compassindenture1.htm


    
      

      

    



    
      
        Exhibit
4.1



       

      


    

    
      COMPASS
MINERALS INTERNATIONAL, INC.

       

      as
Company,

       

       

      the
GUARANTORS named herein

       

      and

       

       

      U.S. BANK
NATIONAL ASSOCIATION,

       

      as
Trustee

       

      __________________

       

       

      INDENTURE

       

      __________________

       

       

       

      Dated as
of June 5, 2009

       

      8% Senior
Notes due 2019

       

      


    

    
      


      
        

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

    CROSS-REFERENCE
TABLE

     

    
      
        
          
            	 
      	 
      	 
      	 
      	 
      
	
                    TIA
      Section

                  	 
      	
                    Indenture
      Section

                  
	 
      	
                    310(a

                  	
                    )(1)

                  	 
      	
                    7.10

                  
	 
      	
                    (a

                  	
                    )(2)

                  	 
      	
                    7.10

                  
	 
      	
                    (a

                  	
                    )(3)

                  	 
      	
                    N.A.

                  
	 
      	
                    (a

                  	
                    )(4)

                  	 
      	
                    N.A.

                  
	 
      	
                    (a

                  	
                    )(5)

                  	 
      	
                    7.8;
      7.10

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    7.8;
      7.10; 11.2

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    N.A.

                  
	 
      	
                    311(a

                  	
                    )

                  	 
      	
                    7.11

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    7.11

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    N.A.

                  
	 
      	
                    312(a

                  	
                    )

                  	 
      	
                    2.5

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    11.3

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    11.3

                  
	 
      	
                    313(a

                  	
                    )

                  	 
      	
                    7.6

                  
	 
      	
                    (b

                  	
                    )(1)

                  	 
      	
                    7.6

                  
	 
      	
                    (b

                  	
                    )(2)

                  	 
      	
                    7.6

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    7.6;
      11.2

                  
	 
      	
                    (d

                  	
                    )

                  	 
      	
                    7.6

                  
	 
      	
                    314(a

                  	
                    )

                  	 
      	
                    4.8;
      4.10

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    N.A.

                  
	 
      	
                    (c

                  	
                    )(1)

                  	 
      	
                    7.2;
      11.4; 11.5

                  
	 
      	
                    (c

                  	
                    )(2)

                  	 
      	
                    7.2;
      11.4; 11.5

                  
	 
      	
                    (c

                  	
                    )(3)

                  	 
      	
                    N.A.

                  
	 
      	
                    (d

                  	
                    )

                  	 
      	
                    N.A.

                  
	 
      	
                    (e

                  	
                    )

                  	 
      	
                    11.5

                  
	 
      	
                    (f

                  	
                    )

                  	 
      	
                    N.A.

                  
	 
      	
                    315(a

                  	
                    )

                  	 
      	
                    7.1(b)

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    7.5

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    7.1

                  
	 
      	
                    (d

                  	
                    )

                  	 
      	
                    6.5;
      7.1(c)

                  
	 
      	
                    (e

                  	
                    )

                  	 
      	
                    6.11

                  
	 
      	
                    316
      (a

                  	
                    )(last
      sentence)

                  	 
      	
                    2.9

                  
	 
      	
                    (a

                  	
                    )(1)(A)

                  	 
      	
                    6.5

                  
	 
      	
                    (a

                  	
                    )(1)(B)

                  	 
      	
                    6.4

                  
	 
      	
                    (a

                  	
                    )(2)

                  	 
      	
                    N.A.

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    6.7

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    9.5

                  
	 
      	
                    317(a

                  	
                    )(1)

                  	 
      	
                    6.8

                  
	 
      	
                    (a

                  	
                    )(2)

                  	 
      	
                    6.9

                  
	 
      	
                    (b

                  	
                    )

                  	 
      	
                    2.4

                  
	 
      	
                    318(a

                  	
                    )

                  	 
      	
                    11.1

                  
	 
      	
                    (c

                  	
                    )

                  	 
      	
                    11.1

                  


          

        

      

    

     

     

    
      
        	 
      	 
      	 
      
	
                N.A.
      means
      Not Applicable.

              	 
      	
              


      

    

     

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

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE OF
CONTENTS

     

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      I

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  DEFINITIONS
      AND INCORPORATION BY REFERENCE

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  1.1.

                	 
      	
                  Definitions

                	 
      	 
      	
                  1

                	 
      
	
                  1.2.

                	 
      	
                  Incorporation
      By Reference of TIA

                	 
      	 
      	
                  26

                	 
      
	
                  1.3.

                	 
      	
                  Rules
      of Construction

                	 
      	 
      	
                  27

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      II

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  THE
      SECURITIES

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  2.1.

                	 
      	
                  Form
      and Dating

                	 
      	 
      	
                  27

                	 
      
	
                  2.2.

                	 
      	
                  Execution
      and Authentication

                	 
      	 
      	
                  28

                	 
      
	
                  2.3.

                	 
      	
                  Registrar
      and Paying Agent

                	 
      	 
      	
                  29

                	 
      
	
                  2.4.

                	 
      	
                  Paying
      Agent To Hold Assets in Trust

                	 
      	 
      	
                  30

                	 
      
	
                  2.5.

                	 
      	
                  Holder
      Lists

                	 
      	 
      	
                  30

                	 
      
	
                  2.6.

                	 
      	
                  Transfer
      and Exchange

                	 
      	 
      	
                  30

                	 
      
	
                  2.7.

                	 
      	
                  Replacement
      Securities

                	 
      	 
      	
                  31

                	 
      
	
                  2.8.

                	 
      	
                  Outstanding
      Securities

                	 
      	 
      	
                  32

                	 
      
	
                  2.9.

                	 
      	
                  Treasury
      Securities

                	 
      	 
      	
                  32

                	 
      
	
                  2.10.

                	 
      	
                  Temporary
      Securities

                	 
      	 
      	
                  32

                	 
      
	
                  2.11.

                	 
      	
                  Cancellation

                	 
      	 
      	
                  32

                	 
      
	
                  2.12.

                	 
      	
                  Defaulted
      Interest

                	 
      	 
      	
                  32

                	 
      
	
                  2.13.

                	 
      	
                  CUSIP
      and ISIN Numbers

                	 
      	 
      	
                  33

                	 
      
	
                  2.14.

                	 
      	
                  Restrictive
      Legends

                	 
      	 
      	
                  33

                	 
      
	
                  2.15.

                	 
      	
                  Book-Entry
      Provisions For Global Security

                	 
      	 
      	
                  35

                	 
      
	
                  2.16.

                	 
      	
                  Special
      Transfer Provisions

                	 
      	 
      	
                  36

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      III

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  REDEMPTION

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  3.1.

                	 
      	
                  Notices
      To Trustee

                	 
      	 
      	
                  39

                	 
      
	
                  3.2.

                	 
      	
                  Selection
      of Securities To Be Redeemed

                	 
      	 
      	
                  39

                	 
      
	
                  3.3.

                	 
      	
                  Notice
      of Redemption

                	 
      	 
      	
                  39

                	 
      
	
                  3.4.

                	 
      	
                  Effect
      of Notice of Redemption

                	 
      	 
      	
                  40

                	 
      
	
                  3.5.

                	 
      	
                  Deposit
      of Redemption Price

                	 
      	 
      	
                  40

                	 
      
	
                  3.6.

                	 
      	
                  Securities
      Redeemed in Part

                	 
      	 
      	
                  40

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      IV

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  COVENANTS

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  4.1.

                	 
      	
                  Payment
      of Securities

                	 
      	 
      	
                  40

                	 
      
	
                  4.2.

                	 
      	
                  Maintenance
      of Office or Agency

                	 
      	 
      	
                  41

                	 
      
	
                  4.3.

                	 
      	
                  Limitation
      On Restricted Payments

                	 
      	 
      	
                  41

                	 
      


        

      

    

     

    -i-

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  4.4.

                	 
      	
                  Limitation
      on Incurrence of Additional Indebtedness

                	 
      	 
      	
                  44

                	 
      
	
                  4.5.

                	 
      	
                  Corporate
      Existence

                	 
      	 
      	
                  44

                	 
      
	
                  4.6.

                	 
      	
                  Payment
      of Taxes and Other Claims

                	 
      	 
      	
                  45

                	 
      
	
                  4.7.

                	 
      	
                  Maintenance
      of Properties and Insurance

                	 
      	 
      	
                  45

                	 
      
	
                  4.8.

                	 
      	
                  Compliance
      Certificate; Notice of Default

                	 
      	 
      	
                  45

                	 
      
	
                  4.9.

                	 
      	
                  Compliance
      With Laws

                	 
      	 
      	
                  46

                	 
      
	
                  4.10.

                	 
      	
                  Reports
      To Holders

                	 
      	 
      	
                  46

                	 
      
	
                  4.11.

                	 
      	
                  Waiver
      of Stay, Extension or Usury Laws

                	 
      	 
      	
                  47

                	 
      
	
                  4.12.

                	 
      	
                  Limitations
      on Transactions With Affiliates

                	 
      	 
      	
                  47

                	 
      
	
                  4.13.

                	 
      	
                  Limitation
      on Dividend and Other Payment Restrictions Affecting
      Subsidiaries

                	 
      	 
      	
                  48

                	 
      
	
                  4.14.

                	 
      	
                  Limitation
      on the Issuance and Sale of Capital Stock of Restricted
      Subsidiaries

                	 
      	 
      	
                  49

                	 
      
	
                  4.15.

                	 
      	
                  Limitation
      on Issuances of Guarantees By Restricted Subsidiaries

                	 
      	 
      	
                  50

                	 
      
	
                  4.16.

                	 
      	
                  Limitation
      on Liens

                	 
      	 
      	
                  50

                	 
      
	
                  4.17.

                	 
      	
                  Change
      of Control

                	 
      	 
      	
                  51

                	 
      
	
                  4.18.

                	 
      	
                  Limitation
      on Asset Sales

                	 
      	 
      	
                  53

                	 
      
	
                  4.19.

                	 
      	
                  Limitation
      on Layering Indebtedness

                	 
      	 
      	
                  55

                	 
      
	
                  4.20.

                	 
      	
                  Suspension
      of Covenants

                	 
      	 
      	
                  56

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      V

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  SUCCESSOR
      CORPORATION

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  5.1.

                	 
      	
                  Merger,
      Consolidation and Sale of Assets

                	 
      	 
      	
                  57

                	 
      
	
                  5.2.

                	 
      	
                  Successor
      Corporation Substituted

                	 
      	 
      	
                  59

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      VI

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  DEFAULT
      AND REMEDIES

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  6.1.

                	 
      	
                  Events
      of Default

                	 
      	 
      	
                  59

                	 
      
	
                  6.2.

                	 
      	
                  Acceleration

                	 
      	 
      	
                  60

                	 
      
	
                  6.3.

                	 
      	
                  Other
      Remedies

                	 
      	 
      	
                  61

                	 
      
	
                  6.4.

                	 
      	
                  Waiver
      of Past Defaults

                	 
      	 
      	
                  61

                	 
      
	
                  6.5.

                	 
      	
                  Control
      By Majority

                	 
      	 
      	
                  61

                	 
      
	
                  6.6.

                	 
      	
                  Limitation
      on Suits

                	 
      	 
      	
                  61

                	 
      
	
                  6.7.

                	 
      	
                  Rights
      of Holders To Receive Payment

                	 
      	 
      	
                  62

                	 
      
	
                  6.8.

                	 
      	
                  Collection
      Suit By Trustee

                	 
      	 
      	
                  62

                	 
      
	
                  6.9.

                	 
      	
                  Trustee
      May File Proofs of Claim

                	 
      	 
      	
                  62

                	 
      
	
                  6.10.

                	 
      	
                  Priorities

                	 
      	 
      	
                  62

                	 
      
	
                  6.11.

                	 
      	
                  Undertaking
      For Costs

                	 
      	 
      	
                  63

                	 
      
	
                  6.12.

                	 
      	
                  Restoration
      of Rights and Remedies

                	 
      	 
      	
                  63

                	 
      
	
                  6.13.

                	 
      	
                  Rights
      and Remedies Cumulative

                	 
      	 
      	
                  63

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      VII

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  TRUSTEE

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  7.1.

                	 
      	
                  Duties
      of Trustee

                	 
      	 
      	
                  63

                	 
      
	
                  7.2.

                	 
      	
                  Rights
      of Trustee

                	 
      	 
      	
                  64

                	 
      
	
                  7.3.

                	 
      	
                  Individual
      Rights of Trustee

                	 
      	 
      	
                  65

                	 
      


        

      

    

     

    -ii-

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  7.4.

                	 
      	
                  Trustee’s
      Disclaimer

                	 
      	 
      	
                  65

                	 
      
	
                  7.5.

                	 
      	
                  Notice
      of Default

                	 
      	 
      	
                  65

                	 
      
	
                  7.6.

                	 
      	
                  Reports
      By Trustee To Holders

                	 
      	 
      	
                  66

                	 
      
	
                  7.7.

                	 
      	
                  Compensation
      and Indemnity

                	 
      	 
      	
                  66

                	 
      
	
                  7.8.

                	 
      	
                  Replacement
      of Trustee

                	 
      	 
      	
                  67

                	 
      
	
                  7.9.

                	 
      	
                  Successor
      Trustee By Merger, Etc.

                	 
      	 
      	
                  68

                	 
      
	
                  7.10.

                	 
      	
                  Eligibility;
      Disqualification

                	 
      	 
      	
                  68

                	 
      
	
                  7.11.

                	 
      	
                  Preferential
      Collection of Claims Against the Company

                	 
      	 
      	
                  68

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      VIII

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  DISCHARGE
      OF INDENTURE; DEFEASANCE

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  8.1.

                	 
      	
                  Termination
      of the Company’s Obligations

                	 
      	 
      	
                  68

                	 
      
	
                  8.2.

                	 
      	
                  Legal
      Defeasance and Covenant Defeasance

                	 
      	 
      	
                  69

                	 
      
	
                  8.3.

                	 
      	
                  Conditions
      To Legal Defeasance or Covenant Defeasance

                	 
      	 
      	
                  70

                	 
      
	
                  8.4.

                	 
      	
                  Application
      of Trust Money

                	 
      	 
      	
                  71

                	 
      
	
                  8.5.

                	 
      	
                  Repayment
      To the Company

                	 
      	 
      	
                  72

                	 
      
	
                  8.6.

                	 
      	
                  Reinstatement

                	 
      	 
      	
                  72

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      IX

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  9.1.

                	 
      	
                  Without
      Consent of Holders

                	 
      	 
      	
                  72

                	 
      
	
                  9.2.

                	 
      	
                  With
      Consent of Holders

                	 
      	 
      	
                  73

                	 
      
	
                  9.3.

                	 
      	
                  [Reserved]

                	 
      	 
      	
                  74

                	 
      
	
                  9.4.

                	 
      	
                  Compliance
      With TIA

                	 
      	 
      	
                  74

                	 
      
	
                  9.5.

                	 
      	
                  Revocation
      and Effect of Consents

                	 
      	 
      	
                  74

                	 
      
	
                  9.6.

                	 
      	
                  Notation
      on or Exchange of Securities

                	 
      	 
      	
                  74

                	 
      
	
                  9.7.

                	 
      	
                  Trustee
      To Sign Amendments, Etc.

                	 
      	 
      	
                  75

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      X

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  GUARANTEE
      OF SECURITIES

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  10.1.

                	 
      	
                  Unconditional
      Guarantee

                	 
      	 
      	
                  75

                	 
      
	
                  10.2.

                	 
      	
                  Limitations
      on Guarantees

                	 
      	 
      	
                  76

                	 
      
	
                  10.3.

                	 
      	
                  Execution
      and Delivery of Guarantee

                	 
      	 
      	
                  76

                	 
      
	
                  10.4.

                	 
      	
                  Release
      of a Guarantor

                	 
      	 
      	
                  77

                	 
      
	
                  10.5.

                	 
      	
                  Waiver
      of Subrogation

                	 
      	 
      	
                  77

                	 
      
	
                  10.6.

                	 
      	
                  Immediate
      Payment

                	 
      	 
      	
                  78

                	 
      
	
                  10.7.

                	 
      	
                  No
      Setoff

                	 
      	 
      	
                  78

                	 
      
	
                  10.8.

                	 
      	
                  Obligations
      Absolute

                	 
      	 
      	
                  78

                	 
      
	
                  10.9.

                	 
      	
                  Obligations
      Continuing

                	 
      	 
      	
                  78

                	 
      
	
                  10.10.

                	 
      	
                  Obligations
      Not Reduced

                	 
      	 
      	
                  78

                	 
      
	
                  10.11.

                	 
      	
                  Obligations
      Reinstated

                	 
      	 
      	
                  78

                	 
      
	
                  10.12.

                	 
      	
                  Obligations
      Not Affected

                	 
      	 
      	
                  79

                	 
      
	
                  10.13.

                	 
      	
                  Waiver

                	 
      	 
      	
                  80

                	 
      
	
                  10.14.

                	 
      	
                  No
      Obligation to Take Action Against the Company

                	 
      	 
      	
                  80

                	 
      


        

      

    

     

    -iii-

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  10.15.

                	 
      	
                  Dealing
      With the Company and Others

                	 
      	 
      	
                  80

                	 
      
	
                  10.16.

                	 
      	
                  Default
      and Enforcement

                	 
      	 
      	
                  80

                	 
      
	
                  10.17.

                	 
      	
                  Amendment,
      Etc.

                	 
      	 
      	
                  81

                	 
      
	
                  10.18.

                	 
      	
                  Acknowledgment

                	 
      	 
      	
                  81

                	 
      
	
                  10.19.

                	 
      	
                  Costs
      and Expenses

                	 
      	 
      	
                  81

                	 
      
	
                  10.20.

                	 
      	
                  No
      Merger or Waiver; Cumulative Remedies

                	 
      	 
      	
                  81

                	 
      
	
                  10.21.

                	 
      	
                  Survival
      of Obligations

                	 
      	 
      	
                  81

                	 
      
	
                  10.22.

                	 
      	
                  Guarantee
      in Addition to Other Obligations

                	 
      	 
      	
                  81

                	 
      
	
                  10.23.

                	 
      	
                  Severability

                	 
      	 
      	
                  81

                	 
      
	
                  10.24.

                	 
      	
                  Successors
      and Assigns

                	 
      	 
      	
                  81

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ARTICLE
      XI

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  MISCELLANEOUS

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  11.1.

                	 
      	
                  TIA
      Controls

                	 
      	 
      	
                  82

                	 
      
	
                  11.2.

                	 
      	
                  Notices

                	 
      	 
      	
                  82

                	 
      
	
                  11.3.

                	 
      	
                  Communications
      by Holders With Other Holders

                	 
      	 
      	
                  83

                	 
      
	
                  11.4.

                	 
      	
                  Certificate
      and Opinion as to Conditions Precedent

                	 
      	 
      	
                  83

                	 
      
	
                  11.5.

                	 
      	
                  Statements
      Required in Certificate or Opinion

                	 
      	 
      	
                  83

                	 
      
	
                  11.6.

                	 
      	
                  Rules
      by Trustee, Paying Agent, Registrar

                	 
      	 
      	
                  84

                	 
      
	
                  11.7.

                	 
      	
                  Legal
      Holidays

                	 
      	 
      	
                  84

                	 
      
	
                  11.8.

                	 
      	
                  Governing
      Law

                	 
      	 
      	
                  84

                	 
      
	
                  11.9.

                	 
      	
                  No
      Adverse Interpretation of Other Agreements

                	 
      	 
      	
                  84

                	 
      
	
                  11.10.

                	 
      	
                  No
      Recourse Against Others

                	 
      	 
      	
                  84

                	 
      
	
                  11.11.

                	 
      	
                  Successors

                	 
      	 
      	
                  84

                	 
      
	
                  11.12.

                	 
      	
                  Duplicate
      Originals

                	 
      	 
      	
                  84

                	 
      
	
                  11.13.

                	 
      	
                  Severability

                	 
      	 
      	
                  84

                	 
      


        

      

    

     

    


     

    
      
        	 
      	 
      	 
      	 
      	 
      
	
                Exhibit
      A

              	 
      	
                —

              	 
      	
                Form
      of Initial Note

              
	
                Exhibit
      B

              	 
      	
                —

              	 
      	
                Form
      of Exchange Note

              
	
                Exhibit
      C

              	 
      	
                —

              	 
      	
                Form
      of Certificate for Transfers to Non—QIB Accredited
    Investors

              
	
                Exhibit
      D

              	 
      	
                —

              	 
      	
                Form
      of Certificate for Transfers Pursuant to Regulation S

              
	
                Exhibit
      E

              	 
      	
                —

              	 
      	
                Guarantee

              
	
                Exhibit
      F

              	 
      	
                —

              	 
      	
                Form
      of Unrestricted Note

              


      

    

     

    


     

    
      	
              Note:

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

            


    

     

    -iv-

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    INDENTURE
dated as of June 5, 2009 among COMPASS MINERALS INTERNATIONAL, INC., a Delaware
corporation (the “Company”), the
Guarantors (as defined herein) and U.S. BANK NATIONAL ASSOCIATION as trustee
(the “Trustee”).

     

    The
Company has duly authorized the creation of an issue of 8% Senior Notes due 2019
and, when and if issued as provided in the Registration Rights Agreement in an
Exchange Offer, 8% Senior Notes due 2019 registered under the Securities Act of
1933, as amended, and, to provide therefor, the Company has duly authorized the
execution and delivery of this Indenture.  All things necessary to
make the Securities, when duly issued and executed by the Company and
authenticated and delivered hereunder, the valid and binding obligations of the
Company and to make this Indenture a valid and binding agreement of the Company
have been done.

     

    This
Indenture is subject to, and shall be governed by, the mandatory provisions of
the Trust Indenture Act of 1939 (the “TIA”), as amended,
that are required to be a part of and to govern indentures qualified under the
Trust Indenture Act of 1939, as amended.

     

    Each
party hereto agrees as follows for the benefit of each other party and for the
equal and ratable benefit of the Holders of the Securities:

     

    ARTICLE
I

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    1.1. Definitions.

     

    “Acceleration Notice”
has the meaning set forth in Section 6.2.

     

    “Accredited Investor”
has the meaning set forth in Section 2.16(a).

     

    “Acquired
Indebtedness” means Indebtedness of a Person or any of its Subsidiaries
(1) existing at the time such Person becomes a Restricted Subsidiary of the
Company or at the time it merges or consolidates with the Company or any of its
Restricted Subsidiaries or (2) assumed in connection with the acquisition of
assets from such Person, in each case, not incurred by such Person in connection
with, or in contemplation of, such Person becoming a Restricted Subsidiary of
the Company or such acquisition, merger or consolidation.

     

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

     

    “Affiliate
Transaction” has the meaning set forth in Section 4.12(a).

     

    “Agent” means any
Registrar, Paying Agent or co-Registrar.

     

    “Agent Members” has
the meaning set forth in Section 2.15(a).

     

    “Applicable Premium”
means, with respect to a Security, the greater of (1) 1.0% of the then
outstanding principal amount of such Security and (2) (a) the present value of
all remaining required interest and principal payments due on such Security and
all premium payments relating thereto assuming 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a
redemption date of June 1, 2014, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, minus (b) the then outstanding principal
amount of such Security minus (c) accrued interest paid on the date of
redemption.

     

    “Asset Acquisition”
means:

     

    (1)           an
Investment by the Company or any of its Restricted Subsidiaries in any other
Person pursuant to which such Person shall become a Restricted Subsidiary of the
Company or any Restricted Subsidiary of the Company, or shall be merged with or
into or consolidated with the Company or any Restricted Subsidiary of the
Company; or

     

    (2)           the
acquisition by the Company or any of its Restricted Subsidiaries of the assets
of any Person (other than a Restricted Subsidiary of the Company) which
constitute all or substantially all of the assets of such Person or comprise any
division or line of business of such Person or any other properties or assets of
such Person other than in the ordinary course of business.

     

    “Asset Sale” means any
direct or indirect sale, issuance, conveyance, transfer, lease (other than
operating leases entered into in the ordinary course of business), assignment or
other transfer for value by the Company or any of its Restricted Subsidiaries,
including any Sale and Leaseback Transaction, to any Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company of any Capital
Stock of any Restricted Subsidiary of the Company (other than directors’
qualifying shares); or any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business. Notwithstanding the preceding, the following items shall not be deemed
Asset Sales:

     

    (1)           a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration of less than $10.0
million;

     

    (2)           the
sale or exchange of equipment in connection with the purchase or other
acquisition of other equipment, in each case used in the business of the Company
and that of its Restricted Subsidiaries;

     

    (3)           the
sale, lease, conveyance, disposition or other transfer of all or substantially
all of the assets of the Company that is permitted under Section
5.1;

     

    (4)           disposals
of equipment in connection with the reinvestment in or the replacement of its
equipment and disposals of worn-out or obsolete equipment, in each case in the
ordinary course of business of the Company or its Restricted
Subsidiaries;

     

    (5)           the
sale of accounts receivable pursuant to a Qualified Receivables
Transaction;

     

    (6)           sales
or grants of licenses to use the Company’s or any Restricted Subsidiary’s
patents, trade secrets, know-how and technology to the extent that such license
does not prohibit the licensor from using the patent, trade secret, know-how or
technology;

     

    (7)           the
disposition of any Capital Stock or other ownership interest in or assets or
property of an Unrestricted Subsidiary;

     

    (8)           Capacity
Arrangements;

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (9)           any
Restricted Payment permitted under Section 4.3 or that constitutes a Permitted
Investment; and

     

    (10)           one
or more Sale and Leaseback Transactions for which the Company or any Restricted
Subsidiary of the Company receives aggregate consideration of less than $15.0
million.

     

    “Bankruptcy Law” means
Title 11, U.S. Code, or any similar federal, state or foreign 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 such term is used in Section 13(d)(3) of the Exchange
Act), such “person” shall be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition, regardless of when such right may be exercised.

     

    “Board of Directors”
of any Person means the board of directors or equivalent governing board of such
Person or any duly authorized committee thereof.

     

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

     

    “Business Day” means
any day other than a Saturday, Sunday or any other day on which banking
institutions in the City of New York are required or authorized by law or other
governmental action to be closed.

     

    “Capacity
Arrangements” means any agreement or arrangement involving, relating to
or otherwise facilitating, (a) requirement contracts, (b) tolling arrangements
or (c) the reservation or presale of production capacity of the Company or its
Restricted Subsidiaries by one or more third parties.

     

    “Capitalized Lease
Obligation” means, at the time any determination thereof is to be made,
the amount of the liability of a Person under a capital lease that would at that
time be required to be capitalized on a balance sheet in accordance with GAAP,
with the stated maturity being 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.

     

    “Capital Stock”
means:

     

    (1)           in
the case of a corporation, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents (however designated and
whether or not voting) of corporate stock; and

     

    (2)           with
respect to any other Person, any and all partnership, membership, limited
liability company interests or other equity interests of such
Person.

     

    “Cash Equivalents”
means:

     

    (1)           U.S.
dollars and, in the case of any Foreign Restricted Subsidiaries of the Company,
Euros and such local currencies held by them from time to time in the ordinary
course of business;

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (2)           marketable
direct obligations issued by, or unconditionally guaranteed by, the United
States, Canada and the United Kingdom or issued by any agency of those countries
and backed by the full faith and credit of the respective country, in each case
maturing within one year from the date of acquisition;

     

    (3)           marketable
direct obligations issued by any State of the United States of America or any
political subdivision of any such State or any public instrumentality thereof
maturing within one year from the date of acquisition and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor’s Ratings Services (“S&P”) or Moody’s
Investors Service, Inc. (“Moody’s”) or, if
Moody’s and S&P cease to exist, any other nationally recognized statistical
rating organization designated by the Board of Directors of the
Company;

     

    (4)           commercial
paper maturing no more than one year from the date it is created and, at the
time of acquisition, having a rating of at least A- 1 from S&P or at least
P-1 from Moody’s or, if Moody’s and S&P cease to exist, the equivalent from
any other nationally recognized statistical rating organization designated by
the Board of Directors of the Company;

     

    (5)           time
deposits, certificates of deposit or bankers’ acceptances maturing within one
year from the date of acquisition issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia or
any foreign jurisdiction having at the date of acquisition combined capital and
surplus of at least $250.0 million;

     

    (6)           repurchase
obligations with a term of not more than thirty days for underlying securities
of the types described in clause (2) above entered into with any bank meeting
the qualifications specified in clause (5) above;

     

    (7)           investments
in money market funds which invest substantially all their assets in securities
of the types described in clauses (2) through (6) above; and

     

    (8)           overnight
deposits and demand deposit accounts (in the respective local currencies)
maintained in the ordinary course of business.

     

    “Change of Control”
means the occurrence of one or more of the following:

     

    (1)           any
sale, lease, exchange, conveyance, disposition or other transfer, in one
transaction or a series of related transactions, of all or substantially all of
the Company’s assets to any Person or group of related Persons for purposes of
Section 13(d) of the Exchange Act or any successor provision (a “Group”), together
with any Affiliates of such Person (whether or not otherwise in compliance with
the provisions of this Indenture);

     

    (2)           any
approval, adoption or initiation of a plan or proposal for the liquidation or
dissolution of the Company (whether or not otherwise in compliance with the
provisions of this Indenture);

     

    (3)           any
Person or Group, together with any Affiliates shall become the Beneficial Owner
or owner of record, by way of merger, consolidation or other business
combinations or by purchase in one transaction or a series of related
transactions, of shares representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Capital Stock of the
Company;

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (4)           any
Person or Group, together with any Affiliates shall succeed in having a
sufficient number of its nominees elected to the Board of Directors of the
Company such that such nominees, when added to any existing director remaining
on the Board of Directors of the Company after such election who was a nominee
of or is an Affiliate of such Person or Group, will constitute a majority of the
Board of Directors of the Company.

     

    “Change of Control
Date” has the meaning set forth in Section 4.17(c).

     

    “Change of Control
Offer” has the meaning set forth in Section 4.17(a).

     

    “Change of Control Payment
Date” has the meaning set forth in Section 4.17(a).

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act or, with respect to the Commission’s duties under the
TIA, if at any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the TIA, then
the body performing such duties at such time.

     

    “Commodity Agreement”
means any commodity futures contract, commodity option or other similar
agreement or arrangement entered into by the Company or any Restricted
Subsidiaries of the Company designed to protect the Company or any of its
Restricted Subsidiaries against fluctuations in the price of the commodities at
the time used in the ordinary course of business of the Company or any of its
Restricted Subsidiaries.

     

    “Common Stock” means
any and all shares, interests or other participations in, and other equivalents
(however designated and whether voting or nonvoting) of such Person’s common
stock, whether outstanding on the Issue Date or issued after the Issue Date,
including all series and classes of such common stock.

     

    “Company” means the
party named as such in this Indenture until a successor replaces it pursuant to
this Indenture and thereafter shall mean such successor Person.

     

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

     

    (1)           Consolidated
Net Income; and

     

    (2)           to
the extent Consolidated Net Income has been reduced by the
following,

     

    (a)           all
income taxes of such Person and its Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses),

     

    (b)           Consolidated
Interest Expense, and

     

    (c)           Consolidated
Non-cash Charges less any non-cash items increasing Consolidated Net Income for
such period, all as determined on a consolidated basis for such Person and its
Restricted Subsidiaries in accordance with GAAP as
applicable.

     

    “Consolidated Fixed Charge
Coverage Ratio” means, with respect to any Person, the ratio of
Consolidated EBITDA of such Person during the four full fiscal quarters for
which financial statements are available (the “Four Quarter Period”)
ending on or prior to the date of the transaction giving rise to the


     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    need
to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction
Date”) to Consolidated Fixed Charges of such Person for the Four Quarter
Period.

     

    In
addition to and without limitation of the foregoing, for purposes of this
definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be
calculated after giving effect on a pro forma basis (consistent
with the provisions below) for the period of such calculation to:

     

    (1)           the
incurrence or repayment of any Indebtedness of such Person or any of its
Restricted Subsidiaries (and the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or repayment of
other Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities, occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period;

     

    (2)           any
asset sales or other dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and also including any Consolidated EBITDA (including any pro forma
expense and cost reductions, adjustments and other operating improvements or
synergies both achieved by such Person during such period and to be achieved by
such Person and with respect to the acquired assets, all as determined in good
faith by a responsible financial or accounting officer) attributable to the
assets which are the subject of the Asset Acquisition or asset sale or other
disposition during the Four Quarter Period) occurring during the Four Quarter
Period or at any time subsequent to the last day of the Four Quarter Period and
on or prior to the Transaction Date, as if such asset sale or other disposition
or Asset Acquisition (including the incurrence, assumption or liability for any
such Acquired Indebtedness) occurred on the first day of the Four Quarter
Period.  If such Person or any of its Restricted Subsidiaries directly
or indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness; and

     

    (3)           all
adjustments used in connection with the calculation of Adjusted EBITDA as set
forth in the Offering Circular to the extent such adjustments are not fully
reflected in such Four Quarter Period and continue to be
applicable.

     

    Furthermore,
in calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage
Ratio,”

     

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

     

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

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

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

     

    (1)           Consolidated
Interest Expense (excluding amortization or write-off of deferred financing
costs), plus

     

    (2)           the
product of (x) the amount of all dividend payments on any series of Preferred
Stock of such Person or its Restricted Subsidiaries (other than dividends paid
in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued
during such period times (y) a fraction, the numerator of which is one and the
denominator of which is one minus the then current effective consolidated
federal, state and local income tax rate of such Person, expressed as a
decimal.

     

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

     

    (1)           the
aggregate of the interest expense of such Person and its Restricted Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP,
including, without limitation, (a) any amortization of debt discount and
amortization or write-off of deferred financing costs (including the
amortization of costs relating to interest rate caps or other similar
agreements), (b) the net costs under Interest Swap Obligations, (c) all
capitalized interest and (d) the interest portion of any deferred payment
obligation; and

     

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

     

    “Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (i)
Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries
as of the end of the most recent fiscal period for which internal financial
statements are available immediately prior to the date on which such event for
which such calculation is being made shall occur to (ii) the Company’s
Consolidated EBITDA for the most recently ended four fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such event for which such calculation is being made shall occur, in each
case with such pro forma adjustments to Consolidated Total Indebtedness and
Consolidated EBITDA as are appropriate and consistent with the pro forma
adjustment provisions set forth in the definition of “Consolidated Fixed Charge
Coverage Ratio.”

    


    “Consolidated Net
Income” means, with respect to any Person, for any period, the aggregate
net income (or loss) of such Person and its Restricted Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP; provided that the following
shall be excluded:

     

    (1)           after-tax
gains or losses from Asset Sales (without regard to the $10.0 million limitation
set forth in the definition thereof) or abandonments or reserves relating
thereto;

     

    (2)           after-tax
items which are extraordinary gains or losses or nonrecurring gains, losses,
expenses or income (including, without limitation, expenses related to the
Transactions;

     

    (3)           solely
for the purpose of determining the amount available for Restricted Payments
under Section 4.3(c)(i), the net income (but not loss) of any Restricted
Subsidiary of the referent Person to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is prohibited by contract, operation of law or otherwise; 

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    provided, that Consolidated Net
Income of the Company shall be increased by the amount of dividends or
distributions or other payments that are actually paid in cash (or the extent
converted into cash) to the Company or a Restricted Subsidiary thereof (whose
distributions are not so restricted) in respect of such period, to the extent
not already included therein; 

    


    (4)           the
net income of any Person, other than a Restricted Subsidiary of the referent
Person, except to the extent of cash dividends or distributions paid to the
referent Person or to a Restricted Subsidiary of the referent Person by such
Person;

    


    (5)           the
establishment of accruals and reserves within twelve months after the Issue Date
that are required to be so established in accordance with GAAP;

    


    (6)           income
or loss attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued);

    


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

     

    (8)   any after-tax effect of
income (loss) from the early extinguishment of (i) Indebtedness, (ii) Currency
Agreements, Commodity Agreements and Interest Swap Obligations or (iii) other
derivative instruments;

    


    (9)   any non-cash (x) impairment
charge or (y) asset write-off or write-down, including impairment charges or
assets write-offs or write-downs related to intangible assets, long-lived assets
or investments in debt and equity securities or as a result of a change in law
or regulation, in each case, pursuant to GAAP, and amortization of intangibles
arising pursuant to GAAP;

    


    (10)           (a)
any net unrealized gain or loss (after any offset) resulting in such period from
Currency Agreements, Commodity Agreements and Interest Swap Obligations and the
application of Statement of Financial Accounting Standards No, 133, and (b) any
net unrealized gain or loss (after any offset) resulting in such period from
currency translation gains or losses related to currency remeasurements of
Indebtedness (including any net loss or gain resulting from Currency
Agreements); and

    


    (11)           any
non-cash compensation charges, including any such charges arising from stock
options, restricted stock grants or other equity-incentive
programs.

    


    “Consolidated Non-cash
Charges” means, with respect to any Person, for any period, the aggregate
depreciation, amortization and other non-cash expenses (solely for the purpose
of determining compliance with Section 4.3, excluding any non-cash items for
which a future cash payment will be required and for which an accrual or reserve
is required by GAAP to be made) of such Person and its Restricted Subsidiaries
reducing Consolidated Net Income of such Person and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with
GAAP.

     

    “Consolidated Secured
Leverage Ratio” means, as of any date of determination, the ratio of (i)
Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries
that is secured by Liens as of the end of the most recent fiscal period for
which internal financial statements are available immediately preceding the date
on which such event for which such calculation is being made shall occur


     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    to (ii)
the Company’s Consolidated EBITDA for the most recently ended four fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such event for which such calculation is being made
shall occur, in each case with such pro forma adjustments to Consolidated Total
Indebtedness and Consolidated EBITDA as are appropriate and consistent with the
pro forma adjustment provisions set forth in the definition of “Consolidated
Fixed Charge Coverage Ratio”.

    


    “Consolidated Total
Indebtedness” means, as of any date of determination, an amount equal to
the aggregate amount of all outstanding Indebtedness of the Company and its
Restricted Subsidiaries (excluding all obligations related to any Qualified
Receivables Transactions), determined on a consolidated basis in accordance with
GAAP.

    


    “Corporate Trust
Office” means the office of the Trustee at which the corporate trust
business of the Trustee shall, at any particular time, be principally
administered, which office is, at the date of this Indenture, located at c/o
United States Trust Company of New York, 60 Livingston Avenue, EP-MN-WS3C, St.
Paul, Minnesota 55107-2292, Attention:  Corporate Trust
Department/Compass Minerals.

     

    “Covenant Defeasance”
has the meaning set forth in Section 8.2(c).

     

    “Covenant Suspension
Event” has the meaning set forth in Section 4.20

     

    “Credit
Agreement”
means the Credit Agreement dated as of November 28, 2001, as amended and
restated as of December 22, 2005, as amended by the Incremental Term Loan
Amendment dated as of October 19, 2007 and as further amended by Amendment No. 2
dated as of November 30, 2007 among the Company, one or more of the Subsidiaries
of the Company, the lenders party to the Credit Agreement in their capacities as
lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase
Bank, N.A., Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as
U.K. Agent and the other agents party thereto, together with the related
documents (including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement), supplemented, replaced, extended, renewed, restated
or otherwise modified from time to time, including any agreements, indentures or
credit facilities extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

    


    “Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement designed to protect the Company or any Restricted
Subsidiary of the Company against fluctuations in currency values.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    “Disqualified Capital
Stock” means that portion of any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any
event (other than an event which would constitute a Change of Control or an
Asset Sale), matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof (except, in each case, upon the occurrence of a Change of Control or an
Asset Sale) on or prior to the final maturity date of the Securities; provided that any class of
Capital Stock of such Person that by its terms authorizes such Person to satisfy
its obligations thereunder by delivery of Qualified Capital Stock shall not be
deemed Disqualified Capital Stock.

     

    “Domestic Restricted
Subsidiary” means any Restricted Subsidiary of the Company incorporated
or otherwise organized or existing under the laws of the United States, any
State thereof or the District of Columbia.

     

    “Equity Offering”
means a public or private sale of Qualified Capital Stock (other than on Form
S-8) of the Company.

     

    “Euros” means the
single currency of the participating member states as described in any
legislative measures of the European Union for the introduction of, change over
to, or operation of, a single or unified European currency.

     

    “Event of Default” has
the meaning set forth in Section 6.1.

     

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

     

    “Exchange Notes” means
the 8% Senior Notes due 2019 (the terms of which are identical to the Initial
Notes except that the Exchange Notes shall be registered under the Securities
Act, and shall not contain the restrictive legend on the face of the form of the
Initial Notes), if any, to be issued, upon the circumstances set forth in the
Registration Rights Agreement, in exchange for the Initial Notes pursuant to the
registered Exchange Offer.

     

    “Exchange Offer” means
the registration, if any, by the Company under the Securities Act pursuant to a
registration statement of the offer by the Company to each Holder of the Initial
Notes to exchange all the Initial Notes held by such Holder for the Exchange
Notes in an aggregate principal amount equal to the aggregate principal amount
of the Initial Notes held by such Holder, all in accordance with the terms and
conditions of the Registration Rights Agreement.

     

    “Excluded
Contribution” means Net Cash Proceeds received by the Company from (a)
contributions to its common equity capital and (b) the sale of Qualified Capital
Stock of the Company, in each case designated as Excluded Contributions pursuant
to an Officers’ Certificate executed on the date such capital contributions are
made or the date such Qualified Capital Stock is sold, as the case may be, which
are excluded from the calculation set forth in clause (c) of Section
4.3.

     

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

     

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    “Foreign Restricted
Subsidiary” means any of the Restricted Subsidiaries of the Company
incorporated or otherwise organized or existing in any jurisdiction outside of
the United States.

     

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

     

    “Global Security” has
the meaning set forth in Section 2.1.

     

    “Guarantee” means the
guarantee by each Guarantor of the Company’s obligations under this
Indenture.

     

    “guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness of any other Person, including any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services (unless such purchase arrangements are on arm’s-length
terms and are entered into in the ordinary course of business), to take-or-pay
or to maintain financial statement conditions or otherwise), or (ii) entered
into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part). Notwithstanding the preceding,
“guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.  The term “guarantee” used as a verb has
a corresponding meaning.

     

    “Guaranteed
Indebtedness” has the meaning set forth in Section 4.15.

     

    “Guarantor”
means:

     

    (1)           each
Restricted Subsidiary that guarantees the Company’s obligations under the Credit
Agreement on the Issue Date;

     

    (2)           each
Restricted Subsidiary required to execute and deliver a Guarantee pursuant to
Section 4.15; and

     

    (3)           each
of the Company’s Restricted Subsidiaries that in the future executes a
supplemental indenture in which such Restricted Subsidiary agrees to be bound by
the terms of this Indenture as a Guarantor;

     

    provided that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its Guarantee is released in accordance with the terms of this
Indenture.

     

    “Holder” or “Securityholder” means
the registered holder of any Security.

     

    “Indebtedness” means
with respect to any Person, any indebtedness of such Person, without
duplication, in respect of:

     

    (1)           all
Obligations for borrowed money;

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (2)           all
Obligations evidenced by bonds, debentures, notes or other similar
instruments;

     

    (3)           all
Capitalized Lease Obligations;

     

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

     

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

     

    (6)           guarantees
and other contingent Obligations in respect of Indebtedness referred to in
clauses (1) through (5) above and clause (8) below;

     

    (7)           all
Obligations of any other Person of the type referred to in clauses (1) through
(6) which are secured by any Lien on any property or asset of such Person, the
amount of such Obligations being deemed to be the lesser of the fair market
value of such property or asset or the amount of the Obligation so
secured;

     

    (8)           all
Obligations under Currency Agreements or Commodity Agreements and Interest Swap
Obligations of such Person; and

     

    (9)           all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness
represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase
price, but excluding accrued dividends, if any.

     

    For
purposes of this definition of Indebtedness, the “maximum fixed repurchase
price” of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.  For purposes of Section 4.4, in
determining the principal amount of any Indebtedness to be incurred by the
Company or any Restricted Subsidiary or which is outstanding at any date, the
principal amount of any Indebtedness which provides that an amount less than the
principal amount shall be due upon any declaration of acceleration shall be the
accreted value of the Indebtedness at the date of determination.

     

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

     

    “Independent Financial
Advisor” means a firm:

     

    (1)           which
does not have a direct or indirect common equity interest in the Company;
and

     

    (2)           which,
in the judgment of the Board of Directors of the Company, is otherwise
independent and qualified to perform the task for which it is to be
engaged.

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    “Initial Notes” means
the 8% Senior Notes due 2019 of the Company issued on the Issue Date and
authenticated and delivered under this Indenture pursuant to Section 2.2 and any
other notes (other than Exchange Notes) issued after the Issue Date in
accordance with clause (iv) of the fourth paragraph of Section 2.2.

     

    “Institutional Accredited
Investor” has the meaning set forth in Section 2.16(a).

     

    “Interest Payment
Date” means the stated maturity of an installment of interest on the
Securities.

     

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

     

    “Investment” means,
with respect to any Person, any direct or indirect loan or other extension of
credit, including a guarantee, or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, any Person.  “Investment”
shall not include extensions of trade credit by, prepayment of expenses by, and
receivables owing to, the Company and its Restricted Subsidiaries on
commercially reasonable terms in accordance with normal trade practices of the
Company or those of such Restricted Subsidiary, as the case may
be.  For purposes of Section 4.3:

     

    (1)           “Investment”
shall include and be valued at the fair market value of the net assets of any
Restricted Subsidiary of the Company at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary of the Company and shall exclude the
fair market value of the net assets of any Unrestricted Subsidiary of the
Company at the time that such Unrestricted Subsidiary is designated a Restricted
Subsidiary of the Company; and

     

    (2)           the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; provided that no such payment
of dividends or distributions or receipt of any such other amounts shall reduce
the amount of any Investment if such payment of dividends or distributions or
receipt of any such amounts would be included in Consolidated Net
Income.

     

    If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Common Stock of any direct or indirect Restricted Subsidiary of the
Company such that after giving effect to any such sale or disposition, such
Person ceases to be a Restricted Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Common Stock of that Restricted
Subsidiary  not sold or disposed of.

     

    “Investment Grade
Rating” has the meaning set forth in Section 4.20.

     

    “Issue Date” means
June 5, 2009.

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    “Legal Defeasance” has
the meaning set forth in Section 8.2(b).

     

    “Lien” means any lien,
mortgage, deed of trust, pledge, security interest, charge or encumbrance of any
kind, including any conditional sale or other title retention agreement, any
lease in the nature thereof and any agreement to give any security
interest.

     

    “Maturity Date” means
June 1, 2019.

     

    “Net Cash Proceeds”
means (a) with respect to any Asset Sale, the proceeds in the form of cash or
Cash Equivalents including payments in respect of deferred payment obligations
when received in the form of cash or Cash Equivalents (other than the portion of
any such deferred payment constituting interest) received by the Company or any
of its Restricted Subsidiaries from such Asset Sale net of:

     

    (1)           reasonable
out-of-pocket expenses and fees relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales
commissions);

     

    (2)           taxes
paid or payable after taking into account any reduction in consolidated tax
liability due to available tax credits or deductions and any tax sharing
arrangements;

     

    (3)           any
repayment of Indebtedness that is required to be repaid in connection with such
Asset Sale;

     

    (4)           appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or such Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale; and

     

    (5)           all
distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries or joint ventures as a result of such Asset
Sale;

     

    and
(b) with respect to any issuance or sale of Capital Stock, the cash
proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ or initial purchasers’ fees, discounts or
commissions and brokerage, consultant and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

     

    “Net Proceeds Offer”
has the meaning set forth in Section 4.18.

     

    “Net Proceeds Offer
Amount” has the meaning set forth in Section 4.18.

     

    “Net Proceeds Offer Payment
Date” has the meaning set forth in Section 4.18.

     

    “Net Proceeds Offer Trigger
Date” has the meaning set forth in Section 4.18.

     

    “Non-payment Default”
has the meaning set forth in Section 10.2(b).

     

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

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

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

     

    “Offering Circular”
means the Offering Circular dated May 21, 2009 relating to the offering of the
Initial Notes.

     

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

     

    “Officers’
Certificate” means a certificate signed by two Officers of the Company or
of any Guarantor, as applicable, except that an authentication order pursuant to
Section 2.2 may be signed by only one such officer.

     

    “Offshore Global
Securities” has the meaning provided in Section 2.1.

     

    “Offshore Physical
Securities” has the meaning provided in Section 2.1.

     

    “Opinion of Counsel”
means a written opinion from legal counsel, which opinion and counsel are
reasonably acceptable to the Trustee.

     

    “Paying Agent” has the
meaning set forth in Section 2.3.

     

    “Permitted Business”
means the business of the Company and its Restricted Subsidiaries as existing on
the Issue Date and any other businesses that are the same, similar or reasonably
related, ancillary or complementary thereto and reasonable extensions
thereof.

     

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

     

    (1)           Indebtedness
under the Securities in an aggregate principal amount not to exceed $100 million
and any Guarantees thereof;

     

    (2)           Indebtedness
incurred pursuant to the Credit Agreement by the Company and its Restricted
Subsidiaries in an aggregate principal amount at any time outstanding not to
exceed $600.0 million less the amount of all repayments of term debt and
permanent commitment reductions under the Credit Agreement with Net Cash
Proceeds of Asset Sales applied thereto as required by Section 4.18; provided that the aggregate
principal amount of Indebtedness permitted to be incurred from time to time
under this clause (2) shall be reduced dollar for dollar by the amount of any
Indebtedness then outstanding under clause (12) below and provided further that any
Indebtedness incurred pursuant to the Credit Agreement on the Issue Date shall
be deemed to be incurred under this clause (2); and provided further that the
amount of Indebtedness permitted to be incurred pursuant to the Credit Agreement
in accordance with this clause (2) shall be in addition to any Indebtedness to
be incurred pursuant to the Credit Agreement in reliance on and in accordance
with clauses (10) and (16) below;

     

    (3)           other
Indebtedness of the Company and its Restricted Subsidiaries outstanding on the
Issue Date reduced by the amount of any scheduled amortization payments or
mandatory prepayments when actually paid or permanent reductions
therein;

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (4)           Interest
Swap Obligations of the Company covering Indebtedness of the Company or any of
its Restricted Subsidiaries and Interest Swap Obligations of any Restricted
Subsidiary of the Company covering Indebtedness of the Company or such
Restricted Subsidiary; provided, however, that such Interest
Swap Obligations are entered into to protect the Company and its Restricted
Subsidiaries from fluctuations in interest rates on Indebtedness incurred in
accordance with this Indenture to the extent the notional principal amount of
such Interest Swap Obligation does not exceed the principal amount of the
Indebtedness to which such Interest Swap Obligation relates;

     

    (5)           Indebtedness
under Currency Agreements; provided that in the case of
Currency Agreements which relate to Indebtedness, such Currency Agreements do
not increase the Indebtedness of the Company and its Restricted Subsidiaries
outstanding other than as a result of fluctuations in foreign currency exchange
rates or by reason of fees, indemnities and compensation payable
thereunder;

     

    (6)           Indebtedness
of a Restricted Subsidiary of the Company to the Company or to a Restricted
Subsidiary of the Company for so long as such Indebtedness is held by the
Company, a Restricted Subsidiary of the Company or the lenders or collateral
agent under the Credit Agreement, in each case subject to no Lien held by a
Person other than the Company, a Restricted Subsidiary of the Company or the
lenders or collateral agent under the Credit Agreement; provided that if as of any
date any Person other than the Company, a Restricted Subsidiary of the Company
or the lenders or collateral agent under the Credit Agreement owns or holds any
such Indebtedness or holds a Lien in respect of such Indebtedness, such date
shall be deemed the incurrence of Indebtedness not constituting Permitted
Indebtedness under this clause (6) by the issuer of such
Indebtedness;

     

    (7)           Indebtedness
of the Company to a Restricted Subsidiary of the Company for so long as such
Indebtedness is held by a Restricted Subsidiary of the Company or the lenders or
the collateral agent under the Credit Agreement and is subject to no Lien other
than a Lien in favor of the lenders or collateral agent under the Credit
Agreement; provided
that (a) any Indebtedness of the Company to any Restricted Subsidiary of the
Company that is not a Guarantor of the Company is unsecured and subordinated,
pursuant to a written agreement, to the Company’s obligations under this
Indenture and the Securities and (b) if as of any date any Person other than a
Restricted Subsidiary of the Company owns or holds any such Indebtedness or any
Person holds a Lien other than a Lien in favor of the lenders or collateral
agent under the Credit Agreement in respect of such Indebtedness, such date
shall be deemed the incurrence of Indebtedness not constituting Permitted
Indebtedness under this clause (7) by the Company;

     

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

     

    (9)           Indebtedness
of the Company or any of its Restricted Subsidiaries in respect of performance
bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal
bonds, payment obligations in connection with self-insurance or similar
obligations, and bank overdrafts (and letters of credit in respect
thereof);

     

    (10)           Indebtedness
represented by Capitalized Lease Obligations, Purchase Money Indebtedness or
Acquired Indebtedness of the Company and its Restricted Subsidiaries not to
exceed, together with Refinancing Indebtedness in respect of such Indebtedness,
$50.0 million in 

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    the
aggregate at any one time outstanding; provided that all or a
portion of the $50.0 million permitted to be incurred under this clause (10)
may, at the option of the Company, be incurred under the Credit Agreement or
pursuant to clause (16) below (in addition to the amount set forth therein)
instead of pursuant to Capitalized Lease Obligations, Purchase Money
Indebtedness or Acquired Indebtedness;

     

    (11)           Indebtedness
arising from agreements of the Company or a Restricted Subsidiary of the Company
providing for indemnification, adjustment of 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 by
the Company or a Restricted Subsidiary of the Company 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; provided, however, that:

     

    (a)           such
Indebtedness is not reflected on the balance sheet of the Company or that of any
Restricted Subsidiary of the Company (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance
sheet will not be deemed to be reflected on such balance sheet for purposes of
this clause (a)); and

     

    (b)           the
maximum assumable liability in respect of all such Indebtedness shall at no time
exceed the gross proceeds including the fair market value of non-cash proceeds
(the fair market value of such non-cash proceeds being measured at the time they
are received as determined in good faith by the Board of Directors of the
Company or that of the Restricted Subsidiary, as applicable, and without giving
effect to any subsequent changes in value) actually received by the Company and
its Restricted Subsidiaries in connection with such disposition;

     

    (12)           the
incurrence by a Receivables Subsidiary of Indebtedness in a Qualified
Receivables Transaction that is without recourse (other than pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction) to the Company or to any Restricted Subsidiary of the Company or
their assets (other than such Receivables Subsidiary and its assets), and is not
guaranteed by any such Person; provided that any outstanding
Indebtedness incurred under this clause (12) shall reduce (for so long as, and
to the extent that, the Indebtedness referred to in this clause (12) remains
outstanding) the aggregate amount permitted to be incurred under clause (2)
above to the extent set forth therein;

     

    (13)           Indebtedness
under Commodity Agreements;

     

    (14)           (a)
any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other
obligations of any Restricted Subsidiary or (b) any guarantee by a Restricted
Subsidiary of Indebtedness of the Company, so long as in each case the
incurrence of by the Company or any Restricted Subsidiary of such Indebtedness,
as the case may be, is permitted under the terms of this Indenture;

     

    (15)           Refinancing
Indebtedness;

     

    (16)           additional
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
principal amount not to exceed $50.0 million at any one time outstanding (which
amount may, but need not, be incurred in whole or in part under the Credit
Agreement) plus up to an additional amount as contemplated by, and to the extent
not incurred under, clause (10) above; and

     

     

    
      
        
        

      

      
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    (17)           Indebtedness
of the Company or any of its Restricted Subsidiaries consisting of (x) the
financing of insurance premiums in the ordinary course of business or (y)
take-or-pay obligations contained in supply arrangements entered into in the
ordinary course of business and on a basis consistent with past
practice.

     

    For
purposes of determining compliance with Section 4.4,

     

    (a)           in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (17)
above or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of Section 4.4, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with Section 4.4,

     

    (b)           accrual
of interest, accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the
same terms or in the form of Capital Stock, the payment of dividends on
Disqualified Capital Stock in the form of additional shares of the same class of
Disqualified Capital Stock and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of
currencies will not be deemed to be an incurrence of Indebtedness or an issuance
of Disqualified Capital Stock for purposes of Section 4.4,

     

    (c)           guarantees
of, or obligations in respect of letters of credit relating to, Indebtedness
which is otherwise included in the determination of a particular amount of
Indebtedness shall not be included,

     

    (d)           if
obligations in respect of letters of credit are incurred pursuant to the Credit
Agreement and are being treated as incurred pursuant to clause (2) above and the
letters of credit relate to other Indebtedness, then such other Indebtedness
shall not be included, and

     

    (e)           if
such Indebtedness is denominated in a currency other than U.S. dollars, the U.S.
dollar equivalent principal amount thereof will be calculated based on the
relevant currency exchange rates in effect on the date such Indebtedness was
incurred.

     

    “Permitted
Investments” means:

     

    (1)           Investments
by the Company or any Restricted Subsidiary of the Company in any Person that is
or will become immediately after such Investment a Restricted Subsidiary of the
Company or that will merge or consolidate into the Company or a Restricted
Subsidiary of the Company;

     

    (2)           Investments
in the Company by any Restricted Subsidiary of the Company;

     

    (3)           Investments
in cash and Cash Equivalents;

     

    (4)           loans
and advances to employees and officers of the Company and its Restricted
Subsidiaries made (a) in the ordinary course of business for bona fide business
purposes not to exceed $5.0 million in the aggregate at any one time outstanding
or (b) to fund purchases of Capital Stock of the Company under any stock option
plan or similar employment arrangements so long as no cash is actually advanced
by the Company or any of its Restricted Subsidiaries to such employees and
officers to fund such purchases;

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (5)           Currency
Agreements, Commodity Agreements and Interest Swap Obligations entered into in
the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses
and otherwise in compliance with this Indenture;

     

    (6)           Investments
in securities of trade creditors or customers received (a) pursuant to any plan
of reorganization or similar arrangement upon the bankruptcy or insolvency of
such trade creditors or customers or (b) in settlement of delinquent obligations
of, and other disputes with, customers, suppliers and others, in each case
arising in the ordinary course of business or otherwise in satisfaction of a
judgment;

     

    (7)           Investments
(a) made by the Company or its Restricted Subsidiaries consisting of
consideration received in connection with an Asset Sale made in compliance with
Section 4.18; (b) consisting of consideration received by the Company or any of
its Restricted Subsidiaries in connection with a transaction that would be an
Asset Sale if it consisted of aggregate consideration received by the Company or
any of its Restricted Subsidiaries of $10.0 million or more; or (c) acquired in
exchange for, or out of the proceeds of a substantially concurrent offering of
Capital Stock (other than Disqualified Capital Stock) of the Company (which
proceeds of any such offering of Capital Stock of the Company shall not have
been, and shall not be, included in clause (c)(ii) of the first paragraph of
Section 4.3);

     

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

     

    (9)           Investments
in the Securities;

     

    (10)           Investments
in existence on the Issue Date;

     

    (11)           guarantees
of Indebtedness to the extent permitted pursuant to Sections 4.4 and 4.15;
and

     

    (12)           additional
Investments (including Investments in joint ventures and Unrestricted
Subsidiaries) not to exceed $75.0 million at any one time outstanding (with the
fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value).

     

    “Permitted Liens”
means the following types of Liens:

     

    (1)           Liens
for taxes, assessments or governmental charges or claims that are either (a) not
delinquent or (b) being contested in good faith by appropriate proceedings and
as to which the Company or its Restricted Subsidiaries shall have set aside on
their books such reserves, if any, as shall be required in conformity with GAAP
in the case of a Domestic Restricted Subsidiary, and generally accepted
accounting principles in effect from time to time in the applicable
jurisdiction, in the case of a Foreign Restricted Subsidiary;

     

    (2)           statutory
and common law Liens of landlords and Liens of carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen, customs and revenue authorities
and other Liens imposed by law incurred in the ordinary course of business for
sums not yet delinquent or 

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    being
contested in good faith, if such reserve or other appropriate provision, if any,
as shall be required by GAAP shall have been made in respect
thereof;

     

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

     

    (4)           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;

     

    (5)           licenses,
sublicenses, leases, subleases, easements, rights-of-way, zoning restrictions
and other similar charges or encumbrances in respect of property not interfering
in any material respect with the ordinary conduct of the business of the Company
and that of its Restricted Subsidiaries, taken as a whole;

     

    (6)           any
interest or title of a lessor under any Capitalized Lease Obligation or
operating lease; provided that such Liens do
not extend to any property or asset which is not leased property subject to such
Capitalized Lease Obligation or operating lease;

     

    (7)           Liens
securing Indebtedness permitted pursuant to clause (10) of the definition of
“Permitted Indebtedness”; provided, however, that in the case of
Purchase Money Indebtedness (a) the Indebtedness shall not exceed the cost of
such property or assets and (b) the Lien securing such Indebtedness shall be
created within 180 days of such acquisition or construction or, in the case of a
refinancing of any Purchase Money Indebtedness, within 180 days of such
refinancing;

     

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

     

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

     

    (10)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual, or warranty requirements of the Company or any of its
Restricted Subsidiaries, including rights of offset and set-off;

     

    (11)           Liens
securing Interest Swap Obligations so long as the Interest Swap Obligations
relate to Indebtedness that is otherwise permitted under this
Indenture;

     

    (12)           Liens
in the ordinary course of business not exceeding $10.0 million at any one time
outstanding that (a) are not incurred in connection with borrowing money and (b)
do not materially detract from the value of the property or materially impair
its use;

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    (13)           Liens
by reason of judgment or decree not otherwise resulting in an Event of
Default;

     

    (14)           Liens
securing Indebtedness permitted to be incurred pursuant to clauses (12) and (16)
of the definition of “Permitted Indebtedness”;

     

    (15)           Liens
securing Indebtedness under Currency Agreements and Commodity Agreements
permitted under this Indenture;

     

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

     

    (17)           Liens
arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business;

     

    (18)           Liens
securing Acquired Indebtedness incurred in accordance with Section 4.4
(including, without limitation, clause (10) of the definition of “Permitted
Indebtedness”); provided that:

     

    (a)           such
Liens secured such Acquired Indebtedness at the time of and prior to the
incurrence of such Acquired Indebtedness by the Company or a Restricted
Subsidiary of the Company and were not granted in connection with, or in
anticipation of, the incurrence of such Acquired Indebtedness by the Company or
a Restricted Subsidiary of the Company; and

     

    (b)           such
Liens do not extend to or cover any property or assets of the Company or of any
of its Restricted Subsidiaries other than the property or assets that secured
the Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Company or a Restricted Subsidiary of the Company and are no
more favorable to the lienholders than those securing the Acquired Indebtedness
prior to the incurrence of such Acquired Indebtedness by the Company or a
Restricted Subsidiary of the Company; and

     

    (19)           Liens
securing insurance premium financing arrangements; provided that such Lien is
limited to the applicable insurance contracts.

     

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

     

    “Physical Securities”
has the meaning provided in Section 2.1.  Physical Securities are
sometimes referred to herein as certificated Securities.

     

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

     

    “Private Placement
Legend” means the legend initially set forth on the Initial Notes in the
form set forth in the first paragraph of Section 2.14.

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    “Purchase Money
Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries incurred for the purpose of financing all or any part of the
purchase price, or the cost of installation, construction or improvement, of
property or equipment or other related assets that is used or useful in a
Permitted Business and any Refinancing thereof.

     

    “QIB” means any
“qualified institutional buyer” (as defined under the Securities
Act).

     

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

     

    “Qualified Receivables
Transaction” means any transaction or series of transactions that may be
entered into by the Company or any of its Restricted Subsidiaries in which the
Company or any of its Restricted Subsidiaries may sell, convey or otherwise
transfer to (1) a Receivables Subsidiary (in the case of a transfer by the
Company or any of its Restricted Subsidiaries) and (2) any other Person (in the
case of a transfer by a Receivables Subsidiary), or may grant a security
interest in, any accounts receivable (whether now existing or arising in the
future) of the Company or any of its Restricted Subsidiaries, and any related
assets including all collateral securing such accounts receivable, all contracts
and all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.

     

    “Rating Agencies” has
the meaning set forth in Section 4.20.

     

    “Receivables
Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company
that engages in no activities other than in connection with the financing of
accounts receivable and that is designated by the Board of Directors of the
Company (as provided below) as a Receivables Subsidiary:

     

    (1)           no
portion of the Indebtedness or any other Obligations (contingent or otherwise)
of which (a) is guaranteed by the Company or any Restricted Subsidiary of the
Company (excluding guarantees of Obligations (other than the principal of, and
interest on, Indebtedness) pursuant to representations, warranties, covenants
and indemnities entered into in the ordinary course of business in connection
with a Qualified Receivables Transaction), (b) is recourse to or obligates the
Company or any Restricted Subsidiary of the Company in any way other than
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction or (c) subjects any property or asset of the Company or of any
Restricted Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction;

     

    (2)           with
which neither the Company nor any Restricted Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of the
Company, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable; and

     

    (3)           with
which neither the Company nor any Restricted Subsidiary of the Company has any
obligation to maintain or preserve such Restricted Subsidiary’s financial
condition or cause such Restricted Subsidiary to achieve certain levels of
operating results.

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a Board Resolution giving effect to such
designation and an Officers’ Certificate certifying that such designation
complied with the preceding conditions.

     

    “Record Date” means
the applicable record date specified in the Securities.

     

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

     

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

     

    “Reference Date” has
the meaning set forth in Section 4.3(c)(i).

     

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

     

    “Refinancing
Indebtedness” means any Refinancing by the Company or any Restricted
Subsidiary of the Company of (A) for purposes of clause (15) of the definition
of “Permitted Indebtedness,” Indebtedness incurred or existing in accordance
with Section 4.4 (other than pursuant to clause (2), (4), (5), (6), (7), (8),
(9), (10), (11), (12), (13), (14), (16) or (17) of the definition of “Permitted
Indebtedness”) or (B) for any other purpose, Indebtedness incurred in accordance
with Section 4.4, in each case that does not:

     

    (1)           result
in an increase in the aggregate principal amount of Indebtedness of such Person
as of the date of such proposed Refinancing (plus the amount of any premium,
accrued interest and defeasance costs, required to be paid under the terms of
the instrument governing such Indebtedness and plus the amount of reasonable
fees, expenses, discounts and commissions incurred by the Company in connection
with such Refinancing); or

     

    (2)           create
Indebtedness with (a) if the Indebtedness being Refinanced was incurred pursuant
to clause (3) of the definition of “Permitted Indebtedness,” a Weighted Average
Life to Maturity that is less than the Weighted Average Life to Maturity of the
Indebtedness being Refinanced or a final maturity earlier than the final
maturity of the Indebtedness being Refinanced or (b) if the Indebtedness being
Refinanced was otherwise incurred in accordance with the definition of Permitted
Indebtedness or with Section 4.4, a Weighted Average Life to Maturity that is
less than the Weighted Average Life to Maturity of the Securities or a final
maturity earlier than the final maturity of the Securities; provided that (x) if such
Indebtedness being Refinanced is solely Indebtedness of the Company, then such
Refinancing Indebtedness shall be solely Indebtedness of the Company and (y) if
such Indebtedness being Refinanced is subordinate or junior to the Securities,
then such Refinancing Indebtedness shall be subordinate to the Securities at
least to the same extent and in the same manner as the Indebtedness being
Refinanced.

     

    “Registrar” has the
meaning set forth in Section 2.3.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement, dated June 5, 2009
among the Company, the Guarantors listed therein and Credit Suisse Securities
(USA) LLC, J.P. 

    
 

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    Morgan
Securities Inc., Goldman, Sachs & Co., Calyon Securities (USA) Inc. and
Scotia Capital (USA) Inc.

     

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

     

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

     

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

     

    “Replacement Assets”
has the meaning set forth in Section 4.18(iii)(B).

     

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

     

    “Restricted Payment”
has the meaning set forth in Section 4.3.

     

    “Restricted Security”
has the meaning assigned to such term in Rule 144(a)(3) under the Securities
Act; provided that the
Trustee shall be entitled to request and conclusively rely on an Opinion of
Counsel with respect to whether any Security constitutes a Restricted Security;
provided further, that
“Restricted Security” shall not include any Unrestricted Global
Security.

     

    “Restricted
Subsidiary” of any Person means any Subsidiary of such Person which at
the time of determination is not an Unrestricted Subsidiary.

     

    “Reversion Date” has
the meaning set forth in Section 4.20.

     

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

     

    “Sale and Leaseback
Transaction” means any direct or indirect arrangement with any Person or
to which any such Person is a party, providing for the leasing to the Company or
a Restricted Subsidiary of any property, whether owned by the Company or any
Restricted Subsidiary at the Issue Date or later acquired, which has been or is
to be sold or transferred by the Company or such Restricted Subsidiary to such
Person or to any other Person from whom funds have been or are to be advanced by
such Person on the security of such property other than (a) arrangements between
the Company and a Wholly Owned Restricted Subsidiary of the Company or between
Wholly Owned Restricted Subsidiaries of the Company or (b) any arrangement
whereby the transfer involves fixed or capital assets and is consummated within
120 days after the date the Company or a Restricted Subsidiary acquires or
finishes construction of such fixed or capital assets.

     

    “Securities” means the
Initial Notes, the Exchange Notes, Unrestricted Global Securities and any other
notes issued after the Issue Date in accordance with clause (iv) of the fourth
paragraph of Section 2.2 treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

     

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

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    “Significant
Subsidiary,” means (1) any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Regulation S-X under the Securities Act
as such Regulation is in effect on the Issue Date and (2) any Restricted
Subsidiary that, when aggregated with all other Restricted Subsidiaries that are
not otherwise Significant Subsidiaries and as to which any event described in
clauses (iv), (v), (vi),(vii) or (viii) of Section 6.1 has occurred and is
continuing, would constitute a Significant Subsidiary under clause (1) of this
definition.

     

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

     

    (1)           any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or a Subsidiary of such Person; or

     

    (2)           any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person or a
Subsidiary of such Person.

     

    “Suspended Covenants”
has the meaning set forth in Section 4.20.

     

    “Suspension Date” has
the meaning set forth in Section 4.20.

     

    “Suspension Period”
has the meaning set forth in Section 4.20.

     

     “TIA” or “Trust Indenture Act”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as
amended, as in effect on the date of the execution of this Indenture until such
time as this Indenture is qualified under the TIA, and thereafter as in effect
on the date on which this Indenture is qualified under the TIA, except as
otherwise provided in Section 9.4.

     

    “Transaction Date” has
the meaning specified in the definition of “Consolidated Fixed Charge Coverage
Ratio.”

     

    “Transactions” means
the offering of the Initial Notes and the repayment of the Company’s 12% Senior
Subordinated Discount Notes due 2013 on the Issue Date.

     

    “Treasury Rate” means
the rate per annum equal to the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity most nearly equal to
the period from such date of redemption to June 1, 2014; provided, however, that if the period
from such date of redemption to June 1, 2014 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the period from such date of redemption to June 1, 2014 is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be
used.

     

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

     

    “Unrestricted Global
Security” means any Security without restrictive legends that limit the
transfer of such Security under this Indenture and substantially in the form of
Exhibit F hereto.

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    “Unrestricted
Subsidiary” means (1) any Subsidiary of any Person that is designated an
Unrestricted Subsidiary by the Board of Directors of such Person in the manner
provided below and (2) any Subsidiary of an Unrestricted
Subsidiary.  The Board of Directors may designate any Subsidiary,
including any newly acquired or newly formed Subsidiary, to be an Unrestricted
Subsidiary only if: such Subsidiary does not own any Capital Stock of, or owns
or holds any Lien on any property of, the Company or any other Subsidiary of the
Company that is not a Subsidiary of the Subsidiary to be so
designated;  either (i) the Company certifies to the Trustee in an
Officers’ Certificate that such designation complies with Section 4.3 or (ii)
the Subsidiary to be so designated at the time of designation has total
consolidated assets of $1,000 or less and each Subsidiary to be so designated
and each of its Subsidiaries has not and does not after the time of designation
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or those of any of its
Restricted Subsidiaries (other than the assets of such Unrestricted
Subsidiary).  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if immediately after giving effect
to such designation, the Company is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.4
and immediately before and immediately after giving effect to such designation,
no Default or Event of Default shall have occurred and be
continuing.  Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing
provisions.

     

    “U.S. Global
Securities” has the meaning provided in Section 2.1.

     

    “U.S. Government
Obligations” means direct obligations of, and obligations guaranteed by,
the United States of America for the payment of which the full faith and credit
of the United States of America is pledged and which are not callable or
redeemable at the issuer’s option.

     

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

     

    “U.S. Physical
Securities” means the Securities issued in the form of permanent
certificated Securities in registered form in substantially the form set forth
in Exhibit A to
Institutional Accredited Investors which are not QIBs (excluding Non-U.S.
Persons) who purchased Securities pursuant to Regulation D of the Securities
Act.

     

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

     

    “Wholly Owned Restricted
Subsidiary” of any Person means any Restricted Subsidiary of such Person
of which all the outstanding voting securities (other than in the case of a
Foreign Restricted Subsidiary, directors’ qualifying shares or an immaterial
amount of shares required to be owned by other Persons pursuant to applicable
law) are owned by such Person or any Wholly Owned Restricted Subsidiary of such
Person.

     

    1.2. Incorporation By Reference
of TIA.  Whenever
this Indenture refers to a provision of the TIA, such 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:

     

     

    
      
        
        

      

      
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    “indenture securities”
means the Securities.

     

    “indenture security
holder” means a Holder or a Securityholder.

     

    “indenture to be
qualified” means this Indenture.

     

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

     

    “obligor” on the
indenture securities means the Company, any Guarantor or any other obligor on
the Securities.

     

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

     

    1.3. Rules of
Construction.  Unless
the context otherwise requires:

     

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

     

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

     

    (3) “or” is
not exclusive;

     

    (4) “including”
means including without limitation;

     

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

     

    (6) provisions
apply to successive events and transactions;

     

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

     

    (8) all
ratios and computations based on GAAP contained in this Indenture shall be
computed in accordance with the definition of GAAP set forth in Section 1.1;
and

     

    (9) all
references to Sections or Articles refer to Sections or Articles in this
Indenture unless otherwise indicated.

     

    ARTICLE
II

     

    THE
SECURITIES

     

    2.1. Form and
Dating.  The
Initial Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A and
the Exchange Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit B.

     

    The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage.  The Company and the Trustee shall approve the
form of the Securities and any notation, legend or endorsement on
them.  Each Security shall be dated the date of its
authentication.

     

     

    
      
        
        

      

      
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    The terms
and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the
Guarantees, annexed hereto as Exhibit E, shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company, the Guarantors, and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

     

    Securities
offered and sold in reliance on Rule 144A shall be issued initially in the form
of one or more permanent global Securities in registered form, substantially in
the form set forth in Exhibit A (the
“U.S. Global
Securities”), deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided, and shall initially bear the legends set forth in Section
2.14.  The aggregate principal amount of the U.S. Global Securities
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depository, as hereinafter
provided.  Upon the authentication of an Unrestricted Global Security
pursuant to Section 2.16(i), interests in the U.S. Global Securities shall be
deemed to have been transferred to interests in the Unrestricted Global
Securities, unless otherwise instructed by the Company.

     

    Securities
issued in exchange for interests in the U.S. Global Securities pursuant to
Section 2.15 may be issued in the form of permanent certificated Securities in
registered form and shall bear the first legend set forth in Section
2.14.

     

    Securities
offered and sold in offshore transactions in reliance on Regulation S shall be
issued initially in the form of one or more global Securities in registered form
substantially in the form set forth in Exhibit A (the
“Offshore Global
Securities”), registered in the name of the nominee of the Depository,
deposited with the Trustee, as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and shall
initially bear the legends set forth in Section 2.14.  The aggregate
principal amount of the Offshore Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.  Upon the
authentication of an Unrestricted Global Security pursuant to Section 2.16(i),
interests in the Offshore Global Securities shall be deemed to have been
transferred to interests in the Unrestricted Global Securities, unless otherwise
instructed by the Company.

     

    Securities
issued in exchange for interests in the Offshore Global Securities pursuant to
Section 2.15 may be issued in the form of permanent certificated Securities in
registered form (the “Offshore Physical
Securities”) and shall bear the first and second legend set forth in
Section 2.14.  All Securities offered and sold in reliance on
Regulation S shall remain in the form of an Offshore Global Security until the
consummation of the Exchange Offer, if any, pursuant to certain circumstances
set forth under the Registration Rights Agreement or until the issuance of the
Unrestricted Global Securities.

     

    The
Offshore Physical Securities and the U.S. Physical Securities are sometimes
collectively herein referred to as the “Physical
Securities.”  The U.S. Global Securities, the Unrestricted
Global Securities and the Offshore Global Securities are sometimes referred to
herein as the “Global
Securities.”

     

    2.2. Execution and
Authentication.  One
Officer or an Assistant Secretary, of the Company (each of whom shall, in each
case, have been duly authorized by all requisite corporate actions) shall sign
the Securities for the Company by manual or facsimile signature.

     

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

     

     

    
      
        
        

      

      
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    A
Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security.  The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

     

    The
Trustee shall authenticate (i) Initial Notes for original issue on the Issue
Date in the aggregate principal amount not to exceed $100,000,000, (ii) pursuant
to the Registration Rights Agreement and Section 2.16(i), one or more
Unrestricted Global Securities substantially in the form of Exhibit F, (iii)
pursuant to the Exchange Offer, if any, Exchange Notes from time to time for
issue only in exchange for a like principal amount of Initial Notes and (iv)
subject to compliance with Section 4.4, one or more series of Securities for
original issue after the Issue Date (such Securities to be substantially in the
form of Exhibit A or
B, as the case
may be) in an unlimited amount (and if in the form of Exhibit A the
same principal amount of Exchange Notes in exchange therefor upon consummation
of a registered exchange offer), in each case upon written orders of the Company
in the form of an Officers’ Certificate, which Officers’ Certificate shall, in
the case of any issuance pursuant to clause (iv) above, certify that such
issuance is in compliance with Section 4.4.  In addition, each such
Officers’ Certificate shall specify the amount of Securities to be
authenticated, the date on which the Securities are to be authenticated, whether
the Securities are to be Initial Notes, Exchange Notes, Unrestricted Global
Securities or Securities issued under clause (iv) of the preceding sentence and
the aggregate principal amount of Securities outstanding on the date of
authentication, and shall further specify the amount of such Securities to be
issued as a Global Security or Physical Securities.  Such Securities
shall initially be in the form of one or more Global Securities, which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Securities to be issued, (ii) shall be registered in
the name of the Depository for such Global Security or Securities or its nominee
and (iii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository’s instruction.  All Securities issued under this Indenture
shall vote and consent together on all matters as one class and no series of
Securities will have the right to vote or consent as a separate class on any
matter.

     

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

     

    The
Securities shall be issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000.

     

    2.3. Registrar and Paying
Agent.  The
Company shall maintain an office or agency in the Borough of Manhattan, The City
of New York, where (a) Securities may be presented or surrendered for
registration of transfer or for exchange (“Registrar”), (b)
Securities may be presented or surrendered for payment (“Paying Agent”) and
(c) notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served.  The Company may also from time to time
designate one or more other offices or agencies where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of their
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York, for such purposes.  The Company may act as its own
Registrar or Paying Agent except that for the purposes of Articles Three and
Eight and Sections 4.17 and 4.18, neither the Company nor any Affiliate of the
Company shall act as Paying Agent.  The Registrar shall keep a
register of the Securities and of their transfer and exchange.  The
Company, upon notice to the Trustee, may have one
or more co-Registrars and one or more additional paying agents reasonably
acceptable to the Trustee.  The term “Paying Agent”
includes any additional paying agent.  The 

     

    
      
        
        

      

      
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    Company
hereby initially appoints the Trustee as Registrar and Paying Agent until such
time as the Trustee has resigned or a successor has been appointed.

     

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

     

    The
Trustee is authorized to enter into a letter of representations with the
Depository in the form provided by the Company and to act in accordance with
such letter.

     

    2.4. Paying Agent To Hold Assets
in Trust.  The
Company shall require each Paying Agent other than the Trustee to agree in
writing that, each Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all assets held by the Paying Agent for the payment of principal
of, premium, if any, or interest on, the Securities (whether such assets have
been distributed to it by the Company or any other obligor on the Securities),
and shall notify the Trustee of any Default or Event of Default by the Company
(or any other obligor on the Securities) in making any such
payment.  If either the Company or a Subsidiary acts as Paying Agent,
it shall segregate such assets and hold them as a separate trust
fund.  The Company at any time may require a Paying Agent to
distribute all assets held by it to the Trustee and account for any assets
disbursed and the Trustee may at any time during the continuance of any payment
Default or payment Event of Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed.  Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent, the Paying Agent shall have no further liability for such
assets.

     

    2.5. Holder
Lists.  The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of
Holders.  If the Trustee is not the Registrar, the Company shall
furnish to the Trustee on or 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
Holders, which list may be conclusively relied upon by the Trustee.

     

    2.6. Transfer and
Exchange.

     

    (a) Subject
to the provisions of Sections 2.14 and 2.15, when Securities are presented to
the Registrar or a co-Registrar with a request to register the transfer of such
Securities or to exchange such Securities for an equal principal amount of
Securities of other authorized denominations, the Registrar or co-Registrar
shall register the transfer or make the exchange as requested if its
requirements for such transaction are met; provided, however, that the Securities
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.  To permit registrations
of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Securities at the Registrar’s or co-Registrar’s
request.  No service charge shall be made 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 exchanges or transfers pursuant to Section 2.2, 2.10, 3.6, 4.17,
4.18 or 9.6).  The Registrar or co-Registrar shall not be required to
register the transfer of or exchange of any Security (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of Securities and ending at the close of business on the day of such
mailing, (ii) selected for redemption in whole or in part pursuant to Article
Three, except the unredeemed portion of any Security being redeemed in part, and
(iii) during a Change 

     

     

    
      
        
        

      

      
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    of
Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to
such Change of Control Offer or Net Proceeds Offer and not
withdrawn.  A Global Security may be transferred, in whole but not in
part, in the manner provided in this Section 2.6(a), only to a nominee of the
Depository for such Global Security, or to the Depository, or a successor
Depository for such Global Security selected or approved by the Company, or to a
nominee of such successor Depository.

     

    (b) If at any
time the Depository for the Global Security or Securities notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or Securities or the Company becomes aware that the Depository has
ceased to be a clearing agency registered under the Exchange Act, the Company
shall appoint a successor Depository with respect to such Global Security or
Securities.  If a successor Depository for such Global Security or
Securities has not been appointed within 90 days after the Company receives such
notice or become aware of such ineligibility, the Company shall execute, and the
Trustee, upon receipt of an Officers’ Certificate for the authentication and
delivery of Securities, shall authenticate and make available for delivery,
Securities in definitive form, in an aggregate principal amount at maturity
equal to the principal amount at maturity of the Global Security representing
such Securities, in exchange for such Global Security.  The Company
shall reimburse the Registrar, the Depository and the Trustee for expenses they
incur in documenting such exchanges and issuances of Securities in definitive
form.

     

    The
Company may at any time and in their sole discretion determine that the
Securities shall no longer be represented by such Global Security or
Securities.  In such event the Company will execute, and the Trustee,
upon receipt of a written order for the authentication and delivery of
individual Securities in exchange in whole or in part for such Global Security
or Securities, will authenticate and make available for delivery individual
Securities in definitive form in an aggregate principal amount equal to the
principal amount of such Global Security or Securities in exchange for such
Global Security or Securities.

     

    In any
exchange provided for in any of the preceding two paragraphs, the Company will
execute and the Trustee will authenticate and make available for delivery
individual Securities in definitive registered form in authorized
denominations.  Upon the exchange of a Global Security for individual
Securities, such Global Security shall be cancelled by the
Trustee.  Securities issued in exchange for a Global Security pursuant
to this Section 2.6(b) shall be registered in such names and in such authorized
denominations as the Depository for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall make available for delivery
such Securities to the Persons in whose names such Securities are so
registered.

     

    Neither
the Company, the Trustee, any Paying Agent or the Registrar will 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 Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

    2.7. Replacement
Securities.  If
a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the Trustee’s requirements are met.  If required by the
Trustee or the Company, such Holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of both the Company and the Trustee, to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Security is replaced.  Each of the Company or the
Trustee may charge such Holder for its reasonable out-of-pocket expenses in
replacing a Security pursuant to this Section 2.7, including reasonable fees and
expenses of counsel.

     

    Every
replacement Security is an additional obligation of the Company.

     

     

    
      
        
        

      

      
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    2.8. Outstanding
Securities.  Securities
outstanding at any time are all the Securities that have been authenticated by
the Trustee except those cancelled by it, those delivered to it for cancellation
and those described in this Section as not outstanding.  A Security
does not cease to be outstanding because the Company, any Guarantor or any of
their respective Subsidiaries or Affiliates holds the Security.

     

    If a
Security is replaced pursuant to Section 2.7 (other than a mutilated Security
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser or a protected purchaser.  A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.7.  If the principal amount of any Security is
considered paid under Section 4.1, it ceases to be outstanding and interest
ceases to accrue.

     

    If on a
Redemption Date or the Maturity Date the Paying Agent (other than the Company or
a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal,
premium, if any, and interest due on the Securities payable on that date, then
on and after that date such Securities cease to be outstanding and interest on
them ceases to accrue.

     

    2.9. Treasury
Securities.  In
determining whether the Holders of the required principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the
Company, any of its Subsidiaries or any of its respective Affiliates shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities that a Responsible Officer of the Trustee knows or has reason to know
are so owned shall be disregarded.

     

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

     

    2.11. Cancellation.  The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee, or at the direction of the Trustee,
the Registrar or the Paying Agent (other than the Company or a Subsidiary), and
no one else, shall cancel and shall dispose of all Securities surrendered for
registration of transfer, exchange, payment or cancellation.  Subject
to Section 2.7, the Company may not issue new Securities to replace Securities
that they have paid or delivered to the Trustee for cancellation.  If
the Company or any Guarantor shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section
2.11.

     

    2.12. Defaulted
Interest.  If
the Company defaults in a payment of interest on the Securities, it shall,
unless the Trustee fixes another record date pursuant to Section 6.10, pay the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner.  The Company may pay the
defaulted interest to the Persons who are Holders on a subsequent special record
date, which date shall be the fifteenth day next preceding the date fixed by the
Company for the 

     

    
      
        
        

      

      
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    payment
of defaulted interest or the next succeeding Business Day if such date is not a
Business Day.  At least 15 days before any such subsequent special
record date, the Company shall mail to each Holder, with a copy to the Trustee,
a notice that states the subsequent special record date, the payment date and
the amount of defaulted interest, and interest payable on such defaulted
interest, if any, to be paid.

     

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

     

    2.14. Restrictive
Legends.  Unless
and until a Security is exchanged for an Exchange Note, sold in connection with
an effective registration statement under the Securities Act pursuant to the
Registration Rights Agreement or with respect to any Unrestricted Global
Security duly executed by the Company and authenticated by the Trustee in
accordance with Section 2.16(i), (i) the U.S. Global Securities and U.S.
Physical Securities shall bear the legend set forth in the first
and  second paragraphs below (the “Private Placement
Legend”) on the face thereof and (ii) the Offshore Physical Securities,
until receipt by the Company and the Trustee of a certificate substantially in
the form of Exhibit D hereto
shall bear the legend set forth in the third paragraph below on the face thereof
(the “Regulation S
Legend”).

     

    THIS NOTE
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND
THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

    


    THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT), (III)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED
TO, NOTIFY ANY 

     

     

    
      
        
        

      

      
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    PURCHASER OF THIS NOTE
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

    


    THIS NOTE
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE
SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION
S UNDER THE SECURITIES ACT.

    


    Each
Global Security shall also bear the following legend on the face
thereof:

     

    UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE
DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  TRANSFERS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE
GOVERNING THIS NOTE.

     

    Each Note
shall also bear the following legend:

     

    THIS NOTE
IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF
THE INTERNAL REVENUE CODE.  A HOLDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO
MATURITY  FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION
TO THE ISSUER AT THE FOLLOWING ADDRESS: 9900 WEST 109TH STREET, SUITE 600,
OVERLAND PARK, KANSAS 66210, ATTENTION: CHIEF FINANCIAL OFFICER.

     

     

    
      
        
        

      

      
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    2.15. Book-Entry Provisions For
Global Security.

     

    (a) Each
Global Security initially shall (i) be registered in the name of the Depository
or the nominee of such Depository, (ii) be delivered to the Trustee as custodian
for such Depository and (iii) bear legends as set forth in Section
2.14.

     

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

     

    (b) Transfers
of Global Securities shall be limited to transfers in whole, but not in part, to
the Depository, its successors or their respective
nominees.  Interests of beneficial owners in any Global Security may
be transferred or, subject to Section 2.1, exchanged for Physical Securities in
accordance with the rules and procedures of the Depository and the provisions of
Section 2.16.  In addition, U.S. Physical Securities and Offshore
Physical Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in U.S. Global Securities or Offshore Global
Securities, as the case may be, if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the U.S. Global
Securities or the Offshore Global Securities and a successor depositary is not
appointed by the Company within 90 days of such notice or (ii) an Event of
Default has occurred and is continuing and the Registrar has received a written
request from the Depository or the Trustee to issue Physical
Securities.

     

    (c) In
connection with any transfer or exchange of a portion of the beneficial interest
in any Global Security to beneficial owners pursuant to paragraph (b), the
Registrar shall (if one or more Physical Securities are to be issued) reflect on
its books and records the date and a decrease in the principal amount of such
Global Security in an amount equal to the principal amount of the beneficial
interest in such Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and make available for delivery, one
or more U.S. Physical Securities or Offshore Physical Securities, as the case
may be, of like tenor and amount.

     

    (d) In
connection with the transfer of U.S. Global Securities or Offshore Global
Securities, in whole, to beneficial owners pursuant to paragraph (b), the U.S.
Global Securities or the Offshore Global Securities, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, to each beneficial owner identified by the Depository in exchange for
its beneficial interest in such U.S. Global Securities or Offshore Global
Securities, as the case may be, an equal aggregate principal amount of U.S.
Physical Securities or Offshore Physical Securities, as the case may be, of
authorized denominations.

     

    (e) Any
Physical Security constituting a Restricted Security delivered in exchange for
an interest in a Global Security pursuant to paragraph (b) or (c) shall, except
as otherwise provided by paragraphs (a)(i)(x), (c), (d)(ii) and (e) of Section
2.16, bear the legend regarding transfer restrictions applicable to the Physical
Securities set forth in Section 2.14.

     

     

    
      
        
        

      

      
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    (f) The
Holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

     

    2.16. Special Transfer
Provisions.

     

    (a) Transfers to Non-QIB
Institutional Accredited Investors.  The following provisions
shall apply with respect to the registration of any proposed transfer of a
Security constituting a Restricted Security to any institutional accredited
investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) (an “Accredited
Investor” or an “Institutional Accredited
Investor”) which is not a QIB (excluding Non-U.S. Persons):

     

    (i) the
Registrar shall register the transfer of any Security constituting a Restricted
Security, whether or not such Security bears the Private Placement Legend, if
(x) the transferee certifies that it is not an Affiliate of the Company and the
requested transfer is after the first anniversary of the later of the (a) Issue
Date and (b) the last date on which the Company or an Affiliate of the Company
was the owner of such Security (or any predecessor Security) or such shorter
period of time as permitted by Rule 144 under the Securities Act or any
successor provision thereunder or (y) the proposed transferee has delivered to
the Registrar a certificate substantially in the form of Exhibit C hereto
and if such transfer is in respect of an aggregate principal amount of
Securities of less than $100,000, the proposed transferee has delivered to the
Registrar and the Company an opinion of counsel acceptable to the Company that
such transfer is in compliance with the Securities Act and such other
certifications, legal opinions or other information that the Trustee may
reasonably request in order to confirm that such transaction is being made
pursuant to an exemption from or in a transaction not subject to the
registration requirements of the Securities Act; and

     

    (ii) if the
proposed transferor is an Agent Member holding a beneficial interest in the U.S.
Global Security, the Registrar shall register the transfer of any Security
constituting a Restricted Security, whether or not such Security bears a Private
Placement Legend upon receipt by the Registrar of (x) the certificate, if any,
required by paragraph (i) above and (y) instructions given in accordance with
the Depository’s and the Registrar’s procedures, whereupon (a) the Registrar
shall reflect on its books and records the date and (if the transfer does not
involve a transfer of outstanding U.S. Physical Securities) a decrease in the
principal amount of the applicable U.S. Global Security in an amount equal to
the principal amount of the beneficial interest in such U.S. Global Security to
be transferred, and (b) the Company shall execute and the Trustee shall
authenticate and make available for delivery one or more U.S. Physical
Securities of like tenor and amount.

     

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

     

    (i) if the
Security to be transferred consists of (x) either Offshore Physical Securities
prior to the removal of the Private Placement Legend or U.S. Physical
Securities, the Registrar shall register the transfer if such transfer is being
made by a proposed transferor who has checked the box provided for on the form
of Security stating, or has otherwise advised the Company and the Registrar in
writing, that the sale has been made in compliance with the provisions of Rule
144A to a transferee who has signed the certification provided for on the form
of Security stating, or has otherwise advised the Company and the Registrar in
writing, that it is purchasing the Security for its own account or an account
with respect to which it exercises sole investment discretion 

     

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    and that
it and any such account is a QIB within the meaning of Rule 144A, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as it has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by Rule 144A or (y) an
interest in the U.S. Global Securities, the transfer of such interest may be
effected only through the book entry system maintained by the Depository;
and

     

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

     

    (c) Transfers of Interests in
the Unrestricted Global Securities, Offshore Global Securities or Unlegended
Offshore Physical Securities.  The following provisions shall
apply with respect to any transfer of interests in Unrestricted Global
Securities, Offshore Global Securities or unlegended Offshore Physical
Securities.  The Registrar shall register the transfer of any such
Security without requiring any additional certification.

     

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

     

    (i) The
Registrar shall register any proposed transfer to any Non-U.S. Person if the
Security to be transferred is a U.S. Physical Security or an interest in U.S.
Global Securities, upon receipt of a certificate substantially in the form of
Exhibit D
hereto from the proposed transferor.

     

    (ii) (a) If
the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if
any, required by paragraph (ii) and (y) instructions in accordance with the
Depository’s and the Registrar’s procedures, the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the U.S.
Global Securities in an amount equal to the principal amount of the beneficial
interest in the U.S. Global Securities to be transferred, and (b) if the
proposed transferee is an Agent Member, upon receipt by the Registrar of
instructions given in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Offshore Global Securities in an amount
equal to the principal amount of the U.S. Physical Securities or the U.S. Global
Securities, as the case may be, to be transferred, and the Trustee shall cancel
the U.S. Physical Security, if any, so transferred or decrease the amount of the
U.S. Global Security.

     

    (e) Private Placement
Legend.  Upon the registration of transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall make available for delivery Securities that do not bear the
Private Placement Legend.  Upon the registration of transfer, exchange
or replacement of Securities bearing the Private Placement Legend, the Registrar
shall make available for delivery only Securities that bear the Private
Placement Legend unless (i) the circumstance contemplated by paragraph
(a)(i)(x), (c), (d)(ii) or (i) of this Section 2.16 exists or (ii) there is
delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

     

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

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

     

    The
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.15 or this Section 2.16 in
accordance with its customary procedures.  The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

     

    (g) No Obligation of the
Trustee.  (1)  The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in the Depository or any other Person with respect
to the accuracy of the records of the Depository or its nominee or of any
participant member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice
(including any notice of redemption or repurchase) or the payment of any amount,
under or with respect to such Securities.  All notices and
communications to be given to the Holders and all payments to be made to Holders
under the Securities shall be given or made only to the registered Holders
(which shall be the Depository or its nominee in the case of a Global
Security).  The rights of beneficial owners in any Global Security
shall be exercised only through the Depository subject to the applicable rules
and procedures of the Depository.  The Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its members, participants and any beneficial owners.

     

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

     

    (i) Automatic Exchange from U.S.
Global Security or Offshore Global Security to Unrestricted Global
Security.  At the option of the Company and upon compliance
with the following procedures, beneficial interests in a U.S. Global Security or
Offshore Global Security shall be exchanged for beneficial interests in an
Unrestricted Global Security.  In order to effect such exchange, the
Company shall provide written notice to the Trustee instructing the Trustee to
(i) direct the depositary to transfer the specified amount of the outstanding
beneficial interests in a particular U.S. Global Security or Offshore Global
Security to an Unrestricted Global Security and provide the depositary with all
such information as is necessary for the depositary to appropriately credit and
debit the relevant Holder accounts and (ii) provide prior written notice to all
Holders of the applicable U.S. Global Security or Offshore Global Security of
such exchange, which notice must include the date such exchange is proposed to
occur, the CUSIP number of the relevant U.S. Global Security or Offshore Global
Security and the CUSIP number of the Unrestricted Global Security into which
such Holders’ beneficial interests will be exchanged.  As a condition
to any such exchange pursuant to this Section 2.16(i), the Trustee shall be
entitled to receive from the Company, and rely upon conclusively without any
liability, an Officer’s Certificate from the Company, in form and in substance
reasonably satisfactory to the Trustee, to the effect that such transfer of
beneficial interests to the Unrestricted Global Security shall be effected in
compliance with the Securities Act.  The Company may request from
Holders such information it reasonably determines is required in order to be
able to deliver such Officer’s Certificate.  Upon such exchange of
beneficial interests pursuant to this Section 2.16(i), the Registrar shall
reflect on its books and records the date of such transfer 

     

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    and a
decrease and increase, respectively, in the principal amount of the applicable
U.S. Global Security or Offshore Global Security and the Unrestricted Global
Security, respectively, equal to the principal amount of beneficial interests
transferred.  Following any such transfer pursuant to this Section
2.16(i) of all of the beneficial interests in a U.S. Global Security or Offshore
Global Security to an Unrestricted Global Security, such U.S. Global Security or
Offshore Global Security shall be cancelled.

     

    ARTICLE
III

     

    REDEMPTION

     

    3.1. Notices To
Trustee.  If
the Company elects to redeem Securities pursuant to Paragraph 6 of the
Securities, they shall notify the Trustee in writing of the Redemption Date, the
Redemption Price and the principal amount of the applicable Securities to be
redeemed.  The Company shall give notice of redemption to the Paying
Agent and Trustee at least 35 days but not more than 60 days before the
Redemption Date (unless a shorter notice shall be agreed to by the Trustee in
writing), together with an Officers’ Certificate stating that such redemption
will comply with the conditions contained herein.

     

    3.2. Selection of Securities To
Be Redeemed.  In
the event that less than all of the Securities are to be redeemed at any time,
selection of such Securities for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Securities are listed or, if such Securities are not then
listed on a national securities exchange, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate; provided, however, that Securities of a
principal amount of $2,000 or less shall only be redeemed in full; and provided, further, that if a partial
redemption is made with the Net Cash Proceeds of an Asset Sale or Equity
Offering, selection of the Securities or portions thereof for redemption shall
be made by the Trustee only on a pro rata basis or on as
nearly a pro rata basis
as is practicable (subject to the procedures of the Depository), unless such
method is otherwise prohibited.

     

    3.3. Notice of
Redemption.  At
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail a notice of redemption by first class mail, postage prepaid, to each
Holder whose Securities are to be redeemed at its registered
address.  Any optional redemption and corresponding notice may, at the
Company’s discretion, be subject to one or more conditions precedent, including,
but not limited to, the completion of an Equity Offering or other corporate
transactions.  At the Company’s request to the Trustee which shall be
given at least 35 days before a Redemption Date (unless a shorter period shall
be acceptable to the Trustee), the Trustee shall give the notice of redemption
in the Company’s name and at the Company’s expense.  Each notice of
redemption shall identify the Securities to be redeemed and shall
state:

     

    (a) the
Redemption Date;

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (h) the
Paragraph of the Securities pursuant to which the Securities are to be redeemed;
and

     

    (i) the CUSIP
or ISIN number, if any, printed on the Securities being redeemed and a statement
that no representation is made as to the correctness or accuracy of the CUSIP or
ISIN number, if any, listed in such notice or printed on the
Securities.

     

    The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice.  In
any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption in whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security.

     

    3.4. Effect of Notice of
Redemption.  Once
notice of redemption is mailed in accordance with Section 3.3, Securities called
for redemption become due and payable on the Redemption Date and at the
Redemption Price plus accrued interest, if any.  Upon surrender to the
Trustee or Paying Agent, such Securities called for redemption shall be paid at
the Redemption Price (which shall include accrued interest thereon to the
Redemption Date), but installments of interest, the maturity of which is on or
prior to the Redemption Date, shall be payable to Holders of record at the close
of business on the relevant Record Dates.

     

    3.5. Deposit of Redemption
Price.  On
or before 11:00 a.m. New York time on the Redemption Date, the Company shall
deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption
Price plus accrued interest, if any, of all Securities to be redeemed on that
date.

     

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

     

    3.6. Securities Redeemed in
Part.  Upon
surrender of a Security that is to be redeemed in part only, the Trustee shall
upon written instruction from the Company authenticate for the Holder a new
Security or Securities in a principal amount equal to the unredeemed portion of
the Security surrendered.

     

    ARTICLE
IV

     

    COVENANTS

     

    4.1. Payment of
Securities.  The
Company shall pay the principal of, premium, if any, and interest on the
Securities in the manner provided in the Securities.  An installment
of principal of, premium, if any, or interest on the Securities shall be
considered paid on the date it is due if the Trustee or 

     

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    Paying
Agent holds on that date U.S. Legal Tender designated for and sufficient to pay
the installment.  If the Company or any Subsidiary of the Company acts
as Paying Agent, an installment of principal, premium, if any, or interest shall
be considered paid on the date it is due if the entity acting as Paying Agent
complies with the second sentence of Section 2.4.  Interest on the
Securities will be computed on the basis of a 360-day year comprised of twelve
30-day months.  As provided in Section 6.9, upon any bankruptcy or
reorganization procedure relative to the Company, the Trustee shall serve as
Paying Agent, if any, for the Securities.

     

    4.2. Maintenance of Office or
Agency.  The
Company shall maintain in the Borough of Manhattan, The City of New York, the
office or agency required under Section 2.3.  The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
11.2.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such
designations.  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.

     

    The
Company hereby initially designates the Trustee at its address c/o United States
Trust Company of New York, 100 Wall Street, Suite 1600, New York, New York
10005, Attention:  Corporate Trust Department/Compass Minerals, as
such office of the Company in accordance with Section 2.3.

     

    4.3. Limitation On Restricted
Payments.  The
Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, (1) declare or pay any dividend or make
any distribution (other than dividends or distributions payable in Qualified
Capital Stock of the Company) on or in respect of shares of the Company’s
Capital Stock to holders of such Capital Stock; (2) purchase, redeem or
otherwise acquire or retire for value any Capital Stock of the Company or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock of the Company; (3) make any principal payment on, purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, scheduled repayment or scheduled sinking
fund payment, any Indebtedness of the Company that is subordinate or junior in
right of payment to the Securities or any Guarantee (other than Indebtedness
described in clause (7) of the definition of “Permitted
Indebtedness”); or (4) make any Investment (other than Permitted
Investments) (each of the foregoing actions set forth in clauses (1), (2), (3)
and (4) being referred to as a “Restricted Payment”),
if at the time of such Restricted Payment or immediately after giving effect
thereto:

     

    (a) a Default
or an Event of Default shall have occurred and be continuing; or

     

    (b) the
Company is not able to incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with Section 4.4; or

     

    (c) the
aggregate amount of Restricted Payments (including such proposed Restricted
Payment) made after the Issue Date (the amount expended for such purposes, if
other than in cash, being the fair market value of such property as determined
reasonably and in good faith by the Board of Directors of the Company) shall
exceed the sum of:

     

    (i) 50% of
the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income
shall be a loss, minus 100% of such loss) of the Company earned 

     

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    after the
Issue Date and on or prior to the date the Restricted Payment is made (the
“Reference
Date”) (treating such period as a single accounting period);
plus

     

    (ii) 100% of
the aggregate Net Cash Proceeds and the fair market value, as determined in good
faith by the Board of Directors of the Company, of property other than cash
received by the Company from any Person (other than a Subsidiary of the Company)
from the issuance and sale subsequent to the Issue Date and on or prior to the
Reference Date of Qualified Capital Stock of the Company (other than Excluded
Contributions); plus

     

    (iii) without
duplication of any amounts included in clause (c)(ii) above, 100% of the
aggregate Net Cash Proceeds of any equity contribution received by the Company
from a holder of the Company’s Capital Stock (other than Excluded
Contributions); plus

     

    (iv) the
amount by which Indebtedness of the Company or that of any of its Restricted
Subsidiaries is reduced on the Company’s balance sheet upon the conversion or
exchange after the Issue Date of any Indebtedness of the Company or any
Indebtedness of its Restricted Subsidiaries incurred after the Issue Date into
or for Qualified Capital Stock; plus

     

    (v) without
duplication, the sum of:

     

    (a)           the
aggregate amount returned in cash on or with respect to Investments (other than
Permitted Investments) made after the Issue Date whether through interest
payments, principal payments, dividends or other distributions or
payments;

     

    (b)           the
net cash proceeds received by the Company or any Restricted Subsidiary of the
Company from the disposition of all or any portion of such Investments (other
than to a Subsidiary of the Company); and

     

    (c)           upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair
market value of such Subsidiary (valued in each case as provided in the
definition of “Investment”).

     

    Notwithstanding
the foregoing, the provisions set forth in the immediately preceding paragraph
do not prohibit:

     

    (1) the
payment of any dividend or other distribution within 60 days after the date of
declaration of such dividend or other distribution if the dividend or other
distribution would have been permitted on the date of declaration;

     

    (2) if no
Default or Event of Default shall have occurred and be continuing, the
redemption, repurchase, retirement or other acquisition of any shares of Capital
Stock of the Company, either (a) solely in exchange for shares of Qualified
Capital Stock of the Company, or (b) through the application of net proceeds of
a substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of shares of Qualified Capital Stock of the Company;

     

    (3) if no
Default or Event of Default shall have occurred and be continuing, the
acquisition of any Indebtedness of the Company that is subordinate or junior in
right of payment to 

     

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    the
Securities or a Guarantee either (a) solely in exchange for shares of Qualified
Capital Stock of the Company, or (b) through the application of the net proceeds
of a substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of shares of Qualified Capital Stock of the Company or Refinancing
Indebtedness;

     

    (4) if no
Default or Event of Default shall have occurred and be continuing, repurchases
by the Company or any Restricted Subsidiary of the Company of securities of the
Company from employees, directors or consultants of the Company or any
Subsidiary of the Company or their authorized representatives (a) upon the
death, disability or termination of employment of such employees, directors or
consultants or to the extent required pursuant to employee benefit plans,
employment agreements or consulting agreements or (b) pursuant to any other
agreement with such employees or directors of or consultants to the Company or
any Subsidiary of the Company, in an aggregate amount not to exceed $15.0
million in any calendar year (with unused amounts in any calendar year being
carried over to succeeding years subject to a maximum of $30.0 million in any
calendar year), provided that the
cancellation of Indebtedness owing to the Company or any Restricted Subsidiary
of the Company from such employees, directors or consultants of the Company or
any of its Restricted Subsidiaries in connection with a repurchase of Capital
Stock of the Company will not be deemed to constitute a Restricted Payment under
this Indenture;

     

    (5) the
declaration and payment of dividends to holders of any class or series of
Preferred Stock of the Company, provided that for the most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date of issuance of such Preferred
Stock, after giving effect to such issuance on a pro forma basis, the Company
would have been able to incur at least $1.00 of Indebtedness (other than
Permitted Indebtedness) pursuant to Section 4.4;

     

    (6) the
payment of dividends on the Company’s Common Stock in an amount not to exceed
$60.0 million per annum;

     

    (7) the
declaration and payment of dividends to holders of any class or series of
Disqualified Capital Stock of the Company or any of its Restricted Subsidiaries
issued in accordance with Section 4.4 to the extent such dividends are included
in the definition of “Consolidated Fixed Charges”;

     

    (8) other
Restricted Payments in an aggregate amount not to exceed $100.0
million;

     

    (9) if no
Default or Event of Default shall have occurred and be continuing, payments or
distributions to dissenting stockholders pursuant to applicable law, pursuant to
or in connection with a consolidation, merger or transfer of assets that
complies with the provisions of this Indenture applicable to mergers,
consolidations and transfers of all or substantially all of the property and
assets of the Company;

     

    (10) Investments
that are made with Excluded Contributions;

     

    (11) repurchases
of Capital Stock deemed to occur upon the exercise of stock options, warrants or
other convertible securities, to the extent such Capital Stock represents a
portion of the consideration for such exercise;

     

    (12) the
acquisition of any shares of Disqualified Capital Stock of the Company either
(a) solely in exchange for shares of Disqualified Capital Stock of the Company
or (b) through the 

     

     

    
      
        
        

      

      
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    application
of the net proceeds of a substantially concurrent sale for cash (other than to a
Subsidiary of the Company) of shares of Disqualified Capital Stock of the
Company;

     

    (13) any
purchase or redemption of Indebtedness that ranks junior to the Securities
utilizing any Net Cash Proceeds remaining after the Company has complied with
the requirements of the covenants described under Sections 4.17 and
4.18;

     

    (14) if no
Default or Event of Default shall have occurred and be continuing, the
redemption, repurchase, retirement or other acquisition of any shares of the
Company’s Common Stock, provided that, at the time of such redemption,
repurchase, retirement or other acquisition and after giving pro forma effect
thereto, the Consolidated Leverage Ratio would be no greater than 1.0 to 1.0;
and

     

    (15) if no
Default or Event of Default shall have occurred and be continuing, payments of
cash in lieu of the issuance of fractional shares upon the exercise of warrants
or upon the conversion or exchange of, or issuance of Capital Stock in lieu of
cash dividends on, any Capital Stock the Company or any Restricted Subsidiary,
which in the aggregate do not exceed $3.0 million.

     

    In
determining the aggregate amount of Restricted Payments made after the Issue
Date in accordance with clause (c) of the immediately preceding paragraph,
amounts expended pursuant to clauses (1), (2), (3), (13) and (14) shall be
included in such calculation.

     

    Not later
than the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers’ Certificate stating that such Restricted Payment complies
with this Indenture and setting forth in reasonable detail the basis upon which
the required calculations were computed, which calculations may be based upon
the Company’s latest available internal quarterly financial
statements.

     

    4.4. Limitation on Incurrence of
Additional Indebtedness.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, acquire, become
liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment of (collectively, “incur”) any
Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default
or Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company and its
Restricted Subsidiaries may incur Indebtedness (including, without limitation,
Acquired Indebtedness) if on the date of the incurrence of such Indebtedness,
after giving effect to the incurrence thereof, the Consolidated Fixed Charge
Coverage Ratio of the Company is greater than 2.0 to 1.0; provided that the amount of
Indebtedness that may be incurred pursuant to the foregoing by Restricted
Subsidiaries of the Company that are not Guarantors shall not exceed $250.0
million at any one time outstanding.

     

    4.5. Corporate
Existence.  Except
as otherwise permitted by Article Five, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each of its
Restricted Subsidiaries in accordance with the respective organizational
documents of each such Restricted Subsidiary and the rights (charter and
statutory) and material franchises of the Company and each of its Restricted
Subsidiaries; provided,
however, that neither
the Company nor any Restricted Subsidiary shall be required to preserve any such
right or franchise or in the case of any Restricted Subsidiary, its existence,
if (in each case) the Board of Directors of the Company shall determine that the
loss thereof is not, and will not be, adverse in any material respect to the
Holders.

     

     

    
      
        
        

      

      
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    4.6. Payment of Taxes and Other
Claims.  The
Company shall pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (a) all material taxes, assessments and
governmental charges levied or imposed upon it or any of its Subsidiaries or
upon the income, profits or property of it or any of its Restricted Subsidiaries
and (b) all lawful claims for labor, materials and supplies which, in each case,
if unpaid, might by law become a material liability or Lien upon the property of
it or any of its Restricted Subsidiaries; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, (i) the applicability or
validity is being contested in good faith by appropriate proceedings and for
which appropriate provision has been made or (ii) where the failure to effect
such payment or discharge is not adverse in any material respect to the
Holders.

     

    4.7. Maintenance of Properties
and Insurance.

     

    (a) The
Company shall cause all material properties owned by or leased by it or any of
its Restricted Subsidiaries used or useful to the conduct of its business or the
business of any of its Restricted Subsidiaries, taken as a whole, to be
maintained and kept in normal condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all repairs, renewals,
replacements, and betterments thereof, all as in its judgment may be necessary,
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 4.7 shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Board of Directors of the Company or any such Restricted Subsidiary
desirable in the conduct of the business of the Company or any such Restricted
Subsidiary, and if such discontinuance or disposal is not adverse in any
material respect to the Holders; provided further that nothing
in this Section 4.7 shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing or disposing of any properties to the extent
otherwise permitted by this Indenture.

     

    (b) The
Company shall maintain, and shall cause its Restricted Subsidiaries to maintain,
insurance with responsible carriers against such risks and in such amounts, and
with such deductibles, retentions, self-insured amounts and co-insurance
provisions, as are, in the Company’s reasonable judgment, customarily carried by
similar businesses of similar size, including property and casualty loss,
workers’ compensation and interruption of business insurance.

     

    4.8. Compliance Certificate;
Notice of Default.

     

    (a) The
Company and each Guarantor, if any, shall deliver to the Trustee, within 120
days after the close of each fiscal year of the Company, an Officers’
Certificate stating that a review of the activities of each of the Company has
been made under the supervision of the signing Officers with a view to
determining whether it has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Company
or the applicable Guarantor during such preceding fiscal year have kept,
observed, performed and fulfilled each and every such covenant and no Default or
Event of Default occurred during such year and at the date of such certificate
there is no Default or Event of Default that has occurred and is continuing or,
if such signers do know of such Default or Event of Default, the certificate
shall describe its status with particularity.  The applicable
Officers’ Certificate shall also notify the Trustee should either of the Company
or any Guarantor elect to change the manner in which it fixes its fiscal year
end.

     

    (b) The
annual financial statements delivered pursuant to Section 4.10 shall be
accompanied by a written report of the Company’s independent accountants (who
shall be a firm of established 

     

     

    
      
        
        

      

      
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    national
reputation) that in conducting their audit of such financial statements, as it
relates to accounting matters, nothing has come to their attention that would
lead them to believe that the Company has violated any provisions of Article
Four, Five or Six of this Indenture insofar as they relate to accounting matters
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) The
Company shall deliver to the Trustee, in the event that any Officer becomes
aware of any Default or Event of Default in the performance of any covenant,
agreement or condition contained in this Indenture, an Officers’ Certificate
specifying the Default or Event of Default and describing its status with
particularity.

     

    4.9. Compliance With
Laws.  The
Company shall comply, and shall cause each of its Subsidiaries to comply, with
all applicable statutes, rules, regulations, orders and restrictions of the
United States, all states and municipalities thereof, and of any governmental
department, commission, board, regulatory authority, bureau, agency and
instrumentality of the foregoing, in respect of the conduct of their respective
businesses and the ownership of their respective properties, except for such
noncompliances as would not in the aggregate have a material adverse effect on
the financial condition or results of operations of the Company and its
Subsidiaries taken as a whole.

     

    4.10. Reports To
Holders.  Whether
or not required by the rules and regulations of the Commission, so long as any
Securities are outstanding, the Company shall file a copy of the following
information and reports with the Commission for public availability (unless the
Commission will not accept such a filing) and shall in any event furnish to the
Holders of Securities and to securities analysts and prospective investors, upon
their written request:

     

    (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company
were required to file such forms (other than consolidating financial information
required by Rule 3-10 of Regulation S-X or any comparable provision so long as
the aggregate unaudited assets, liabilities and revenues of Subsidiaries that
are not Guarantors are disclosed on an annual basis), including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” that describes
the financial condition and results of operations of the Company and its
consolidated Subsidiaries and, with respect to the annual information only, a
report thereon by the Company’s independent registered public accounting firm;
and

     

    (ii) all
current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports, in each case (i) and (ii)
within the time periods specified in the Commission’s rules and
regulations.

     

    If the
Company is no longer subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company shall nevertheless continue filing the
reports specified in clauses (i) and (ii) of this Section 4.10 with the
Commission within the time periods specified in the Commission’s rules and
regulations unless the Commission will not accept such a filing. The Company
shall not take any action for the purpose of causing the Commission not to
accept any such filings. If, notwithstanding the foregoing, the Commission will
not accept the Company’s filings for any reason, the Company will post the
reports referred to in clauses (i) and (ii) of this Section 4.10 on its website
within the time periods that would apply if the Company were required to file
those reports with the Commission.

     

     

    
      
        
        

      

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

     

    4.11. Waiver of Stay, Extension or
Usury Laws.  The
Company and each Guarantor, 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 or extension law or any
usury law or other law that would prohibit or forgive such Company or such
Guarantor from paying all or any portion of the principal of, premium, if any,
and/or interest on the Securities or the Guarantee of any such Guarantor as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture, and (to the
extent that it may lawfully do so) each hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

     

    4.12. Limitations on Transactions
With Affiliates.

     

    (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction or series
of related transactions (including, without limitation, the purchase, sale,
lease or exchange of any property or the rendering of any service) with, or for
the benefit of, any of its Affiliates (each an “Affiliate
Transaction”), other than (x) Affiliate Transactions permitted under
paragraph (b) below and (y) Affiliate Transactions on terms that are no less
favorable than those that could reasonably have been obtained in a comparable
transaction at such time on an arm’s-length basis from a Person that is not an
Affiliate of the Company or such Restricted Subsidiary.  All Affiliate
Transactions (and each series of related Affiliate Transactions which are
similar or part of a common plan) involving aggregate payments or other property
with a fair market value in excess of $5.0 million shall be approved by the
Board of Directors of the Company or the Board of Directors of such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions.

     

    (b) The
restrictions set forth in clause (a) shall not apply to:

     

    (i) reasonable
fees and compensation paid to and indemnity provided on behalf of officers,
directors, employees or consultants of the Company or any Restricted Subsidiary
of the Company as determined in good faith by the Company’s Board of
Directors;

     

    (ii) transactions
exclusively between the Company and any of its Restricted Subsidiaries or
exclusively among such Restricted Subsidiaries, provided such transactions
are not otherwise prohibited by this Indenture;

     

    (iii) any
agreement as in effect or entered into as of the Issue Date or any amendment
thereto or any transaction contemplated thereby (including pursuant to any
amendment thereto) in any replacement agreement thereto so long as any such
amendment or replacement agreement is not more disadvantageous to the Holders in
any material respect than the original agreement as in effect on the Issue
Date;

     

    (iv) Restricted
Payments and Permitted Investments permitted by this Indenture;

     

    (v) transactions
in which the Company or any of its Restricted Subsidiaries, as the case may be,
delivers to the Trustee a letter from an Independent Financial Advisor stating
that 

     

     

    
      
        
        

      

      
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    such
transaction is fair to the Company or such Restricted Subsidiary from a
financial point of view or meets the requirements of the first sentence of
paragraph (a) above;

     

    (vi) the
issuance of securities or other payments, awards or grants in cash, securities
or otherwise pursuant to or the funding of, employment arrangements, stock
options and stock ownership plans or similar employee benefit plans approved by
the Board of Directors of the Company in good faith and loans to employees of
the Company and its Subsidiaries which are approved by the Board of Directors of
the Company in good faith;

     

    (vii) transactions
with customers, clients, suppliers or purchasers or sellers of goods or
services, in each case on ordinary business terms and otherwise in compliance
with the terms of this Indenture, which are fair to the Company or its
Restricted Subsidiaries, in the reasonable determination of the Board of
Directors of the Company or the senior management thereof, or are on terms at
least as favorable as could reasonably have been obtained at such time from an
unaffiliated party, and;

     

    (viii) sales of
accounts receivable, or participations therein, to a Receivables Subsidiary in
connection with any Qualified Receivables Transaction.

     

    4.13. Limitation on Dividend and
Other Payment Restrictions Affecting Subsidiaries.  The
Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee)
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary of the Company to (a) pay dividends or make any other distribution on
or in respect of its Capital Stock (it being understood that the priority of any
Preferred Stock in receiving dividends or liquidating distributions prior to
dividends or liquidating distributions being paid on Common Stock shall not be
deemed a restriction on the ability to make distributions on Capital Stock); (b)
make loans or advances or to pay any Indebtedness or other obligation owed to
the Company or any other Restricted Subsidiary of the Company; or (c) transfer
any of its property or assets to the Company or any other Restricted Subsidiary
of the Company, except for such encumbrances or restrictions existing under or
by reason of:

     

    (i) applicable
law, rule, regulation, order, grant or governmental permit;

     

    (ii) this
Indenture;

     

    (iii) the
Credit Agreement;

     

    (iv) customary
non-assignment provisions of any contract, license or any lease of any
Restricted Subsidiary of the Company;

     

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

     

    (vi) agreements
existing or entered into on the Issue Date to the extent and in the manner such
agreements are in effect on the Issue Date;

     

    (vii) purchase
money obligations for property acquired in the ordinary course of business or
Capitalized Lease Obligations that impose restrictions of the nature discussed
in clause (c) above on the property so acquired;

     

     

    
      
        
        

      

      
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    (viii) contracts
for the sale of assets, including, without limitation, customary restrictions
with respect to a Restricted Subsidiary of the Company pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially
all of the Capital Stock or assets of such Restricted Subsidiary;

     

    (ix) secured
Indebtedness otherwise permitted to be incurred pursuant to Sections 4.4 and
4.16 that limit the right of the debtor to dispose of the assets securing such
Indebtedness;

     

    (x) customary
provisions in joint venture agreements and other similar agreements entered into
in the ordinary course of business;

     

    (xi) customary
net worth and restrictions on transfer, assignment or subletting provisions
contained in leases and other agreements entered into by the Company or any
Restricted Subsidiary;

     

    (xii) any
restriction in any agreement or instrument of a Receivables Subsidiary governing
a Qualified Receivables Transaction;

     

    (xiii) any
agreement governing Indebtedness incurred to Refinance the Indebtedness issued,
assumed or incurred pursuant to an agreement referred to in clauses (i) through
(xii) above; provided,
however, that the
provisions relating to such encumbrance or restriction contained in any such
Indebtedness, taken as a whole, are no less favorable to the Company in any
material respect as determined by the Board of Directors of the Company in its
reasonable and good faith judgment than the provisions relating to such
encumbrance or restriction contained in the agreements referred to in such
clauses;

     

    (xiv) any
agreement governing Indebtedness permitted to be incurred pursuant to Section
4.4; provided that the
provisions relating to such encumbrance or restriction contained in such
Indebtedness, taken as a whole, are no less favorable to the Company in any
material respect as determined by the Board of Directors of the Company in its
reasonable and good faith judgment than the provisions contained in the Credit
Agreement or in this Indenture as in effect on the Issue Date; or

     

    (xv) other
Indebtedness or Disqualified Capital Stock of Foreign Restricted Subsidiaries
permitted to be incurred subsequent to the Issue Date pursuant to the provisions
in Section 4.4; provided that the provisions
relating to such encumbrance or restriction only relate to Foreign Restricted
Subsidiaries (and assets thereof) that are obligors on such
instruments.

     

    4.14. Limitation on the Issuance
and Sale of Capital Stock of Restricted Subsidiaries.  The
Company shall not sell, and shall not permit any Restricted Subsidiary of the
Company, directly or indirectly, to issue or sell, any shares of Capital Stock
of a Restricted Subsidiary (including options, warrants or other rights to
purchase shares of such Capital Stock) except:

     

    (a) to the
Company or a Wholly Owned Restricted Subsidiary of the Company;

     

    (b) issuance
of directors’ qualifying shares or sales to foreign nationals of shares of
Capital Stock of Foreign Restricted Subsidiaries of the Company, to the extent
required by applicable law;

     

    (c) if,
immediately after giving effect to such issuance or sale, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary of the Company and
any Investment in 

     

     

    
      
        
        

      

      
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    such
Person remaining after giving effect to such issuance or sale would have been
permitted to be made under Section 4.3 if made on the date of such issuance or
sale; or

     

    (d) the sale
or issuance of Common Stock that is Qualified Capital Stock of a Restricted
Subsidiary of the Company, if the proceeds from such issuance and sale are
applied in accordance with Section 4.18.

     

    4.15. Limitation on Issuances of
Guarantees By Restricted Subsidiaries.  The
Company shall not permit any Restricted Subsidiary of the Company, directly or
indirectly, to guarantee any Indebtedness of the Company or any Guarantor
(“Guaranteed
Indebtedness”), unless (i) such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture to this Indenture providing for
an unsecured senior Guarantee of payment of the Securities by such Restricted
Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Guarantee so long as any Securities remain
outstanding.

     

    Notwithstanding
the foregoing, any Guarantee by a Restricted Subsidiary may provide by its terms
that it shall be automatically and unconditionally released and discharged upon
(i) any sale, exchange or transfer, to any Person not an Affiliate of the
Company, of all of the Company’s and each Restricted Subsidiary’s Capital Stock
in, or all or substantially all the assets of, such Restricted Subsidiary (which
sale, exchange or transfer is not prohibited by this Indenture), (ii) the
release or discharge of the guarantee, if any, which resulted in the creation of
such Guarantee, except a discharge or release by or as a result of payment under
such guarantee or (iii) the designation of such Restricted Subsidiary as an
Unrestricted Subsidiary in accordance with the provisions of this
Indenture.

     

    4.16. Limitation on
Liens.  The
Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or permit or
suffer to exist any Lien of any kind against or upon any property or assets of
the Company or any of its Restricted Subsidiaries whether owned on the Issue
Date or acquired after the Issue Date, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom
unless:

     

    (a) in the
case of Liens securing Indebtedness that is expressly subordinate or junior in
right of payment of the Securities, the Securities are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens;
and

     

    (b) in all
other cases, the Securities are equally and ratably secured, except for the
following Liens which are expressly permitted:

     

    (i) Liens
existing as of the Issue Date;

     

    (ii) Liens
securing (x) Indebtedness (including any guarantee and any letter of credit
facility thereunder) incurred pursuant to clause (2) of the definition of
“Permitted Indebtedness” and (y) other Indebtedness permitted to be incurred in
accordance with Section 4.4, provided that, with respect
to Liens securing Indebtedness permitted under this clause (y), at the time of
incurrence and after giving pro forma effect thereto, the Consolidated Secured
Leverage Ratio would be no greater than 2.0 to 1.0;

     

    (iii) Liens
securing the Securities or any Guarantee;

     

    
      
        
        

      

      
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    (iv) Liens in
favor of the Company or a Wholly Owned Restricted Subsidiary of the Company on
assets of any Restricted Subsidiary of the Company;

     

    (v) Liens
securing Refinancing Indebtedness which is incurred to Refinance any
Indebtedness (including, without limitation, Acquired Indebtedness) which has
been secured by a Lien permitted under this Indenture and which has been
incurred in accordance with the provisions of this Indenture; provided, however, that such
Liens:

     

    (a)           are
no less favorable to the Holders and are not more favorable to the lienholders
with respect to such Liens than the Liens in respect of the Indebtedness being
Refinanced; and

     

    (b)           do
not extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries not securing the Indebtedness so
Refinanced;

     

    (vi) Liens
securing Indebtedness of Restricted Subsidiaries of the Company that are not
Guarantors so long as such Indebtedness is otherwise permitted under this
Indenture; and

     

    (vii) Permitted
Liens.

     

    4.17. Change of
Control.

     

    (a) Upon the
occurrence of a Change of Control, the Company shall be obligated to make an
offer to purchase (the “Change of Control
Offer”), and shall purchase, on a Business Day (the “Change of Control Payment
Date”) as described below, all or a portion of the then outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the Change of Control
Payment Date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment
date).  The Change of Control Offer shall remain open for at least 20
Business Days and until the close of business on the Change of Control Payment
Date.  Notwithstanding the occurrence of a Change of Control, the
Company shall not be obligated to repurchase the Securities pursuant to this
Section 4.17 in the event that the Company has exercised its right to redeem all
the Securities under the terms of Article III of this Indenture and paragraph 6
of the Securities.

     

    (b) Within 30
days following the date upon which a Change of Control occurs (the “Change of Control
Date”), the Company shall send, by first class mail, a notice to each
Holder, with a copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer.  The notice to the Holders shall contain all
instructions and materials necessary to enable such Holders to tender Securities
pursuant to the Change of Control Offer.  Such notice shall
state:

     

    (i) that the
Change of Control Offer is being made pursuant to this Section 4.17 and that all
Securities tendered and not withdrawn will be accepted for payment;

     

    (ii) the
purchase price (including the amount of accrued interest) and the Change of
Control Payment Date, which shall be a Business Day, that is not earlier than 30
days or later than 60 days from the date such notice is mailed, other than as
may be required by law;

     

    (iii) that any
Security not tendered will continue to accrue interest;

     

     

    
      
        
        

      

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

     

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

     

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

     

    (vii) that
Holders whose Securities are purchased only in part will be issued new
Securities in a principal amount equal to the unpurchased portion of the
Securities surrendered; and

     

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

     

    The
Company shall not be required to make a Change of Control Offer upon a Change of
Control if any other Person makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.17 applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.  The provisions of this Section and other provisions
contained in this Indenture relating to the Company’s obligation to make a
Change of Control Offer may be waived or modified with the written consent of
the Holders of a majority in principal amount of Securities.

     

    On or
before the Change of Control Payment Date, the Company shall (i) accept for
payment Securities or portions thereof tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price plus accrued interest, if any, of all Securities so
tendered and (iii) deliver to the Trustee Securities so accepted together with
an Officers’ Certificate stating the Securities or portions thereof being
purchased by the Company.  The Paying Agent shall promptly mail to the
Holders of Securities so accepted payment in an amount equal to the purchase
price plus accrued interest, if any, and upon written order of the Company the
Trustee shall promptly authenticate and mail to such Holders new Securities
equal in principal amount to any unpurchased portion of the Securities
surrendered.  Any Securities not so accepted shall be promptly mailed
by the Company to the Holder thereof.  For purposes of this Section
4.17, the Trustee shall act as the Paying Agent.

     

    Any
amounts remaining with the Paying Agent after the purchase of Securities
pursuant to a Change of Control Offer shall be returned by the Trustee to the
Company.

     

    The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of Securities
pursuant to a Change of Control Offer.  To the extent the provisions
of any securities laws or regulations conflict with the provisions of this
Section 4.17, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.17 by virtue thereof.

     

     

    
      
        
        

      

      
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    4.18. Limitation on Asset
Sales.  The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

     

    (i) the
Company or the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value of the assets sold or otherwise disposed of (as determined in good faith
by the Company’s senior management or, in the case of an Asset Sale in excess of
$5.0 million, the Board of Directors of the Company);

     

    (ii) at least
75% of the consideration received by the Company or the Restricted Subsidiary,
as the case may be, from such Asset Sale shall be in the form of (x) cash or
Cash Equivalents, (y) properties and assets to be owned by the Company or any of
its Restricted Subsidiaries and used in a Permitted Business or (z) Capital
Stock in one or more Persons engaged in a Permitted Business that are or thereby
become Restricted Subsidiaries of the Company, and, in each case, such
consideration is received at the time of such disposition; provided that the amount of
(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s
most recent balance sheet) of the Company or such Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Securities) that
are assumed by the transferee of any such assets, and (b) any notes or other
securities 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 180 days after such Asset Sale (to the extent of the cash received)
shall be deemed to be cash for the purposes of this provision only;
and

     

    (iii) upon the
consummation of an Asset Sale, the Company shall apply, or cause such Restricted
Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within
360 days of receipt thereof either:

     

    (A)           repay
Indebtedness under the Credit Agreement and to correspondingly reduce
commitments with respect thereto or to repay Indebtedness (other than
Indebtedness subordinated to any Indebtedness) that is secured by a Lien
permitted by this Indenture and to correspondingly reduce commitments with
respect thereto;

     

    (B)           to
make an Investment (x) in properties and assets that replace the properties and
assets that were the subject of such Asset Sale, (y) in properties and assets
that will be used by the Company or a Restricted Subsidiary in a Permitted
Business or (z) permitted by clause (1) of the definition of “Permitted
Investments” (collectively, “Replacement Assets”);
or

     

    (C)           a
combination of prepayment and investment permitted by the foregoing clauses
(iii)(A) and (iii)(B).

     

    Pending
the final application of the Net Cash Proceeds, the Company and its Restricted
Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net
Cash Proceeds in any manner not prohibited by this Indenture.

     

    On the
361st day after an Asset Sale or such earlier date, if any, as the senior
management or the Board of Directors of the Company or of such Restricted
Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset
Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next
preceding paragraph (each, a “Net Proceeds Offer Trigger
Date”), such aggregate amount of Net Cash Proceeds which have not been
applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding paragraph (each a
“Net Proceeds Offer


     

     

    
      
        
        

      

      
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    Amount”) shall be
applied by the Company or such Restricted Subsidiary to make an offer to
purchase (the “Net
Proceeds Offer”) on a date (the “Net Proceeds Offer Payment
Date”) not less than 30 nor more than 60 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount
of Securities equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Securities to be purchased, plus accrued and unpaid
interest thereon, if any, to the date of purchase; provided, however, that if the Company
is required by the terms of any Indebtedness that ranks pari passu with the
Securities, such Net Proceeds Offer may be made ratably to purchase the
Securities and such other Indebtedness of the Company that ranks pari passu with
the Securities.

    
       

    

    If at any
time any non-cash consideration received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder as of the
date of such conversion or disposition and the Net Cash Proceeds thereof shall
be applied in accordance with this Section 4.18.

     

    The
Company may defer the Net Proceeds Offer until there is an aggregate unutilized
Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from
one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer
Amount, and not just the amount in excess of $10.0 million, shall be applied as
required pursuant to the second preceding paragraph).

     

    In the
event of the transfer of substantially all (but not all) of the property and
assets of the Company and its Restricted Subsidiaries as an entirety to a Person
in a transaction permitted under Section 5.1, which transaction does not
constitute a Change of Control, the successor corporation shall be deemed to
have sold the properties and assets of the Company and its Restricted
Subsidiaries not so transferred for purposes of this Section 4.18, and shall
comply with the provisions of clause (iii) of this Section 4.18 with respect to
such deemed sale as if it were an Asset Sale.  In addition, the fair
market value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this Section 4.18.

     

    Notice of
each Net Proceeds Offer pursuant to this Section 4.18 shall be mailed or caused
to be mailed, by first class mail, by the Company within 25 days following the
applicable Net Proceeds Offer Trigger Date to the record Holders as shown on the
register of Holders at their last registered address, with a copy to the
Trustee. A Net Proceeds Offer shall remain open for a period of 20 Business Days
or such longer period as may be required by law.  The notice shall
contain all instructions and materials necessary to enable such Holder to tender
Securities pursuant to the Net Proceeds Offer and shall state the following
terms:

     

    (i)           that
Holders may elect to have their Securities purchased by the Company either in
whole or in part (subject to prorationing as hereinafter described in the event
the Net Proceeds Offer is oversubscribed) in integral multiples of $1,000 of
principal amount, at the applicable purchase price;

     

                    (ii)that the Net Proceeds Offer is being
made pursuant to this Section 4.18 and that all Securities tendered will be
accepted for payment; provided, however, that if the
principal amount of Securities tendered in the Net Proceeds Offer exceeds the
aggregate amount of the Net Proceeds Offer Amount, the Company shall select the
Securities to be purchased on a pro rata basis (based on
amounts tendered);

     

                    (iii)the purchase price (including the
amount of accrued interest, if any) and the purchase date (which shall be no
earlier than 30 days nor later than 60 days from the Net Proceeds Offer Trigger
Date, other than as may be required by applicable law);

     

     

     

    
      
        
        

      

      
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                    (iv)that any Security not tendered will
continue to accrue interest;

     

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

     

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

     

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

     

                    (viii)that Holders whose Securities are
purchased only in part will be issued new Securities in a principal amount at
maturity equal to the unpurchased portion of the Securities
surrendered.

     

    On or
before the Net Proceeds Offer Payment Date, the Company shall (i) accept for
payment Securities or portions thereof tendered pursuant to the Net Proceeds
Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the purchase price, plus accrued interest, if any, of all Securities to be
purchased and (iii) deliver to the Trustee Securities so accepted together with
an Officers’ Certificate stating the Securities or portions thereof being
purchased by the Company.  The Paying Agent shall promptly mail to the
Holders of Securities so accepted payment in an amount equal to the purchase
price, plus accrued interest, if any, thereon set forth in the notice of such
Net Proceeds Offer.  Any Security not so accepted shall be promptly
mailed by the Company to the Holder thereof.  For purposes of this
Section 4.18, the Trustee shall act as the Paying Agent.

     

    Any
amounts remaining after the purchase of Securities pursuant to a Net Proceeds
Offer shall be returned by the Trustee to the Company.  To the extent
that the aggregate amount of the Securities tendered pursuant to a Net Proceeds
Offer is less than the Net Proceeds Offer Amount, the Company may use such
excess Net Proceeds Offer Amount for general corporate purposes or for any other
purposes not prohibited by this Indenture.  Upon completion of any
such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at
zero.

     

    The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of Securities
pursuant to a Net Proceeds Offer.  To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this
Section 4.18, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.18 by virtue thereof.  The provisions of this Section 4.18
and other provisions contained in this Indenture relating to the Company’s
obligation to make a Net Proceeds Offer may be waived or modified with the
written consent of the Holders of a majority in principal amount of the
Securities.

     

    4.19. Limitation on Layering
Indebtedness.  The
Company and the Guarantors, shall not, directly or indirectly, incur any
Indebtedness that is or purports to be by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to any other Indebtedness of
the Company or 

     

     

    
      
        
        

      

      
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    any
Guarantor, as the case may be, unless such Indebtedness is also by its terms (or
by the terms of any agreement governing such Indebtedness) made expressly
subordinate to the Securities or the Guarantee of such Guarantor, to the same
extent and in the same manner as such Indebtedness is subordinated to such other
Indebtedness of the Company or such Guarantor, as the case may
be.  This Indenture will not treat (1) unsecured Indebtedness as
subordinated or junior to secured Indebtedness merely because it is unsecured or
(2) senior Indebtedness as subordinated or junior to any other senior
Indebtedness merely because it has a junior priority with respect to the same
collateral.

     

    4.20. Suspension of
Covenants.

     

    (a) During
any period of time following the issuance of the Initial Notes that (i) the
Securities have a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or, if one or both shall not
make a rating on the Securities publicly available, from a nationally recognized
statistical rating agency or agencies, as the case may be, selected by the
Company that shall be substituted for Moody’s or S&P or both, as the case
may be (Moody’s, S&P or such other agency or agencies, as the case may be,
the “Rating
Agencies”), an equivalent rating by such other agency or agencies, as the
case may be (any such rating, an “Investment Grade
Rating”), and (ii) no Default has occurred and is continuing under
this Indenture (the occurrence of the events described in the foregoing clauses
(i) and (ii) being collectively referred to as a “Covenant Suspension
Event”), the Company and the Restricted Subsidiaries shall not be subject
to the following provisions of this Indenture:

     

    (i) Section 4.4;

     

    (ii) Section 4.3;

     

    (iii) Section 4.13;

     

    (iv) Section 4.12;

     

    (v) Section 4.18;
and

     

    (vi) Section
5.1(a)(ii).

     

    (collectively,
the “Suspended
Covenants”).  Upon the occurrence of a Covenant Suspension
Event, the amount of Net Proceeds Offer Amount with respect to any applicable
Asset Sale shall be set at zero at such date (the “Suspension
Date”).  In the event that the Company and the Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one
or both of the Rating Agencies withdraws its Investment Grade Rating or
downgrades the rating assigned to the Securities below an Investment Grade
Rating or a Default occurs and is continuing, then the Company and the
Restricted Subsidiaries shall thereafter again be subject to the Suspended
Covenants, but only with respect to events after the Reversion
Date.  The period of time between the Suspension Date and the
Reversion Date is referred to as the “Suspension
Period.”  Notwithstanding that the Suspended Covenants may be
reinstated, no Default will be deemed to have occurred as a result of a failure
to comply with the Suspended Covenants during the Suspension
Period.

     

    (b) On the
Reversion Date, all Indebtedness incurred during the Suspension Period will be
subject to Section 4.4.  To the extent such Indebtedness would not be
so permitted to be incurred pursuant to Section 4.4, such Indebtedness will be
deemed to have been outstanding on the Issue Date, so that it is classified as
permitted under clause (3) of the definition of “Permitted
Indebtedness.”

     

     

    
      
        
        

      

      
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    (c) Calculations
made after the Reversion Date of the amount available to be made as Restricted
Payments under Section 4.3 will be made as though Section 4.3 had been in effect
from the Issue Date and throughout the Suspension
Period.  Accordingly, Restricted Payments made during the Suspension
Period will be deemed to have been permitted but will reduce the amount
available to be made as Restricted Payments under the first paragraph of Section
4.3.

     

    (d) The
Company shall give the Trustee notice of any Covenant Suspension Event and in
any event not later than five (5) Business Days after such Covenant Suspension
Event.  In the absence of such notice, the Trustee shall assume the
Suspended Covenants apply and are in full force and effect.  The
Company shall give the Trustee notice of any occurrence of a Reversion Date not
later than five (5) Business Days after such Reversion Date.  After
any such notice of the occurrence of a Reversion Date, the Trustee shall assume
the Suspended Covenants apply and are in full force and effect.

     

    (e) During a
Suspension Period, the Company may not designate a Subsidiary as an Unrestricted
Subsidiary.

     

    (f) Notwithstanding
the foregoing, neither (1) the continued existence, after the Reversion Date, of
facts and circumstances or obligations that occurred, were incurred or otherwise
came into existence during a Suspension Period nor (2) the performance of any
such obligations, shall constitute a breach of any Suspended Covenant set forth
in this Indenture or cause a Default hereunder; provided that (i) the Company
and the Restricted Subsidiaries did not incur or otherwise cause such facts and
circumstances or obligations to exist in anticipation of a withdrawal or
downgrade by the applicable Rating Agency below an Investment Grade Rating and
(ii) the Company reasonably believed that such incurrence or actions would not
result in such withdrawal or downgrade.

     

    


     

    ARTICLE
V 

     

    SUCCESSOR
CORPORATION

     

    5.1. Merger, Consolidation and
Sale of Assets.

     

    (a) The
Company shall not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease,
convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of
the Company to sell, assign, transfer, lease, convey or otherwise dispose of)
all or substantially all of the Company’s assets (determined on a consolidated
basis for the Company and the Company’s Restricted Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless:

     

    (i) either
(a) the Company shall be the surviving or continuing corporation, partnership,
trust or limited liability company or (b) the Person (if other than the Company)
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale, assignment, transfer, lease, conveyance or other
disposition the properties and assets of the Company and of the Company’s
Restricted Subsidiaries substantially as an entirety (the “Surviving
Entity”):

     

    (x)           shall
be a corporation, partnership, trust or limited liability company organized and
validly existing under the laws of the United States or any State thereof or the
District of Columbia; and

     

     

    
      
        
        

      

      
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    (y)           shall
expressly assume, by supplemental indenture (in form and substance reasonably
satisfactory to the Trustee), executed and delivered to the Trustee, the due and
punctual payment of the principal of, and premium, if any, and interest on all
of the Securities and the performance of every covenant of the Securities and
this Indenture on the part of the Company to be performed or
observed;

     

    (ii) immediately
after giving effect to such transaction on a pro forma basis and the
assumption contemplated by clause (a)(i)(y) above (including giving effect to
any Indebtedness and Acquired Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction), the Company or
such Surviving Entity, as the case may be, shall be able to incur at least $1.00
of additional Indebtedness (other than Permitted Indebtedness) pursuant to
Section 4.4;

     

    (iii) immediately
before and immediately after giving effect to such transaction on a pro forma basis and the
assumption contemplated by clause (a)(i)(y) above (including, without
limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred
or anticipated to be incurred or repaid and any Lien granted or to be released
in connection with or in respect of the transaction), no Default or Event of
Default shall have occurred or be continuing; and

     

    (iv) the
Company or the Surviving Entity, as the case may be, 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 comply with the applicable
provisions of this Indenture and that all conditions precedent in this Indenture
relating to such transaction have been satisfied.

     

    Notwithstanding
the foregoing, (i) the merger of the Company with an Affiliate incorporated
solely for the purpose of reincorporating the Company in another jurisdiction
shall be permitted and (ii) the merger of any Restricted Subsidiary of the
Company into the Company or the transfer, lease, conveyance or other disposition
of all or substantially all of the assets of a Restricted Subsidiary of the
Company to the Company shall be permitted so long as the Company delivers to the
Trustee an Officers’ Certificate stating that the purpose of such merger,
transfer, lease, conveyance or other disposition is not to consummate a
transaction that would otherwise be prohibited by clause (iii) of this Section
5.1(a).

     

    (b) For
purposes of the foregoing paragraph (a), the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

     

    (c) Each
Guarantor (other than any Guarantor whose Guarantee is to be released in
accordance with the terms of such Guarantee and this Indenture in connection
with any transaction complying with the provisions of Section 4.18) shall not,
and the Company shall not cause or permit any Guarantor to, consolidate with or
merge with or into any Person other than the Company or any other Guarantor
unless:

     

    (i) the
Person formed by or surviving any such consolidation or merger (if other than
the Guarantor) or to which such sale, lease, conveyance or other disposition
shall have been made is a corporation, partnership or limited liability company
organized and validly existing under the laws of the United States, any State
thereof, the District of Columbia thereof or the jurisdiction in which such
Guarantor is organized;

     

     

    
      
        
        

      

      
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    (ii) such
Person expressly assumes by supplemental indenture all of the obligations of the
Guarantor on its Guarantee;

     

    (iii) immediately
after giving effect to such transaction on a pro forma basis, no Default
or Event of Default shall have occurred and be continuing; and

     

    (iv) immediately
after giving effect to such transaction and the use of any net proceeds
therefrom on a pro
forma basis, the Company could satisfy the provisions of clause (ii) of
Section 5.1(a).

     

    Any
merger or consolidation of a Guarantor with and into the Company (with the
Company being the surviving entity) or another Guarantor that is a Wholly Owned
Restricted Subsidiary of the Company need only comply with clause (iv) of
Section 5.1(a).

     

    5.2. Successor Corporation
Substituted.  Upon
any consolidation, combination or merger or any transfer of all or substantially
all of the assets of the Company in accordance with Section 5.1 in which the
Company or any Guarantor, as applicable, is not the continuing corporation, the
successor Person formed by such consolidation or into which the Company or such
Guarantor is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor under this Indenture and the Securities or any
Guarantee, as applicable, with the same effect as if such Surviving Entity had
been named as such.

     

    ARTICLE
VI

     

    DEFAULT
AND REMEDIES

     

    6.1. Events of
Default.  Each
of the following shall be an “Event of
Default”:

     

    (i) the
failure to pay interest on any Securities when the same becomes due and payable
and the default continues for a period of 30 days;

     

    (ii) the
failure to pay the principal of any Securities, when such principal becomes due
and payable, at maturity, upon redemption or otherwise (including the failure to
make a payment to purchase Securities tendered pursuant to a Change of Control
Offer or a Net Proceeds Offer);

     

    (iii) a default
by the Company or any Restricted Subsidiary of the Company in the observance or
performance of any other covenant or agreement contained in this Indenture,
which default continues for a period of 30 days after the Company receives
written notice specifying the default (and demanding that such default be
remedied) from the Trustee or from the Holders of at least 25% of the
outstanding principal amount of the Securities;

     

    (iv) the
failure to pay at final stated maturity (giving effect to any applicable grace
periods and any extensions thereof) the principal amount of any Indebtedness of
the Company or the Indebtedness of any Significant Subsidiaries of the Company,
or the acceleration of the final stated maturity of any such Indebtedness by the
holders thereof if the aggregate principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness in default for failure
to pay principal at final stated maturity or which has been accelerated, exceeds
$10.0 million or more at any time;

     

     

    
      
        
        

      

      
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    (v) one or
more judgments in an aggregate amount in excess of $10.0 million (exclusive of
amounts covered by insurance other than self-insurance) shall have been rendered
against the Company or any of its Significant Subsidiaries and such judgments
remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable;

     

    (vi) the
Company or any of its Significant Subsidiaries (i) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself, (ii) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (iii) consents to the appointment
of a custodian of it or for substantially all of its property, (iv) consents to
or acquiesces in the institution of a bankruptcy or an insolvency proceeding
against it, (v) makes a general assignment for the benefit of its creditors or
(vi) takes any corporate action to authorize or effect any of the
foregoing;

     

    (vii) a court
of competent jurisdiction enters a judgment, decree or order for relief in
respect of the Company or any of its Significant Subsidiaries in an involuntary
case or proceeding under any Bankruptcy Law, which shall (i) approve as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
in respect of the Company or any of its Significant Subsidiaries, (ii) appoint a
Custodian of the Company or any of its Significant Subsidiaries or for
substantially all of any of its property or (iii) order the winding-up or
liquidation of its affairs; and such judgment, decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or

     

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

     

    If,
pursuant to clause (iii) above, the Holders of at least 25% of the then
outstanding principal amount of Securities notify the Company as specified in
such clause, such Holders shall similarly notify the Trustee.  Any
notice given pursuant to clause (iii) above or the immediately preceding
sentence shall be given by registered or certified mail, return receipt
requested.

     

    6.2. Acceleration.  If
an Event of Default (other than an Event of Default specified in clause (vi) or
(vii) of Section 6.1 above with respect to the Company) shall occur and be
continuing, the Trustee or the Holders of at least 25% in principal amount of
outstanding Securities may declare the principal of, premium, if any, and
accrued interest on all the Securities to be due and payable by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that it is a “notice of acceleration” (the “Acceleration
Notice”), and the same shall become immediately due
and payable.  If an Event of Default specified in clause (vi)
or (vii) of Section 6.1 above with respect to the Company occurs and is
continuing, then all unpaid principal of, and premium, if any, and accrued and
unpaid interest on all of the outstanding Securities shall automatically become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

     

    At any
time after a declaration of acceleration with respect to the Securities as
described in the preceding paragraph, the Holders of a majority in principal
amount of the Securities may rescind and cancel such declaration and its
consequences (i) if the rescission would not conflict with any judgment or
decree; (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal, premium, if any, or interest that has become due solely
because of the acceleration; (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue


     

     

    
      
        
        

      

      
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    principal and
premium if any, which has become due otherwise than by such declaration of
acceleration, has been paid, (iv) if the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances, and any other amounts due to the Trustee under
Section 7.7 and (v) in the event of the cure or waiver of an Event of Default of
the type described in clause (vi) or (vii) of Section 6.1, the Trustee shall
have received an Officers’ Certificate and an Opinion of Counsel that such Event
of Default has been cured or waived.  No such rescission shall affect
any subsequent Default or Event of Default or impair any right consequent
thereto.

     

    6.3. Other
Remedies.  If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

     

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

     

    6.4. Waiver of Past
Defaults.  Subject
to Sections 2.9, 6.2, 6.7 and 9.2, the Holders of not less than a majority in
principal amount of the outstanding Securities by notice to the Trustee may
waive any existing Default or Event of Default and its consequences, except a
Default or Event of Default in the payment of principal of, premium, if any, or
interest on any Security as specified in clauses (i) and (ii) of Section
6.1.  The Company shall deliver to the Trustee an Officers’
Certificate stating that the requisite percentage of Holders have consented to
such waiver and attaching copies of such consents.  When a Default or
Event of Default is waived, it is cured and ceases.

     

    6.5. Control By
Majority.  The
Holders of not less than a majority in the aggregate principal amount of the
then outstanding Securities may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee.  Subject to Section 7.1, however,
the Trustee may refuse to follow any direction that conflicts with any law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of another Securityholder, or that may involve the Trustee in personal
liability.

     

    6.6. Limitation on
Suits.  A
Securityholder may not pursue any remedy with respect to this Indenture or the
Securities unless:

     

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

     

    (ii) the
Holder or Holders of at least 25% in principal amount of the outstanding
Securities make a written request to the Trustee to pursue the
remedy;

     

    (iii) such
Holder or Holders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

     

    (iv) the
Trustee does not comply with the request within 45 days after receipt of the
request and the offer and, if requested, the provision of indemnity;
and

     

    (v) during
such 45-day period the Holder or Holders of a majority in principal amount of
the outstanding Securities do not give the Trustee a direction which, in the
opinion of the Trustee, is inconsistent with the request.

     

     

     

    
      
        
        

      

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

     

    6.7. Rights of Holders To Receive
Payment.  Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium, if any, and interest on a Security, on or
after the respective due dates expressed in such Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

     

    6.8. Collection Suit By
Trustee.  If
an Event of Default in payment of principal, premium, if any, or interest
specified in clause (i) or (ii) of Section 6.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any other obligor on the Securities for the whole amount
of principal, premium, if any, and accrued interest and fees remaining unpaid,
together with interest on overdue principal and premium, if any, and, to the
extent that payment of such interest is lawful, interest on overdue installments
of interest, in each case at the rate per annum borne by the Securities and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due to
the Trustee under Section 7.7.

     

    6.9. Trustee May File Proofs of
Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due to the Trustee
under Section 7.7) and the Securityholders allowed in any judicial proceedings
relating to the Company, their creditors or their property and shall be entitled
and empowered to participate as a member, voting or otherwise, of any official
committee appointed for such matter, to collect and receive any monies or other
securities or property payable or deliverable upon the conversion or exchange of
the Securities or upon any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized by each
Securityholder 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
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section
7.7.  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

     

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

     

    First:  to
the Trustee for amounts due under Section 7.7;

     

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

     

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

     

    Fourth:  to
the Company or, to the Guarantors as their respective interests may
appear.

     

     

    
      
        
        

      

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

     

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

     

    6.12. Restoration of Rights and
Remedies.  If
the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then, and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.

     

    6.13. Rights and Remedies
Cumulative.  Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities in Section 2.7, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    ARTICLE
VII

     

    TRUSTEE

     

    7.1. Duties of
Trustee.

     

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

     

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

     

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

     

    (ii) In the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates (including Officers’ Certificates) or opinions (including any
Opinion of Counsel) furnished to the Trustee and conforming to the requirements
of this Indenture.  However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture, but need not verify the contents
thereof.

     

     

    
      
        
        

      

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

     

    (i) This
paragraph does not limit the effect of paragraph (b) of this Section
7.1.

     

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

     

    (iii) The
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.5.

     

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

     

    (e) Every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

     

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

     

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

     

    7.2. Rights of
Trustee.  Subject
to Section 7.1:

     

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

     

    (b) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate and an Opinion of Counsel, which shall conform to the provisions of
Section 11.5.  The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such certificate or
opinion.

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (j) Except
with respect to Section 4.1, the Trustee shall have no duty to inquire as to the
performance of the Company with respect to the covenants contained in Article 4.
 In addition, the Trustee shall not be deemed to have knowledge of an Event
of Default except (i) any Default or Event of Default occurring pursuant to
Sections 4.1, 6.1(i) or 6.1(ii) or (ii) any Default or Event of Default of which
the Trustee shall have received written notification or obtained actual
knowledge.

     

    (k) Delivery
of reports, information and documents to the Trustee under Section 4.10 is for
informational purposes only and the Trustee’s receipt of the foregoing shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of the covenants hereunder.

     

    7.3. Individual Rights of
Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company, its Subsidiaries
(including any Guarantors) or their respective Affiliates with the same rights
it would have if it were not Trustee.  Any Agent may do the same with
like rights.  However, the Trustee must comply with Sections 7.10 and
7.11.

     

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

     

    7.5. Notice of
Default.  If
a Default or an Event of Default occurs and is continuing and the Trustee
receives actual notice of such Default or Event of Default, the Trustee shall
mail to each Securityholder notice of the uncured Default or Event of Default
within 60 days after such Default or Event of Default occurs.  Except
in the case of a Default or an Event of Default in payment of principal of,
premium, if any, or interest on, any Security, including an accelerated payment
and the failure to make 

     

     

    
      
        
        

      

      
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    payment
on the Change of Control Payment Date pursuant to a Change of Control Offer or
the Net Proceeds Offer Payment Date pursuant to a Net Proceeds Offer, the
Trustee may withhold the notice if and so long as the Board of Directors, the
executive committee, or a trust committee of directors and/or Responsible
Officers, of the Trustee in good faith determines that withholding the notice is
in the interest of the Securityholders.

     

    7.6. Reports By Trustee To
Holders.  Within
60 days after each May 15, beginning with the first May 15 following the date of
this Indenture, the Trustee shall, to the extent that any of the events
described in TIA § 313(a) occurred within the previous twelve months, but
not otherwise, mail to each Securityholder a brief report dated as of such date
that complies with TIA § 313(a).  The Trustee also shall comply
with TIA §§ 313(b), 313(c) and 313(d).

     

    A copy of
each report at the time of its mailing to Securityholders shall be mailed to the
Company and filed with the Commission and each securities exchange, if any, on
which the Securities are listed.

     

    The
Company shall notify the Trustee if the Securities become listed on any
securities exchange or of any delisting thereof and the Trustee shall comply
with TIA § 313(d).

     

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

     

    The
Company and the Guarantors shall indemnify the Trustee and its agents,
employees, officers, stockholders and directors for, and hold them harmless
against, any loss, liability or expense (including reasonable attorneys’ fees
and expenses) incurred by them except for such actions to the extent caused by
any negligence, bad faith or willful misconduct on their part, arising out of or
in connection with the acceptance or administration of this trust including the
cost and expense of enforcing this Indenture and the Securities against the
Company and the Guarantors (including this Section 7.7) including the reasonable
costs and expenses of defending themselves against or investigating 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
the Trustee’s rights, powers or duties hereunder.  The Trustee shall
notify the Company and the Guarantors promptly of any claim asserted against the
Trustee or any of its agents, employees, officers, stockholders and directors
for which it may seek indemnity, provided that any failure to
so notify the Company and the Guarantors shall not relieve the Company and the
Guarantors of their indemnity obligations hereunder.  The Company and
the Guarantors may, subject to the approval of the Trustee, defend the claim and
the Trustee shall cooperate in the defense.  The Trustee and its
agents, employees, officers, stockholders and directors subject to the claim may
have separate counsel and the Company and the Guarantors shall pay the
reasonable fees and expenses of such counsel; provided, however, that the Company and
the Guarantors will not be required to pay such fees and expenses if, subject to
the approval of the Trustee, it assumes the Trustee’s defense and there is no
conflict of interest between the Company and the Guarantors and the Trustee and
its agents, employees, officers, stockholders and directors subject to the claim
in connection with such defense as reasonably determined by the
Trustee.  The Company and the Guarantors need not pay for any
settlement made without their written consent, which consent will not be
unreasonably withheld, delayed or conditioned.  The Company and the


     

     

    
      
        
        

      

      
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    Guarantors
need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

     

    To secure
the Company’s and the Guarantors’ payment obligations in this Section 7.7, the
Trustee shall have a Lien prior to the Securities against all money or property
held or collected by the Trustee, in its capacity as Trustee.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in clause (vi) or (vii) of Section 6.1 occurs, such expenses and the
compensation for such services shall be paid to the extent allowed under any
Bankruptcy Law.

     

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

     

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

     

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

     

    (ii) the
Trustee is adjudged bankrupt or insolvent;

     

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

     

    (iv) the
Trustee becomes incapable of acting.

     

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

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Immediately after that, the
retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.7, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  A successor Trustee shall mail notice of its succession to
each Securityholder.

     

    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 outstanding Securities may petition any
court of competent jurisdiction for the appointment of a successor
Trustee.

     

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

     

    Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Company’s and the
Guarantors’ obligations under Section 7.7 shall continue for the benefit of the
retiring Trustee.

     

     

    
      
        
        

      

      
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    7.9. Successor Trustee By Merger,
Etc.  If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall, if
such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee; provided that such
corporation shall be otherwise qualified and eligible under this Article
Seven.

     

    7.10. Eligibility;
Disqualification.  This
Indenture shall always have a Trustee who satisfies the requirement of TIA
§§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.  In addition, if the
Trustee is a corporation included in a bank holding company system, the Trustee,
independently of the bank holding company, shall meet the capital requirements
of TIA § 310(a)(2).  The Trustee shall comply with TIA
§ 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities, or certificates of interest or participation in
other securities, of the Company are outstanding, if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.  The provisions
of TIA § 310 shall apply to the Company and any other obligor of the
Securities.

     

    7.11. Preferential Collection of
Claims Against the Company.  The
Trustee, in its capacity as Trustee hereunder, shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated.

     

    ARTICLE
VIII


     

    DISCHARGE
OF INDENTURE; DEFEASANCE

     

    8.1. Termination of the Company’s
Obligations.  The
Company may terminate its obligations under the Securities and this Indenture,
except those obligations referred to in the penultimate paragraph of this
Section 8.1, if all Securities previously authenticated and delivered (other
than destroyed, lost or stolen Securities which have been replaced or paid or
Securities for whose payment U.S. Legal Tender has theretofore been deposited
with the Trustee or the Paying Agent in trust or segregated and held in trust by
the Company and thereafter repaid to the Company, as provided in Section 8.5)
have been delivered to the Trustee for cancellation and the Company has paid all
sums payable by them hereunder, or if:

     

    (i) either
(i) pursuant to Article Three, the Company shall have given notice to the
Trustee and mailed a notice of redemption to each Holder of the redemption of
all of the Securities in accordance with the provisions hereof or (ii) all
Securities have otherwise become due and payable hereunder;

     

    (ii) the
Company shall have irrevocably deposited or caused to be deposited with the
Trustee or a trustee satisfactory to the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
as trust funds in trust solely for the benefit of the Holders of that purpose,
U.S. Legal Tender in such amount as is sufficient without consideration of
reinvestment of such interest, to pay principal of, premium, if any, and
interest on the outstanding Securities to maturity or redemption; provided that the Trustee
shall have been irrevocably instructed to apply such U.S. Legal Tender to the
payment of said principal, premium, if any, and interest with respect to the
Securities;

     

    (iii) no
Default or Event of Default with respect to this Indenture or the Securities
shall have occurred and be continuing on the date of such deposit or shall occur
as a result of such 

     

     

    
      
        
        

      

      
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    deposit
(other than a Default or Event of Default resulting from the incurrence of
Indebtedness all or a portion of the proceeds of which will be used to defease
the Securities pursuant to this Article Eight concurrently with such incurrence)
and such deposit will not result in a breach or violation of, or constitute a
default under, any other instrument or agreement (including, without limitation,
the Credit Agreement) to which either of the Company is a party or by which
either is bound;

     

    (iv) the
Company shall have paid all other sums payable by it hereunder; and

     

    (v) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent providing for or
relating to the termination of the Company’s obligations under the Securities
and this Indenture have been complied with.  Such Opinion of Counsel
shall also state that such satisfaction and discharge of this Indenture does not
result in a default under the Credit Agreement or any other material agreement
or instrument then known to such counsel that binds or affects the
Company.

     

    Subject
to the next sentence and notwithstanding the foregoing paragraph, the Company’s
obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 7.7, 8.5 and 8.6 shall
survive until the Securities are no longer outstanding pursuant to the last
paragraph of Section 2.8.  After the Securities are no longer
outstanding, the Company’s obligations in Sections 7.7, 8.5 and 8.6 shall
survive.

     

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

     

    8.2. Legal Defeasance and
Covenant Defeasance.

     

    (a) The
Company may, at its option by Board Resolutions of the Boards of Directors of
the Company, at any time, elect to have either paragraph (b) or (c) below
applied to all outstanding Securities upon compliance with the conditions set
forth in Section 8.3.

     

    (b) Upon the
Company’s exercise under paragraph (a) hereof of the option applicable to this
paragraph (b), the Company and any Guarantor shall, subject to the satisfaction
of the conditions set forth in Section 8.3, be deemed to have been discharged
from their respective obligations with respect to the outstanding Securities and
the corresponding Guarantees on the date the conditions set forth below are
satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Securities, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.4 and the other Sections of
this Indenture referred to in (i) and (ii) below, and to have satisfied all its
other obligations under such Securities and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions, which shall
survive until otherwise terminated or discharged hereunder:  (i) the
rights of Holders of outstanding Securities to receive solely from the trust
fund described in Section 8.4, and as more fully set forth in such Section,
payments in respect of the principal of, premium, if any, and interest on such
Securities when such payments are due, (ii) the Company’s obligations with
respect to such Securities under Article Two and Section 4.2, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith and (iv) this Article
Eight.  Subject to compliance with this Article Eight, the Company may
exercise its option under this paragraph (b) notwithstanding the prior exercise
of its option under paragraph (c) hereof.

     

    (c) Upon the
Company’s exercise under paragraph (a) hereof of the option applicable to this
paragraph (c), the Company and each Guarantor shall, subject to the satisfaction
of the conditions 

     

     

    
      
        
        

      

      
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    set forth
in Section 8.3, be released from their obligations, if any, under the covenants
contained in Sections 4.3 and 4.4 and Sections 4.12 through 4.19 and Article
Five with respect to the outstanding Securities and the corresponding Guarantees
on and after the date the conditions set forth below are satisfied (hereinafter,
“Covenant
Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Securities shall not be
deemed outstanding for accounting purposes).  For this purpose, such
Covenant Defeasance means that, with respect to the outstanding Securities, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1(iii), but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.  In addition, upon the Company’s exercise under paragraph (a)
hereof of the option applicable to this paragraph (c), subject to the
satisfaction of the conditions set forth in Section 8.3 hereof, Sections
6.1(iii), 6.1(iv) and 6.1(v) shall not constitute Events of
Default.

     

    8.3. Conditions To Legal
Defeasance or Covenant Defeasance.  The
following shall be the conditions to the application of either Section 8.2(b) or
8.2(c) to the outstanding Securities:

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

    (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, U.S. Legal Tender or non-callable U.S. Government Obligations which
through the scheduled payment of principal, premium, if any, and interest in
respect thereof in accordance with their terms, will provide, not later than one
day before the due date of any payment on the Securities, U.S. Legal Tender, or
a combination thereof, in such amounts as will be sufficient, in the opinion of
an independent registered public accounting firm, to pay the principal of,
premium, if any, and interest on the Securities on the stated date for payment
thereof or on the applicable redemption date, as the case may be;

     

    (ii) in the
case of an election under Section 8.2(b), the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that (a) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (b) since the date of the
execution of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

     

    (iii) in the
case of an election under Section 8.2(c), the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming that the Holders of the Securities 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;

     

    (iv) 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
incurrence of Indebtedness 

     

     

    
      
        
        

      

      
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    all or a
portion of the proceeds of which will be used to defease the Securities pursuant
to this Article Eight concurrently with such incurrence) or insofar as Sections
6.1(vi) and 6.1(vii) hereof are concerned, at any time in the period ending on
the 91st day after the date of such deposit;

     

    (v) such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under this Indenture (other than a Default
or Event of Default resulting from the incurrence of Indebtedness all or a
portion of the proceeds of which will be used to defease the Securities pursuant
to this Article Eight concurrently with such incurrence), the Credit Agreement
or any other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     

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

     

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

     

    (viii) the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the trust funds are not subject to any rights of holders of any other
Indebtedness, including without limitation, those arising under this Indenture,
and assuming no intervening bankruptcy or insolvency of the Company occurs
between the date of deposit and the 91st day following the date of the deposit
and that no Holder is an insider of the Company, after the 91st day following
the date of the deposit, the trust funds will not be subject to the effect of
Section 547 of the United States Bankruptcy Code or Section 15 of the New York
Debtor and Creditor Law.

     

    Notwithstanding
the foregoing, the Opinion of Counsel required by clause (ii) above of this
Section 8.3 need not be delivered if all Securities not theretofore delivered to
the Trustee for cancellation (i) have become due and payable, (ii) will become
due and payable on the Maturity Date 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 by the Trustee in the name, and at the
expense, of the Company.

     

    8.4. Application of Trust
Money.  The
Trustee or Paying Agent shall hold in trust U.S. Legal Tender or U.S. Government
Obligations deposited with it pursuant to this Article Eight, and shall apply
the deposited U.S. Legal Tender and the money from U.S. Government Obligations
in accordance with this Indenture to the payment of principal of, premium, if
any, and interest on the Securities.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Legal Tender or U.S. Government
Obligations deposited pursuant to Section 8.3 hereof or the principal, premium,
if any, and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of the outstanding
Securities.

     

    Anything
in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the Company’s request any U.S.
Legal Tender or U.S. Government Obligations held by it as provided in Section
8.3 which, in the opinion of an independent registered public accounting firm
expressed in a written certification thereof delivered to the Trustee, are in


     

     

    
      
        
        

      

      
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    excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

     

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

     

    8.6. Reinstatement.  If
the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
Government Obligations in accordance with this Article Eight by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Eight until such time as the Trustee or Paying Agent is permitted
to apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with this Article Eight; provided that if the Company
has made any payment of interest on, premium, if any, or principal of any
Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the U.S. Legal Tender or U.S. Government Obligations held by the
Trustee or Paying Agent.

     

    ARTICLE
IX


     

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

     

    9.1. Without Consent of
Holders.  Subject
to Section 9.3, the Company, any Guarantors and the Trustee, together, may amend
or supplement this Indenture, the Securities or any Guarantee without notice to
or consent of any Securityholder:

     

    (i) to cure
any ambiguity, defect or inconsistency or to cause the Securities to be freely
tradable, so long as such change does not, in the good faith determination of
the Board of Directors of the Company, adversely affect the rights of any of the
Holders in any material respect.  In formulating its determination on
such matters, the Board of Directors of the Company will be entitled to rely on
such evidence as it deems appropriate;

     

    (ii) to
evidence the succession in accordance with Article Five of another Person to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities;

     

    (iii) to
provide for uncertificated Securities in addition to or in place of certificated
Securities;

     

    (iv) to make
any other change that does not adversely affect the rights of any
Securityholders hereunder in any material respect;

     

    (v) to comply
with any requirements of the Commission in connection with the qualification of
this Indenture under the TIA;

     

     

    
      
        
        

      

      
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    (vi) to add or
release any Guarantor pursuant to the terms of this Indenture; or

     

    (vii) to
provide for issuance of the Exchange Notes, which will have terms substantially
identical in all material respects to the Initial Notes (except that the
transfer restrictions contained in the Initial Notes will be modified or
eliminated, as appropriate), and which will be treated together with any
outstanding Initial Notes, as a single issue of securities, provided that for purposes of
this clause (vii), the terms Initial Notes and Exchange Notes, shall include any
other Securities issued in accordance with clause (iv) of the fourth paragraph
of Section 2.2 or Securities issued in exchange therefor which are identical in
all material respects to such Securities (except that the transfer restrictions
on the Securities issued in exchange for Securities issued in accordance with
clause (iv) of the fourth paragraph of Section 2.2 shall be modified or
eliminated, as appropriate);

     

    provided that the Company has
delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate,
each stating that such amendment or supplement complies with the provisions of
this Section 9.1.

     

    9.2. With Consent of
Holders.  Subject
to Sections 6.7 and 9.3, the Company, the Guarantors, and the Trustee, together,
with the written consent of the Holder or Holders of at least a majority in
aggregate principal amount of the outstanding Securities or any Guarantee, may
amend or supplement this Indenture, the Securities or the Guarantees without
notice to any other Securityholders.  Subject to Sections 6.7 and 9.3,
the Holder or Holders of a majority in aggregate principal amount of the
outstanding Securities may waive compliance by the Company with any provision of
this Indenture, the Securities or any Guarantee without notice to any other
Securityholder.  Without the consent of each Securityholder affected,
however, no amendment, supplement or waiver, including a waiver pursuant to (and
to the extent provided in) Section 6.4, may:

     

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

     

    (ii) reduce
the rate of or change or have the effect of changing the time for payment of
interest, including default interest, on any Security;

     

    (iii) reduce
the principal of or change or have the effect of changing the fixed maturity of
any Security, or change the date on which any Securities may be subject to
redemption or reduce the redemption price therefor;

     

    (iv) make any
Securities payable in money other than that stated in the
Securities;

     

    (v) make any
changes in provisions of this Indenture protecting the right of each Holder to
receive payment of principal of, premium, if any, and interest on such Security
on or after the due date thereof or to bring suit to enforce such payment, or
permitting Holders of a majority in principal amount of the Securities to waive
Defaults or Events of Default;

     

    (vi) modify or
change any provision of this Indenture or the related definitions affecting the
ranking of the Securities or any Guarantee, in a manner which adversely affects
the Holders;

     

    (vii) amend,
change or modify in any material respect the obligation of the Company to make
and consummate a Change of Control Offer in the event of a Change of Control
which has occurred or modify any of the provisions or definitions with respect
thereto after a Change of Control has occurred;

     

     

    
      
        
        

      

      
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    (viii) make any
changes in Section 6.4, 6.7 or this Section 9.2; or

     

    (ix) release
any Guarantor that is a Significant Subsidiary from any of its obligations under
its Guarantee or this Indenture other than in accordance with the terms of this
Indenture.

     

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

     

    After an
amendment, supplement or waiver under this Section 9.2 becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

     

    9.3. [Reserved].

     

    9.4. Compliance With
TIA.  From
the date on which this Indenture is qualified under the TIA, every amendment,
waiver or supplement of this Indenture or the Securities or any Guarantee shall
comply with the TIA as then in effect.

     

    9.5. Revocation and Effect of
Consents.  Until
an amendment, waiver or supplement becomes effective, a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any
Security.  However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of his Security by notice to the
Trustee or the Company received before the date on which the Trustee receives an
Officers’ Certificate certifying that the Holders of the requisite principal
amount of Securities have consented (and not theretofore revoked such consent)
to the amendment, supplement or waiver.

     

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

     

    After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder, unless it makes a change described in any of clauses (i) through
(vii) of Section 9.2, in which case, the amendment, supplement or waiver shall
bind only each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of, premium, if any, and interest on a Security, on or after the
respective due dates expressed in such Security, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.

     

    9.6. Notation on or Exchange of
Securities.  If
an amendment, supplement or waiver changes the terms of a Security, the Company
may require the Holder of the Security to deliver it to the
Trustee.  The Company shall provide the Trustee with an appropriate
notation on the Security about the changed terms and cause the Trustee to return
it to the Holder at the Company’s expense.  Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Security
shall issue and the Trustee shall authenticate a new Security that reflects the
changed terms.  Failure to make the appropriate 

     

     

    
      
        
        

      

      
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    notation
or issue a new Security shall not affect the validity and effect of such
amendment, supplement or waiver.

     

    9.7. Trustee To Sign Amendments,
Etc.  The
Trustee shall execute any amendment, supplement or waiver authorized pursuant to
this Article Nine; provided that the Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee’s own rights, duties or immunities under this
Indenture.  The Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel and an Officers’
Certificate each complying with Sections 11.4 and 11.5 and stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article Nine is authorized or permitted by this Indenture and constitutes the
legal, valid and binding obligations of the Company enforceable in accordance
with its terms.  Such Opinion of Counsel shall be at the expense of
the Company.

     

    ARTICLE
X


     

    GUARANTEE
OF SECURITIES

     

    10.1. Unconditional
Guarantee.  Subject
to the provisions of this Article Ten, each of the Guarantors, upon the
execution and delivery of a Guarantee pursuant to Section 4.15, shall hereby,
jointly and severally, unconditionally and irrevocably guarantee, on an
unsecured, senior basis (such guarantees to be referred to herein as the “Guarantees”), to each
Holder of a Security 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 Securities or the obligations of the
Company or any other Guarantors to the Holders or the Trustee hereunder or
thereunder, that:  (a) the principal of, premium, if any, and interest
on the Securities shall be duly and punctually paid in full when due, whether at
maturity, upon redemption at the option of Holders pursuant to the provisions of
the Securities relating thereto, by acceleration or otherwise, and interest on
the overdue principal and (to the extent permitted by law) interest, if any, on
the Securities and all other obligations of the Company or the Guarantors to the
Holders or the Trustee hereunder or thereunder (including amounts due the
Trustee under Section 7.7 hereof) and all other obligations shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, the same shall be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration or otherwise.  Failing payment
when due of any amount so guaranteed, or failing performance of any other
obligation of the Company to the Holders under this Indenture or under the
Securities, for whatever reason, each Guarantor shall be obligated to pay, or to
perform or cause the performance of, the same immediately.  An Event
of Default under this Indenture or the Securities shall constitute an event of
default under the Guarantees, and shall entitle the Holders of Securities to
accelerate the obligations of the Guarantors hereunder in the same manner and to
the same extent as the obligations of the Company.

     

    Each of
the Guarantors, upon the execution and delivery of a Guarantee pursuant to
Section 4.15, shall hereby agree that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, any release of any other Guarantor, the recovery of any
judgment against the Company, any action to enforce the same, whether or not a
Guarantee is affixed to any particular Security, or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.  Each of the Guarantors, upon the execution and delivery of
a Guarantee pursuant to Section 4.15, shall hereby waive the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of Company, any right to require a proceeding
first against the 

     

     

    
      
        
        

      

      
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    Company,
protest, notice and all demands whatsoever and covenants that its Guarantee
shall not be discharged except by complete performance of the obligations
contained in the Securities, this Indenture and the Guarantees.  Each
Guarantee is a guarantee of payment and not of collection.  If any
Holder or the Trustee is required by any court or otherwise to return to the
Company or to any Guarantor, or any custodian, trustee, liquidator or other
similar official acting in relation to such Company or such Guarantor, any
amount paid by such Company or such Guarantor to the Trustee or such Holder,
each Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.  Each Guarantor, upon the execution and
delivery of a Guarantee pursuant to Section 4.15, shall hereby further agree
that, as between it, on the one hand, and the Holders of Securities and the
Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of the Guarantees, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article Six hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of the Guarantees.

     

    No
Affiliate, stockholder, officer, director, limited liability company member or
employee, past, present or future, of any Guarantor, as such, shall have any
personal liability under such Guarantor’s Guarantee by reason of his, her or its
status as such Affiliate, stockholder, officer, director, limited liability
company member or employee.

     

    10.2. Limitations on
Guarantees.  The
obligations of each Guarantor under its Guarantee shall be limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, will result in the obligations of
such Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.  Each Guarantor that
makes a payment or distribution under a Guarantee shall be entitled to a
contribution from each other Guarantor in an amount pro rata, based on the net
assets of each Guarantor, determined in accordance with GAAP.

     

    10.3. Execution and Delivery of
Guarantee.  To
further evidence the Guarantees set forth in Section 10.1, each Guarantor, upon
the execution and delivery of a Guarantee pursuant to Section 4.15, hereby
agrees that a notation of its Guarantee, substantially in the form of Exhibit E
hereto, shall be endorsed on each Security authenticated and delivered by the
Trustee.  The Guarantee of any Guarantor shall be executed on behalf
of such Guarantor by either manual or facsimile signature of two Officers of
such Guarantor, each of whom, in each case, shall have been duly authorized to
so execute by all requisite corporate action.  The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.

     

    Each of
the Guarantors, upon the execution and delivery of a Guarantee pursuant to
Section 4.15, hereby agrees that its Guarantee set forth in Section 10.1 shall
remain in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Guarantee.

     

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

     

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

     

     

    
      
        
        

      

      
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    10.4. Release of a
Guarantor.

     

    (a) If no
Default or Event of Default exists or would exist under this Indenture, upon the
sale or disposition of all of the Capital Stock of a Guarantor by the Company or
any Restricted Subsidiary of the Company, in a transaction or series of related
transactions that either (i) does not constitute an Asset Sale or (ii)
constitutes an Asset Sale and such Asset Sale is not in violation of Section
4.18, or upon the consolidation or merger of a Guarantor with or into any Person
in compliance with Article Five (in each case, other than to the Company or an
Affiliate of the Company), or if any Guarantor is dissolved or liquidated in
accordance with this Indenture, such Guarantor’s Guarantee will be automatically
discharged and such Guarantor shall be released from all obligations under this
Article Ten without any further action required on the part of the Trustee or
any Holder.  Any Guarantor not so released or the entity surviving
such Guarantor, as applicable, shall remain or be liable under its Guarantee as
provided in this Article Ten.

     

    (b) In
addition, each such Guarantee will be automatically discharged and the Guarantor
party thereto shall be released from all obligations under this Article Ten
without any further action on the part of the Trustee or any Holder upon (i) the
release or discharge of the guarantee by such Guarantor of Indebtedness under
the Credit Agreement or such other guarantee that resulted in the creation of
such Guarantee under Section 4.15, except a discharge or release by or as a
result of payment under such Guarantee, (ii) the exercise by the Company of its
legal defeasance option or covenant defeasance option under Section 8.2
or  (iii) the designation of such Guarantor as an Unrestricted
Subsidiary in accordance with the provisions of this Indenture.  Any
Guarantor not so released or the entity surviving such Guarantor, as applicable,
shall remain or be liable under its Guarantee as provided in this Article
Ten.

     

    (c) The
obligations of each Guarantor will be automatically released upon such Guarantor
ceasing to be a subsidiary of the Company as a result of any foreclosure on any
pledge or security interest securing Obligations with respect to the Credit
Agreement or other exercise of remedies in respect thereof if such Guarantor is
released from its guarantee of Obligations with respect to the Credit
Agreement.

     

    (d) The
Trustee shall deliver an appropriate instrument evidencing the release of a
Guarantor upon receipt of a request by the Company or such Guarantor accompanied
by an Officers’ Certificate and an Opinion of Counsel certifying as to the
compliance with this Section 10.4; provided, however, that the legal
counsel delivering such Opinion of Counsel may rely as to matters of fact on one
or more Officers’ Certificates of the Company.

     

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

     

    Except as
set forth in Articles Four and Five and this Section 10.4, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation or
merger of a Guarantor with or into the Company or another Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

     

    10.5. Waiver of
Subrogation.  Until
this Indenture is discharged and all of the Securities are discharged and paid
in full, each Guarantor, upon the execution and delivery of a Guarantee pursuant
to Section 4.15, shall hereby irrevocably waive and agrees not to exercise any
claim or other rights which it may now or hereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of the
Company’s obligations under the Securities or this Indenture and such
Guarantor’s obligations under its Guarantee and this Indenture, in any such
instance, including, without 

     

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

     

    limitation,
any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Holders against the Company, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by setoff or in any other manner,
payment or security on account of such claim or other rights.  If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
any amounts owing to the Trustee or the Holders of Securities under the
Securities, this Indenture, or any other document or instrument delivered under
or in connection with such agreements or instruments, shall not have been paid
in full, such amount shall have been deemed to have been paid to such Guarantor
for the benefit of, and held in trust for the benefit of, the Trustee or the
Holders and shall forthwith be paid to the Trustee for the benefit of itself or
such Holders to be credited and applied to the obligations in favor of the
Trustee or the Holders, as the case may be, whether matured or unmatured, in
accordance with the terms of this Indenture.  Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.5 is knowingly made in contemplation of such
benefits.

     

    10.6. Immediate
Payment.  Each
Guarantor, upon the execution and delivery of a Guarantee pursuant to Section
4.15, shall hereby agree to make immediate payment to the Trustee, on behalf of
the Holders or itself, of all Obligations due and owing or payable to the
respective Holders or the Trustee upon receipt of a demand for payment therefor
by the Trustee to such Guarantor in writing.

     

    10.7. No Setoff.  Each
payment to be made by a Guarantor hereunder in respect of the Obligations shall
be payable in the currency or currencies in which such Obligations are
denominated, and shall be made without setoff, counterclaim, reduction or
diminution of any kind or nature.

     

    10.8. Obligations
Absolute.  The
obligations of each Guarantor hereunder are and shall be absolute and
unconditional and any monies or amounts expressed to be owing or payable by each
Guarantor hereunder which may not be recoverable from such Guarantor on the
basis of a Guarantee shall be recoverable from such Guarantor as a primary
obligor and principal debtor in respect thereof.

     

    10.9. Obligations
Continuing.  The
obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all the obligations have been paid and satisfied in
full.  Upon the execution and delivery of a Guarantee pursuant to
Section 4.15, each Guarantor shall hereby agree with the Trustee that it will
from time to time deliver to the Trustee suitable acknowledgments of its
continued liability hereunder and under any other instrument or instruments in
such form as counsel to the Trustee may advise and as will prevent any action
brought against it in respect of any default hereunder being barred by any
statute of limitations now or hereafter in force and, in the event of the
failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee the
attorney and agent of such Guarantor to make, execute and deliver such written
acknowledgment or acknowledgments or other instruments as may from time to time
become necessary or advisable, in the judgment of the Trustee on the advice of
counsel, to fully maintain and keep in force the liability of such Guarantor
hereunder and under its Guarantee.

     

    10.10. Obligations Not
Reduced.  The
obligations of each Guarantor hereunder shall not be satisfied, reduced or
discharged solely by the payment of such principal, premium, if any, interest,
fees and other monies or amounts as may at any time prior to discharge of this
Indenture pursuant to Article Eight be or become owing or payable under or by
virtue of or otherwise in connection with the Securities or this
Indenture.

     

    10.11. Obligations
Reinstated.  The
obligations of each Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would


     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    otherwise
have reduced the obligations of any Guarantor hereunder (whether such payment
shall have been made by or on behalf of the Company or by or on behalf of a
Guarantor) is rescinded or reclaimed from any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Company or any
Guarantor or otherwise, all as though such payment had not been
made.  If demand for, or acceleration of the time for, payment by the
Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization
of such Company, all such Indebtedness otherwise subject to demand for payment
or acceleration shall nonetheless be payable by each Guarantor as provided
herein.

     

    10.12. Obligations Not
Affected.  The
obligations of each Guarantor hereunder shall not be affected, impaired or
diminished in any way by any act, omission, matter or thing whatsoever,
occurring before, upon or after any demand for payment hereunder (and whether or
not known or consented to by any Guarantor or any of the Holders) which, but for
this provision, might constitute a whole or partial defense to a claim against
any Guarantor hereunder or might operate to release or otherwise exonerate any
Guarantor from any of its obligations hereunder or otherwise affect such
obligations, whether occasioned by default of any of the Holders or otherwise,
including, without limitation:

     

    (i) any
limitation of status or power, disability, incapacity or other circumstance
relating to the Company or any other Person, including any insolvency,
bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
winding-up or other proceeding involving or affecting such Company or any other
Person;

     

    (ii) any
irregularity, defect, unenforceability or invalidity in respect of any
indebtedness or other obligation of the Company or any other Person under this
Indenture, the Securities or any other document or instrument;

     

    (iii) any
failure of the Company, whether or not without fault on its part, to perform or
comply with any of the provisions of this Indenture or the Securities, or to
give notice thereof to a Guarantor;

     

    (iv) the
taking or enforcing or exercising or the refusal or neglect to take or enforce
or exercise any right or remedy from or against the Company or any other Person
or their respective assets or the release or discharge of any such right or
remedy;

     

    (v) the
granting of time, renewals, extensions, compromises, concessions, waivers,
releases, discharges and other indulgences to the Company or any other
Person;

     

    (vi) any
change in the time, manner or place of payment of, or in any other term of, any
of the Securities, or any other amendment, variation, supplement, replacement or
waiver of, or any consent to departure from, any of the Securities or this
Indenture, including, without limitation, any increase or decrease in the
principal amount of or premium, if any, or interest on any of the
Securities;

     

    (vii) any
change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Company or a Guarantor;

     

    (viii) any
merger or amalgamation of the Company or a Guarantor with any Person or
Persons;

     

    (ix) the
occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority or
court amending, varying, 

     

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

    reducing
or otherwise affecting, or purporting to amend, vary, reduce or otherwise
affect, any of the Obligations or the obligations of a Guarantor under its
Guarantee; and

     

    (x) any other
circumstance, including release of a Guarantor pursuant to Section 10.4 (other
than by complete, irrevocable payment) that might otherwise constitute a legal
or equitable discharge or defense of the Company under this Indenture or the
Securities or of another Guarantor in respect of its Guarantee hereunder; provided, that the provisions
of this Section 10.12 are not intended to affect in any way any release of a
Guarantor in accordance with the provisions of Section 10.4.

     

    10.13. Waiver.  Without
in any way limiting the provisions of Section 10.1 hereof, each Guarantor, upon
the execution and delivery of a Guarantee pursuant to Section 4.15, shall hereby
waive notice of acceptance hereof, notice of any liability of any Guarantor
hereunder, notice or proof of reliance by the Holders upon the obligations of
any Guarantor hereunder, and diligence, presentment, demand for payment on the
Company, protest, notice of dishonor or nonpayment of any of the Obligations, or
other notice or formalities to the Company or any Guarantor of any kind
whatsoever.

     

    10.14. No Obligation to Take Action
Against the Company.  Neither
the Trustee nor any other Person shall have any obligation to enforce or exhaust
any rights or remedies or to take any other steps under any security for the
Obligations or against the Company or any other Person or any property of such
Company or any other Person before the Trustee is entitled to demand payment and
performance by any or all Guarantors of their liabilities and obligations under
their Guarantees or under this Indenture.

     

    10.15. Dealing With the Company and
Others.  The
Holders, without releasing, discharging, limiting or otherwise affecting in
whole or in part the obligations and liabilities of any Guarantor and without
the consent of or notice to any Guarantor, may

     

    (i) grant
time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Company or any other
Person;

     

    (ii) take or
abstain from taking security or collateral from the Company or from perfecting
security or collateral of the Company;

     

    (iii) release,
discharge, compromise, realize, enforce or otherwise deal with or do any act or
thing in respect of (with or without consideration) any and all collateral,
mortgages or other security given by the Company or any third party with respect
to the obligations or matters contemplated by this Indenture or the
Securities;

     

    (iv) accept
compromises or arrangements from the Company;

     

    (v) apply all
monies at any time received from the Company or from any security upon such part
of the Obligations as the Holders may see fit or change any such application in
whole or in part from time to time as the Holders may see fit; and

     

    (vi) otherwise
deal with, or waive or modify their right to deal with, the Company and all
other Persons and any security as the Holders or the Trustee may see
fit.

     

    10.16. Default and
Enforcement.  If
any Guarantor fails to pay in accordance with Section 10.6 hereof, the Trustee
may proceed in its name as trustee hereunder in the enforcement of the Guarantee
of any such Guarantor and such Guarantor’s obligations thereunder and hereunder
by any remedy 

     

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

    provided
by law, whether by legal proceedings or otherwise, and to recover from such
Guarantor the obligations.

     

    10.17. Amendment,
Etc.  No
amendment, modification or waiver of any provision of this Indenture relating to
any Guarantor or consent to any departure by any Guarantor or any other Person
from any such provision will in any event be effective unless it is signed by
such Guarantor and the Trustee.

     

    10.18. Acknowledgment.  Each
Guarantor, upon the execution and delivery of a Guarantee pursuant to Section
4.15, shall hereby acknowledge communication of the terms of this Indenture and
the Securities and shall hereby consent to and approves of the
same.

     

    10.19. Costs and
Expenses.  Each
Guarantor shall pay on demand by the Trustee any and all costs, fees and
expenses (including, without limitation, legal fees on a solicitor and client
basis) incurred by the Trustee, its agents, advisors and counsel or any of the
Holders in enforcing any of their rights under any Guarantee.

     

    10.20. No Merger or Waiver;
Cumulative Remedies.  No
Guarantee shall operate by way of merger of any of the obligations of a
Guarantor under any other agreement, including, without limitation, this
Indenture.  No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, remedy, power or privilege
hereunder or under this Indenture or the Securities, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Securities preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges in the
Guarantee and under this Indenture, the Securities and any other document or
instrument between a Guarantor and/or the Company and the Trustee are cumulative
and not exclusive of any rights, remedies, powers and privilege provided by
law.

     

    10.21. Survival of
Obligations.  Without
prejudice to the survival of any of the other obligations of any Guarantor
hereunder, the obligations of each Guarantor under Section 10.1 shall survive
the payment in full of the Obligations under the Securities, but only if and to
the extent such payment is avoided, and in such case shall be enforceable
against such Guarantor to the same extent as prior to any such payment and
without regard to and without giving effect to any defense, right of offset or
counterclaim available to or which may be asserted by the Company or any
Guarantor.

     

    10.22. Guarantee in Addition to
Other Obligations.  The
Obligations of each Guarantor under its Guarantee and this Indenture are in
addition to and not in substitution for any other Obligations to the Trustee or
to any of the Holders in relation to this Indenture or the Securities and any
guarantees or security at any time held by or for the benefit of any of
them.

     

    10.23. Severability.  Any
provision of this Article Ten which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction unless its removal
would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article Ten.

     

    10.24. Successors and
Assigns.  Each
Guarantee shall be binding upon and inure to the benefit of each Guarantor and
the Trustee and the other Holders and their respective successors and permitted
assigns, except that no Guarantor may assign any of its obligations hereunder or
thereunder, except as otherwise permitted in this Indenture.

     

     

    
      
        
        

      

      
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    ARTICLE
XI

     

    MISCELLANEOUS

     

    11.1. TIA
Controls.  If
any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

     

    11.2. Notices.  Any
notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telex, by
telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:

     

    
      
        	
                 if
      to the Company or a
Guarantor:

              


      

    

     

    
      	
               
      

            	
              Compass
      Minerals International, Inc.

            


    

    
      	
               
      

            	
              9900
      West 109th
      Street

            


    

    
      	
               
      

            	
              Suite
      600

            


    

    
      	
               
      

            	
              Overland
      Park, KS  66210

            


    

    
      	
               
      

            	
              Attention:  Chief
      Financial Officer

            


    

    
      	
               
      

            	
              Fax
      No:  (913) 338-7932

            


    

    
      	
               
      

            	
              with
      a copy to:

            


    

     

    
      	
               
      

            	
              Latham
      & Watkins

            


    

    
      	
               
      

            	
              885
      Third Avenue

            


    

    
      	
               
      

            	
              New
      York, NY  10022

            


    

    
      	
               
      

            	
              Attention:  Ian
      Schuman, Esq.

            


    

    
      	
               
      

            	
              Fax
      No:  (212) 751-4864

            


    

    
      	
               
      

            	
              if
      to the Trustee:

            


    

     

    
      	
               
      

            	
              U.S.
      Bank National Association

            


    

    
      	
               
      

            	
              Attention:  Corporate
      Trust Department/Compass Minerals

            


    

    
      	
               
      

            	
              60
      Livingston Avenue

            


    

    
      	
               
      

            	
              EP-MN-WS3C

            


    

    
      	
               
      

            	
              St.
      Paul, Minnesota 55107-2292

            


    

    
      	
               
      

            	
              Telephone:
      (651) 495-3918

            


    

    
      	
               
      

            	
              Fax
      No: (651) 495-8097

            


    

     

     

     if
to the Trustee for presentation of Securities for payment or for registration of
transfer or exchange:

     

    
      	
               
      

            	
              U.S.
      Bank National Association

            


    

    
      	
               
      

            	
              Attention:  Corporate
      Trust Department/Compass Minerals

            


    

    
      	
               
      

            	
              60
      Livingston Avenue

            


    

    
      	
               
      

            	
              EP-MN-WS3C

            


    

    
      	
               
      

            	
              St.
      Paul, Minnesota 55107-2292

            


    

    
      	
               
      

            	
              Telephone:
      (651) 495-3918

            


    

    
      	
               
      

            	
              Fax
      No: (651) 495-8097

            


    

     

    


    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

    The
Company and the Trustee by written notice to each other such Person may
designate additional or different addresses for notices to such
Person.  Any notice or communication to the Company and the Trustee,
shall be deemed to have been given or made as of the date so delivered if
personally delivered; when answered back, if telecopied; and five (5) calendar
days after mailing if sent by registered or certified mail, postage prepaid
(except that a notice of change of address shall not be deemed to have been
given until actually received by the addressee), except that, with respect to
any mailing, notices to the Trustee shall be deemed effective only upon
receipt.

     

    Any
notice or communication mailed to a Securityholder shall be mailed to him by
first class mail or other equivalent means at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

     

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

     

    11.3. Communications by Holders
With Other Holders.  Securityholders
may communicate pursuant to TIA § 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities.  The
Company, the Trustee, the Registrar and any other Person shall have the
protection of TIA § 312(c).

     

    11.4. 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 at the request of
the Trustee:

     

    (i) an
Officers’ Certificate, in form and substance satisfactory to the Trustee,
stating that, in the opinion of the signers, all conditions precedent to be
performed or effected by the Company, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

     

    (ii) an
Opinion of Counsel stating that, in the opinion of such counsel, any and all
such conditions precedent have been complied with.

     

    11.5. Statements Required in
Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture, other than the Officers’ Certificate required by
Section 4.8, shall include:

     

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

     

    (ii) 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;

     

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

     

    (iv) a
statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however, that with respect to
matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or
certificates of public officials.

     

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

    11.6. Rules by Trustee, Paying
Agent, Registrar.  The
Trustee, Paying Agent or Registrar may make reasonable rules for its
functions.

     

    11.7. Legal
Holidays.  If
a payment date is not a Business Day, payment may be made on the next succeeding
day that is a Business Day and no interest will accrue for the intervening
period. If a regular record date is not a Business Day, the record date shall
not be affected.

     

    11.8. Governing
Law.  THIS
INDENTURE, THE SECURITIES AND ANY GUARANTEES WILL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  Each of
the parties hereto agrees to submit to the jurisdiction of the courts of the
State of New York in any action or proceeding arising out of or relating to this
Indenture, the Securities or any Guarantees.

     

    11.9. No Adverse Interpretation of
Other Agreements.  This
Indenture may not be used to interpret another indenture, loan or debt agreement
of any of the Company or any of its Subsidiaries.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

     

    11.10. No Recourse Against
Others.  No
Affiliate, director, officer, employee, limited liability company member or
stockholder of the Company or any Subsidiary, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Securities or any
Guarantee or this Indenture or any Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each
Securityholder by accepting a Security waives and releases all such
liability.  Such waiver and release are part of the consideration for
the issuance of the Securities

     

    11.11. Successors.  All
agreements of the Company and the Guarantors in this Indenture and the
Securities and the Guarantees shall bind their respective
successors.  All agreements of the Trustee in this Indenture shall
bind its successor.

     

    11.12. Duplicate
Originals.  All
parties may sign any number of copies of this Indenture.  Each signed
copy or counterpart shall be an original, but all of them together shall
represent the same agreement.

     

    11.13. Severability.  In
case any one or more of the provisions in this Indenture, the Securities or the
Guarantees shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

     


    
      
         


      

      
         
-84-

        
          

        

      

      
         


      

    


    SIGNATURES

     

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

     

                     COMPASS MINERALS
INTERNATIONAL, INC.

    
    

     

    
      	                                                 By:	 /s/ Rodney
Underdown
	 	 Name: Rodney
      Underdown
	 	
               Title: Vice
      President, Chief Financial Officer, Secretary and
  Treasurer

            


       

       

      
      

       

      
        	                                                 By:	 /s/ Rodney
Underdown
	 	 Name: Rodney
      Underdown
	 	 Title: Vice
      President
	 	 
	 	 GUARANTORS:
	 	 CAREY SALT
      COMPANY
	 	 GREAT SALT
      LAKE HOLDINGS, LLC
	 	 GREAT SALT
      LAKE MINERALS CORPORATION
	 	 GSL
      CORPORATION
	 	 NAMSCO
      INC.
	 	 NORTH AMERICAN
      SALT COMPANY
	 	 PRISTIVA
      INC.
	 	 each as a
      Guarantor


      

       

    

     

    
      	                                                 By:	 /s/ James Standen
	 	 Name: James
      Standen
	 	 Title:
      President
	 	 
	 	 GUARANTOR:
	 	 COMPASS
      RESOURCES, INC.


    

     

     

    
    

     

    
      	 	 U.S BANK
      NATIONAL ASSOCIATION, as Trustee
	 	 /s/ Richard
Prokosch
	 	 Name: Richard
      Prokosch
	 	 Title: Vice
      President
	 	 
	 	 


    

     

     


    
      
        
          


           

          S-1

        

         


      

      
         


        
          

        

      

      
         


      

    


     

     

    Exhibit
A

     

     

    [FORM OF
INITIAL NOTE]a

     

    [FACE OF
SECURITY]

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8% Senior
Note due 2019

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              No.

              ISIN
      No.

              CUSIP
      No.

            	 
      	
              Principal
      Amount $

            


    

     

    COMPASS
MINERALS INTERNATIONAL, INC., a Delaware corporation (the “Company”) which terms
include any of its successors under the Indenture hereinafter referred to), for
value received promise to pay to CEDE & CO. or registered assigns, the
principal sum of Dollars ($ ) on June 1, 2019.

     

    Interest
Payment Dates: June 1 and December 1; commencing on December 1, 2009.b

     

    Record
Dates: May 15 and November 15.

     

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

                   

    
      
        
          
            
              
                	
                        a

                      	 
      	
                        Add
      Private Placement Legend, Regulation S Legend, Global Security Legend and
      OID Legend, if appropriate.

                      
	
                        b

                      	 
      	
                        With
      respect to the notes issued on the Issue
Date.

                      


              

            

          

        

      

    

     

    A-1

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
WITNESS WHEREOF, the Company has caused this Security to be signed manually or
by facsimile by their duly authorized officers.

     

     

    Dated:

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                COMPASS
      MINERALS INTERNATIONAL, INC.

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	
                Title:

              	 
      	 
      


      

    

     

    A-2

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    [FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

     

     

    This is
one of the 8% Senior Notes due 2019 described in the within-mentioned
Indenture.

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION, as Trustee

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      	 
      


      

    

     

    A-3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    [REVERSE
OF SECURITY]

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8% Senior
Note due 2019

     

     

    1. Interest.

     

     

    COMPASS
MINERALS INTERNATIONAL, INC., a Delaware corporation (the “Company,” which term
includes any of its successors under the Indenture hereinafter referred to),
promise to pay interest on the principal amount of this Security at the rate per
annum shown above. The Company will pay interest semiannually on June 1 and
December 1 of each year (the “Interest Payment
Date”), commencing on [December 1, 2009]a. Interest on this Security will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including [June 5, 2009]*. Interest on this
Security will be computed on the basis of a 360-day year of twelve 30-day
months.

     

    The
Company shall pay interest on overdue principal from time to time on demand at
the rate borne by this Security plus 2% and on overdue installments of interest
(without regard to any applicable grace periods) to the extent
lawful.

     

    2. Method of
Payment.

     

    The
Company shall pay interest on the Securities (except defaulted interest) to the
Persons who are the registered Holders at the close of business on the Record
Date immediately preceding the Interest Payment Date even if the Securities are
canceled on registration of transfer or registration of exchange (including
pursuant to an Exchange Offer (as defined in the Indenture)) after such Record
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal, premium, if any and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts (“U.S. Legal Tender”).
However, the Company may pay principal, premium, if any, and interest by wire
transfer of federal funds, or interest by check payable in such U.S. Legal
Tender. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder’s registered address.

     

    3. Paying Agent and
Registrar.

     

    Initially,
U.S. Bank National Association (the “Trustee”) will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

     

    4. Indenture.

     

    The
Company issued the Securities under an Indenture, dated as of June 5, 2009 (the
“Indenture”),
among the Company, the Guarantors and the Trustee.

     

    
      
        
          	 
      	 
      	              
	
                  a

                	 
      	
                  With
      respect to the notes issued on the Issue
Date.

                


        

      

    

     

    A-4

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    This
Security is one of a duly authorized issue of Securities of the Company
designated as their 8% Senior Notes due 2019 (the “Initial Notes”).
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect
on the date of the Indenture until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is
qualified under the TIA. Notwithstanding anything to the contrary herein, the
Securities are subject to all such terms, and Holders of Securities are referred
to the Indenture and the TIA for a statement of them. The Securities are general
obligations of the Company unlimited in amount, of which an aggregate principal
amount of $100,000,000 are being issued on the Issue Date. The Company shall be
entitled to issue additional Securities issued after the Issue Date in
accordance with Section 2.2 and 4.4 of the Indenture.

     

    5.
[Reserved].

     

    6. Optional
Redemption.

     

    The
Company may redeem the Securities, in whole at any time or in part from time to
time, on and after June 1, 2014, upon not less than 30 nor more than 60 days’
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on June 1 of the years set forth below, plus, in each case, accrued and unpaid
interest thereon, if any, to the date of redemption (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):

     

    
      
        
          
            
              	 
      	 
      	 
      	 
      	 
      
	
                      Year

                    	 
      	
                      Percentage

                    
	 
      	 
      	 
      	 
      	 
      
	
                      2014

                    	 
      	 
      	
                      104.000

                    	
                      %

                    
	
                      2015

                    	 
      	 
      	
                      102.667

                    	
                      %

                    
	
                      2016

                    	 
      	 
      	
                      101.333

                    	
                      %

                    
	
                      2017
      and thereafter

                    	 
      	 
      	
                      100.000

                    	
                      %

                    


            

          

        

      

    

     

    The
Company may redeem the Securities, at any time, or from time to time, prior to
June 1, 2014, by using the Net Cash Proceeds of one or more Equity Offerings to
redeem up to 35% in aggregate principal amount of the Securities originally
issued under the Indenture at a redemption price equal to 108.00% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption, subject to the right of the holders of record on the
relevant record date to receive interest due on the relevant interest payment
date; provided, however, that after any such
redemption the aggregate principal amount of the Securities outstanding must
equal at least 65% of the aggregate amount of the Securities originally issued
under the Indenture. In order to effect the foregoing redemption with the net
cash proceeds of any Equity Offering, the Company shall make such redemption not
more than 120 days after the consummation of any such Equity
Offering.

     

    In
addition, at any time prior to June 1, 2014, the Company may redeem the
Securities, in whole or in part, upon notice of redemption, at a redemption
price equal to the principal amount of the Securities plus the Applicable
Premium plus accrued and unpaid interest, if any, to the Redemption Date,
subject to the right of the holders of record on the relevant record date to
receive interest due on the relevant interest payment date.

     

    7. Notice of
Redemption.

     

    Notice of
redemption shall be mailed by first-class mail at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at such Holder’s regis-

     

    A-5

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    tered
address. Securities in denominations of $2,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $2,000 or any integral
multiple of $1,000) of the principal of Securities that have denominations
larger than $2,000.

     

    If any
Security is to be redeemed in part only, the notice of redemption that relates
to such Security shall state the portion of the principal amount thereof to be
redeemed. A new Security in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Security. On and after the Redemption Date, interest will cease to
accrue on Securities or portions thereof called for redemption, subject to the
provisions of the Indenture.

     

    8. Change of Control
Offer.

     

    Upon the
occurrence of a Change of Control, the Company will be required, as and to the
extent set forth in the Indenture, to offer to purchase all of the outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of repurchase
(subject to the right of Securityholders of record on the relevant record date
to receive interest due on the relevant interest payment date); provided, however, that notwithstanding
the occurrence of a Change of Control, the Company shall not be obligated to
repurchase the Securities pursuant to this paragraph 8 in the event that the
Company have exercised their right to redeem all of the Securities under the
terms of paragraph 6 hereof).

     

    9. Limitation on Asset
Sales.

     

    The
Company is, subject to certain conditions, obligated to make an offer to
purchase Securities at 100% of their principal amount, plus accrued and unpaid
interest, if any, thereon to the date of repurchase with certain Net Cash
Proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

     

    10. Registration
Rights.

     

    Pursuant
to the Registration Rights Agreement, if any of the Securities are not freely
tradable on the fifth business day following the one-year anniversary of the
Issue Date of the Securities, the Company may be obligated under certain
circumstances to consummate an exchange offer pursuant to which the Holder of
this Security shall have the right to exchange this Security for the Company’s
8% Senior Notes due 2019 (the “Exchange Notes”),
which shall have been registered under the Securities Act, in like principal
amount and having terms identical in all material respects to the Initial Notes.
The Holders of the Initial Notes shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

     

    11. Denominations; Transfer;
Exchange.

     

    The
Securities are in registered form, without coupons, in denominations of $2,000
and integral multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities or portions thereof
selected for redemption, except the unredeemed portion of any security being
redeemed in part.

     

     

    A-6

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    12. Persons Deemed
Owners.

     

    The
registered Holder of a Security shall be treated as the owner of it for all
purposes.

     

    13. Unclaimed
Funds.

     

    If funds
for the payment of principal, premium, if any, or interest remain unclaimed for
two years, the Trustee and the Paying Agent will repay the funds to the Company
at their request. After that, all liability of the Trustee and such Paying Agent
with respect to such funds shall cease.

     

    14. Discharge Prior to
Redemption or Maturity.

     

    The
Company and any Guarantor may be discharged from their obligations under the
Indenture or the Securities and any Guarantee except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained in the Indenture and the Securities and any Guarantee, in each case
upon satisfaction of certain conditions specified in the Indenture.

     

    15. Amendment; Supplement;
Waiver.

     

    Subject
to certain exceptions, the Indenture and the Securities and any Guarantee may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the
Securities and the Guarantees, to, among other things, cure any ambiguity,
defect or inconsistency, provide for uncertificated Securities and any Guarantee
in addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not materially
adversely affect the rights of any Holder of a Security.

     

    16. Restrictive
Covenants.

     

    The
Indenture contains certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to make restricted payments, to
incur indebtedness, to create liens, to sell assets, to permit restrictions on
dividends and other payments by Restricted Subsidiaries of the Company to the
Company, to consolidate, merge or sell all or substantially all of its assets or
to engage in transactions with affiliates. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.

     

    17. Defaults and
Remedies.

     

    If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Guarantee except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture, the Securities
or the Guarantees, unless it has received indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Securities then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Securities notice of certain continuing Defaults or
Events of Default if it determines that withholding notice is in their
interest.

     

     

    A-7

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    18. Trustee Dealings with
Company.

     

    The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the Company,
their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

     

    19. No Recourse Against
Others.

     

    No
Affiliate, stockholder, director, officer, employee or limited liability company
member of the Company or any of their Subsidiaries shall have any liability for
any obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

     

    20. Authentication.

     

    This
Security shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Security.

     

    21. Abbreviations and Defined
Terms.

     

    Customary
abbreviations may be used in the name of a Holder of a Security 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).

     

    22. Governing
Law.

     

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

     

    23. CUSIP and ISIN
Numbers.

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company have caused CUSIP and ISIN numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

     

    24. Indenture.

     

    Each
Holder, by accepting a Security, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to
time.

     

    The
Company will furnish to any Holder of a Security upon written request and
without charge a copy of the Indenture which has the text of this Security in
larger type. Requests may be made to: Compass Minerals International, Inc., 9900
West 109th Street, Suite 600, Overland Park, KS, 66210, Attn: Chief Financial
Officer.

     

     

    A-8

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ASSIGNMENT
FORM

     

     

    I or we
assign and transfer this Security to

     

     

      
        

      

    

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

     

     

      
        

      

    

    (Insert
Social Security or other identifying number of assignee or
transferee)

     

     

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

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Dated:                

              	
                Signed:

              	 
      	 
      
	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
Security)

              	 
      


      

    

     

    


     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the Trustee)

              	 
      
	 
      	 
      	 
      	 
      
	 
      


      

    

     

    In
connection with any transfer of this Security occurring prior to the date which
is the earlier of (i) the date of the declaration by the Commission of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the “Securities Act”),
covering resales of this Security (which effectiveness shall not have been
suspended or terminated at the date of the transfer) and (ii) June 5, 2010, the
undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer and that this Security is
being transferred:

     

     

    A-9

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    [Check
One]

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (1

            	
              )

            	 
      	
              to
      the Company or a subsidiary thereof; or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (2

            	
              )

            	 
      	
              pursuant
      to and in compliance with Rule 144A under the Securities Act;
      or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (3

            	
              )

            	 
      	
              to
      an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) under the Securities Act) that has furnished to the Trustee a
      signed letter containing certain representations and agreements (the form
      of which letter can be obtained from the Trustee); or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (4

            	
              )

            	 
      	
              outside
      the United States to a “foreign person” in compliance with Rule 904 of
      Regulation S under the Securities Act; or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (5

            	
              )

            	 
      	
              pursuant
      to the exemption from registration provided by Rule 144 under the
      Securities Act; or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (6

            	
              )

            	 
      	
              pursuant
      to an effective registration statement under the Securities Act;
      or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              o

            	 
      	 
      	
              (7

            	
              )

            	 
      	
              pursuant
      to another available exemption from the registration requirements of the
      Securities Act;

            


    

     

    and
unless the box below is checked, the undersigned confirms that such Security is
not being transferred to an “affiliate” of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an “Affiliate”):

     

    o The transferee is an
Affiliate of the Company.

     

    Unless
one of the items is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in the name of any person other than
the registered Holder thereof; provided that if box (3),
(4), (5) or (7) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in its sole discretion, such
legal opinions, certifications (including an investment letter in the case of
box (3) or (4)) and other information as the Trustee or the Company have
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

     

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

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Dated:                

              	
                Signed:

              	 
      	 
      
	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
Security)

              	 
      
	 
      	 
      	 
      	 
      


      

    

     

    


     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      Guarantee:

              	 
      	 
      
	 
      


      

    

     

    TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     

     

    A-10

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

     

    Dated:            

     

     

    NOTICE:
To be executed by an executive officer

     

     

    A-11

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    OPTION OF
HOLDER TO ELECT PURCHASE

     

     

    If you
want to elect to have this Security purchased by the Company pursuant to Section
4.17 or Section 4.18 of the Indenture, check the appropriate box:

     

    Section
4.17 o     Section 4.18
o

     

     

    If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, state the amount:
$                

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Dated:            

              	
                Signed:

              	 
      	 
      
	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
Security)

              	 
      


      

    

     

    


     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the Trustee)

              	 
      
	 
      	 
      	 
      	 
      
	 
      


      

    

     

    A-12

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
B

     

     

    [FORM OF
EXCHANGE NOTE]a

     

    [FACE OF
SECURITY]

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8% Senior
Note due 2019

     

     

    CUSIP
No.

    ISIN
No.

     

    
      
        
          	
                  No.

                	 
      	
                  $

                


        

      

    

     

    COMPASS
MINERALS INTERNATIONAL, INC., a Delaware corporation (the “Company” which terms
include any of its successors under the Indenture hereinafter referred to), for
value received promise to pay to CEDE & CO. or registered assigns, the
principal sum of [         ] Dollars ($), on
June 1, 2019.

     

     

    Interest
Payment Dates: June 1 and December 1, commencing [         ].

     

     

    Record
Dates: May 15 and November 15.

     

     

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

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	  	                     
	
                              a

                            	 
      	
                              Add
      OID Legend and, if appropriate, Global Security
  Legend.

                            


                    

                  

                

              

            

          

        

      

    

     

    B-1

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
WITNESS WHEREOF, the Company has caused this Security to be signed manually or
by facsimile by their duly authorized officers.

     

     

    Dated:      

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                COMPASS
      MINERALS INTERNATIONAL, INC.

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	
                Title:

              	 
      	 
      


      

    

     

    B-2

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    [FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

     

     

    This is
one of the 8% Senior Notes due 2019 described in the within-mentioned
Indenture.

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION , as Trustee

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      	 
      


      

    

     

    B-3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    [REVERSE
OF SECURITY]

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8% Senior
Note due 2019

     

     

    1. Interest.

     

    COMPASS
MINERALS INTERNATIONAL, INC., a Delaware corporation (the “Company” which term
includes any of its successors under the Indenture hereinafter referred to),
promise to pay interest on the principal amount of this Security at the rate per
annum shown above. The Company will pay interest semiannually on June 1 and
December 1 of each year (the “Interest Payment
Date”), commencing
[             ].
Interest on this Security will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from and including
[          ]. Interest on this
Security will be computed on the basis of a 360-day year of twelve 30-day
months.

     

    The
Company shall pay interest on overdue principal from time to time on demand at
the rate borne by this Security plus 2% and on overdue installments of interest
(without regard to any applicable grace periods) to the extent
lawful.

     

    2. Method of
Payment.

     

    The
Company shall pay interest on the Securities (except defaulted interest) to the
Persons who are the registered Holders at the close of business on the Record
Date immediately preceding the Interest Payment Date even if the Securities are
canceled on registration of transfer or registration of exchange (including
pursuant to an Exchange Offer (as defined in the Indenture)) after such Record
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal, premium, if any and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts (“U.S. Legal Tender”).
However, the Company may pay principal, premium, if any, and interest by wire
transfer of federal funds, or interest by check payable in such U.S. Legal
Tender. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder’s registered address.

     

    3. Paying Agent and
Registrar.

     

    Initially,
U.S. Bank National Association (the “Trustee”) will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

     

    4. Indenture.

     

    The
Company issued the Securities under an Indenture, dated as of June 5, 2009 (the
“Indenture”),
among the Company, the Guarantors and the Trustee. This Security is one of a
duly authorized issue of Securities of the Company designated as their 8% Senior
Notes due 2019 (the “Initial Notes”).
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect
on the date of the Indenture until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is
qualified under the TIA. Notwithstanding anything to the contrary herein, the
Securities are subject to all such terms, and Holders of Securities are referred
to the Indenture and the

     

     

    B-4

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TIA for a
statement of them. The Securities are general obligations of the Company
unlimited in amount, of which an aggregate principal amount of $100,000,000 are
being issued on the Issue Date. The Company shall be entitled to issue
additional Securities issued after the Issue Date in accordance with Section 2.2
and 4.4 of the Indenture.

     

    5. [Reserved].

     

    6. Optional
Redemption.

     

    The
Company may redeem the Securities, in whole at any time or in part from time to
time, on and after June 1, 2014, upon not less than 30 nor more than 60 days’
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on June 1 of the years set forth below, plus, in each case, accrued and unpaid
interest thereon, if any, to the date of redemption (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):

     

    
      
        
          
            	 
      	 
      	 
      	 
      	 
      
	
                    Year

                  	 
      	
                    Percentage

                  
	 
      	 
      	 
      	 
      	 
      
	
                    2014

                  	 
      	 
      	
                    104.000

                  	
                    %

                  
	
                    2015

                  	 
      	 
      	
                    102.667

                  	
                    %

                  
	
                    2016

                  	 
      	 
      	
                    101.333

                  	
                    %

                  
	
                    2017
      and thereafter

                  	 
      	 
      	
                    100.000

                  	
                    %

                  


          

        

      

    

     

    The
Company may redeem the Securities, at any time, or from time to time, prior to
June 1, 2014, by using the Net Cash Proceeds of one or more Equity Offerings to
redeem up to 35% in aggregate principal amount of the Securities originally
issued under the Indenture at a redemption price equal to 108.00% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption, subject to the right of the holders of record on the
relevant record date to receive interest due on the relevant interest payment
date; provided, however, that after any such
redemption the aggregate principal amount of the Securities outstanding must
equal at least 65% of the aggregate amount of the Securities originally issued
under the Indenture. In order to effect the foregoing redemption with the net
cash proceeds of any Equity Offering, the Company shall make such redemption not
more than 120 days after the consummation of any such Equity
Offering.

     

    In
addition, at any time prior to June 1, 2014, the Company may redeem the
Securities, in whole or in part, upon notice of redemption, at a redemption
price equal to the principal amount of the Securities plus the Applicable
Premium plus accrued and unpaid interest, if any, to the Redemption Date,
subject to the right of the holders of record on the relevant record date to
receive interest due on the relevant interest payment date.

     

    7. Notice of
Redemption.

     

    Notice of
redemption shall be mailed by first-class mail at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at such Holder’s registered address. Securities in denominations of
$2,000 may be redeemed only in whole. The Trustee may select for redemption
portions (equal to $2,000 or any integral multiple of $1,000) of the principal
of Securities that have denominations larger than $2,000.

     

     

    B-5

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    If any
Security is to be redeemed in part only, the notice of redemption that relates
to such Security shall state the portion of the principal amount thereof to be
redeemed. A new Security in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Security. On and after the Redemption Date, interest will cease to
accrue on Securities or portions thereof called for redemption, subject to the
provisions of the Indenture.

     

    8. Change of Control
Offer.

     

    Upon the
occurrence of a Change of Control, the Company will be required, as and to the
extent set forth in the Indenture, to offer to purchase all of the outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of repurchase
(subject to the right of Securityholders of record on the relevant record date
to receive interest due on the relevant interest payment date); provided, however, that notwithstanding
the occurrence of a Change of Control, the Company shall not be obligated to
repurchase the Securities pursuant to this paragraph 8 in the event that the
Company have exercised their right to redeem all of the Securities under the
terms of paragraph 6 hereof).

     

    9. Limitation on Asset
Sales.

     

    The
Company is, subject to certain conditions, obligated to make an offer to
purchase Securities at 100% of their principal amount, plus accrued and unpaid
interest, if any, thereon to the date of repurchase with certain Net Cash
Proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

     

    10. Denomination, Transfer,
Exchange.

     

    The
Securities are in registered form, without coupons, in denominations of $2,000
and integral multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities or portions thereof
selected for redemption, except the unredeemed portion of any security being
redeemed in part.

     

    11. Persons Deemed
Owners.

     

    The
registered Holder of a Security shall be treated as the owner of it for all
purposes.

     

    12. Unclaimed
Funds.

     

    If funds
for the payment of principal, premium, if any, or interest remain unclaimed for
two years, the Trustee and the Paying Agent will repay the funds to the Company
at their request. After that, all liability of the Trustee and such Paying Agent
with respect to such funds shall cease.

     

    13. Discharge Prior to
Redemption or Maturity.

     

    The
Company and any Guarantor, if any, may be discharged from their obligations
under the Indenture or the Securities and any Guarantee except for certain
provisions thereof, and may be discharged from obligations to comply with
certain covenants contained in the Indenture and the Securities and any
Guarantee, in each case upon satisfaction of certain conditions specified in the
Indenture.

     

     

    B-6

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    14. Amendment; Supplement;
Waiver.

     

    Subject
to certain exceptions, the Indenture and the Securities and any Guarantee may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the
Securities and the Guarantees to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities and any Guarantee in
addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not materially
adversely affect the rights of any Holder of a Security.

     

    15. Restrictive
Covenants.

     

    The
Indenture contains certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to make restricted payments, to
incur indebtedness, to create liens, to sell assets, to permit restrictions on
dividends and other payments by Restricted Subsidiaries of the Company to the
Company, to consolidate, merge or sell all or substantially all of its assets or
to engage in transactions with affiliates. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.

     

    16. Defaults and
Remedies.

     

    If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Guarantee except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture, the Securities
or the Guarantees, unless it has received indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Securities then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Securities notice of certain continuing Defaults or
Events of Default if it determines that withholding notice is in their
interest.

     

    17. Trustee Dealings with
Company.

     

    The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the Company,
their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

     

    18. No Recourse Against
Others.

     

    No
Affiliate, stockholder, director, officer, employee or limited liability company
member of the Company or any of their Subsidiaries shall have any liability for
any obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

     

     

    B-7

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    19. Authentication.

     

    This
Security shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Security.

     

    20. Abbreviations and Defined
Terms.

     

    Customary
abbreviations may be used in the name of a Holder of a Security 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).

     

    21. Governing
Law.

     

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

     

    22. CUSIP and ISIN
Numbers.

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company have caused CUSIP and ISIN numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

     

    23. Indenture.

     

    Each
Holder, by accepting a Security, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to
time.

     

    The
Company will furnish to any Holder of a Security upon written request and
without charge a copy of the Indenture which has the text of this Security in
larger type. Requests may be made to: Compass Minerals International, Inc., 9900
West 109th Street, Suite 600, Overland Park, KS, 66210, Attn: Chief Financial
Officer.

     

     

    B-8

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

     

    ASSIGNMENT
FORM

     

     

    I or we
assign and transfer this Security to

     

     

      
        

      

    

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

     

     

      
        

      

    

    (Insert
Social Security or other identifying number of assignee or
transferee)

     

     

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

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Dated:        

              	
                Signed:

              	 
      	 
      
	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
Security)

              	 
      


      

    

     

    


     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the Trustee)

              	 
      
	 
      	 
      	 
      	 
      


      

    

     

    B-9

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    OPTION OF
HOLDER TO ELECT PURCHASE

     

     

    If you
want to elect to have this Security purchased by the Company pursuant to Section
4.17 or Section 4.18 of the Indenture, check the appropriate box:

     

    Section
4.17 o     Section 4.18
o

     

    If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, state the amount:
$        

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Dated:        

              	
                Signed:

              	 
      	 
      
	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
Security)

              	 
      


      

    

     

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the Trustee)

              	 
      
	 
      	 
      	 
      	 
      
	 
      


      

    

     

    B-10

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
C

     

     

    Form of
Certificate to Be

    Delivered
in Connection with

    Transfers to Non-QIB
Accredited Investors

     

     

    [Date]

     

     

    Attention:

     

    
      
        	 
      	
                Re:

              	 
      	
                Compass
      Minerals International, Inc.

                8%
      Senior Notes due 2019(the
      “Securities”)

              


      

    

     

    Ladies
and Gentlemen:

     

     

    In
connection with our proposed purchase of the Securities of Compass Minerals
International, Inc. (the “Company”), we confirm
that:

     

    1. We
have received a copy of the Offering Circular (the “Offering Circular”),
dated May 21, 2009 relating to the Securities and such other information as we
deem necessary in order to make our investment decision. We acknowledge that we
have read and agreed to the matters stated on pages (i) and (ii) of the Offering
Circular and in the section entitled “Transfer Restrictions” of the Offering
Circular, including the restrictions on duplication and circulation of the
Offering Circular.

     

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

     

    3. We
understand that the offer and sale of the Securities have not been registered
under the Securities Act, and that the Securities 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 or otherwise transfer any Securities prior to the date which is
two years after the original issuance of the Securities, and if such transfer is
in respect of any aggregate principal amount of Securities of less than
$100,000, also furnishes an opinion of counsel acceptable to the Company that
such transfer complies with the Securities Act, we will do so only (i) to the
Company or any of their subsidiaries, (ii) inside the United States in
accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act), (iii) inside
the United States to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on
its behalf by a U.S. broker-dealer) to the Trustee (as defined in the Indenture
relating to the Securities), a signed letter containing certain representations
and agreements relating to the restrictions on transfer of the Securities, (iv)
outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (v) pursuant to the exemption from registration provided by Rule
144 under the Securities Act (if available), or (vi) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Securities from us a notice advising such
purchaser that resales of the Securities are restricted as stated
herein.

     

     

    C-1

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

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

     

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

     

    6. We are
acquiring the Securities purchased by us for our account or for one or more
accounts (each of which is an institutional “accredited investor”)
as to each of which we exercise sole investment discretion, and we are acquiring
the Securities not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act.

     

    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 proceeding or official inquiry with respect to the
matters covered hereby.

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                Very
      truly yours,

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	
                Title:

              	 
      	 
      
	 
      


      

    

     

    C-2

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
D

     

     

    Form of
Certificate To Be

    Delivered
in Connection with

    Transfers
Pursuant to Regulation S

     

     

    [Date]

     

     

    Attention:

     

    
      
        	 
      	
                Re:

              	 
      	
                Compass
      Minerals International, Inc.

                8%
      Senior Notes due 2019(the
      “Securities”)

              


      

    

     

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

     

    (1) the
offer of the Securities was not made to a person in the United
States;

     

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

     

    (3) no
directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable;

     

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

     

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

     

     

    D-1

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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. Terms used in this certificate have the meanings set
forth in Regulation S.

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                Very
      truly yours,

                [Name
      of Transferor]

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Authorized
      Signature

              	 
      
	 
      	 
      	 
      	 
      
	 
      


      

    

     

    D-2

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
E

     

     

    GUARANTEE

     

     

    For value
received, the undersigned hereby unconditionally guarantees, as principal
obligor and not only as a surety, to the Holder of this Security the cash
payments in United States dollars of principal of, premium, if any, and interest
on this Security in the amounts and at the times when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Security, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture (as defined below) or the Securities, to the Holder of this
Security and the Trustee, all in accordance with and subject to the terms and
limitations of this Security, Article Ten of the Indenture and this Guarantee.
This Guarantee will become effective in accordance with Article Ten of the
Indenture and its terms shall be evidenced therein. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.

     

    Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Indenture dated as of June 5, 2009, among Compass Minerals International,
Inc., a Delaware corporation (the “Company”), the
Guarantors, and U.S. Bank National Association, as trustee (the “Trustee”).

     

    The
obligations of the undersigned to the Holders of Securities and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
Ten of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee and all of the other provisions of the Indenture
to which this Guarantee relates.

     

    THIS
GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. The undersigned Guarantor hereby agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Guarantee.

     

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

     

     

    E-1

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly
executed.

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                Carey
      Salt Company

                Compass
      Resources, Inc.

                Great
      Salt Lake Holdings LLC

                Great
      Salt Lake Minerals Corporation

                GSL
      Corporation

                NAMSCO
      Inc.

                North
      American Salt Company

                Pristiva
      Inc.

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	
                Title:

              	 
      	 
      
	 
      


      

    

     

    E-2

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
F

     

     

    [FORM OF
UNRESTRICTED NOTE]a

     

    [FACE OF
SECURITY]

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8% Senior
Note due 2019

     

    
      	 
      	 
      	 
      
	
              No.

            	 
      	
              Principal
      Amount $

            
	
              ISIN
      No.

            	 
      	 
      
	
              CUSIP
      No. 20451N AD3

            	 
      	 
      


    

     

    COMPASS
MINERALS INTERNATIONAL, INC., a Delaware corporation (the “Company”) which terms
include any of its successors under the Indenture hereinafter referred to), for
value received promise to pay to CEDE & CO. or registered assigns, the
principal sum of Dollars ($ ) on June 1, 2019.

     

     

    Interest
Payment Dates: June 1 and December 1, commencing on
[            
 ].b

     

     

    Record
Dates: May 15 and November 15.

     

     

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

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      
	
                              a

                            	 
      	
                              Add
      Global Security Legend and OID Legend.

                            
	
                              b

                            	 
      	
                              With
      respect to the notes issued on the Issue
Date.

                            


                    

                  

                

              

            

          

        

      

    

     

    F-1

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    IN
WITNESS WHEREOF, the Company has caused this Security to be signed manually or
by facsimile by their duly authorized officers.

     

     

    Dated:

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                COMPASS
      MINERALS INTERNATIONAL, INC.

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	
                Title:

              	 
      	 
      


      

    

     

    F-2

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    [FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

     

     

    This is
one of the 8% Senior Notes due 2019 described in the within-mentioned
Indenture.

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION, as Trustee

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      	 
      


      

    

     

    F-3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      


    

     

    [REVERSE
OF SECURITY]

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8% Senior
Note due 2019

     

    
      
        	
                1.

              	 
      	
                Interest.

              


      

    

     

    COMPASS
MINERALS INTERNATIONAL, INC., a Delaware corporation (the “Company,”) which term
includes any of its successors under the Indenture hereinafter referred to),
promise to pay interest on the principal amount of this Security at the rate per
annum shown above. The Company will pay interest semiannually on June 1 and
December 1 of each year (the “Interest Payment
Date”), commencing on [   
                
]. Interest on this Security will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from and including
[                    
  ]. Interest on this Security will be computed on the basis of a 360-day
year of twelve 30-day months.

     

    The
Company shall pay interest on overdue principal from time to time on demand at
the rate borne by this Security plus 2% and on overdue installments of interest
(without regard to any applicable grace periods) to the extent
lawful.

     

    
      
        	
                2.

              	 
      	
                Method of
  Payment.

              


      

    

     

    The
Company shall pay interest on the Securities (except defaulted interest) to the
Persons who are the registered Holders at the close of business on the Record
Date immediately preceding the Interest Payment Date even if the Securities are
canceled on registration of transfer or registration of exchange (including
pursuant to an Exchange Offer (as defined in the Indenture)) after such Record
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal, premium, if any and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts (“U.S. Legal Tender”).
However, the Company may pay principal, premium, if any, and interest by wire
transfer of federal funds, or interest by check payable in such U.S. Legal
Tender. The Company may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder’s registered address.

     

    
      
        	
                3.

              	 
      	
                Paying Agent and
  Registrar.

              


      

    

     

    Initially,
U.S. Bank National Association (the “Trustee”) will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

     

    
      
        	
                4.

              	 
      	
                Indenture.

              


      

    

     

    The
Company issued the Securities under an Indenture, dated as of June 5, 2009 (the
“Indenture”),
among the Company, the Guarantors and the Trustee.

     

    This
Security is one of a duly authorized issue of Securities of the Company
designated as their 8% Senior Notes due 2019 (the “Initial Notes”).
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect
on the date of the Indenture until such time as the Indenture is

     

     

    F-4

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    qualified
under the TIA, and thereafter as in effect on the date on which the Indenture is
qualified under the TIA. Notwithstanding anything to the contrary herein, the
Securities are subject to all such terms, and Holders of Securities are referred
to the Indenture and the TIA for a statement of them. The Securities are general
obligations of the Company unlimited in amount, of which an aggregate principal
amount of $100,000,000 are being issued on the Issue Date. The Company shall be
entitled to issue additional Securities issued after the Issue Date in
accordance with Section 2.2 and 4.4 of the Indenture.

     

    
      
        	
                5.

              	 
      	
                [Reserved].

              
	 
      	 
      	 
      
	
                6.

              	 
      	
                Optional
  Redemption.

              


      

    

     

    The
Company may redeem the Securities, in whole at any time or in part from time to
time, on and after June 1, 2014, upon not less than 30 nor more than 60 days’
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on June 1 of the years set forth below, plus, in each case, accrued and unpaid
interest thereon, if any, to the date of redemption (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):

     

    
      
        
          
            	 
      	 
      	 
      	 
      	 
      
	
                    Year

                  	 
      	
                    Percentage

                  
	 
      	 
      	 
      	 
      	 
      
	
                    2014

                  	 
      	 
      	
                    104.000

                  	
                    %

                  
	
                    2015

                  	 
      	 
      	
                    102.667

                  	
                    %

                  
	
                    2016

                  	 
      	 
      	
                    101.333

                  	
                    %

                  
	
                    2017
      and thereafter

                  	 
      	 
      	
                    100.000

                  	
                    %

                  


          

        

      

    

     

    The
Company may redeem the Securities, at any time, or from time to time, prior to
June 1, 2014, by using the Net Cash Proceeds of one or more Equity Offerings to
redeem up to 35% in aggregate principal amount of the Securities originally
issued under the Indenture at a redemption price equal to 108.00% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption, subject to the right of the holders of record on the
relevant record date to receive interest due on the relevant interest payment
date; provided, however, that after any such
redemption the aggregate principal amount of the Securities outstanding must
equal at least 65% of the aggregate amount of the Securities originally issued
under the Indenture. In order to effect the foregoing redemption with the net
cash proceeds of any Equity Offering, the Company shall make such redemption not
more than 120 days after the consummation of any such Equity
Offering.

     

    In
addition, at any time prior to June 1, 2014, the Company may redeem the
Securities, in whole or in part, upon notice of redemption, at a redemption
price equal to the principal amount of the Securities plus the Applicable
Premium plus accrued and unpaid interest, if any, to the Redemption Date,
subject to the right of the holders of record on the relevant record date to
receive interest due on the relevant interest payment date.

     

    
      
        	
                7.

              	 
      	
                Notice of
  Redemption.

              


      

    

     

    Notice of
redemption shall be mailed by first-class mail at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at such Holder’s registered address. Securities in denominations of
$2,000 may be redeemed only in whole. The Trustee may select for redemption
portions (equal to $2,000 or any integral multiple of $1,000) of the principal
of Securities that have denominations larger than $2,000.

     

     

    F-5

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    If any
Security is to be redeemed in part only, the notice of redemption that relates
to such Security shall state the portion of the principal amount thereof to be
redeemed. A new Security in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Security. On and after the Redemption Date, interest will cease to
accrue on Securities or portions thereof called for redemption, subject to the
provisions of the Indenture.

     

    
      
        	
                8.

              	 
      	
                Change of Control
  Offer.

              


      

    

     

    Upon the
occurrence of a Change of Control, the Company will be required, as and to the
extent set forth in the Indenture, to offer to purchase all of the outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of repurchase
(subject to the right of Securityholders of record on the relevant record date
to receive interest due on the relevant interest payment date); provided, however, that notwithstanding
the occurrence of a Change of Control, the Company shall not be obligated to
repurchase the Securities pursuant to this paragraph 8 in the event that the
Company have exercised their right to redeem all of the Securities under the
terms of paragraph 6 hereof).

     

    
      
        	
                9.

              	 
      	
                Limitation on Asset
  Sales.

              


      

    

     

    The
Company is, subject to certain conditions, obligated to make an offer to
purchase Securities at 100% of their principal amount, plus accrued and unpaid
interest, if any, thereon to the date of repurchase with certain Net Cash
Proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

     

    
      
        
          	
                  10.

                	 
      	
                  [Reserved].

                
	 
      	 
      	 
      
	
                  11.

                	 
      	
                  Denominations; Transfer;
      Exchange.

                


        

      

    

     

    The
Securities are in registered form, without coupons, in denominations of $2,000
and integral multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities or portions thereof
selected for redemption, except the unredeemed portion of any security being
redeemed in part.

     

    
      
        	
                12.

              	 
      	
                Persons Deemed
  Owners.

              


      

    

     

    The
registered Holder of a Security shall be treated as the owner of it for all
purposes.

     

    
      
        	
                13.

              	 
      	
                Unclaimed
Funds.

              


      

    

     

    If funds
for the payment of principal, premium, if any, or interest remain unclaimed for
two years, the Trustee and the Paying Agent will repay the funds to the Company
at their request. After that, all liability of the Trustee and such Paying Agent
with respect to such funds shall cease.

     

    
      
        	
                14.

              	 
      	
                Discharge Prior to Redemption or
      Maturity.

              


      

    

     

    The
Company and any Guarantor, if any, may be discharged from their obligations
under the Indenture or the Securities and any Guarantee except for certain
provisions thereof, and may be discharged from obligations to comply with
certain covenants contained in the Indenture and the

     

     

    F-6

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    Securities
and any Guarantee, in each case upon satisfaction of certain conditions
specified in the Indenture.

     

    
      
        	
                15.

              	 
      	
                Amendment; Supplement;
    Waiver.

              


      

    

     

    Subject
to certain exceptions, the Indenture and the Securities and any Guarantee may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture, the
Securities and the Guarantees to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities and any Guarantee in
addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not materially
adversely affect the rights of any Holder of a Security.

     

    
      
        	
                16.

              	 
      	
                Restrictive
  Covenants.

              


      

    

     

    The
Indenture contains certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to make restricted payments, to
incur indebtedness, to create liens, to sell assets, to permit restrictions on
dividends and other payments by Restricted Subsidiaries of the Company to the
Company, to consolidate, merge or sell all or substantially all of its assets or
to engage in transactions with affiliates. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.

     

    
      
        	
                17.

              	 
      	
                Defaults and
  Remedies.

              


      

    

     

    If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture. Holders of Securities may not enforce
the Indenture, the Securities or any Guarantee except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture, the Securities
or the Guarantees, unless it has received indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Securities then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Securities notice of certain continuing Defaults or
Events of Default if it determines that withholding notice is in their
interest.

     

    
      
        	
                18.

              	 
      	
                Trustee Dealings with
    Company.

              


      

    

     

    The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the Company,
their Subsidiaries or their respective Affiliates as if it were not the
Trustee.

     

    
      
        	
                19.

              	 
      	
                No Recourse Against
  Others.

              


      

    

     

    No
Affiliate, stockholder, director, officer, employee or limited liability company
member of the Company or any of their Subsidiaries shall have any liability for
any obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

     

     

    F-7

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        	
                20.

              	 
      	
                Authentication.

              


      

    

     

    This
Security shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Security.

     

    
      
        	
                21.

              	 
      	
                Abbreviations and Defined
      Terms.

              


      

    

     

    Customary
abbreviations may be used in the name of a Holder of a Security 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).

     

    
      
        	
                22.

              	 
      	
                Governing
Law.

              


      

    

     

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

     

    
      
        	
                23.

              	 
      	
                CUSIP and ISIN
  Numbers.

              


      

    

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company have caused CUSIP and ISIN numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

     

    
      
        	
                24.

              	 
      	
                Indenture.

              


      

    

     

    Each
Holder, by accepting a Security, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to
time.

     

    The
Company will furnish to any Holder of a Security upon written request and
without charge a copy of the Indenture which has the text of this Security in
larger type. Requests may be made to: Compass Minerals International, Inc., 9900
West 109th Street, Suite 600, Overland Park, KS, 66210, Attn: Chief Financial
Officer.

     

     

    F-8

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    ASSIGNMENT
FORM

     

     

    I or we
assign and transfer this Security to

     

      
        

      

    

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

     

     

      
        

      

    

    (Insert
Social Security or other identifying number of assignee or
transferee)

     

     

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

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	
                Dated:        

              	 
      	
                Signed:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
  Security)

              


      

    

     

    


     

    
      
        	 
      	 
      	 
      
	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the
  Trustee)

              


      

    

     

    F-9

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    OPTION OF
HOLDER TO ELECT PURCHASE

     

     

    If you
want to elect to have this Security purchased by the Company pursuant to Section
4.17 or Section 4.18 of the Indenture, check the appropriate box:

     

    Section
4.17 o     Section 4.18
o

     

    If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.17 or Section 4.18 of the Indenture, state the amount:
$        

     

    
      
        	 
      	 
      	 
      	 
      	 
      
	
                Dated:        

              	 
      	
                Signed:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                (Sign
      exactly as name appears on the other side of this
  Security)

              


      

    

     

    
      
        	 
      	 
      	 
      
	
                Signature
      Guarantee:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor program reasonably acceptable to the
  Trustee)

              


      

    

     

    F-10