

                                                          
	 	 
	 
      	
                                                            By:

                                                          	 
      
	 
      	 
      	
                                                            
                                                              Authorized
      Signatory

                                                            

                                                          


                                                  

                                                   

                                                  
                                                    
                                                      
                                                      

                                                    

                                                    
                                                      F-3