EX-4.1






EXHIBIT 4.1




 



 





GRAPHIC PACKAGING INTERNATIONAL, INC.




and




GRAPHIC PACKAGING HOLDING COMPANY,




GRAPHIC PACKAGING CORPORATION

and the other Note Guarantors from time to time parties hereto,

as Note Guarantors




and




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




 






INDENTURE




DATED AS OF JUNE 16, 2009




 






9.50% SENIOR NOTES DUE 2017




 



 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	Section 102. Other Definitions
	 	 	30	 
	Section 103. Rules of Construction
	 	 	31	 
	Section 104. Incorporation by Reference of TIA
	 	 	32	 
	Section 105. Conflict with TIA
	 	 	32	 
	Section 106. Compliance Certificates and Opinions
	 	 	32	 
	Section 107. Form of Documents Delivered to Trustee
	 	 	33	 
	Section 108. Acts of Holders; Record Dates
	 	 	34	 
	Section 109. Notices, etc., to Trustee and Company
	 	 	36	 
	Section 110. Notices to Holders; Waiver
	 	 	36	 
	Section 111. Effect of Headings and Table of Contents
	 	 	36	 
	Section 112. Successors and Assigns
	 	 	37	 
	Section 113. Separability Clause
	 	 	37	 
	Section 114. Benefits of Indenture
	 	 	37	 
	Section 115. GOVERNING LAW
	 	 	37	 
	Section 116. Legal Holidays
	 	 	37	 
	Section 117. No Personal Liability of Directors, Officers, Employees,
Incorporators and Stockholders
	 	 	37	 
	Section 118. Exhibits and Schedules
	 	 	37	 
	Section 119. Counterparts
	 	 	37	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	NOTE FORMS

	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	38	 
	Section 202. Form of Trustee’s Certificate of Authentication
	 	 	39	 
	Section 203. Restrictive and Global Note Legends
	 	 	40	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	THE NOTES

	 
	 	 	 	 
	Section 301. Title and Terms
	 	 	42	 
	Section 302. Denominations
	 	 	42	 
	Section 303. Execution, Authentication and Delivery and Dating
	 	 	42	 
	Section 304. Temporary Notes
	 	 	43	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	43	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Notes
	 	 	44	 
	-i-







 









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 307. Payment of Interest Rights Preserved
	 	 	45	 
	Section 308. Persons Deemed Owners
	 	 	46	 
	Section 309. Cancellation
	 	 	46	 
	Section 310. Computation of Interest
	 	 	46	 
	Section 311. CUSIP Numbers
	 	 	46	 
	Section 312. Book-Entry Provisions for Global Notes
	 	 	46	 
	Section 313. Special Transfer Provisions
	 	 	48	 
	Section 314. Payment of Additional Interest
	 	 	52	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 401. Payment of Principal, Premium and Interest
	 	 	52	 
	Section 402. Maintenance of Office or Agency
	 	 	52	 
	Section 403. Money for Payments To Be Held in Trust
	 	 	53	 
	Section 404. [Reserved]
	 	 	54	 
	Section 405. SEC Reports
	 	 	54	 
	Section 406. Statement as to Default
	 	 	54	 
	Section 407. Limitation on Indebtedness
	 	 	54	 
	Section 408. [Reserved]
	 	 	57	 
	Section 409. Limitation on Restricted Payments
	 	 	57	 
	Section 410. Limitation on Restrictions on Distributions from
Restricted Subsidiaries
	 	 	61	 
	Section 411. Limitation on Sales of Assets and Subsidiary Stock
	 	 	62	 
	Section 412. Limitation on Transactions with Affiliates
	 	 	65	 
	Section 413. Limitation on Liens
	 	 	66	 
	Section 414. Future Note Guarantors
	 	 	67	 
	Section 415. Purchase of Notes Upon a Change in Control
	 	 	67	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 
	Section 501. When the Company May Merge, Etc.
	 	 	68	 
	Section 502. Successor Company Substituted
	 	 	69	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	REMEDIES

	Section 601. Events of Default
	 	 	69	 
	Section 602. Acceleration of Maturity: Rescission and Annulment
	 	 	72	 
	Section 603. Other Remedies; Collection Suit by Trustee
	 	 	72	 
	Section 604. Trustee May File Proofs of Claim
	 	 	72	 
	Section 605. Trustee May Enforce Claims Without Possession of Notes
	 	 	72	 
	 
	 	 	 	 
	-ii-







 









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 606. Application of Money Collected
	 	 	73	 
	Section 607. Limitation on Suits
	 	 	73	 
	Section 608. Unconditional Right of Holders To Receive Principal and Interest
	 	 	74	 
	Section 609. Restoration of Rights and Remedies
	 	 	74	 
	Section 610. Rights and Remedies Cumulative
	 	 	74	 
	Section 611. Delay or Omission Not Waiver
	 	 	74	 
	Section 612. Control by Holders
	 	 	74	 
	Section 613. Waiver of Past Defaults
	 	 	75	 
	Section 614. Undertaking for Costs
	 	 	75	 
	Section 615. Waiver of Stay, Extension or Usury Laws
	 	 	75	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	THE TRUSTEE

	 
	 	 	 	 
	Section 701. Certain Duties and Responsibilities
	 	 	76	 
	Section 702. Notice of Defaults
	 	 	77	 
	Section 703. Certain Rights of Trustee
	 	 	77	 
	Section 704. Not Responsible for Recitals or Issuance of Notes
	 	 	78	 
	Section 705. May Hold Notes
	 	 	78	 
	Section 706. Money Held in Trust
	 	 	78	 
	Section 707. Compensation and Reimbursement
	 	 	79	 
	Section 708. Conflicting Interests
	 	 	79	 
	Section 709. Corporate Trustee Required; Eligibility
	 	 	79	 
	Section 710. Resignation and Removal; Appointment of Successor
	 	 	80	 
	Section 711. Acceptance of Appointment by Successor
	 	 	81	 
	Section 712. Merger, Conversion, Consolidation or Succession to Business
	 	 	81	 
	Section 713. Preferential Collection of Claims Against the Company
	 	 	81	 
	Section 714. Appointment of Authenticating Agent
	 	 	82	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY

	TRUSTEE AND THE COMPANY

	 
	 	 	 	 
	Section 801. The Company To Furnish Trustee Names and Addresses of Holders
	 	 	82	 
	Section 802. Preservation of Information: Communications to Holders
	 	 	82	 
	Section 803. Reports by Trustee
	 	 	83	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT OR WAIVER

	 
	 	 	 	 
	Section 901. Without Consent of Holders
	 	 	83	 
	Section 902. With Consent of Holders
	 	 	83	 
	Section 903. Execution of Amendments, Supplements or Waivers
	 	 	84	 
	 
	 	 	 	 
	-iii-







 









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 904. Revocation and Effect of Consents
	 	 	85	 
	Section 905. Conformity with TIA
	 	 	85	 
	Section 906. Notation on or Exchange of Notes
	 	 	85	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	REDEMPTION OF NOTES

	 
	 	 	 	 
	Section 1001. Right of Redemption
	 	 	86	 
	Section 1002. Applicability of Article
	 	 	87	 
	Section 1003. Election To Redeem; Notice to Trustee
	 	 	87	 
	Section 1004. Selection by Trustee of Notes To Be Redeemed
	 	 	87	 
	Section 1005. Notice of Redemption
	 	 	88	 
	Section 1006. Deposit of Redemption Price
	 	 	89	 
	Section 1007. Notes Payable on Redemption Date
	 	 	89	 
	Section 1008. Notes Redeemed in Part
	 	 	89	 
	 
	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 1101. Satisfaction and Discharge of Indenture
	 	 	90	 
	Section 1102. Application of Trust Money
	 	 	91	 
	 
	 	 	 	 
	ARTICLE XII

	 
	 	 	 	 
	DEFEASANCE OR COVENANT DEFEASANCE

	 
	 	 	 	 
	 
	 	 	 	 
	Section 1201. The Company’s Option To Effect Defeasance or Covenant Defeasance
	 	 	91	 
	Section 1202. Defeasance and Discharge
	 	 	91	 
	Section 1203. Covenant Defeasance
	 	 	92	 
	Section 1204. Conditions to Defeasance or Covenant Defeasance
	 	 	92	 
	Section 1205. Deposited Money and U.S. Government Obligations To Be Held in
Trust; Other Miscellaneous Provisions
	 	 	93	 
	Section 1206. Reinstatement
	 	 	94	 
	Section 1207. Repayment to the Company
	 	 	94	 
	ARTICLE XIII

	 
	 	 	 	 
	NOTE GUARANTEES

	 
	 	 	 	 
	Section 1301. Guarantees Generally
	 	 	94	 
	Section 1302. Continuing Guarantees
	 	 	96	 
	Section 1303. Release of Note Guarantees
	 	 	96	 
	Section 1304. [Reserved]
	 	 	97	 
	 
	 	 	 	 
	-iv-







 









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 1305. Waiver of Subrogation
	 	 	97	 
	Section 1306. Notation Not Required
	 	 	98	 
	Section 1307. Successors and Assigns of Note Guarantors
	 	 	98	 
	Section 1308. Execution and Delivery of Subsidiary Guarantees
	 	 	98	 
	Section 1309. Notices
	 	 	98	 






	 	 	 
	Exhibit A

	 	Form of Note
	Exhibit B

	 	Form of Certificate of Beneficial Ownership
	Exhibit C

	 	Form of Regulation S Certificate
	Exhibit D

	 	Form of Supplemental Indenture
	 
	 	 
	-v-








 









 








Certain Sections of this Indenture relating to Sections 310 through 318

inclusive of the Trust Indenture Act of 1939:




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section	 
	§ 310 (a)(1)
	 	 	709	 
	(a)(2)
	 	 	709	 
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	 	708	 
	§ 311 (a)
	 	 	713	 
	(b)
	 	 	713	 
	(b)(2)
	 	 	803	 
	§ 312 (a)
	 	 	801	 
	 
	 	 	802	 
	(b)
	 	 	802	 
	(c)
	 	 	802	 
	§ 313 (a)
	 	 	803	 
	(b)
	 	 	803	 
	(c)
	 	 	803	 
	(d)
	 	 	803	 
	§ 314 (a)
	 	 	405	 
	(a)(4)
	 	 	106	 
	 
	 	 	406	 
	(b)
	 	Not Applicable
	(c)(1)
	 	 	106	 
	(c)(2)
	 	 	106	 
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	 	106	 
	§ 315 (a)
	 	 	701	 
	(b)
	 	 	702	 
	 
	 	 	803	 
	(c)
	 	 	701	 
	(d)
	 	 	701	 
	(d)(1)
	 	 	701	 
	(d)(2)
	 	 	701	 
	(d)(3)
	 	 	612	 
	(e)
	 	 	614	 
	§ 316 (a)
	 	 	612	 
	 
	 	 	613	 
	(a)(1)(A)
	 	 	602	 
	 
	 	 	612	 
	(a)(1)(B)
	 	 	613	 
	(a)(2)
	 	Not Applicable
	(b)
	 	 	608	 
	(c)
	 	 	104	 
	§ 317 (a)(1)
	 	 	603	 
	(a)(2)
	 	 	604	 
	(b)
	 	 	403	 
	§ 318 (a)
	 	 	107	 








 




			
	This cross-reference table shall not for any purpose be deemed to be part of this Indenture.





 









 





          INDENTURE, dated as of June 16, 2009 (as amended, supplemented or otherwise modified from time
to time, this “Indenture”), among Graphic Packaging International, Inc., a corporation
organized under the laws of the state of Delaware, as issuer, Graphic Packaging Holding Company, a
corporation organized under the laws of Delaware and Graphic Packaging Corporation, a corporation
organized under the laws of Delaware, as Note Guarantors; and U.S. Bank National Association, a
national banking association duly organized and existing under the laws of the United States of
America and having a corporate trust office in Atlanta, Georgia, as Trustee.



RECITALS OF THE COMPANY AND NOTE GUARANTORS




          The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of the Notes. Each Note Guarantor party hereto as of the date hereof has duly
authorized the execution and delivery of this Indenture to provide for its guarantee of the Notes,
as provided in this Indenture. Each Note Guarantor party hereto as of the date hereof has received
good and valuable consideration for its execution and delivery of this Indenture and its guarantee
of the Notes.



          All things necessary to make the Original Notes, when executed and delivered by the Company
and authenticated and delivered by the Trustee hereunder and duly issued by the Company, the valid
several obligations of the Company, and to make this Indenture a valid agreement of the Company and
each Note Guarantor party hereto as of the date hereof, in accordance with the terms of the
Original Notes and this Indenture, have been done.



          NOW, THEREFORE, THIS INDENTURE WITNESSETH:



          For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
it is mutually agreed, for the benefit of all Holders of the Notes, as follows:



ARTICLE
I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          Section 101. Definitions.



          “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such
Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such
Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
Incurred on the date of the related acquisition of assets from any Person or the date the acquired
Person becomes a Subsidiary.



          “Additional Assets” means (i) any property or assets that replace the property or
assets that are the subject of an Asset Disposition; (ii) any property or assets (other than
Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related
Business; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or



 









 







another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a
Restricted Subsidiary acquired from a third party.



          “Additional Notes” means any notes issued under this Indenture in addition to the
Original Notes (other than any Notes issued pursuant to Section 304, 305,
306, 312(c), 312(d) or 1008).



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



          “Asset Disposition” means any sale, lease, transfer or other disposition of shares of
Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the case
of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each
referred to for the purposes of this definition as a “disposition”) by the Company or any
of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or
similar transaction), other than (i) a disposition to the Company or a Restricted Subsidiary, (ii)
a disposition in the ordinary course of business, (iii) the sale or discount (with or without
recourse, and on customary or commercially reasonable terms) of accounts receivable or notes
receivable arising in the ordinary course of business, or the conversion or exchange of accounts
receivable for notes receivable, (iv) any Restricted Payment Transaction, (v) a disposition that is
governed by Article V, (vi) any Financing Disposition, (vii) any “fee in lieu” or other
disposition of assets to any governmental authority or agency that continue in use by the Company
or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title
to such assets upon reasonable notice by paying a nominal fee, (viii) any exchange of like property
pursuant to Section 1031 (or any successor section) of the Code, or any exchange of
equipment to be used in a Related Business, (ix) any financing transaction with respect to property
built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including
without limitation any sale/leaseback transaction or asset securitization, (x) any disposition
arising from foreclosure, condemnation or similar action with respect to any property or other
assets, (xi) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted
Subsidiary, (xii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Company or a Restricted
Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted
Subsidiary acquired its business and assets (having been newly formed in connection with such
acquisition), entered into in connection with such acquisition, (xiii) a disposition of not more
than 5% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the
Board of Directors, or (xiv) any disposition or series of related dispositions for aggregate
consideration not to exceed $5.0 million.



          “Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 714 to act on behalf of the Trustee to authenticate Notes of one or more series.



          “Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date
or thereafter incurred, payable under or in respect of any Credit Facility, including



-2-









 







without limitation principal, premium (if any), interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to the Company or any
Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary
obligations of any nature and all other amounts payable thereunder or in respect thereof.



          “Board of Directors” means the board of directors or other governing body of the
Company or, if the Company is owned or managed by a single entity, the board of directors or other
governing body of such entity, or, in either case, any committee thereof duly authorized to act on
behalf of such board or governing body.



          “Borrowing Base” means the sum (determined as of the end of the most recently ended
fiscal quarter for which consolidated financial statements of the Company are available) of (1) 60%
of Inventory of the Company and its Restricted Subsidiaries and (2) 85% of Receivables of the
Company and its Restricted Subsidiaries.



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



          “Capital Stock” of any Person means any and all shares of, rights to purchase,
warrants or options for, or other equivalents of or interests in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities convertible into such
equity.



          “Capitalized Lease Obligation” means an obligation that is required to be classified
and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP.
The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of
rent or any other amount due under the related lease.



          “Cash Equivalents” means any of the following: (a) securities issued or fully
guaranteed or insured by the United States Government or any agency or instrumentality thereof, (b)
time deposits, certificates of deposit or bankers’ acceptances of (i) any lender under the Senior
Credit Agreement or (ii) any commercial bank having capital and surplus in excess of $500,000,000
and the commercial paper of the holding company of which is rated at least A-1 or the equivalent
thereof by S&P or at least P-1 or the equivalent thereof by Moody’s (or if at such time neither is
issuing ratings, then a comparable rating of another nationally recognized rating agency), (c)
commercial paper rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the
equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable
rating of another nationally recognized rating agency), (d) investments in money market funds
complying with the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the
Investment Company Act of 1940, as amended and (e) investments similar to any of the foregoing
denominated in foreign currencies approved by the Board of Directors.



          “CDR” means Clayton, Dubilier & Rice, Inc.



          “CDR Fund V” means Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman
Islands exempted limited partnership, and any successor in interest thereto.



-3-









 





          “Change of Control” means:




     (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50%
of the total voting power of the Voting Stock of the Company, provided that (x) so long as
the Company is a Subsidiary of Holding, no “person” shall be deemed to be or become a
“beneficial owner” of more than 50% of the total voting power of the Voting Stock of the
Company unless such “person” shall be or become a “beneficial owner” of more than 50% of the
total voting power of the Voting Stock of Holding and (y) any Voting Stock of which any
Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting
Stock of which any such “person” is the beneficial owner;




     (ii) the Company merges or consolidates with or into, or sells or transfers (in one or
a series of related transactions) all or substantially all of the assets of the Company and
its Restricted Subsidiaries to, another Person (other than one or more Permitted Holders)
and any “person” (as defined in clause (i) above), other than one or more Permitted Holders,
Holding or GPC, is or becomes the “beneficial owner” (as so defined), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of the surviving
Person in such merger or consolidation, or the transferee Person in such sale or transfer of
assets, as the case may be, provided that (x) so long as such surviving or transferee Person
is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a
“beneficial owner” of more than 50% of the total voting power of the Voting Stock of such
surviving or transferee Person unless such “person” shall be or become a “beneficial owner”
of more than 50% of the total voting power of the Voting Stock of such parent Person and (y)
any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any
case be included in any Voting Stock of which any such “person” is the beneficial owner; or




     (iii) during any period of two consecutive years (during which period the Company has
been a party to this Indenture), individuals who at the beginning of such period were
members of the board of directors of the Company or Holding (together with any new members
thereof whose election by such board of directors or whose nomination for election by
holders of Capital Stock of the Company or Holding was approved by one or more Permitted
Holders or by a vote of a majority of the members of such board of directors then still in
office who were either members thereof at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to constitute a
majority of such board of directors then in office.



          “Clearstream” means Clearstream Banking, société anonyme, or any successor securities
clearing agency.



          “Code” means the Internal Revenue Code of 1986, as amended.



-4-









 





          “Commodities Agreements” means, in respect of a Person, any commodity futures
contract, forward contract, option or similar agreement or arrangement (including derivative
agreements or arrangements), as to which such Person is a party or beneficiary.



          “Company” means Graphic Packaging International, Inc., a Delaware corporation, and any
successor in interest thereto.



          “Company Request,” and “Company Order” mean, respectively, a written request,
order or consent signed in the name of the Company by an Officer of the Company.



          “Consolidated Coverage Ratio” as of any date of determination means the ratio of (i)
the aggregate amount of Consolidated EBITDA of the Company and its Restricted Subsidiaries for the
period of the most recent four consecutive fiscal quarters ending prior to the date of such
determination for which consolidated financial statements of the Company are available to (ii)
Consolidated Interest Expense for such four fiscal quarters; provided that




     (1) if since the beginning of such period the Company or any Restricted Subsidiary has
Incurred any Indebtedness that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an
Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to such Indebtedness as
if such Indebtedness had been Incurred on the first day of such period (except that in
making such computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation shall be computed based on (A) the average daily
balance of such Indebtedness during such four fiscal quarters or such shorter period for
which such facility was outstanding or (B) if such facility was created after the end of
such four fiscal quarters, the average daily balance of such Indebtedness during the period
from the date of creation of such facility to the date of such calculation),




     (2) if since the beginning of such period the Company or any Restricted Subsidiary has
repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any
Indebtedness that is no longer outstanding on such date of determination (each, a
“Discharge”) or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than
Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been
permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had
occurred on the first day of such period,




     (3) if since the beginning of such period the Company or any Restricted Subsidiary
shall have disposed of any company, any business or any group of assets constituting an
operating unit of a business (any such disposition, a “Sale”), the Consolidated
EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such period or
increased by an amount equal to the Consolidated EBITDA (if negative) attributable



-5-









 







thereto for such period and Consolidated Interest Expense for such period shall
be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged with respect to the Company and its
continuing Restricted Subsidiaries in connection with such Sale for such period (including
through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock
of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period
attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and
its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such
Sale,




     (4) if since the beginning of such period the Company or any Restricted Subsidiary (by
merger, consolidation or otherwise) shall have made an Investment in any Person that thereby
becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any
group of assets constituting an operating unit of a business, including any such Investment
or acquisition occurring in connection with a transaction causing a calculation to be made
hereunder (any such Investment or acquisition, a “Purchase”), Consolidated EBITDA
and Consolidated Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase
occurred on the first day of such period, and




     (5) if since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Company or any Restricted Subsidiary, and since
the beginning of such period such Person shall have Discharged any Indebtedness or made any
Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4)
above if made by the Company or a Restricted Subsidiary during such period, Consolidated
EBITDA and Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of
such period.



          For purposes of this definition, whenever pro forma effect is to be given to any Sale,
Purchase or other transaction, or the amount of income or earnings relating thereto and the amount
of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro
forma calculations in respect thereof (including in respect of anticipated cost savings or
synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good
faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest expense on such
Indebtedness shall be calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate Agreement applicable
to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Restricted
Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered
rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated by applying such optional rate as the
Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro
forma effect was Incurred under a revolving credit facility, the interest
expense on



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such Indebtedness shall be computed based upon the average daily balance of such
Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be
deemed to accrue at an interest rate determined in good faith by a responsible financial or
accounting Officer of the Company to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP.



          “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such
period, plus the following to the extent deducted in calculating such Consolidated Net Income: (i)
provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or
capital, (ii) Consolidated Interest Expense and any Receivables Fees, (iii) depreciation,
amortization (including amortization of goodwill and intangibles and amortization and write-off of
financing costs) and all other non-cash charges or non-cash losses, (iv) any expenses or charges
related to any Equity Offering, Investment or Indebtedness permitted by this Indenture (whether or
not consummated or incurred) and (v) the amount of any minority interest expense.



          “Consolidated Interest Expense” means, for any period, (i) the total interest expense
of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated
Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including
any such interest expense consisting of (a) interest expense attributable to Capitalized Lease
Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of any
other Person that has been Guaranteed by the Company or any Restricted Subsidiary, but only to the
extent that such interest is actually paid by the Company or any Restricted Subsidiary, (d)
non-cash interest expense, (e) the interest portion of any deferred payment obligation and (f)
commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of
Disqualified Stock of the Company held by Persons other than the Company or a Restricted Subsidiary
and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i)
above, Receivables Fees and amortization or write-off of financing costs, in each case under
clauses (i) through (iii) as determined on a Consolidated basis in accordance with GAAP; provided
that gross interest expense shall be determined after giving effect to any net payments made or
received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements.



          “Consolidated Net Income” means, for any period, the net income (loss) of the Company
and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP and
before any reduction in respect of Preferred Stock dividends; provided that there shall not be
included in such Consolidated Net Income:




     (i) any net income (loss) of any Person if such Person is not a Restricted Subsidiary,
except that (A) subject to the limitations contained in clause (iii) below, the Company’s
equity in the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount actually distributed by such Person
during such period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company’s



-7-









 







equity in the net loss of such Person shall be included to the extent of the aggregate
Investment of the Company or any of its Restricted Subsidiaries in such Person,




     (ii) any net income (loss) of any Restricted Subsidiary that is not a Note Guarantor if
such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the
payment of dividends or the making of similar distributions by such Restricted Subsidiary,
directly or indirectly, to the Company by operation of the terms of such Restricted
Subsidiary’s charter or any agreement, instrument, judgment decree, order, statute or
governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders
(other than (x) restrictions that have been waived or otherwise released, (y) restrictions
pursuant to the Existing Notes, the Notes, the Existing Indentures or this Indenture and (z)
restrictions in effect on the Issue Date with respect to a Restricted Subsidiary and other
restrictions with respect to such Restricted Subsidiary that taken as a whole are not
materially less favorable to the Holders than such restrictions in effect on the Issue
Date), except that (A) subject to the limitations contained in clause (iii) below, the
Company’s equity in the net income of any such Restricted Subsidiary for such period shall
be included in such Consolidated Net Income up to the aggregate amount of any dividend or
distribution that was or that could have been made by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary (subject, in the case of a dividend
that could have been made to another Restricted Subsidiary, to the limitation contained in
this clause) and (B) the net loss of such Restricted Subsidiary shall be included to the
extent of the aggregate Investment of the Company or any of its other Restricted
Subsidiaries in such Restricted Subsidiary,




     (iii) any gain or loss realized upon the sale or other disposition of any asset of the
Company or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction)
that is not sold or otherwise disposed of in the ordinary course of business (as determined
in good faith by the Board of Directors),




     (iv) any item classified as an extraordinary, unusual or nonrecurring gain, loss or
charge (including fees, expenses and charges associated with the Transactions and any
acquisition, merger or consolidation after the Issue Date),




     (v) the cumulative effect of a change in accounting principles,




     (vi) all deferred financing costs written off and premiums paid in connection with any
early extinguishment of Indebtedness,




     (vii) any unrealized gains or losses in respect of Currency Agreements,




     (viii) any unrealized foreign currency transaction gains or losses in respect of
Indebtedness of any Person denominated in a currency other than the functional currency of
such Person,




     (ix) any non-cash compensation charge arising from any grant of stock, stock options or
other equity based awards, and



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     (x) to the extent otherwise included in Consolidated Net Income, any unrealized foreign
currency translation or transaction gains or losses in respect of Indebtedness or other
obligations of the Company or any Restricted Subsidiary owing to the Company or any
Restricted Subsidiary.



          In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated
Net Income pursuant to clause (iv) above in any determination thereof, the Company will deliver an
Officer’s Certificate to the Trustee promptly after the date on which Consolidated Net Income is so
determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or
charge. Notwithstanding the foregoing, for the purpose of Section 409(a)(iii)(A) only,
there shall be excluded from Consolidated Net Income, without duplication, any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers are
applied by the Company to increase the amount of Restricted Payments permitted under Section
409(a)(iii)(C) or (D).



          “Consolidated Tangible Assets” means, as of any date of determination, the total
assets less the total intangible assets (including, without limitation, goodwill), in each case
shown on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the
most recent date for which such a balance sheet is available, determined on a consolidated basis in
accordance with GAAP (and, in the case of any determination relating to any Incurrence of
Indebtedness or any Investment, on a pro forma basis including any property or assets being
acquired in connection therewith); provided that for purposes of Section 407(b),
Section 411 and the definition of “Permitted Investment,” Consolidated Tangible Assets
shall not be less than $2,409.0 million.



          “Consolidation” means the consolidation of the accounts of each of the Restricted
Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will
not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the
Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an
investment. The term “Consolidated” has a correlative meaning.



          “Coors Stockholders” means (i) Adolph Coors, Jr. Trust dated September 12, 1969;
Augusta Coors Collbran Trust dated July 5, 1946; Bertha Coors Munroe Trust dated July 5, 1946;
Grover C. Coors Trust dated August 7, 1952; Herman F. Coors Trust dated July 5, 1946; Janet H.
Coors Irrevocable Trust FBO Frances M. Baker dated July 27, 1976; Janet H. Coors Irrevocable Trust
FBO Frank E. Ferrin dated July 27, 1976; Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin
dated July 27, 1976; Joseph Coors Trust dated December 14, 1988; Louise Coors Porter Trust dated
July 5, 1946; May Kistler Coors Trust dated September 24, 1965; and Adolph Coors Foundation; (ii) a
spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor,
administrator, testamentary trustee, lifetime trustee or legatee of Adolph Coors, Jr. or the
Persons named in clause (i) above; (iii) any trust, the primary beneficiaries of which are named in
clause (i) or (ii) above; (iv) the trustees or any Affiliates of any trust named in clause (i) or
(iii) above; (v) the beneficiary or beneficiaries authorized or entitled to receive distributions
from any trust named in clause (i) or (iii) above; or (vi) any corporation, limited liability
company or partnership, the stockholders, members or general or limited partners



-9-









 







of
which include only the Persons named in clause (i) or (ii) above; and any of their respective
successors in interest.



          “Corporate Trust Office” means the office of the Trustee in the County of Fulton, the
City of Atlanta, at which at any particular time its corporate trust business shall be
administered, which office on the Issue Date is located at 1349 W. Peachtree Street, NW, Two
Midtown Plaza, Suite 1050, Atlanta Georgia 30309, Attn: Muriel Shaw.



          “Credit Facilities” means one or more of (i) the Senior Credit Facility and (ii) other
facilities or arrangements designated by the Company, in each case with one or more banks or other
institutions providing for revolving credit loans, term loans, receivables financings (including
through the sale of receivables to such institutions or to special purpose entities formed to
borrow from such institutions against such receivables), letters of credit or other Indebtedness,
in each case, including all agreements, instruments and documents executed and delivered pursuant
to or in connection with any of the foregoing, including any notes and letters of credit issued
pursuant thereto and any guarantee and collateral agreement, patent and trademark security
agreement, mortgages or letter of credit applications and other guarantees, pledge agreements,
security agreements and collateral documents, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole
or in part, whether with the original banks or other institutions or other banks or other
institutions or otherwise, and whether provided under any original Credit Facility or one or more
other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise).
Without limiting the generality of the foregoing, the term “Credit Facility” shall include any
agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated
thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii)
increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or
(iv) otherwise altering the terms and conditions thereof.



          “Currency Agreement” means, in respect of a Person, any foreign exchange contract,
currency swap agreement or other similar agreement or arrangements (including derivative agreements
or arrangements), as to which such Person is a party or a beneficiary.



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



          “Depositary” means The Depository Trust Company, its nominees and successors.



          “Designated Non-Cash Consideration” means the Fair Market Value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in connection with an
Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an
Officer’s Certificate, setting forth the basis of such valuation.



          “Disinterested Director” means, with respect to any Affiliate Transaction, a member of
the Board of Directors having no material direct or indirect financial interest in or with respect
to such Affiliate Transaction. A member of the Board of Directors shall not be deemed



-10-









 







to have such a financial interest by reason of such member’s holding Capital Stock of the
Company or Holding or any options, warrants or other rights in respect of such Capital Stock.



          “Disqualified Stock” means, with respect to any Person, any Capital Stock (other than
Management Stock) that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable or exercisable) or upon the happening of any event (other than
following the occurrence of a Change of Control or other similar event described under such terms
as a “change of control,” or an Asset Disposition) (i) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof
(other than following the occurrence of a Change of Control or other similar event described under
such terms as a “change of control,” or an Asset Disposition), in whole or in part, in each case on
or prior to the final Stated Maturity of the Notes.



          “Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a
Foreign Subsidiary.



          “Equity Agreements” means, collectively, (1) the Stockholders Agreement, dated as of
July 9, 2007, among Holding, the Coors Stockholders, CDR Fund V, EXOR Group S.A., Field Holdings,
Inc., and the TPG Entities, (2) the Registration Rights Agreement, dated as of July 9, 2007, among
Holding, the Coors Stockholders, CDR Fund V, EXOR Group S.A. Field Holdings, Inc., the TPG
Entities, and the other stockholders of Holding party thereto, and (3) the Indemnification
Agreement, dated as of March 27, 1996, among the Company, Holding, GPC, CDR and CDR Fund V, in each
case as may be amended, supplemented, waived or otherwise modified from time to time in accordance
with the terms thereof and of this Indenture.



          “Equity Offering” means a sale of Capital Stock (x) that is a sale of Capital Stock
(other than Disqualified Stock) of the Company, or (y) proceeds of which in an amount equal to or
exceeding the Redemption Amount are contributed to the Company or any of its Restricted
Subsidiaries.



          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
any successor securities clearing agency.



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



          “Exchange Notes” means the Company’s 9.50% Senior Notes Due 2017, containing terms
identical in all material respects to the Initial Notes or any Initial Additional Notes (except
that (i) such Exchange Notes may omit terms with respect to transfer restrictions and may be
registered under the Securities Act, and (ii) certain provisions relating to an increase in the
stated rate of interest thereon may be eliminated), that are issued and exchanged for (a) the
Initial Notes, as provided for in a registration rights agreement relating to such Initial Notes
and this Indenture, or (b) such Initial Additional Notes as may be provided in any registration
rights agreement relating to such Additional Notes and this Indenture (including any amendment or
supplement hereto).



-11-









 





          “Excluded Contribution” means Net Cash Proceeds, or the Fair Market Value of property
or assets, received by the Company as capital contributions to the Company after the Issue Date or
from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than
Disqualified Stock) of the Company, in each case to the extent designated as an Excluded
Contribution pursuant to an Officer’s Certificate of the Company and not previously included in the
calculation set forth in Section 409(a)(iii)(B)(x) for purposes of determining whether a
Restricted Payment may be made.



          “Existing Indentures” means (a) the Indenture dated as of August 8, 2003 among the
Company, Wells Fargo Bank, National Association, as Trustee, and the other parties thereto relating
to the Existing Senior Notes and (b) the Indenture dated as of August 8, 2003 among the Company,
Wells Fargo Bank, National Association, as Trustee, and the other parties thereto relating to the
Existing Senior Subordinated Notes.



          “Existing Notes” means the Existing Senior Notes and the Existing Senior Subordinated
Notes.



          “Existing Senior Notes” means the Company’s 8.50% Senior Notes due 2011 outstanding on
the Issue Date.



          “Existing Senior Subordinated Notes” means the Company’s 9.50% Senior Subordinated
Notes due 2013 outstanding on the Issue Date.



          “Fair Market Value” means, with respect to any asset or property, the fair market
value of such asset or property as determined in good faith by the Board of Directors, whose
determination will be conclusive.



          “Financing Disposition” means any sale, transfer, conveyance or other disposition of
property or assets by the Company or any Subsidiary thereof to any Receivables Entity, or by any
Receivables Subsidiary, in each case in connection with the Incurrence by a Receivables Entity of
Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured
by a Lien in respect of such property or assets.



          “Foreign Subsidiary” means (a) any Restricted Subsidiary of the Company that is not
organized under the laws of the United States of America or any state thereof or the District of
Columbia and (b) any Restricted Subsidiary of the Company that has no material assets other than
securities of one or more Foreign Subsidiaries, and other assets relating to an ownership interest
in any such securities or Subsidiaries.



          “GAAP” means generally accepted accounting principles in the United States of America
as in effect on the Issue Date (for purposes of the definitions of the terms “Consolidated Coverage
Ratio,” “Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Income” and
“Consolidated Tangible Assets,” all defined terms in this Indenture to the extent used in or
relating to any of the foregoing definitions, and all ratios and computations based on any of the
foregoing definitions) and as in effect from time to time (for all other purposes of this
Indenture), including those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and



-12-









 







pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession. All ratios and
computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.



          “GPC” means Graphic Packaging Corporation, a Delaware corporation, and any successor
in interest thereto.



          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the
term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.



          “Guarantor Subordinated Obligations” means, with respect to a Note Guarantor, any
Indebtedness of such Note Guarantor (whether outstanding on the Issue Date or thereafter Incurred)
that is expressly subordinated in right of payment to the obligations of such Note Guarantor under
its Note Guarantee pursuant to a written agreement.



          “Hedging Obligations” of any Person means the obligations of such Person pursuant to
any Interest Rate Agreement, Currency Agreement or Commodities Agreement.



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



          “Holding” means Graphic Packaging Holding Company, a Delaware corporation, and any
successor in interest thereto.



          “Holding Expenses” means (i) costs (including all professional fees and expenses)
incurred by Holding or GPC in connection with its reporting obligations under, or in connection
with compliance with, applicable laws or applicable rules of any governmental, regulatory or
self-regulatory body or stock exchange, this Indenture or any other agreement or instrument
relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any
reports filed with respect to the Securities Act, Exchange Act or the respective rules and
regulations promulgated thereunder, (ii) expenses incurred by GPC or Holding in connection with the
acquisition, development, maintenance, ownership, prosecution, protection and defense of its
intellectual property and associated rights (including but not limited to trademarks, service
marks, trade names, trade dress, patents, copyrights and similar rights, including registrations
and registration or renewal applications in respect thereof, inventions, processes, designs,
formulae, trade secrets, know-how, confidential information, computer software, data and
documentation, and any other intellectual property rights; and licenses of any of the foregoing) to
the extent such intellectual property and associated rights relate to the business of the Company
or any of its Subsidiaries, (iii) indemnification obligations of Holding or GPC owing to directors,
officers, employees or other Persons under its charter or by-laws or pursuant to written agreements
with any such Person, or obligations in respect of director and officer insurance (including
premiums therefor), (iv) other operational expenses of Holding or GPC incurred in the ordinary
course of business, and (v) fees and expenses incurred by Holding or GPC in connection with any
offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended
to be



-13-









 







received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a
prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so
received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such
offering so long as Holding or GPC shall cause the amount of such expenses to be repaid to the
Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if
completed.



          “Incur” means issue, assume, enter into any Guarantee of, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the
time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of
interest, the accretion of accreted value and the payment of interest in the form of additional
Indebtedness will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a
discount (including Indebtedness on which interest is payable through the issuance of additional
Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the
initial accreted amount thereof.



          “Indebtedness” means, with respect to any Person on any date of determination (without
duplication):




     (i) the principal of indebtedness of such Person for borrowed money,




     (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments,




     (iii) all reimbursement obligations of such Person in respect of letters of credit or
other similar instruments (the amount of such obligations being equal at any time to the
aggregate then undrawn and unexpired amount of such letters of credit or other instruments
plus the aggregate amount of drawings thereunder that have not then been reimbursed),




     (iv) all obligations of such Person to pay the deferred and unpaid purchase price of
property (except Trade Payables), which purchase price is due more than one year after the
date of placing such property in final service or taking final delivery and title thereto,




     (v) all Capitalized Lease Obligations of such Person,




     (vi) the redemption, repayment or other repurchase amount of such Person with respect
to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Company
other than a Note Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each
case, any accrued dividends (the amount of such obligation to be equal at any time to the
maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock,
or if less (or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance with the terms
thereof as if then redeemed, repaid or repurchased, and if such price is based upon or
measured by the fair market value of such Capital Stock, such fair market



-14-









 







value shall be as determined in good faith by the Board of Directors or the board of
directors or other governing body of the issuer of such Capital Stock),




     (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided that the amount of
Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset
at such date of determination (as determined in good faith by the Company) and (B) the
amount of such Indebtedness of such other Persons,




     (viii) all Guarantees by such Person of Indebtedness of other Persons, to the extent so
Guaranteed by such Person, and




     (ix) to the extent not otherwise included in this definition, net Hedging Obligations
of such Person (the amount of any such obligation to be equal at any time to the termination
value of such agreement or arrangement giving rise to such Hedging Obligation that would be
payable by such Person at such time).



          The amount of Indebtedness of any Person at any date shall be determined as set forth above or
otherwise provided in this Indenture, or otherwise shall equal the amount thereof that would appear
on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP.



          “Initial Additional Notes” means Additional Notes issued in an offering not registered
under the Securities Act (and any Notes issued in respect thereof pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008).



          “Initial Notes” means the Company’s 9.50% Senior Notes Due 2017, issued on the Issue
Date (and any Notes issued in respect thereof pursuant to Section 304, 305,
306, 312(c), 312(d) or 1008).



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



          “interest” with respect to the Notes, means interest on the Notes and, except for
purposes of Article 9, additional interest or special interest pursuant to the terms of any
Note.



          “Interest Payment Date” means, when used with respect to any Note and any installment
of interest thereon, the date specified in such Note as the fixed date on which such installment of
interest is due and payable, as set forth in such Note.



          “Interest Rate Agreement” means, with respect to any Person, any interest rate
protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar
agreement, hedge agreement or other similar agreement or arrangement (including derivative
agreements or arrangements), as to which such Person is party or a beneficiary.



-15-









 





          “Inventory” means goods held for sale or lease by a Person in the ordinary course of
business, net of any reserve for goods that have been segregated by such Person to be returned to
the applicable vendor for credit, as determined in accordance with GAAP.



          “Investment” in any Person by any other Person means any direct or indirect advance,
loan or other extension of credit (other than to customers, suppliers, directors, officers or
employees of any Person in the ordinary course of business) or capital contribution (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) to, or any purchase or acquisition of Capital Stock, Indebtedness or
other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted
Subsidiary” and Section 409 only, (i) “Investment” shall include the portion (proportionate
to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of
any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary, provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary
in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time
of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such
redesignation, (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value at the time of such transfer, and (iii) in each case under clause (i) or
(ii) above, fair market value shall be as determined in good faith by the Board of Directors.
Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any
time shall be the original cost of such Investment, reduced (at the Company’s option) by any
dividend, distribution, interest payment, return of capital, repayment or other amount or value
received in respect of such Investment; provided, that to the extent that the amount of Restricted
Payments outstanding at any time is so reduced by any portion of any such amount or value that
would otherwise be included in the calculation of Consolidated Net Income, such portion of such
amount or value shall not be so included for purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 409(a).



          “Investors” means CDR Fund V, EXOR Group S.A., Field Holdings, Inc., the Coors
Stockholders, the TPG Entities and any of their respective successors in interest.



          “Issue Date” means June 16, 2009, the date on which Initial Notes were issued.



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



          “Management Advances” means (1) loans or advances made to directors, officers or
employees of GPC, the Company or any Restricted Subsidiary (x) in respect of travel, entertainment
or moving-related expenses incurred in the ordinary course of business, (y) in respect of
moving-related expenses incurred in connection with any closing or consolidation of any facility,
or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $5.0
million in the aggregate outstanding at any time, (2) promissory notes of Management Investors
acquired in connection with the issuance of Management Stock to such Management Investors, (3)
Management Guarantees, or (4) other Guarantees of borrowings by Management Investors in



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connection with the purchase of Management Stock, which Guarantees are permitted under
Section 407.



          “Management Guarantees” means guarantees (x) of up to an aggregate principal amount of
$10.0 million of borrowings by Management Investors in connection with their purchase of Management
Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers or
employees of GPC, Holding, the Company or any Restricted Subsidiary (1) in respect of travel,
entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in
the ordinary course of business and (in the case of this clause (2)) not exceeding $5.0 million in
the aggregate outstanding at any time.



          “Management Investors” means the officers, directors, employees and other members of
the management of Holding, GPC, the Company or any of their respective Subsidiaries, or family
members or relatives thereof, or trusts or partnerships for the benefit of any of the foregoing, or
any of their heirs, executors, successors and legal representatives, who at any date beneficially
own or have the right to acquire, directly or indirectly, Capital Stock of the Company, Holding or
GPC.



          “Management Stock” means Capital Stock of the Company or GPC (including any options,
warrants or other rights in respect thereof) held by any of the Management Investors.



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



          “Net Available Cash” from an Asset Disposition means cash payments received (including
any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such Asset Disposition or
received in any other non-cash form) therefrom, in each case net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a
consequence of such Asset Disposition (including as a consequence of any transfer of funds in
connection with the application thereof in accordance with Section 411), (ii) all payments
made, and all installment payments required to be made, on any Indebtedness that is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such
assets, or that must by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii)
all distributions and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other
than the Company or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of
in such Asset Disposition and (iv) any liabilities or obligations associated with the assets
disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition, including pension and other post- employment benefit liabilities,
liabilities related to environmental matters, and liabilities relating to any indemnification
obligations associated with such Asset Disposition.



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          “Net Cash Proceeds,” with respect to any issuance or sale of any securities of the
Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution, means the
cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance, sale or contribution and net of
taxes paid or payable as a result thereof.



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



          “Note Guarantee” means a Parent Guarantee or a Subsidiary Guarantee.



          “Note Guarantor” means a Parent Guarantor or a Subsidiary Guarantor.



          “Notes” means the Initial Notes, any Additional Notes, the Exchange Notes and any
notes issued in respect thereof pursuant to Section 304, 305, 306,
312(c), 312(d) or 1008.



          “Officer” means, with respect to the Company or any other obligor upon the Notes, the
Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any
Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such
Person is owned or managed by a single entity, of such entity (or any other individual designated
as an “Officer” for the purposes of this Indenture by the Board of Directors).



          “Officer’s Certificate” means, with respect to the Company or any other obligor upon
the Notes, a certificate signed by one Officer of such Person.



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



          “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange
therefor.



          “Outstanding” when used with respect to Notes means, as of the date of determination,
all Notes theretofore authenticated and delivered under this Indenture, except:




     (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Notes for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such
Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the
Trustee has been made; and




     (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture.



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          A Note does not cease to be Outstanding because the Company or any Affiliate of the Company
holds the Note, provided that in determining whether the Holders of the requisite amount of
Outstanding Notes have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any Affiliate of the Company shall be disregarded
and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such request, demand, authorization, direction, notice,
consent or waiver, only Notes which the Trustee actually knows are so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s right to act
with respect to such Notes and that the pledgee is not the Company or an Affiliate of the Company.



          “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Notes on behalf of the Company; provided that neither the
Company nor any of its Affiliates shall act as Paying Agent for purposes of Section 1102 or
Section 1205. The Trustee will initially act as Paying Agent for the Notes.



          “Permitted Holder” means any of the following: (i) any of the Investors, Management
Investors, CDR, the TPG Entities and their respective Affiliates; (ii) any investment fund or
vehicle managed, sponsored or advised by CDR, TPG or any Investor or Affiliate thereof, and any
Affiliate of or successor to any such investment fund or vehicle; and (iii) any Person acting in
the capacity of an underwriter in connection with a public or private offering of Capital Stock of
Holding or the Company.



          “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary
in, or consisting of, any of the following:




     (i) a Restricted Subsidiary, the Company, or a Person that will, upon the making of
such Investment, become a Restricted Subsidiary;




     (ii) another Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its assets to,
or is liquidated into, the Company or a Restricted Subsidiary;




     (iii) Temporary Cash Investments or Cash Equivalents;




     (iv) receivables owing to the Company or any Restricted Subsidiary, if created or
acquired in the ordinary course of business;




     (v) any securities or other Investments received as consideration in, or retained in
connection with, sales or other dispositions of property or assets, including Asset
Dispositions made in compliance with Section 411;




     (vi) securities or other Investments received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted Subsidiary, or as a
result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of



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judgments, including in connection with any bankruptcy proceeding or other reorganization of
another Person;




     (vii) Investments in existence or made pursuant to legally binding written commitments
in existence on the Issue Date;




     (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and
related Hedging Obligations, which obligations are Incurred in compliance with Section
407;




     (ix) pledges or deposits (x) with respect to leases or utilities provided to third
parties in the ordinary course of business or (y) otherwise described in the definition of
“Permitted Liens” or made in connection with Liens permitted under Section 413;




     (x) (1) Investments in any Receivables Subsidiary, or in connection with a Financing
Disposition by or to any Receivables Entity, including Investments of funds held in accounts
permitted or required by the arrangements governing such Financing Disposition or any
related Indebtedness, or (2) any promissory note issued by the Company, GPC or Holding,
provided that if Holding or GPC receives cash from the relevant Receivables Entity in
exchange for such note, an equal cash amount is contributed by Holding or GPC to the
Company;




     (xi) bonds secured by assets leased to and operated by the Company or any Restricted
Subsidiary that were issued in connection with the financing of such assets so long as the
Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a
nominal fee, canceling such bonds and terminating the transaction;




     (xii) Notes;




     (xiii) any Investment to the extent made using Capital Stock of the Company (other than
Disqualified Stock), or Capital Stock of Holding or GPC, as consideration;




     (xiv) Management Advances; and




     (xv) other Investments in an aggregate amount outstanding at any time not to exceed 5%
of Consolidated Tangible Assets.



          “Permitted Liens” means:




     (i) Liens for taxes, assessments or other governmental charges not yet delinquent or
the nonpayment of which in the aggregate would not reasonably be expected to have a material
adverse effect on the Company and its Restricted Subsidiaries or that are being contested in
good faith and by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Company or a Subsidiary thereof, as the case may be, in
accordance with GAAP;



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     (ii) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or
other like Liens arising in the ordinary course of business in respect of obligations that
are not overdue for a period of more than 60 days or that are bonded or that are being
contested in good faith and by appropriate proceedings;




     (iii) pledges, deposits or Liens in connection with workers’ compensation, unemployment
insurance and other social security and other similar legislation or other insurance-related
obligations (including pledges or deposits securing liability to insurance carriers under
insurance or self-insurance arrangements);




     (iv) pledges, deposits or Liens to secure the performance of bids, tenders, trade,
government or other contracts (other than for borrowed money), obligations for utilities,
leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or
performance bonds, other similar bonds, instruments or obligations, and other obligations of
a like nature incurred in the ordinary course of business;




     (v) easements (including reciprocal easement agreements), rights-of-way, building,
zoning and similar restrictions, utility agreements, covenants, reservations, restrictions,
encroachments, charges, and other similar encumbrances or title defects incurred, or leases
or subleases granted to others, in the ordinary course of business, which do not in the
aggregate materially interfere with the ordinary conduct of the business of the Company and
its Subsidiaries, taken as a whole;




     (vi) Liens existing on, or provided for under written arrangements existing on, the
Issue Date, or (in the case of any such Liens securing Indebtedness of the Company or any of
its Subsidiaries existing or arising under written arrangements existing on the Issue Date)
securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien
securing such Refinancing Indebtedness is limited to all or part of the same property or
assets (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements could secure) the original
Indebtedness;




     (vii) (a) mortgages, liens, security interests, restrictions, encumbrances or any other
matters of record that have been placed by any developer, landlord or other third party on
property over which the Company or any Restricted Subsidiary of the Company has easement
rights or on any leased property and subordination or similar agreements relating thereto
and (b) any condemnation or eminent domain proceedings affecting any real property;




     (viii) Liens securing Hedging Obligations, Purchase Money Obligations or Capitalized
Lease Obligations Incurred in compliance with Section 407;




     (ix) Liens arising out of judgments, decrees, orders or awards in respect of which the
Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal
or proceedings shall not have been finally terminated, or if the period within which such
appeal or proceedings may be initiated shall not have expired;



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     (x) Leases, subleases, licenses or sublicenses to third parties;




     (xi) Liens securing (1) Indebtedness Incurred in compliance with Section
407(b)(i), Section 407(b)(iv), Section 407(b)(vii), Section
407(b)(viii)(e), Section 407(b)(x), Section 407(b)(xi), or Section
407(b)(iii) (other than Refinancing Indebtedness Incurred in respect of Indebtedness
described in Section 407(a)), (2) Bank Indebtedness, (3) the Existing Notes (but
only to the extent the Notes are secured equally and ratably with the Existing Notes) and
the Notes, (4) Indebtedness of any Restricted Subsidiary that is not a Note Guarantor, (5)
Indebtedness or other obligations of any Receivables Entity or (6) obligations in respect of
Management Advances or Management Guarantees;




     (xii) Liens existing on property or assets of a Person at the time such Person becomes
a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires
such property or assets, including any acquisition by means of a merger or consolidation
with or into the Company or any Restricted Subsidiary); provided, however, that such Liens
are not created in connection with, or in contemplation of, such other Person becoming such
a Subsidiary (or such acquisition of such property or assets), and that such Liens are
limited to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which such Liens arose, could secure) the obligations to which
such Liens relate;




     (xiii) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that
secure Indebtedness or other obligations of such Unrestricted Subsidiary;




     (xiv) any encumbrance or restriction (including put and call agreements) with respect
to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture
or similar agreement;




     (xv) Liens securing Refinancing Indebtedness Incurred in respect of any Indebtedness
secured by, or securing any refinancing, refunding, extension, renewal or replacement (in
whole or in part) of any other obligation secured by, any other Permitted Liens, provided
that any such new Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien arose, could
secure) the obligations to which such Liens relate; and




     (xvi) Liens (a) arising by operation of law (or by agreement to the same effect) in the
ordinary course of business, (b) on property or assets under construction (and related
rights) in favor of a contractor or developer or arising from progress or partial payments
by a third party relating to such property or assets, (c) on receivables (including related
rights), (d) on cash set aside at the time of the incurrence of any Indebtedness or
government securities purchased with such cash, in either case to the extent that such cash
or government securities prefund the payment of interest on such Indebtedness and are held
in an escrow account or similar arrangement to be applied for such purpose, (e) securing or
arising by reason of any netting or set-off arrangement entered into in the ordinary course
of banking or other trading activities, (f) in favor of the Company or any



-22-









 







Subsidiary (other than Liens on property or assets of the Company in favor of any
Subsidiary that is not a Note Guarantor) or (g) arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered into in the
ordinary course of business.



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



          “Place of Payment” means a city or any political subdivision thereof referred to in
Article 3 and initially designated under Section 402.



          “Predecessor Notes” of any particular Note means every previous Note evidencing all or
a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.



          “Preferred Stock” as applied to the Capital Stock of any corporation means Capital
Stock of any class or classes (however designated) that by its terms is preferred as to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such corporation, over shares of Capital Stock of any other class of such
corporation.



          “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance
the acquisition, leasing, construction or improvement of property (real or personal) or assets, and
whether acquired through the direct acquisition of such property or assets or the acquisition of
the Capital Stock of any Person owning such property or assets, or otherwise.



          “QIB” or “Qualified Institutional Buyer” means a “qualified institutional
buyer,” as that term is defined in Rule 144A under the Securities Act.



          “Receivable” means a right to receive payment arising from a sale or lease of goods or
services by a Person pursuant to an arrangement with another Person pursuant to which such other
Person is obligated to pay for goods or services under terms that permit the purchase of such goods
and services on credit, as determined in accordance with GAAP.



          “Receivables Entity” means (x) any Receivables Subsidiary or (y) any other Person that
is engaged in the business of acquiring, selling, collecting financing or refinancing Receivables,
accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to
time), other accounts and/or other receivables, and/or related assets.



          “Receivables Fees” means distributions or payments made directly or by means of
discounts with respect to any participation interest issued or sold in connection with, and other
fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables
Financing.



-23-









 





          “Receivables Financing” means any financing of Receivables of the Company or any
Restricted Subsidiary that have been transferred to a Receivables Entity in a Financing
Disposition.



          “Receivables Subsidiary” means a Subsidiary of the Company that (a) is engaged solely
in the business of acquiring, selling, collecting, financing or refinancing Receivables, accounts
(as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time) and
other accounts and receivables (including any thereof constituting or evidenced by chattel paper,
instruments or general intangibles), all proceeds thereof and all rights (contractual and other),
collateral and other assets relating thereto, and any business or activities incidental or related
to such business, and (b) is designated as a “Receivables Subsidiary” by the Board of Directors.



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



          “refinance” means refinance, refund, replace, renew, repay, modify, restate, defer,
substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or
discharge mechanism); and the terms “refinances,” “refinanced” and
“refinancing” as used for any purpose in this Indenture shall have a correlative meaning.



          “Refinancing Indebtedness” means Indebtedness that is Incurred to refinance any
Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture
(including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary
(to the extent permitted in this Indenture) and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness; provided, that (1) if the Indebtedness being refinanced is Subordinated
Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness has a final Stated
Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the
final Stated Maturity of the Indebtedness being refinanced (or if shorter, the Notes), (2) such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original
issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the
aggregate principal amount (or if issued with original issue discount, the aggregate accreted
value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with such Refinancing
Indebtedness and (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary that is not a Note Guarantor that refinances Indebtedness of the Company that could not
have been initially Incurred by such Restricted Subsidiary pursuant to Section 407 or (y)
Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an
Unrestricted Subsidiary.



          “Regular Record Date” for the interest payable on any Interest Payment Date means the
date specified for that purpose in Section 301.



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



-24-









 





          “Regulation S Certificate” means a certificate substantially in the form attached
hereto as Exhibit C.



          “Related Business” means those businesses in which the Company or any of its
Subsidiaries is engaged on the date of this Indenture, or that are related, complementary,
incidental or ancillary thereto or extensions, developments or expansions thereof.



          “Related Taxes” means (x) any taxes, charges or assessments, including but not limited
to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise,
license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes,
charges or assessments (other than federal, state or local taxes measured by income and federal,
state or local withholding imposed on payments made by Holding or GPC), required to be paid by
Holding or GPC by virtue of its being incorporated or having Capital Stock outstanding (but not by
virtue of owning stock or other equity interests of any corporation or other entity other than the
Company or any of its Subsidiaries), or being a holding company parent of the Company or receiving
dividends from or other distributions in respect of the Capital Stock of the Company or any of its
Subsidiaries, or having guaranteed any obligations of the Company or any Subsidiary thereof, or
having made any payment in respect of any of the items for which the Company or any of its
Subsidiaries is permitted to make payments to Holding or GPC pursuant to Section 409 or
acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual
property and associated rights (including but not limited to receiving or paying royalties for the
use thereof) relating to the business or businesses of the Company or any Subsidiary thereof, or
(y) any other federal, state, foreign, provincial or local taxes measured by income for which
Holding or GPC is liable up to an amount not to exceed, with respect to federal taxes, the amount
of any such taxes that the Company and its Subsidiaries would have been required to pay on a
separate company basis, or on a consolidated basis as if the Company had filed a consolidated
return on behalf of an affiliated group (as defined in Section 1504 of the Code or an analogous
provision of state, local or foreign law) of which it were the common parent, or with respect to
state and local taxes, the amount of any such taxes that the Company and its Subsidiaries would
have been required to pay on a separate company basis, or on a combined basis as if the Company had
filed a combined return on behalf of an affiliated group consisting only of the Company and its
Subsidiaries.



          “Resale Restriction Termination Date” means, with respect to any Note, the date that
is one year (or such other period as may hereafter be provided under Rule 144(d)(1)(ii) under the
Securities Act or any successor provision thereto as permitting the resale by non-affiliates of
Restricted Securities without restriction) after the later of the original issue date in respect of
such Note and the last date on which the Company or any Affiliate of the Company was the owner of
such Note (or any Predecessor Note thereto).



          “Responsible Officer” when used with respect to the Trustee means the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee
of the board of directors, the president, any vice president or assistant vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing functions similar to those
performed by



-25-









 







any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.



          “Restricted Global Note” means one or more Global Notes that bear the Private
Placement Legend.



          “Restricted Payment Transaction” means any Restricted Payment permitted pursuant to
Section 409, any Permitted Payment, any Permitted Investment or any transaction
specifically excluded from the definition of the term “Restricted Payment.”



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



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



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



          “SEC” means the Securities and Exchange Commission.



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



          “Senior Credit Agreement” means the Credit Agreement, dated as of May 16, 2007, among
the Company, the guarantors party thereto, the banks and other financial institutions party thereto
as lenders from time to time, Bank of America, N.A., as administrative agent, and the other parties
thereto, as such agreement may be amended, supplemented, waived or otherwise modified from time to
time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original administrative agent and
lenders or other agents and lenders or otherwise, and whether provided under the original Senior
Credit Agreement or other credit agreements or otherwise).



          “Senior Credit Facility” means the collective reference to the Senior Credit
Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant
thereto and any guarantee and collateral agreement, patent and trademark security agreement,
mortgages, letter of credit applications and other guarantees, pledge agreements, security
agreements and collateral documents, and other instruments and documents, executed and delivered
pursuant to or in connection with any of the foregoing, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole
or in part, whether with the original agent and lenders or other agents and lenders or otherwise,
and whether provided under the original Senior Credit Agreement or one or more other credit
agreements, indentures (including this Indenture) or financing agreements or otherwise). Without
limiting the generality of the foregoing, the term “Senior Credit Facility”
shall include



-26-









 







any agreement (i) changing the maturity of any Indebtedness Incurred thereunder
or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available
to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.



          “Senior Indebtedness” means any Indebtedness of the Company or any Restricted
Subsidiary other than, in the case of the Company, Subordinated Obligations and, in the case of any
Note Guarantor, Guarantor Subordinated Obligations.



          “Shelf Registration Statement” shall have the meaning given to such term in the
Registration Rights Agreement.



          “Significant Domestic Subsidiary” means any Domestic Subsidiary that is a Significant
Subsidiary.



          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC, as in effect on the Issue Date.



          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 307.



          “Stated Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency).



          “Subordinated Obligations” means any Indebtedness of the Company (whether outstanding
on the date of this Indenture or thereafter Incurred) that is expressly subordinated in right of
payment to the Notes pursuant to a written agreement.



          “Subsidiary” of any Person means any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of Capital Stock or
other equity interests (including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more
Subsidiaries of such Person.



          “Subsidiary Guarantee” means any guarantee that may from time to time be entered into
by a Restricted Subsidiary of the Company pursuant to Section 414.



          “Subsidiary Guarantor” means any Restricted Subsidiary of the Company that enters into
a Subsidiary Guarantee.



          “Supplemental Indenture” means a Supplemental Indenture, to be entered into
substantially in the form attached hereto as Exhibit D.



-27-









 





          “Temporary Cash Investments” means any of the following: (i) any investment in (x)
direct obligations of the United States of America or any agency or instrumentality thereof or
obligations Guaranteed by the United States of America or any agency or instrumentality thereof or
(y) direct obligations of any foreign country recognized by the United States of America rated at
least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (ii) overnight bank deposits, and investments in time
deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with
respect to foreign banks, similar instruments) maturing not more than one year after the date of
acquisition thereof issued by (x) any lender under the Senior Credit Agreement or (y) a bank or
trust company that is organized under the laws of the United States of America, any state thereof
or any foreign country recognized by the United States of America having capital and surplus
aggregating in excess of $250 million (or the foreign currency equivalent thereof) and whose long
term debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of
such rating by any nationally recognized rating organization) at the time such Investment is made,
(iii) repurchase obligations with a term of not more than 30 days for underlying securities of the
types described in clause (i) or (ii) above entered into with a bank meeting the qualifications
described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270
days after the date of acquisition, issued by a Person (other than of the Company or any of its
Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or
higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the
equivalent of such rating by any nationally recognized rating organization), (v) Investments in
securities maturing not more than one year after the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in
either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s
then exists, the equivalent of such rating by any nationally recognized rating organization), (vi)
Preferred Stock (other than that of the Company or any of its Subsidiaries) having a rating of “A”
or higher by S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of such rating by
such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by
any nationally recognized rating organization), (vii) investment funds investing 95% of their
assets in securities of the type described in clauses (i)-(vi) above (which funds may also hold
reasonable amounts of cash pending investment and/or distribution), (viii) any money market deposit
accounts issued or offered by a domestic commercial bank or a commercial bank organized and located
in a country recognized by the United States of America, in each case, having capital and surplus
in excess of $250 million (or the foreign currency equivalent thereof), or investments in money
market funds complying with the risk limiting conditions of Rule 2a-7 (or any successor rule) of
the SEC under the Investment Company Act of 1940, as amended, and (ix) similar investments approved
by the Board of Directors in the ordinary course of business.



          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-7bbbb) as in effect on
the Issue Date.



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          “TPG” means TPG Capital, Inc.



          “TPG Entities” means TPG Bluegrass IV — AIV 1, LP, TPG Bluegrass IV — AIV 2, LP, TPG
FOF V-A, LP, TPG FOF V-B, LP, TPG Bluegrass V — AIV 1, LP, and TPG Bluegrass V — AIV 2, LP.



          “Trade Payables” means, with respect to any Person, any accounts payable or any
indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such
Person arising in the ordinary course of business in connection with the acquisition of goods or
services.



          “Transactions” means, collectively, any or all of the following:




     (a) the entry into this Indenture, the offer and issuance of the Notes, and the
provision of the Parent Guarantees by the Parent Guarantors and the Subsidiary Guarantees by
the Subsidiary Guarantors;




     (b) the consummation of any tender offer for, or redemption and/or other acquisition or
retirement of, any Existing Senior Notes; and




     (c) all other transactions relating to any of the foregoing (including payment of fees
and expenses related to any of the foregoing).



          “Trust Officer” means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.



          “Trustee” means the party named as such in the first paragraph of this Indenture until
a successor replaces it and, thereafter, means the successor.



          “Unrestricted Global Note” means a Global Note that is an Unrestricted Note.



          “Unrestricted Notes” means one or more Notes that do not and are not required to bear
the Private Placement Legend including, without limitation, the Exchange Notes, any Notes
registered under the Securities Act pursuant to and in accordance with the Registration Rights
Agreement, any Notes from which the Private Placement Legend has been removed in accordance with
Section 313(h).



          “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of
determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner
provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may
designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of
the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the
Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, that (A) such designation was made at or prior to the
Issue Date, or (B) the Subsidiary to be so designated has total consolidated



-29-









 







assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000,
then such designation would be permitted under Section 409. The Board of Directors may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately
after giving effect to such designation either (x) the Company could Incur at least $1.00 of
additional Indebtedness under Section 407(a) or (y) the Consolidated Coverage Ratio would
be greater than it was immediately prior to giving effect to such designation. Any such
designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the resolution of the Company’s Board of Directors giving effect to such
designation and an Officer’s Certificate of the Company certifying that such designation complied
with the foregoing provisions.



          “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of
the United States of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case under the preceding clause (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation
that is specified in clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation that is so specified and held, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such depositary receipt.



          “Vice President,” when used with respect to any Person, means any vice president of
such Person, whether or not designated by a number or a word or words added before or after the
title “vice president.”



          “Voting Stock” of an entity means all classes of Capital Stock of such entity then
outstanding and normally entitled to vote in the election of directors or all interests in such
entity with the ability to control the management or actions of such entity.



          Section 102. Other Definitions.



	 	 	 
	 	 	Defined
	Term	 	in Section
	“Act”
	 	108
	“Affiliate Transaction”
	 	412
	“Agent Members”
	 	312
	“Amendment”
	 	410
	“Applicable Premium”
	 	1001
	“Authentication Order”
	 	303
	“Bankruptcy Law”
	 	601






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	 	 	Defined
	Term	 	in Section
	“Certificate of Beneficial Ownership”
	 	313
	“Covenant Defeasance”
	 	1203
	“Custodian”
	 	601
	“Defaulted Interest”
	 	307
	“Defeasance”
	 	1202
	“Defeased Notes”
	 	1201
	“Event of Default”
	 	601
	“Excess Proceeds”
	 	411
	“Expiration Date”
	 	108
	“Global Note”
	 	201
	“Guaranteed Note Obligations”
	 	1301
	“Initial Agreement”
	 	410
	“Initial Lien”
	 	413
	“Note Register” and “Note Registrar”
	 	305
	“Notice of Default”
	 	601
	“Offer”
	 	411
	“Offshore Global Note”
	 	201
	“Offshore Note Exchange Date”
	 	313
	“Offshore Physical Note”
	 	201
	“OID Legend”
	 	1301
	“Parent Guaranteed Obligations”
	 	1301
	“Parent Guarantee”
	 	1301
	“Parent Guarantor”
	 	1301
	“Permitted Payment”
	 	409
	“Physical Notes”
	 	201
	“Private Placement Legend”
	 	203
	“Redemption Amount”
	 	1001
	“Redemption Price”
	 	1001
	“Refinancing Agreement”
	 	410
	“Restricted Payment”
	 	409
	“Subsidiary Guaranteed Obligation”
	 	1301
	“Successor Company”
	 	501
	“Treasury Rate”
	 	1001
	“U.S. Global Note”
	 	201
	“U.S. Physical Note”
	 	201






          Section 103. Rules of Construction. For all purposes of this indenture, except as otherwise
expressly provided or unless the context otherwise requires:




     (1) the terms defined in this Indenture have the meanings assigned to them in this
Indenture;




     (2) “or” is not exclusive;



-31-









 






     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;




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




     (5) all references to “$” or “dollars” shall refer to the lawful
currency of the United States of America;




     (6) the words “include,” “included” and “including,” as used
herein, shall be deemed in each case to be followed by the phrase “without
limitation,” if not expressly followed by such phrase or the phrase “but not limited
to”;




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




     (8) any reference to a Section or Article refers to such Section or Article of this
Indenture.



          Section 104. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of
the TIA, the provision is incorporated by reference in and made a part of this Indenture. This
Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in
and made a part of this Indenture. Any terms incorporated by reference in this Indenture that are
defined by the TIA, defined by any TIA reference to another statute or defined by SEC rule under
the TIA, have the meanings so assigned to them therein. The following TIA terms have the following
meanings:



          “indenture securities” means the Notes.



          “indenture security holder” means a Holder.



          “indenture to be qualified” means this Indenture.



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



          “obligor” on the indenture securities means the Company, any other Note
Guarantor, and any other obligor on the indenture securities.



          Section 105. Conflict with TIA. If any provision hereof limits, qualifies or conflicts with a
provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the
latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the latter provision shall be deemed (i)
to apply to this Indenture as so modified or (ii) to be excluded, as the case may be.



          Section 106. Compliance Certificates and Opinions. Upon any application or request by the Company
or by any other obligor upon the Notes (including any Note Guarantor), to the Trustee to take any
action under any provision of this Indenture, the Company or such



-32-









 







other obligor (including any Note Guarantor), as the case may be, shall furnish to the Trustee
such certificates and opinions as may be required under the TIA. Each such certificate or opinion
shall be given in the form of one or more Officer’s Certificates, if to be given by an Officer, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the TIA
and any other requirements set forth in this Indenture. Notwithstanding the foregoing, in the case
of any such request or application as to which the furnishing of any Officer’s Certificate or
Opinion of Counsel is specifically required by any provision of this Indenture relating to such
particular request or application, no additional certificate or opinion need be furnished.



          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 406) shall include:




     (1) a statement that the individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




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




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




     (4) a statement as to whether, in the opinion of such individual, such condition or
covenant has been complied with.



          Section 107. Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.



          Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such Officer knows that
the certificate or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers to the effect that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows that the certificate
or opinion or representations with respect to such matters are erroneous.



          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



-33-









 





          Section 108. Acts of Holders; Record Dates.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company, as the case may be. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 701) conclusive in favor of the Trustee, the Company and any other
obligor upon the Notes, if made in the manner provided in this Section 108.



          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or a member of a partnership or other entity, on behalf of such
corporation or partnership or other entity, such certificate or affidavit shall also constitute
sufficient proof of such Person’s authority. The fact and date of the execution of any such
instrument or writing, or the authority of the person executing the same, may also be proved in any
other manner that the Trustee deems sufficient.



          (c) The ownership of Notes shall be proved by the Note Register.



          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the
Trustee, the Company or any other obligor upon the Notes in reliance thereon, whether or not
notation of such action is made upon such Note.



          (e) (i) The Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Notes, provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Notes on such record date (or their duly
designated proxies), and no other Holders, shall be entitled to take the relevant action, whether
or not such Persons remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph
shall be construed to prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person



-34-









 







be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on
the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of
Notes in the manner set forth in Section 110.



          (ii) The Trustee may set any day as a record date for the purpose of determining the Holders
of Outstanding Notes entitled to join in the giving or making of (A) any Notice of Default, (B) any
declaration of acceleration referred to in Section 602, (C) any request to institute
proceedings referred to in Section 607(ii) or (D) any direction referred to in Section
612, in each case with respect to Notes. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to
join in such notice, declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Notes in the manner set forth in Section 110.



          (iii) With respect to any record date set pursuant to this Section 108, the party
hereto that sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is given to the Company
or the Trustee, whichever such party is not setting a record date pursuant to this Section
108(e) in writing, and to each Holder of Notes in the manner set forth in Section 110,
on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section 108, the party hereto that set such record
date shall be deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.



          (iv) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Note may do so with regard to all or any part of the principal amount
of such Note or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount,



-35-









 





          Section 109. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,




     (1) the Trustee by any Holder or by the Company or by any other obligor upon the Notes
shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at EX-GA-ATPT, 1349 W. Peachtree Street, NW, Two Midtown
Plaza, Suite 1050, Atlanta, GA 30309 Attention: Muriel Shaw (telephone: (404) 898-8822;
telecopier: (404) 898-8844) or at any other address furnished in writing to the Company by
the Trustee, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, to the Company addressed,
as the case may be, to at Riverwood International Corporation, 814 Livingston Court,
Marietta, Georgia 30067, Attention: Chief Financial Officer (telephone: (770) 644-3000;
telecopier: (770) 644-2935), with copies to Alston & Bird LLP, One Atlantic Center, 1201
West Peachtree Street, Atlanta, GA 30392, Attention: William Scott Ortwein, Esq. and Justin
R. Howard, Esq. (telephone: (404) 881-7000; telecopier: (404) 881-7777), or at any other
address previously furnished in writing to the Trustee by the Company.



          Section 110. Notices to Holders; Waiver. Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such
Holder’s address as it appears in the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any case where notice
to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to
other Holders.



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



          In case, by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail notice of any event as required by any provision of this Indenture,
then such notification as shall be made with the approval of the Trustee (such approval not to be
unreasonably withheld) shall constitute a sufficient notification for every purpose hereunder.



          Section 111. Effect of Headings and Table of Contents. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the construction hereof.



-36-









 





          Section 112. Successors and Assigns. All covenants and agreements in this Indenture by the Company
shall bind its respective successors and assigns, whether so expressed or not.



          Section 113. Separability Clause. In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



          Section 114. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors hereunder, any Paying
Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.



          Section 115. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN
RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE NOTES.



          Section 116. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Notes) payment of interest or
principal and premium (if any) need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same force and effect as
if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.



          Section 117. No Personal Liability of Directors, Officers, Employees, Incorporators and
Stockholders. No director, officer, employee, incorporator or stockholder, as such, of the
Company, any Note Guarantor or any Subsidiary of any thereof shall have any liability for any
obligation of the Company or any Note Guarantor under this Indenture, the Notes or any Note
Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its
creation. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.



          Section 118. Exhibits and Schedules. All exhibits and schedules attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in full.



          Section 119. Counterparts. This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but one and the same
instrument.



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ARTICLE II




NOTE FORMS




          Section 201. Forms Generally. The Notes and the Trustee’s certificate of authentication relating
thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and
Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part
of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions,
notations, legends, endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or Depositary rule or usage, agreements to which the Company is
subject, if any, or other customary usage, or as may consistently herewith be determined by the
Officers of the Company executing such Notes, as evidenced by such execution (provided always that
any such notation, legend, endorsement, identification or variation is in a form acceptable to the
Company). Each Note shall be dated the date of its authentication. The terms of the Notes set
forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any
Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
the Note.



          Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under
the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies
the Trustee in writing, be issued in the form of one or more permanent global Notes in
substantially the form set forth in Exhibit A (each, a “U.S. Global Note”),
deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount
of a U.S. Global Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.



          Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in
reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes)
the Company otherwise notifies the Trustee in writing, be issued in the form of one or more
permanent global Notes in substantially the form set forth in Exhibit A (each, an
“Offshore Global Note”), deposited with the Trustee, as custodian for the Depositary or its
nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided.
The aggregate principal amount of an Offshore Global Note may from time to time be increased or
decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.



          Notes initially issued to or transferred to affiliates (as defined in Rule 405) of the Company
or Institutional Accredited Investors pursuant to Section 313 shall only be issued in the
form of permanent certificated Notes in registered form in substantially the form set forth in
Exhibit A (the “U.S. Restricted Physical Notes”). For the avoidance of doubt, unless and
until exchanged for an Exchange Note or sold in connection with an effective Shelf Registration
Statement, affiliates of the Company may only hold an interest in Notes in the form of permanent
certificated Notes and are prohibited from taking a beneficial interest in one or more Global
Notes.



          The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any
certificated Notes issued in respect thereof pursuant to Section 304, 305,
306 or 1008,



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and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global
Notes issued in respect thereof pursuant to Section 304, 305, 306 or
1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other
certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively
herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global
Notes, together with any other global Notes that are issued and authenticated pursuant to this
Indenture are sometimes collectively referred to as the “Global Notes.”



          Exchange Notes shall be issued substantially in the form set forth in Exhibit A and,
subject to Section 312(b), shall be in the form of one or more Global Notes.



          Section 202.
Form of Trustee’s Certificate of Authentication. The Notes will have endorsed thereon
a Trustee’s certificate of authentication in substantially the following form:



          This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






Dated:





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     If an appointment of an Authenticating Agent is made pursuant to Section 714, the
Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an
alternative certificate of authentication in substantially the following form:



     This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 

	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	 

	 	 

as Trustee
	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Dated:




          Section 203. Restrictive and Global Note Legends. Each Global Note and Physical Note
shall be Restricted Securities and bear the following legend set forth below (the “Private
Placement Legend”) on the face thereof until the Private Placement Legend is removed or not
required in accordance with Section 313(4):






THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE DATE OF ORIGINAL
ISSUE HEREOF ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE



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ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.



          Each Global Note, whether or not an Initial Note, Restricted Global Note or Unrestricted
Global Note shall also bear the following legend on the face thereof:





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 IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 312 AND
313 OF THE INDENTURE.




     Each Note shall also bear the following legend on the face thereof (the
“OID Legend”):




THE NOTES HAVE BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION
1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER
WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THE NOTES THE FOLLOWING INFORMATION: (1) THE
ISSUE PRICE AND ISSUE DATE OF THE NOTES, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE
NOTES AND (3) THE YIELD TO MATURITY OF THE NOTES.



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ARTICLE III




THE NOTES




          Section 301. Title and Terms. The aggregate principal amount of Notes that may be
authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes
will be issued in an aggregate principal amount of $245.0 million. All the Notes shall vote and
consent together on all matters as one class, and none of the Notes will have the right to vote or
consent as a class separate from one another on any matter. Additional Notes (including any
Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes
and otherwise be treated as Notes for all purposes of this Indenture.




          The Notes shall be known and designated as the “9.50 % Senior Notes Due 2017” of the
Company. The final Stated Maturity of the Notes shall be June 15, 2017. Interest on the
Outstanding principal amount of Notes will accrue at the rate of 9.50 % per annum and will be
payable semi-annually in arrears on June 15 and December 15 in each year, commencing on December
15, 2009, to holders of record on the immediately preceding June 1 and December 1, respectively
(each such June 1 and December 1, a “Regular Record Date”). Interest on the Original Notes
will accrue from the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid, from the Issue Date; and interest on any Additional Notes (and Exchange
Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most
recent date to which interest has been paid or duly provided for or, if no interest has been paid
on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance
of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest
Payment Date, from such date of issuance; provided, that if any Note is surrendered for exchange on
or after a record date for an Interest Payment Date that will occur on or after the date of such
exchange, interest on the Note received in exchange thereof will accrue from the date of such
Interest Payment Date.




          The principal of, and premium, if any, and interest, on the Notes shall be payable, and the
Notes may be exchanged or transferred, at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York (which initially shall be the Corporate
Trust Office of the Trustee (which, for the avoidance of doubt, need not be located in Manhattan))
(the “Place of Payment”); provided, however, that at the option of the Company payment of
interest on a Note may be made by check mailed to the address of the Holder entitled thereto as
such address shall appear in the Note Register.




          Section 302. Denominations. The Notes shall be issuable only in fully registered
form, without coupons, in minimum denominations of $2,000 and any integral multiples of $1,000.




          Section 303. Execution, Authentication and Delivery and Dating. The Notes shall be
executed on behalf of the Company by one Officer of the Company. The signature of any such Officer
on the Notes may be manual or facsimile.





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          Notes bearing the manual or facsimile signature of an individual who was at any time a proper
Officer of the Company shall bind the Company, notwithstanding that such individual has ceased to
hold such office prior to the authentication and delivery of such Notes or did not hold such office
at the date of such Notes.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes executed by the Company to the Trustee for authentication; and the
Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate
principal amount not to exceed $245.0 million and (ii) Additional Notes in one or more series from
time to time for original issue in aggregate principal amounts specified by the Company and (iii)
Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes
or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a
written order of the Company in the form of an Officer’s Certificate of the Company (an
“Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to
be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to
be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one
or more Global Notes or Physical Notes and such other information as the Company may include or the
Trustee may reasonably request.




          All Notes shall be dated the date of their authentication.




          No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication substantially in the
form provided for herein, executed by the Trustee by manual signature, and such certificate upon
any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.




          Section 304. Temporary Notes. Until definitive Notes are ready for delivery, the
Company may prepare and, upon receipt of an Authentication Order the Trustee shall authenticate,
temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes. If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes
the Company shall execute and upon receipt of an Authentication Order the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as definitive Notes of the same series and tenor.




          Section 305. Registration, Registration of Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of


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           Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” for
the purpose of registering Notes and transfers of Notes as herein provided.




          Upon surrender for transfer of any Note at the office or agency of the Company in a Place of
Payment, in compliance with all applicable requirements of this Indenture and applicable law, the
Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of the same series, of any authorized
denominations and of a like aggregate principal amount.




          At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any
authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the
Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that
the Holder making the exchange is entitled to receive.




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




          Every Note presented or surrendered for transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or
such Holder’s attorney duly authorized in writing.




          No service charge shall be made for any registration, transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any transfer tax or other governmental
charge that may be imposed in connection therewith.




          The Company shall not be required (i) to issue, transfer or exchange any Note during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004
and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any
Note so selected for redemption (or purchase) in whole or in part.




          Section 306. Mutilated, Destroyed, Lost and Stolen Notes. If (i) any mutilated Note
is surrendered to the Trustee, or the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such Note has been
acquired by a bona fide purchaser, the Company shall execute and upon receipt of an Authentication
Order the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not
contemporaneously Outstanding.




          In case any such mutilated, destroyed, lost or stolen Note has become or is about to become
due and payable, the Company in their discretion may, instead of issuing a new Note, pay such Note.





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          Upon the issuance of any new Note under this Section 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.




          Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and ratably with any and all other Notes
duly issued hereunder.




          The provisions of this Section 306 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.




          Section 307. Payment of Interest Rights Preserved. Interest on any Note that is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest specified in Section 301.




          Any interest on any Note that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its election, as provided in
clause (1) or clause (2) below:





     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective Predecessor Notes) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as provided in this clause (1).
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first
class postage prepaid, to each Holder at such Holder’s address as it appears in the Note
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or
their respective Predecessor Notes)



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are registered on such Special Record Date and shall no longer be payable pursuant to
the following clause (2).




     (2) The Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this clause (2), such payment
shall be deemed practicable by the Trustee.



          Subject to the foregoing provisions of this Section 307, each Note delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such other Note.




          Section 308. Persons Deemed Owners. The Company, any Note Guarantor, the Trustee and
any agent of any of them may treat the Person in whose name any Note is registered as the owner of
such Note for the purpose of receiving payment of principal of (and premium, if any), and (subject
to Section 307) interest on, such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and neither the Company, any Note Guarantor, the Trustee nor any agent of
any of them shall be affected by notice to the contrary.




          Section 309. Cancellation. All Notes surrendered for payment, redemption, transfer,
exchange or conversion shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Company may at
any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all Notes so delivered
shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes held by the Trustee shall be disposed of as directed by a Company
Order of the Company and in accordance with Section 313.




          Section 310. Computation of Interest. Interest on the Notes shall be computed on the
basis of a 360-day year of twelve 30-day months.




          Section 311. CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers
(if then generally in use), and if so, the Trustee may 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 number printed
in the notice or on the Notes, and that reliance may be placed only on the other identification
numbers printed on the Notes.




          Section 312. Book-Entry Provisions for Global Notes.




          (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such
Global Note or the nominee of such Depositary (ii) be delivered to the Trustee as custodian for
such Depositary and (iii) bear a legend as set forth in Section 203. Neither the Company, the
Trustee, the Paying Agent, nor any other agent of the Company shall have any responsibility or
liability for any aspect of the records relating to or payments made on account of



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beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note, and the Depositary may be treated by the
Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any
of them from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner of any Note. The
registered holder of a Global Note may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take any action that a
Holder is entitled to take under this Indenture or the Notes.




          (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole,
but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors
or their respective nominees. Interests of beneficial owners in a Global Note may not be
transferred or exchanged for Physical Notes unless (i) the Company has consented thereto in
writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer
or exchange is in accordance with the applicable rules and procedures of the Depositary and the
provisions of Sections 305 and 313. Subject to the limitation on issuance of
Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i)
the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
the Global Note or the Depositary ceases to be a “Clearing Agency” registered under the Exchange
Act and in either case a successor depositary is not appointed by the Company within 90 days, (ii)
the Company, at its option, notifies the Trustee in writing that it is electing to cause the
issuance of Physical Notes under this Indenture or (iii) an Event of Default has occurred and is
continuing and the Trustee has received a written request from the Depositary to issue Physical
Notes.




          (c) In connection with any transfer or exchange of a portion of the beneficial interest in any
Global Note to beneficial owners for Physical Notes pursuant to Section 312(b), the Note
Registrar shall record on its books and records the date and a decrease in the principal amount of
such Global Note in an amount equal to the beneficial interest in the Global Note being
transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or
more Physical Notes of like tenor and principal amount of authorized denominations.




          (d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to
Section 312(b), the applicable Global Note shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its beneficial interest in the
applicable Global Note, an equal aggregate principal amount at maturity of U.S. Physical Notes (in
the case of any U.S. Global Note), Offshore Physical Notes (in the case of any Off
shore Global Note) or other Physical Notes (in the case of any other Global Note), as the case
may be, of authorized denominations.





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          (e) The transfer and exchange of a Global Note or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth in Section 313) and the procedures of the Depositary
therefor. Any beneficial interest in one of the Global Notes that is transferred to a Person who
takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to
be an interest in such Global Note and become an interest in the other Global Note and,
accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it remains such an
interest. A transferor of a beneficial interest in a Global Note shall deliver to the Note
Registrar a written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited with a beneficial
interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in
accordance with such instructions, instruct the Depositary to credit to the account of the Person
specified in such instructions a beneficial interest in such Global Note and to debit the account
of the Person making the transfer the beneficial interest in the Global Note being transferred.




          (f) Any Physical Note constituting a Restricted Security delivered in exchange for an interest
in a Global Note pursuant to Section 312(b) shall, unless such exchange is made on or after
the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in
Section 203 and Section 313, bear the Private Placement Legend.




          (g) The Company, any other obligor upon the Notes or the Trustee, in the discretion of any of
them, may treat as the Act of a Holder any instrument or writing of any Person that is identified
by the Depositary as the owner of a beneficial interest in the Global Note, provided that the fact
and date of the execution of such instrument or writing is proved in accordance with Section
108(b).




          Section 313. Special Transfer Provisions.




          (a) Transfers to Non-U.S. Persons. The following provisions shall apply with respect
to the registration of any proposed transfer of a Note that is a Restricted Security to any
Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other
applicable requirements of this Indenture (including Section 305) and,





     (i) if (x) such transfer is after the relevant Resale Restriction Termination
Date with respect to such Note or (y) the proposed transferor has delivered to the
Note Registrar a Regulation S Certificate and, unless otherwise agreed by the
Company and the Trustee, an opinion of counsel, certifications and other information
satisfactory to the Company and the Trustee, and




     (ii) if the proposed transferor is or is acting through, an Agent Member
holding a beneficial interest in a Global Note, upon receipt by the Note Registrar
of (x) the certificate, opinion, certifications and other information, if any,
required
by clause (a) above and (y) written instructions given in accordance with the
Depositary’s and the Note Registrar’s procedures;



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whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the
transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal
amount of the relevant Global Note in an amount equal to the principal amount of the beneficial
interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed
transferee is, or is acting through, an Agent Member holding a beneficial interest in a relevant
Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase
in the principal amount of such Offshore Global Note in an amount equal to the principal amount of
the beneficial interest being so transferred or (B) otherwise the Company shall execute and the
Trustee shall authenticate and deliver one or more Physical Notes 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 Note that is a Restricted Security to a QIB (excluding
transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies
with all other applicable requirements of this Indenture (including Section 305) and,





          (i) if such transfer is being made by a proposed transferor who has checked the box
provided on the form of such Note stating, or has otherwise certified to the Company and the
Note 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 on the form of such Note
stating, or has otherwise certified to the Company and the Note Registrar in writing, that
it is purchasing such Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the 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; and




          (ii) if the proposed transferee is an Agent Member, and the Note to be transferred
consists of a Physical Note that after transfer is to be evidenced by an interest in a
Global Note or consists of a beneficial interest in a Global Note that after the transfer is
to be evidenced by an interest in a different Global Note, upon receipt by the Note
Registrar of written instructions given in accordance with the Depositary’s and the Note
Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records
the date and an increase in the principal amount of the transferee Global Note in an amount
equal to the principal amount of the Physical Note or such beneficial interest in such
transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so
transferred or reflect on its books and records the date and a decrease in the principal
amount of such transferor Global Note, as the case may be.



          (c) Limitation on Issuance of Physical Notes. No Physical Note shall be exchanged for
a beneficial interest in any Global Note, except in accordance with Section 312 and this
Section 313.




          A beneficial owner of an interest in an Offshore Global Note shall not be permitted to
exchange such interest for a Physical Note until a date, which must be after the expiration



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of the distribution compliance period set forth in Regulation S, on which the Company receives a
certificate of beneficial ownership substantially in the form of Exhibit B from such
beneficial owner (a “Certificate of Beneficial Ownership”). Such date, as it relates to an
Offshore Global Note, is herein referred to as the “Offshore Note Exchange Date.”




          (d) Private Placement Legend. Upon the transfer, exchange or replacement of
Unrestricted Notes, the Note Registrar shall deliver Unrestricted Notes. Upon the transfer,
exchange or replacement of Restricted Securities or beneficial interests in Restricted Global
Notes, the Note Registrar shall deliver only Restricted Securities, unless (i) the requested
transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii)
the Company delivers to the Note Registrar an opinion of counsel and Officer’s Certificate
contemplated in Section 313(h), (iii) with respect to an Offshore Global Note (on or after the
Offshore Note Exchange Date with respect to such Offshore Global Note) or Offshore Physical Note,
in each case with the agreement of the Company, (iv) such Notes are sold or exchanged pursuant to
an effective registration statement under the Securities Act or (iv) the transfer, exchange or
replacement complies with Section 313(h) hereof.




          (e) Other Transfers. The Note Registrar shall effect and register, upon receipt of a
written request from the Company to do so, a transfer not otherwise permitted by this Section
313, such registration to be done in accordance with the otherwise applicable provisions of
this Section 313, upon the furnishing by the proposed transferor or transferee of a written
opinion of counsel (which opinion and counsel are satisfactory to the Company and the Trustee) to
the effect that, and such other certifications or information as the Company may require to confirm
that, the proposed transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.




          A Note that is a Restricted Security may not be transferred other than as provided in this
Section 313. A beneficial interest in a Global Note that is a Restricted Security may not
be exchanged for a beneficial interest in another Global Note other than through a transfer in
compliance with this Section 313.




          (f) General. By its acceptance of any Note bearing the Private Placement Legend, each
Holder of such a Note acknowledges receipt of a Restricted Security with the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees
that it will transfer such Note only as provided in this Indenture until such time as the Private
Placement Legend is no longer required pursuant to Section 203 and such Holder transfers such a
Restricted Security to an Unrestricted Note.




          (g) Transfers of Notes Held by Affiliates. Any certificate (i) evidencing a Note that
has been transferred to an affiliate (as defined in Rule 405) of a Company, as evidenced by a
notation on the assignment form for such transfer or in the representation letter delivered in
respect thereof or (ii) evidencing a Note that has been acquired from an affiliate (other than by
an affiliate) in a transaction or a chain of transactions not involving any public offering, as
evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer
or in the representation letter delivered in respect thereof, shall, until one year after the last
date on which either the Company or any affiliate of the Company was an owner of such Note, in
each case, be in the form of a U.S. Restricted Physical Note. The Note Registrar shall retain
copies




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of all letters, notices and other written communications received pursuant to Section
312 or this Section 313. The Company shall have the right to require the Note
Registrar to deliver to the Company, at the Company’s expense, copies of all such letters, notices
or other written communications at any reasonable time upon the giving of reasonable written notice
to the Note Registrar.




          (h) Mandatory Exchange from Restricted Global Note to Unrestricted Global Note. Upon
compliance with the following procedures, all of the beneficial interests in a Restricted Global
Note shall be exchanged for beneficial interests in the Unrestricted Global Note. In order to
effect such exchange, the Company shall provide written notice to the Trustee no later than 30 days
prior to the date of such mandatory exchange instructing the Trustee to (i) direct the Depositary
to transfer all of the outstanding beneficial interests in a particular Restricted Global Note to
the Unrestricted Global Note 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 no later than 30 days prior to the date of such mandatory
exchange, which notice must include the date such exchange is to occur, the CUSIP number of the
relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which
such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant
to this Section 313(h), the Trustee shall be entitled to receive from the Company, and rely upon
conclusively, without liability, an officers’ certificate and an opinion of counsel to 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 Note shall be effected in compliance with the
Securities Act. Upon such exchange of beneficial interests pursuant to this Section 313(h), the
Note Registrar shall endorse the schedule to the relevant Notes and reflect on its books and
records the date of such transfer and a decrease and increase, respectively, in the principal
amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively,
equal to the principal amount of beneficial interests transferred. Following any such transfer
pursuant to this Section 313(h), the relevant Restricted Global Note shall be cancelled.




          The Note Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 312 or this Section 313 (including all
Notes received for transfer pursuant to Section 313). The Company shall have the right to
require the Note Registrar to deliver to the Company, at the Company’s expense, copies of all such
letters, notices or other written communications at any reasonable time upon the giving of
reasonable written notice to the Note Registrar.




          In connection with any transfer of any Note, the Trustee, the Note Registrar and the Company
shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in relying upon the certificates, opinions and other
information referred to herein (or in the forms provided herein, attached hereto or to the Notes,
or otherwise) received from any Holder and any transferee of any Note regarding the validity,
legality and due authorization of any such transfer, the eligibility of the transferee to receive
such Note and any other facts and circumstances related to such transfer until such time
as the Private Placement Legend is no longer required pursuant to Section 203 and such Holder
transfers such a Restricted Security to an Unrestricted Note.





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





     (1) The Registrar shall register the transfer of any Note, whether or not such Note
bears the Private Placement Legend, if (x) the requested transfer is after the time period
referred to in Rule 144 under the Securities Act or (y) the proposed transferee has
delivered to the Note Registrar (A) a certificate substantially in the form of Exhibit C
hereto and (B) if the aggregate principal amount of the Notes being transferred is less than
$100,000, an opinion of counsel acceptable to the Company that such transfer is in
compliance with the Securities Act.




     (2) If the proposed transferor is an Agent Member holding a beneficial interest in the
U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by
paragraph (i) above and (y) instructions given in accordance with the Depositary’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 Notes in an amount equal to the
principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S.
Physical Notes of like tenor and amount.



          Section 314. Payment of Additional Interest.




          (a) Under certain circumstances the Company will be obligated to pay certain additional
amounts of interest to the Holders of certain Initial Notes, as more particularly set forth in such
Initial Notes.




          (b) Under certain circumstances the Company may be obligated to pay certain additional amounts
of interest to the Holders of certain Initial Additional Notes, as may be more particularly set
forth in such Initial Additional Notes.




ARTICLE IV




COVENANTS




          Section 401. Payment of Principal, Premium and Interest. The Company shall duly and
punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with
the terms of the Notes and this Indenture.




          Section 402. Maintenance of Office or Agency. The Company shall maintain in the
Borough of Manhattan, The City of New York an office or agency where Notes may be presented or
surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company
shall fail to maintain such 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



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Corporate
Trust Office of the Trustee. The Company hereby designates the Corporate Trust Office as the
initial Place of Payment and appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands so long as such Corporate Trust Office remains the Place of
Payment.




          Section 403. Money for Payments To Be Held in Trust. If the Company shall at any time
act as its own Paying Agent, it will, on or before each due date of the principal of (and premium,
if any) or interest on, any of the Notes, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to act.




          If the Company is not acting as its own Paying Agent, it will, prior to each due date of the
principal of (and premium, if any) or interest on, any Notes, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest, so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.




          If the Company is not acting as its own Paying Agent, the Company will cause any Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 403, that
such Paying Agent will:





     (1) hold all sums held by it for the payment of principal of (and premium, if any) or
interest on Notes in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;




     (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Notes) in the making of any such payment of principal (and premium, if any) or interest;




     (3) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and




     (4) acknowledge, accept and agree to comply in all respects with the provisions of this
Indenture and TIA relating to the duties, rights and liabilities of such Paying Agent.



          The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with respect to such money.




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          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Note and
remaining unclaimed for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.




          Section 404. [Reserved].




          Section 405. SEC Reports. Notwithstanding that the Company may not be required to be
or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the
Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by
the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and
other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or
15(d) or would be so required to file if the Company were so subject. The Company will also,
within 15 days after the date on which the Company was so required to file or would be so required
to file if the Company were so subject, transmit by mail to all Holders, as their names and
addresses appear in the Note Register, and to the Trustee copies of any such information, documents
and reports (without exhibits) so required to be filed. The Company will be deemed to have
satisfied such requirements if Holding files and provides reports, documents and information of the
types otherwise so required, in each case within the applicable time periods, and the Company is
not required to file such reports, documents and information separately under the applicable rules
and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by
Holding. The Company also will comply with the other provisions of TIA § 314(a).




          Section 406. Statement as to Default. The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officer’s Certificate, to the effect that to the best knowledge of the signer thereof the Company
is or is not in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which such signer may have knowledge. To the extent required by the
TIA, each Note Guarantor shall comply with TIA § 314(a)(4). The individual signing any certificate
given by any Person pursuant to this Section 406 shall be the principal executive,
financial or accounting officer of such Person, in compliance with TIA § 314(a)(4).




          Section 407. Limitation on Indebtedness.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any
Indebtedness; provided, however, that the Company or any Subsidiary Guarantor may
Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect
to the Incurrence thereof, the Consolidated Coverage Ratio would be greater than 2.00:1.00.



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          (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries
may Incur the following Indebtedness:





     (i) Indebtedness Incurred pursuant to any Credit Facility (including but not limited to
in respect of letters of credit or bankers’ acceptances issued or created thereunder) and
Indebtedness of any Foreign Subsidiary Incurred other than under the Senior Credit Facility,
and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect
thereof, in a maximum principal amount at any time outstanding not exceeding in the
aggregate the amount equal to (A) $1,800 million, plus (B) the amount, if any, by which (x)
the Borrowing Base minus (y) the aggregate principal amount of Indebtedness Incurred by a
Receivables Subsidiary and then outstanding pursuant to clause (ix) of this paragraph (b),
or by a Foreign Subsidiary and then outstanding pursuant to clause (xi) of this paragraph
(b), exceeds $350 million, plus (C) in the case of any refinancing of any Credit Facility or
any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and
other costs and expenses incurred in connection with such refinancing;




     (ii) Indebtedness (A) of any Restricted Subsidiary to the Company or (B) of the Company
or any Restricted Subsidiary to any Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such
Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to
the Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such
Indebtedness by the issuer thereof not permitted by this clause (ii);




     (iii) Indebtedness represented by the Notes (other than any Additional Notes), the
Existing Notes, any other Indebtedness (other than the Indebtedness described in clauses (i)
or (ii) above) outstanding on the Issue Date and any Refinancing Indebtedness Incurred in
respect of any Indebtedness described in this clause (iii) or paragraph (a) above;




     (iv) Purchase Money Obligations and Capitalized Lease Obligations, and any Refinancing
Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding
not exceeding an amount equal to 5% of Consolidated Tangible Assets;




     (v) Indebtedness consisting of accommodation guarantees for the benefit of trade
creditors of the Company or any of its Restricted Subsidiaries, or represented by Guarantees
consisting of contracts for the purchase of wood chips in the ordinary course of business;




     (vi) (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any
other obligation or liability of the Company or any Restricted Subsidiary (other than any
Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in
violation of this Section 407), or (B) without limiting Section 413,
Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien
granted by or applicable to such Person securing Indebtedness of the Company or any



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Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such
Restricted Subsidiary, as the case may be, in violation of this Section 407);




     (vii) Indebtedness of the Company or any Restricted Subsidiary (A) arising from the
honoring of a check, draft or similar instrument of such Person drawn against insufficient
funds, provided that such Indebtedness is extinguished within five Business Days of its
Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts
or other purchase price adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person;




     (viii) Indebtedness of the Company or any Restricted Subsidiary in respect of (A)
letters of credit, bankers’ acceptances or other similar instruments or obligations issued,
or relating to liabilities or obligations incurred, in the ordinary course of business
(including those issued to governmental entities in connection with self-insurance under
applicable workers’ compensation statutes), or (B) completion guarantees, surety, judgment,
appeal or performance bonds, or other similar bonds, instruments or obligations, provided,
or relating to liabilities or obligations incurred, in the ordinary course of business, or
(C) Hedging Obligations, entered into for bona fide hedging purposes in the ordinary course
of business, or (D) Management Guarantees, or (E) the financing of insurance premiums in the
ordinary course of business;




     (ix) Indebtedness of a Receivables Subsidiary secured by a Lien on all or part of the
assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition;




     (x) Indebtedness of any Person that is assumed by the Company or any Restricted
Subsidiary in connection with its acquisition of assets from such Person or any Affiliate
thereof or which is issued and outstanding on or prior to the date on which such Person was
acquired by the Company or any Restricted Subsidiary or merged or consolidated with or into
any Restricted Subsidiary (other than Indebtedness Incurred to finance, or otherwise
Incurred in connection with, such acquisition), provided that on the date of such
acquisition, merger or consolidation, after giving effect thereto, the Company could Incur
at least $1.00 of additional Indebtedness pursuant to paragraph (a) above; and any
Refinancing Indebtedness with respect to any such Indebtedness;




     (xi) Indebtedness of any Foreign Subsidiary Incurred for working capital purposes in an
aggregate principal amount at any time outstanding not exceeding an amount equal to the sum
(determined as of the end of the most recently ended fiscal quarter for which consolidated
financial statements of the Company are available) of (A) 90% of Receivables of all Foreign
Subsidiaries and (B) 75% of Inventory of all Foreign Subsidiaries; and




     (xii) Indebtedness of the Company or any Restricted Subsidiary in an aggregate
principal amount at any time outstanding not exceeding an amount equal to 5% of Consolidated
Tangible Assets.



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          (c) For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section 407, (i)
any other obligation of the obligor on such Indebtedness (or of any other Person who could have
Incurred such Indebtedness under this Section 407) arising under any Guarantee, Lien or
letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such
Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit,
bankers’ acceptance or other similar instrument or obligation secures the principal amount of such
Indebtedness; (ii) in the event that Indebtedness meets the criteria of more than one of the types
of Indebtedness described in paragraph (b) above, the Company, in its sole discretion, shall
classify such item of Indebtedness and may include the amount and type of such Indebtedness in one
or more of such clauses; and (iii) the amount of Indebtedness issued at a price that is less than
the principal amount thereof shall be equal to the amount of the liability in respect thereof
determined in accordance with GAAP.




          (d) For purposes of determining compliance with any Dollar-denominated restriction on the
Incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent principal
amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of
term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that
(x) the Dollar-equivalent principal amount of any such Indebtedness outstanding on the Issue Date
shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y)
if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency,
and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such refinancing, such
Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced and (z) the Dollar-equivalent principal amount of Indebtedness denominated in a
foreign currency and Incurred pursuant to the Senior Credit Facility shall be calculated based on
the relevant currency exchange rate in effect on, at the Company’s option, (i) the Issue Date, (ii)
any date on which any of the respective commitments under the Senior Credit Facility shall be
reallocated between or among facilities or subfacilities thereunder, or on which such rate is
otherwise calculated for any purpose thereunder, or (iii) the date of such Incurrence. The
principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing.




          Section 408. [Reserved].




          Section 409. Limitation on Restricted Payments.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its
Capital Stock (including any such payment in connection with any merger or consolidation to which
the Company is a party) except (x) dividends or distributions payable solely in its Capital


-57-









 







Stock
(other than Disqualified Stock) and (y) dividends or distributions payable to the Company
or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such
dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis,
measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock
of the Company held by Persons other than the Company or a Restricted Subsidiary, (iii) voluntarily
purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior
to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated
Obligations (other than a purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of such acquisition or retirement)
or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend,
distribution, purchase, redemption, repurchase, defeasance, other acquisition or retirement or
Investment being herein referred to as a “Restricted Payment”), if at the time the Company
or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto:





     (i) a Default shall have occurred and be continuing (or would result therefrom);




     (ii) the Company could not Incur at least an additional $1.00 of Indebtedness pursuant
to Section 407(a); or




     (iii) the aggregate amount of such Restricted Payment and all other Restricted Payments
(the amount so expended, if other than in cash, to be as determined in good faith by the
Board of Directors, whose determination shall be conclusive and evidenced by a resolution of
the Board of Directors) declared or made subsequent to the Issue Date and then outstanding
would exceed, without duplication, the sum of:




     (A) 50% of the Consolidated Net Income accrued during the period (treated as
one accounting period) beginning on July 1, 2009 to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which
consolidated financial statements of the Company are available (or, in case such
Consolidated Net Income shall be a negative number, 100% of such negative number);




     (B) the aggregate Net Cash Proceeds and the fair value (as determined in good
faith by the Board of Directors) of property or assets received (x) by the Company
as capital contributions to the Company after the Issue Date or from the issuance or
sale (other than to a Restricted Subsidiary) of its Capital Stock (other than
Disqualified Stock) after the Issue Date (other than Excluded Contributions) or (y)
by the Company or any Restricted Subsidiary from the issuance and sale by the
Company or any Restricted Subsidiary after the Issue Date of Indebtedness that shall
have been converted into or exchanged for Capital Stock of the Company (other than
Disqualified Stock), plus the amount of any cash and the fair value (as determined
in good faith by the Board of Directors) of any property or assets, received by the
Company or any Restricted Subsidiary upon such conversion or exchange;



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     (C) the aggregate amount equal to the net reduction in Investments in
Unrestricted Subsidiaries resulting from (i) dividends, distributions, interest
payments, return of capital, repayments of Investments or other transfers of assets
to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, or
(ii) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary
(valued in each case as provided in the definition of “Investment”), not to
exceed in the case of any such Unrestricted Subsidiary the aggregate amount of
Investments (other than Permitted Investments) made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary after the Issue Date; and




     (D) in the case of any disposition or repayment of any Investment constituting
a Restricted Payment (without duplication of any amount deducted in calculating the
amount of Investments at any time outstanding included in the amount of Restricted
Payments), an amount in the aggregate equal to the lesser of the return of capital,
repayment or other proceeds with respect to all such Investments received by the
Company or a Restricted Subsidiary and the initial amount of all such Investments
constituting Restricted Payments.



          (b) The provisions of Section 409(a) will not prohibit any of the following (each, a
“Permitted Payment”):





     (i) any purchase, redemption, repurchase, defeasance or other acquisition or retirement
of Capital Stock of the Company or Subordinated Obligations made by exchange (including any
such exchange pursuant to the exercise of a conversion right or privilege in connection with
which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds
of the substantially concurrent issuance or sale of, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) or a
substantially concurrent capital contribution to the Company, in each case other than
Excluded Contributions; provided that the Net Cash Proceeds from such issuance, sale or
capital contribution shall be excluded in subsequent calculations under Section
409(a)(iii)(B);




     (ii) any purchase, redemption, repurchase, defeasance or other acquisition or
retirement of Subordinated Obligations (w) made by exchange for, or out of the proceeds of
the substantially concurrent issuance or sale of, Indebtedness of the Company or Refinancing
Indebtedness Incurred in compliance with Section 407, (x) from Net Available Cash to
the extent permitted by Section 411, (y) following the occurrence of a Change of
Control (or other similar event described therein as a “change of control”), but only if the
Company shall have complied with Section 415 and, if required, purchased all Notes
tendered pursuant to the offer to repurchase all the Notes required thereby, prior to
purchasing or repaying such Subordinated Obligations or (z) constituting Acquired
Indebtedness;




     (iii) dividends paid within 60 days after the date of declaration thereof if at such
date of declaration such dividend would have complied with Section 409(a);




     (iv) Investments or other Restricted Payments in an aggregate amount outstanding at any
time not to exceed the amount of Excluded Contributions;



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     (v) loans, advances, dividends or distributions by the Company to Holding or GPC to
permit Holding to repurchase or otherwise acquire its Capital Stock (including any options,
warrants or other rights in respect thereof), or payments by the Company to repurchase or
otherwise acquire Capital Stock of Holding or the Company (including any options, warrants
or other rights in respect thereof), in each case from Management Investors, such payments,
loans, advances, dividends or distributions not to exceed since the Issue Date an amount
(net of repayments of any such loans or advances) equal to (1) $20.0 million, plus (2) $5.0
million multiplied by the number of calendar years that have commenced since the Issue Date,
plus the Net Cash Proceeds received by the Company since the Issue Date from, or as a
capital contribution from, the issuance or sale to Management Investors of Capital Stock
(including any options, warrants or other rights in respect thereof), to the extent such Net
Cash Proceeds are not included in any calculation under Section 409(a)(iii)(B)(x);




     (vi) the payment by the Company of, or loans, advances, dividends or distributions by
the Company to GPC or Holding to pay, dividends on the common stock or equity of the
Company, GPC or Holding following a public offering of such common stock or equity in an
amount not to exceed in any fiscal year 6% of the aggregate gross proceeds received by the
Company, GPC or Holding in or from such public offering;




     (vii) other Restricted Payments (including loans or advances) since the Issue Date not
to exceed $200.0 million (net of repayments of any such loans or advances);




     (viii) loans, advances, dividends or distributions to Holding or GPC or other payments
by the Company or any Restricted Subsidiary (A) to satisfy or permit Holding to satisfy
obligations under the Equity Agreements, or (B) to pay or permit Holding or GPC to pay any
Holding Expenses or any Related Taxes;




     (ix) payments by the Company, or loans, advances, dividends or distributions by the
Company to Holding to make payments, to holders of Capital Stock of the Company or Holding
in lieu of issuance of fractional shares of such Capital Stock, not to exceed $100,000 since
the Issue Date; and




     (x) dividends or other distributions of Capital Stock, Indebtedness or other securities
of Unrestricted Subsidiaries.


provided, that (A), in the case of clauses (iii), (vi), (vii) and (ix), the net amount of any such
Permitted Payment shall be included in subsequent calculations of the amount of Restricted
Payments, (B), in the case of clause (v), at the time of any calculation of the amount of
Restricted Payments, the net amount of Permitted Payments that have then actually been made since
the Issue Date under clause (v) that is in excess of 50% of the total amount of Permitted Payments
then permitted under clause (v) shall be included in such calculation of the amount of Restricted
Payments, (C), in all cases other than pursuant to clauses (A) and (B) immediately above, the net
amount of any such Permitted Payment shall be excluded in subsequent calculations of the amount of
Restricted Payments and (D), solely with respect to clause (vii), no Default or Event of Default
shall have occurred or be continuing at the time of any such Permitted Payment after giving effect
thereto.




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          Section 410. Limitation on Restrictions on Distributions from Restricted Subsidiaries.
The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause
to exist or become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to the Company, (ii) make any loans or advances to
the Company or (iii) transfer any of its property or assets to the Company, except any encumbrance
or restriction:





     (1) pursuant to an agreement or instrument in effect at or entered into on the Issue
Date, any Credit Facility, the Existing Indentures, the Existing Notes, this Indenture or
the Notes;




     (2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or
Capital Stock of a Person, which Person is acquired by or merged or consolidated with or
into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed
by the Company or any Restricted Subsidiary in connection with an acquisition of assets from
such Person, as in effect at the time of such acquisition, merger or consolidation (except
to the extent that such Indebtedness was Incurred to finance, or otherwise in connection
with, such acquisition, merger or consolidation); provided that for purposes of this clause
(2), if another Person is the Successor Company, any Subsidiary thereof or agreement or
instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the
case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person
becomes the Successor Company;




     (3) pursuant to an agreement or instrument (a “Refinancing Agreement”)
effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends,
renews, refunds, refinances or replaces, an agreement or instrument referred to in clause
(1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”)
or contained in any amendment, supplement or other modification to an Initial Agreement (an
“Amendment”); provided, however, that the encumbrances and restrictions contained in
any such Refinancing Agreement or Amendment are not materially less favorable to the Holders
of the Notes taken as a whole than encumbrances and restrictions contained in the Initial
Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as
determined in good faith by the Company);




     (4) (A) that restricts in a customary manner the subletting, assignment or transfer of
any property or asset that is subject to a lease, license or similar contract, or the
assignment or transfer of any lease, license or other contract, (B) by virtue of any
transfer of, agreement to transfer, option or right with respect to, or Lien on, any
property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by
this Indenture, (C) contained in mortgages, pledges or other security agreements securing
Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the
property or assets subject thereto, (D) pursuant to customary provisions restricting
dispositions of real property interests set forth in any reciprocal easement agreements of
the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that
impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or
other



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deposits or net worth imposed by customers under agreements entered into in the ordinary
course of business, (G) pursuant to customary provisions contained in agreements and
instruments entered into in the ordinary course of business (including leases and joint
venture and other similar agreements entered into in the ordinary course of business), (H)
that arises or is agreed to in the ordinary course of business and does not detract from the
value of property or assets of the Company or any Restricted Subsidiary in any manner
material to the Company or such Restricted Subsidiary or (I) pursuant to Hedging
Obligations;




     (5) with respect to a Restricted Subsidiary (or any of its property or assets) imposed
pursuant to an agreement entered into for the direct or indirect sale or disposition of all
or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the
property or assets that are subject to such restriction) pending the closing of such sale or
disposition;




     (6) by reason of any applicable law, rule, regulation or order, or required by any
regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or
any of their businesses; or




     (7) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted
to be Incurred subsequent to the Issue Date pursuant to the provisions of Section
407, (i) if the encumbrances and restrictions contained in any such agreement or
instrument taken as a whole are not materially less favorable to the Holders of the Notes
than the encumbrances and restrictions contained in the Initial Agreements (as determined in
good faith by the Company), or (ii) if such encumbrance or restriction is not materially
more disadvantageous to the Holders of the Notes than is customary in comparable financings
(as determined in good faith by the Company) and either (x) the Company determines that such
encumbrance or restriction will not materially affect the Company’s ability to make
principal or interest payments on the Notes or (y) such encumbrance or restriction applies
only if a default occurs in respect of a payment or financial covenant relating to such
Indebtedness, (B) relating to any sale of receivables by a Foreign Subsidiary or (C)
relating to Indebtedness of or a Financing Disposition to or by any Receivables Entity.



          Section 411. Limitation on Sales of Assets and Subsidiary Stock.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset
Disposition unless





     (i) the Company or such Restricted Subsidiary receives consideration (including by way
of relief from, or by any other Person assuming responsibility for, any liabilities,
contingent or otherwise) at the time of such Asset Disposition at least equal to the fair
market value of the shares and assets subject to such Asset Disposition, as such fair market
value may be determined (and shall be determined, to the extent such Asset Disposition or
any series of related Asset Dispositions involves aggregate consideration in excess of $20.0
million) in good faith by the Board of Directors, whose determination shall be conclusive
(including as to the value of all non-cash consideration),



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     (ii) in the case of any Asset Disposition (or series of related Asset Dispositions)
having a fair market value of $20.0 million or more, at least 75% of the consideration
therefor (excluding, in the case of an Asset Disposition (or series of related Asset
Dispositions), any consideration by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness)
received by the Company or such Restricted Subsidiary is in the form of cash, and




     (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or any Restricted Subsidiary, as the case may be) as follows:




     (A) first, either (x) to the extent the Company elects (or is required by the
terms of any Bank Indebtedness, any Senior Indebtedness of the Company or any Note
Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Note
Guarantor), to prepay, repay or purchase any such Indebtedness (in each case other
than Indebtedness owed to the Company or a Restricted Subsidiary) within 365 days
after the later of the date of such Asset Disposition and the date of receipt of
such Net Available Cash, or (y) to the extent the Company or such Restricted
Subsidiary elects, to reinvest in Additional Assets (including by means of an
investment in Additional Assets by a Restricted Subsidiary with Net Available Cash
received by the Company or another Restricted Subsidiary) within 365 days from the
later of the date of such Asset Disposition and the date of receipt of such Net
Available Cash, or, if such reinvestment in Additional Assets is a project
authorized by the Board of Directors that will take longer than such 365 days to
complete, the period of time necessary to complete such project;




     (B) second, to the extent of the balance of such Net Available Cash after
application in accordance with clause (A) above (such balance, the “Excess
Proceeds”), to make an offer to purchase Notes and (to the extent the Company or
such Restricted Subsidiary elects, or is required by the terms thereof) to purchase,
redeem or repay any other Senior Indebtedness of the Company or a Restricted
Subsidiary, pursuant and subject to Section 411(b) and Section
411(c) and the agreements governing such other Indebtedness; and




     (C) third, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (A) and (B) above, to fund (to the extent
consistent with any other applicable provision of this Indenture) any general
corporate purpose (including the repurchase, repayment or other acquisition or
retirement of any Subordinated Obligations);


provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A)(x) or (B) above, the Company or such Restricted Subsidiary will retire such
Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or purchased.




          Notwithstanding the foregoing provisions of this Section 411, the Company and the
Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance


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with this Section 411 except to the extent that the aggregate Net Available Cash from
all Asset Dispositions that is not applied in accordance with this Section 411 exceeds
$25.0 million. If the aggregate principal amount of Notes and other Indebtedness of the Company or
a Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase,
redemption or repayment) in connection with an offer pursuant to clause (iii) (B) above exceeds the
Excess Proceeds, the Excess Proceeds will be apportioned between such Notes and such other
Indebtedness of the Company or a Restricted Subsidiary, with the portion of the Excess Proceeds
payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount multiplied
by a fraction, the numerator of which is the outstanding principal amount of such Notes and the
denominator of which is the sum of the outstanding principal amount of the Notes and the
outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted
Subsidiary, and (y) the aggregate principal amount of Notes validly tendered and not withdrawn.




          For the purposes of clause (ii) of paragraph (a) above, the following are deemed to be cash:
(1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the
Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release
of the Company or such Restricted Subsidiary from all liability on payment of the principal amount
of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted
Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the
extent that the Company and each other Restricted Subsidiary are released from any Guarantee of
payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4)
securities received by the Company or any Restricted Subsidiary from the transferee that are
converted by the Company or such Restricted Subsidiary into cash within 180 days, (5) consideration
consisting of Indebtedness of the Company or any Restricted Subsidiary and (6) any Designated
Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in an Asset
Disposition having an aggregate Fair Market Value, taken together with all other Designated
Non-Cash Consideration received pursuant to this clause, not to exceed an aggregate amount at any
time outstanding equal to 3% of Consolidated Tangible Assets (with the Fair Market Value of each
item of Designated Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value).




          (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to
Section 411(a)(iii)(B), the Company will be required to purchase Notes tendered pursuant to
an offer by the Company for the Notes (the “Offer”) at a purchase price of 100% of their
principal amount plus accrued and unpaid interest to the purchase date in accordance with the
procedures (including prorating in the event of oversubscription) set forth in Section
411(c). If the aggregate purchase price of the Notes tendered pursuant to the Offer is less
than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash
will be available to the Company for use in accordance with Section 411(a)(iii)(B) (to
repay other Indebtedness of the Company or a Restricted Subsidiary) or Section
411(a)(iii)(C). The Company shall not be required to make an Offer for Notes pursuant to this
Section 411 if the Net Available Cash available therefor (after application of the proceeds
as provided in Section 411(a)(iii)(A)) is less than $25.0 million for any particular Asset
Disposition (which lesser amounts shall be carried forward for purposes of determining whether an
Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).




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          (c) The Company shall, not later than 45 days after the Company becomes obligated to make an
Offer pursuant to this Section 411, mail a notice to each Holder with a copy to the Trustee
stating: (1) that an Asset Disposition that requires the purchase of a portion of the Notes has
occurred and that such Holder has the right (subject to the prorating described below) to require
the Company to purchase a portion of such Holder’s Notes at a purchase price in cash equal to 100%
of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase
(subject to Section 307); (2) the circumstances and relevant facts and financial
information regarding such Asset Disposition; (3) the repurchase date (which shall be no earlier
than 30 days nor later than 60 days from the date such notice is mailed); (4) the instructions
determined by the Company, consistent with this Section 411, that a Holder must follow in
order to have its Notes purchased; and (5) the amount of the Offer. If, upon the expiration of the
period for which the Offer remains open, the aggregate principal amount of Notes surrendered by
Holders exceeds the amount of the Offer, the Company shall select the Notes to be purchased on a
pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only
Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be
purchased).




          (d) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 411. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section 411, the Company will comply
with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under this Section 411 by virtue thereof.




          Section 412. Limitation on Transactions with Affiliates.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or conduct any transaction or series of related transactions (including the
purchase, sale, lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such
Affiliate Transaction are not materially less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with
a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate
consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been
approved by a majority of the Disinterested Directors. For purposes of this Section
412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth
in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the
Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness
opinion is provided by a nationally recognized appraisal or investment banking firm with respect to
such Affiliate Transaction.




          (b) The provisions of Section 412(a) will not apply to:





     (i) any Restricted Payment Transaction,




     (ii) (1) the entering into, maintaining or performance of any employment
contract, collective bargaining agreement, benefit plan, program or arrangement,
related trust agreement or any other similar arrangement for or with



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any employee, officer or director heretofore or hereafter entered into in the
ordinary course of business, including vacation, health, insurance, deferred
compensation, severance, retirement, savings or other similar plans, programs or
arrangements, (2) the payment of compensation, performance of indemnification or
contribution obligations, or any issuance, grant or award of stock, options, other
equity-related interests or other securities, to employees, officers or directors in
the ordinary course of business, (3) the payment of reasonable fees to directors of
the Company or any of its Subsidiaries (as determined in good faith by the Company
or such Subsidiary), (4) any transaction with an officer or director in the ordinary
course of business not involving more than $100,000 in any one case, or (5)
Management Advances and payments in respect thereof,




     (iii) any transaction with the Company, any Restricted Subsidiary, or any
Receivables Entity,




     (iv) any transaction arising out of agreements or instruments in existence on
the Issue Date, and any payments made pursuant thereto,




     (v) any transaction in the ordinary course of business on terms not materially
less favorable to the Company or the relevant Restricted Subsidiary than those that
could be obtained at the time in a transaction with a Person who is not an Affiliate
of the Company,




     (vi) any transaction in the ordinary course of business, or approved by a
majority of the Board of Directors, between the Company or any Restricted Subsidiary
and any Affiliate of the Company controlled by the Company that is a joint venture
or similar entity, and




     (vii) the Transactions, all transactions in connection therewith (including but
not limited to the financing thereof), and all fees and expenses paid or payable in
connection with the Transactions.



          Section 413. Limitation on Liens. The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than
Permitted Liens) on any of its property or assets (including Capital Stock of any other Person),
whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness (the
“Initial Lien”), unless contemporaneously therewith effective provision is made to secure
the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted
Subsidiary’s property or assets, any Note Guarantee of such Restricted Subsidiary, equally and
ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor
Subordinated Obligations) such obligation for so long as such obligation is so secured by such
Initial Lien. Any such Lien thereby created in favor of the Notes or any such Note Guarantee will
be automatically and unconditionally released and discharged upon (i) the release and discharge of
the Initial Lien to which it relates or (ii) any sale, exchange or transfer (other than upon
foreclosure of the Initial Lien) to any Person not an Affiliate of the Company of the property or
assets secured by such Initial Lien, or of all of the Capital Stock held by the Company or any
Restricted


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Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating
such Initial Lien.




          Section 414. Future Note Guarantors. The Company will cause each Significant Domestic
Subsidiary that guarantees payment by the Company of any Bank Indebtedness of the Company or any of
the Existing Notes to execute and deliver to the Trustee a Supplemental Indenture or other
instrument pursuant to which such Subsidiary will guarantee payment of the Notes, whereupon such
Subsidiary will become a Note Guarantor for all purposes under this Indenture. In addition, the
Company may cause any Subsidiary that is not a Subsidiary Guarantor so to guarantee payment of the
Notes and become a Subsidiary Guarantor.




          Section 415. Purchase of Notes Upon a Change in Control.




          (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right
to require the Company to repurchase all or any part of such Holder’s Notes at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of repurchase (subject to Section 307); provided, however, that the Company shall
not be obligated to repurchase Notes pursuant to this Section 415 in the event that it has
exercised its right to redeem all of the Notes as provided in Article 10.




          (b) In the event that, at the time of such Change of Control, the terms of the Bank
Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this Section 415,
then prior to the mailing of the notice to the Holders provided for in Section 415(c) but
in any event not later than 30 days following the date the Company obtains actual knowledge of any
Change of Control (unless the Company has exercised its right to redeem all the Notes as provided
in Article 10), the Company shall (i) repay in full all Bank Indebtedness subject to such
terms or offer to repay in full all such Bank Indebtedness and repay the Bank Indebtedness of each
lender who has accepted such offer or (ii) obtain the requisite consent under the agreements
governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in
Section 415(c). The Company shall first comply with the provisions of the immediately
preceding sentence before it shall be required to repurchase Notes pursuant to the provisions set
forth in this Section 415. The Company’s failure to comply with the provisions of this
Section 415(b) or Section 415(c) shall constitute an Event of Default described in
Section 601(iv) and not Section 601(ii).




          (c) Unless the Company has exercised its right to redeem all the Notes as described under
Article 10, the Company shall, not later than 30 days following the date the Company
obtains actual knowledge of any Change of Control having occurred, mail a notice to each Holder
with a copy to the Trustee stating: (i) that a Change of Control has occurred or may occur and
that such Holder has, or upon such occurrence will have, the right to require the Company to
purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest if any, to the date of purchase (subject to the right of
Holders of record on a record date to receive interest on the relevant interest payment date); (ii)
the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the
date such notice is mailed); (iv) the instructions determined by the Company, consistent with this
Section 415, that a Holder must follow in order to have its Notes purchased; and (v) if


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such notice is mailed prior to the occurrence of a Change of Control, that such offer is
conditioned on the occurrence of such Change of Control.




          (d) The Company will comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Notes pursuant to this Section 415. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 415, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 415 by virtue thereof.




ARTICLE V




SUCCESSORS




          Section 501. When the Company May Merge, Etc.




          (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease
all or substantially all its assets to, any Person, unless:





     (i) the resulting, surviving or transferee Person (the “Successor Company”)
will be a Person organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia and the Successor Company (if not the Company)
will expressly assume all the obligations of the Company under the Notes and this Indenture
by executing and delivering to the Trustee a supplemental indenture or one or more other
documents or instruments in form reasonably satisfactory to the Trustee;




     (ii) immediately after giving effect to such transaction (and treating any Indebtedness
that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result
of such transaction as having been Incurred by the Successor Company or such Restricted
Subsidiary at the time of such transaction), no Default will have occurred and be
continuing;




     (iii) immediately after giving effect to such transaction, either (A) the Successor
Company could Incur at least $1.00 of additional Indebtedness pursuant to Section
407(a) or (B) the Consolidated Coverage Ratio of the Successor Company would equal or
exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect to
such transaction;




     (iv) each Note Guarantor (other than any party to any such consolidation or merger)
shall have delivered a supplemental indenture or other document or instrument in form
reasonably satisfactory to the Trustee, confirming its Note Guarantee; and




     (v) the Company will have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies
with the provisions described in this paragraph, provided that (x) in giving such opinion
such counsel may rely on an Officer’s Certificate as to compliance with the



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foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of
Counsel will be required for a consolidation, merger or transfer described in Section
501(b).


Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (or that is
deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a
result of any such transaction undertaken in compliance with this Section 501, and any
Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance
with Section 407.




          (b) Clauses (ii) and (iii) of Section 501 (a) will not apply to any transaction in
which (1) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its
assets to the Company or (2) the Company consolidates or merges with or into or transfers all or
substantially all its properties and assets to (x) an Affiliate incorporated or organized for the
purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its
legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Company so
long as all assets of the Company and the Restricted Subsidiaries immediately prior to such
transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof.




          Section 502. Successor Company Substituted. Upon any transaction involving the
Company in accordance with Section 501, in which the Company is not the Successor Company,
the Successor Company will succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture, and thereafter the predecessor Company shall be
relieved of all obligations and covenants under this Indenture, except that the predecessor Company
in the case of a lease of all or substantially all its assets will not be released from the
obligation to pay the principal of and interest on the Notes.




ARTICLE VI




REMEDIES




          Section 601. Events of Default. An “Event of Default” means the occurrence of
the following:





     (i) a default in any payment of interest on any Note when due, continued for a period
of 30 days;




     (ii) a default in the payment of principal of any Note when due, whether at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration of
acceleration or otherwise;




     (iii) the failure by the Company to comply with its obligations under Section
501(a);




     (iv) the failure by the Company to comply for 30 days after the notice specified in the
penultimate paragraph of this Section 601, with any of its obligations under
Section 415 (other than a failure to purchase the Notes);




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     (v) the failure by the Company to comply for 60 days after the notice specified in the
penultimate paragraph of this Section 601 with its other agreements contained in the
Notes or this Indenture;




     (vi) the failure by any Subsidiary Guarantor to comply for 45 days after the notice
specified in the penultimate paragraph of this Section 601 with its obligations
under its Note Guarantee;




     (vii) the failure by the Company or any Restricted Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default, if the total amount of such
Indebtedness so unpaid or accelerated exceeds $40.0 million or its foreign currency
equivalent; provided, that no Default or Event of Default will be deemed to occur with
respect to any such accelerated Indebtedness that is paid or otherwise acquired or retired
within 20 Business Days after such acceleration;




     (viii) the taking of any of the following actions by the Company or any Significant
Subsidiary, or by each of such other Restricted Subsidiaries that are not Significant
Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as
a single Person, pursuant to or within the meaning of any Bankruptcy law:




     (A) the commencement of a voluntary case;




     (B) the consent to the entry of an order for relief against it in an
involuntary case;




     (C) the consent to the appointment of a Custodian of it or for any substantial
part of its property; or




     (D) the making of a general assignment for the benefit of its creditors;




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




     (A) is for relief against the Company or any Significant Subsidiary, or against
each of such other Restricted Subsidiaries that are not Significant Subsidiaries but
would in the aggregate constitute a Significant Subsidiary if considered as a single
Person, in an involuntary case;




     (B) appoints (x) a Custodian of the Company or any Significant Subsidiary or
for any substantial part of its property, or (y) a Custodian of each of such other
Restricted Subsidiaries that are not Significant Subsidiaries but would in the
aggregate constitute a Significant Subsidiary if considered as a single Person, or
for any substantial part of their property in the aggregate; or




     (C) orders the winding-up or liquidation of the Company or any Significant
Subsidiary, or of each of such other Restricted Subsidiaries that are not



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Significant Subsidiaries but would in the aggregate constitute a Significant
Subsidiary if considered as a single Person;




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




     (x) the rendering of any judgment or decree for the payment of money in an amount (net
of any insurance or indemnity payments actually received in respect thereof prior to or
within 90 days from the entry thereof, or to be received in respect thereof in the event any
appeal thereof shall be unsuccessful) in excess of $30.0 million or its foreign currency
equivalent against the Company or a Significant Subsidiary, or jointly and severally against
other Restricted Subsidiaries that are not Significant Subsidiaries but would in the
aggregate constitute a Significant Subsidiary if considered as a single Person, that is not
discharged, or bonded or insured by a third Person, if such judgment or decree remains
outstanding for a period of 90 days following such judgment or decree and is not discharged,
waived or stayed; or




     (xi) the failure of any Note Guarantee by a Note Guarantor that is a Significant
Subsidiary to be in full force and effect (except as contemplated by the terms thereof or of
this Indenture) or the denial or disaffirmation in writing by any Note Guarantor that is a
Significant Subsidiary of its obligations under this Indenture or its Note Guarantee (other
than by reason of the termination of this Indenture or such Note Guarantee or the release of
such Note Guarantee in accordance with such Note Guarantee and this Indenture), if such
Default continues for 10 days.



          The foregoing will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.




          The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal,
state or foreign law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.




          However, a Default under clause (iv), (v) or (vi) will not constitute an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes
notify the Company of the Default and the Company does not cure such Default within the time
specified in such clause after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a “Notice of Default.” When a
Default or an Event of Default is cured, it ceases.




          The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officer’s Certificate of any Event of Default under clause (vii) or (x)
and any event that with the giving of notice or the lapse of time would become an Event of Default
under clause (iv), (v) or (vi), its status and what action the Company is taking or proposes to
take with respect thereto.




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          Section 602. Acceleration of Maturity: Rescission and Annulment. If an Event of
Default (other than an Event of Default specified in Section 601 (viii) or Section 601
(ix)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at
least a majority in principal amount of the Outstanding Notes by notice to the Company and the
Trustee, in either case specifying in such notice the respective Event of Default and that such
notice is a “notice of acceleration,” may declare the principal of and accrued but unpaid
interest on all the Notes to be due and payable. Upon the effectiveness of such a declaration,
such principal and interest will be due and payable immediately.




          Notwithstanding the foregoing, if an Event of Default specified in Section 601 (viii)
or Section 601 (ix) occurs and is continuing, the principal of and accrued interest on all
the Outstanding Notes will ipso facto become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount
of the Outstanding Notes by notice to the Company and the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except non-payment of principal or interest
that has become due solely because of such acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.




          Section 603. Other Remedies; Collection Suit by Trustee. If an Event of Default
occurs and is continuing, the Trustee may, but is not obligated under Section 603 to pursue
any available remedy to collect the payment of principal of or interest on the Notes or to enforce
the performance of any provision of the Notes of this Indenture. If an Event of Default specified
in Section 601(i) or 601 (ii) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company for the whole
amount then due and owing (together with interest on any unpaid interest to the extent lawful) and
the amounts provided for in Section 707.




          Section 604. 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 and the Holders allowed in any judicial proceedings relative to the Company or any
other obligor upon the Notes, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section
707.




          No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.




          Section 605. Trustee May Enforce Claims Without Possession of Notes. All rights of
action and claims under this Indenture or the Notes may be prosecuted and enforced by



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the Trustee without the possession of any of the Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect
of which such judgment has been recovered.




          Section 606. Application of Money Collected. Any money collected by the Trustee
pursuant to this Article 6 shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:





     First: To the payment of all amounts due the Trustee under Section
707;




     Second: To the payment of the amounts then due and unpaid upon the Notes for
principal (and premium, if any) and interest, in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal (and premium, if any)
and interest, respectively; and




     Third: to the Company,



          Section 607. Limitation on Suits. No Holder may pursue any remedy with respect to
this Indenture or the Notes unless:





     (i) such Holder has previously given the Trustee written notice that an Event of
Default is continuing;




     (ii) Holders of at least 25% in principal amount of the Outstanding Notes have
requested the Trustee in writing to pursue the remedy;




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




     (iv) the Trustee has not complied with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




     (v) the Holders of a majority in principal amount of the Outstanding Notes have not
given the Trustee a direction inconsistent with the request within such 60-day period.



          A Holder may not use this Indenture to affect, disturb or prejudice the rights of another
Holder, to obtain a preference or priority over another Holder or to enforce any right under this
Indenture except in the manner herein provided and for the equal and ratable benefit of all
Holders.




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          Section 608. Unconditional Right of Holders To Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the
absolute and unconditional right to receive payment of the principal of and all (subject to
Section 307) interest on such Note on the respective Stated Maturity or Interest Payment
Dates expressed in such Note and to institute suit for the enforcement of any such payment on or
after such respective Stated Maturity or Interest Payment Dates, and such right shall not be
impaired without the consent of such Holder.




          Section 609. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture or any Note 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 the Company, any other obligor upon the
Notes, the Trustee and the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.




          Section 610. Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.




          Section 611. Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 6 or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.




          Section 612. Control by Holders. The Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee, provided that





     (1) such direction shall not be in conflict with any rule of law or with this
Indenture, and




     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



          However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 701, that the Trustee determines is unduly prejudicial to
the rights of any other Holder or that would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not



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inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action. This Section 612 shall be in lieu
of § 316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.




          Section 613. Waiver of Past Defaults. The Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes
waive any past Default hereunder and its consequences, except a Default





     (1) in the payment of the principal of or interest on any Note (which may only be
waived with the consent of each Holder of Notes affected), or




     (2) in respect of a covenant or provision hereof that pursuant to the second paragraph
of Section 902 cannot be modified or amended without the consent of the Holder of
each Outstanding Note affected.



          Upon any such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon. In case of any such waiver, the Company, any other obligor upon the Notes, the
Trustee and the Holders shall be restored to their former positions and rights hereunder and under
the Notes, respectively. This paragraph of this Section 613 shall be in lieu of
§ 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.




          Section 614. Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or the Notes, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant. This Section
614 shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Notes, or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Note on or after the respective Stated
Maturity or Interest Payment Dates expressed in such Note.




          Section 615. Waiver of Stay, Extension or Usury Laws. The Company (to the extent that
it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any usury or other similar
law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the
Company from paying all or any portion of the principal of (or premium, if any) or interest on the
Notes contemplated herein or in the Notes or that may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so) hereby



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expressly waives all benefit or advantage of any such law, and shall 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.




ARTICLE VII




THE TRUSTEE




          Section 701. Certain Duties and Responsibilities




          (a) Except during the continuance of an Event of Default,





     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions that by any provision hereof
are specifically required to be furnished to the Trustee, the Trustee shall be under a duty
to examine the same to determine whether or not they conform to the requirements of this
Indenture, but need not verify the contents thereof.



          (b) In case 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 man would exercise or use under the circumstances in the
conduct of his own affairs.




          (c) No provision of this Indenture shall be construed to relieve the Trustee 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 Section 701(a); (ii) the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 612.




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




          (e) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of Sections 701 and 703 hereof.




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          Section 702. Notice of Defaults. If a Default occurs and is continuing and is known
to the Trustee, the Trustee must mail within 90 days after it occurs, to all Holders as their names
and addresses appear in the Note Register, notice of such Default hereunder known to the Trustee
unless such Default shall have been cured or waived; provided, however, that, except in the case of
a Default in the payment of the principal of, premium, if any, or interest on any Note, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Holders.




          Section 703. Certain Rights of Trustee. Subject to the provisions of Section
701:





     (1) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper
party or parties;




     (2) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order thereof, and any resolution of any Person’s
board of directors shall be sufficiently evidenced if certified by an Officer of such Person
as having been duly adopted and being in full force and effect on the date of such
certificate;




     (3) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officer’s Certificate of the Company;




     (4) the Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;




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




     (6) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, other evidence of indebtedness or other
paper or document; and



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     (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;




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




     (9) unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer. The
Trustee may request from the Company delivery of an Officer’s Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take any specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person
authorized to sign an Officer’s Certificate, including any Person specified as so authorized
in any such Officer’s Certificate previously delivered and not superseded; and




     (10) the right of the Trustee to perform any discretionary act enumerated in this
Indenture shall not be construed as a duty, and the Trustee shall not be answerable for
other than its gross negligence or willful misconduct in the performance of such act.



          Section 704. Not Responsible for Recitals or Issuance of Notes. The recitals
contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be
taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company and any other obligor upon the Notes in
connection with the registration of any Notes and any Note Guarantees issued hereunder are and will
be true and accurate subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of the Notes or
the proceeds thereof.




          Section 705. May Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent,
any Note Registrar or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Notes and, subject to Section 708 and Section 713,
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent.




          Section 706. Money Held in Trust. Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.




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          Section 707. Compensation and Reimbursement. The Company agrees,





     (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by the Trustee hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust);




     (2) and the Note Guarantors agree, except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred or
made by the Trustee in accordance with any provision of this Indenture (including costs of
collection, costs of preparing and reviewing reports, certificates and other documents,
costs of preparation and mailing of notice to Holders, and the reasonable compensation, fees
and the expenses and disbursements of its agents and counsel retained by the Trustee in
connection with the delivery of an Opinion of Counsel or otherwise, in addition to such
compensation for its services), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Trustee shall provide the Company reasonable notice of any
expenditure not in the ordinary course of business; provided, that prior approval by the
Company of any such expenditure shall not be a requirement for the making of such
expenditure nor for the reimbursement by the Company therefore; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on the Trustee’s part, arising out of or
in connection with the administration of the trust or trusts hereunder, including the costs
and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.


The Company need not pay for any settlement made without its consent.





     (4) The payment obligations of the Company and the Note Guarantors pursuant to this
Section 707 shall survive the resignation or removal of the Trustee and any discharge of
this Indenture including any discharge under any Bankruptcy Law. When the Trustee incurs
expenses after the occurrence of a Default specified in Section 601(viii) or 601(ix), the
expenses are intended to constitute expenses of administration under the Bankruptcy Law.



          Section 708. Conflicting Interests. If the Trustee has or shall acquire a conflicting
interest within the meaning of the TIA, the Trustee shall eliminate such interest, apply to the SEC
for permission to continue as Trustee with such conflict or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture. To the extent permitted
by the TIA, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Original Notes and Additional Notes, or a trustee
under any other indenture between the Company and the Trustee.




          Section 709. Corporate Trustee Required; Eligibility. There shall at all times be one
(and only one) Trustee hereunder. The Trustee shall be a Person that is eligible pursuant



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to the TIA to act as such and has a combined capital and surplus of at least $50,000,000. If
any such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of this Section
709 and to the extent permitted by the TIA, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 709, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article.




          Section 710. Resignation and Removal; Appointment of Successor. No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance with
the applicable requirements of Section 711.




          The Trustee may resign at any time by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 711 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee.




          The Trustee may be removed at any time by Act of the Holders of a majority in principal amount
of the Outstanding Notes, delivered to the Trustee and to the Company.




          If at any time:





     (1) the Trustee shall fail to comply with Section 708 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at
least six months, or




     (2) the Trustee shall cease to be eligible under Section 709 and shall fail to
resign after written request therefor by the Company or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the
Company may remove the Trustee, or (B) subject to Section 614, any Holder who has
been a bona fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee or Trustees.



          If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, the Company shall promptly appoint a successor
Trustee and shall comply with the applicable requirements of Section 711. If, within one
year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee



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so appointed shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 711, become the successor Trustee and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been
so appointed by the Company or the Holders and shall have accepted appointment in the manner
required by Section 711, then, subject to Section 614, any Holder who has been a
bona fide Holder of a Note for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee.




          The Company shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to all Holders in the manner provided in Section 110.
Each notice shall include the name of the successor Trustee and the address of its Corporate Trust
Office.




          Section 711. Acceptance of Appointment by Successor. In case of the appointment
hereunder of a successor Trustee, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.




          Upon request of any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to above.




          No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article 7.




          Section 712. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article 7, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any Notes
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.




          Section 713. Preferential Collection of Claims Against the Company. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the
Trustee shall be subject to the provisions of the TIA regarding the collection of



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claims against the Company (or any such other obligor) or realizing on certain property
received by it in respect of such claims.




          Section 714. Appointment of Authenticating Agent. The Trustee may appoint an
Authenticating Agent acceptable to the Company to authenticate the Notes. Any such appointment
shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which
instrument shall be promptly furnished to the Company. Unless limited by the terms of such
appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication (or execution of a certificate of authentication) by
the Trustee includes authentication (or execution of a certificate of authentication) by such
Authenticating Agent. An Authenticating Agent has the same rights as any Note Registrar, Paying
Agent or agent for service of notices and demands.




ARTICLE VIII




HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE COMPANY




          Section 801. The Company To Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee





     (1) semi-annually, not more than 10 days after each Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders
as of such Regular Record Date, and




     (2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished;


provided, however, that if and so long as the Trustee shall be the Note Registrar, no such list
need be furnished pursuant to this Section 801.




          Section 802. Preservation of Information: Communications to Holders. The Trustee
shall preserve, in as current a form as is reasonably practicable, the names and addresses of
Holders contained in the most recent list, if any, furnished to the Trustee as provided in
Section 801 and the names and addresses of Holders received by the Trustee in its capacity
as Note Registrar; provided, however, that if and so long as the Trustee shall be the Note
Registrar, the Note Register shall satisfy the requirements relating to such list. None of the
Company, any Note Guarantor or the Trustee or any other Person shall be under any responsibility
with regard to the accuracy of such list. The Trustee may destroy any list furnished to it as
provided in Section 801 upon receipt of a new list so furnished.




          The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Notes, and the corresponding rights and privileges of the Trustee,
shall be as provided by the TIA.




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          Every Holder of Notes, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee, nor any agent of either of them, shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the TIA.




          Section 803. Reports by Trustee. The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA
at the times and in the manner provided pursuant thereto. A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which
any Notes are listed, with the SEC and with the Company. The Company will notify the Trustee when
any Notes are listed on any stock exchange.




ARTICLE IX




AMENDMENT, SUPPLEMENT OR WAIVER




          Section 901. Without Consent of Holders. Without the consent of the Holders of any
Notes, the Company, the Trustee and (as applicable) any Note Guarantor may amend or supplement this
Indenture or the Notes, for any of the following purposes:





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




     (2) to provide for the assumption by a Successor Company of the obligations of the
Company or a Note Guarantor under this Indenture,




     (3) to provide for uncertificated Notes in addition to or in place of certificated
Notes,




     (4) to add Guarantees with respect to the Notes, to secure the Notes, to confirm and
evidence the release, termination or discharge of any Guarantee or Lien with respect to or
securing the Notes when such release, termination or discharge is provided for under this
Indenture,




     (5) to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power conferred upon the Company,




     (6) to provide for or confirm the issuance of Additional Notes,




     (7) to make any change that does not materially adversely affect the rights of any
Holder under the Notes or this Indenture, or




     (8) to comply with any requirement of the SEC in connection with the qualification of
this Indenture under the TIA or otherwise.



          Section 902. With Consent of Holders. Subject to Section 608, the Company,
the Trustee and (if applicable) each Note Guarantor may amend or supplement this Indenture or the
Notes with the written consent of the Holders of a majority in aggregate principal amount of



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the Outstanding Notes (including consents obtained in connection with a tender offer or
exchange offer for Notes), and the Holders of not less than a majority in aggregate principal
amount of the Outstanding Notes by written notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event
of Default or compliance by the Company or any Note Guarantor with any provision of this Indenture,
the Notes or any Note Guarantee.




          Notwithstanding the provisions of this Section 902, without the consent of each Holder
affected thereby, an amendment or waiver, including a waiver pursuant to Section 613, may
not:





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




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




     (iii) reduce the principal or extend the Stated Maturity of any Note;




     (iv) reduce the premium payable upon the redemption of any Note or change the date on
which any Note may be redeemed as described in Section 1001;




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




     (vi) impair the right of any Holder to receive payment of principal of and interest on
such Holder’s Notes on or after the due dates therefor or to institute suit for the
enforcement of any such payment on or with respect to such Holder’s Notes; or




     (vii) make any change in the amendment or waiver provisions described in this
paragraph.



          It shall not be necessary for the consent of the Holders under this Section 902 to
approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.




          An amendment, supplement or waiver under this Section will become effective on receipt by the
Trustee of written consents from the Holders of the requisite percentage in principal amount of the
outstanding Notes or an Officer’s Certificate certifying that such consents have been obtained.
After an amendment, supplement or waiver under this Section 902 becomes effective, the
Company shall mail to the Holders, with a copy to the Trustee, 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 supplemental indenture
or the effectiveness of any such amendment, supplement or waiver.




          Section 903. Execution of Amendments, Supplements or Waivers. The Trustee shall sign
any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing



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to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the
effect that the execution of such amendment, supplement or waiver has been duly authorized,
executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency,
fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or
hereinafter in effect affecting creditors’ rights or remedies generally and the general principles
of equity (including standards of materiality, good faith, fair dealing and reasonableness),
whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a
valid and binding agreement of the Company, enforceable against the Company in accordance with its
terms.




          Section 904. Revocation and Effect of Consents. Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of that Note or any Note that evidences all or any part of the same debt as
the consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to
the following paragraph of this Section 904, any such Holder or subsequent Holder may
revoke the consent as to such Holder’s Note by written notice to the Trustee or the Company,
received by the Trustee or the Company, as the case may be, before the date on which the Trustee
receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or
waiver. The 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 as set forth in
Section 108.




          After an amendment, supplement or waiver becomes effective, it shall bind every Holder of
Notes, unless it makes a change described in any of clauses (i) through (viii) of the second
paragraph of Section 902. In that case, the amendment, supplement or waiver shall bind
each Holder of a Note who has consented to it and every subsequent Holder of such Note or any Note
that evidences all or any part of the same debt as the consenting Holder’s Note.




          Section 905. Conformity with TIA. Every amendment or supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA as then in effect.




          Section 906. Notation on or Exchange of Notes. If an amendment, supplement or waiver
changes the terms of a Note, the Trustee shall (if required by the Company and in accordance with
the specific direction of the Company) request the Holder of the Note to deliver it to the Trustee.
The Trustee shall (if required by the Company and in accordance with the specific direction of the
Company) place an appropriate notation on the Note about the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for
the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.




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ARTICLE X




REDEMPTION OF NOTES




          Section 1001. Right of Redemption.




          (a) The Notes will be redeemable, at the Company’s option, in whole or in part, and from time
to time on and after June 15, 2013 and prior to maturity at the redemption prices set forth below.
Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered
address in accordance with Section 1005. The Company may provide in such notice that
payment of the redemption price and the performance of the Company’s obligations with respect to
such redemption may be performed by another Person. Any such redemption and notice may, in the
Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including
but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the
following redemption prices (expressed as a percentage of principal amount), plus accrued and
unpaid interest, if any, to the relevant Redemption Date (subject to Section 307), if
redeemed during the 12-month period commencing on June 15 of the years set forth below:




	 	 	 	 	 
	Period	 	Redemption Price
	2013
	 	 	104.750	%
	2014
	 	 	102.375	%
	2015 and thereafter
	 	 	100.000	%






          (b) In addition, at any time and from time to time on or prior to June 15, 2012, the Company,
at its option, may redeem the Notes in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes (including the principal amount of any Additional
Notes), with funds in an aggregate amount (the “Redemption Amount”) not exceeding the
aggregate cash proceeds of one or more Equity Offerings, at a Redemption Price (expressed as a
percentage of principal amount thereof) of 109.500% plus accrued and unpaid interest, if any, to
the Redemption Date (subject to Section 307); provided, however, that an aggregate
principal amount of the Notes equal to at least 65% of the original aggregate principal amount of
the Notes (including the principal amount of any Additional Notes) must remain Outstanding after
each such redemption. The Company may make such redemption upon notice mailed by first-class mail
to each Holder’s registered address in accordance with Section 1005 (but in no event more
than 180 days after the completion of the related Equity Offering). The Company may provide in
such notice that payment of the redemption price and performance of the Company’s obligations with
respect to such redemption may be performed by another Person. Any such notice may be given prior
to the completion of the related Equity Offering, and any such redemption or notice may, at the
Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including
the completion of the related Equity Offering.




          (c) At any time prior to June 15, 2013, the Notes may also be redeemed or purchased (by the
Company or any other Person) in whole or in part, at the Company’s option, at a price (the
“Redemption Price”) equal to 100% of the principal amount thereof plus the Applicable
Premium as of, and accrued but unpaid interest, if any, to, the date of redemption or



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purchase (the “Redemption Date”) (subject to Section 307). Such redemption or
purchase may be made upon notice mailed by first-class mail to each Holder’s registered address,
not less than 30 nor more than 60 days prior to the Redemption Date. The Company may provide in
such notice that payment of the Redemption Price and performance of the Company’s obligations with
respect to such redemption or purchase may be performed by another Person. Any such redemption,
purchase or notice may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change of Control.




          “Applicable Premium” means, with respect to a Note at any Redemption Date, the greater
of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at
such Redemption Date of (1) the redemption price of such Note on June 15, 2013, (such redemption
price being that described in Section 1001(a)) plus (2) all required remaining scheduled
interest payments due on such Note through such date, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such Redemption
Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the
Company by such Person as the Company shall designate; provided that such calculation shall not be
a duty or obligation of the Trustee.




          “Treasury Rate” means, with respect to a Redemption Date, the yield to maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly
available at least two Business Days prior to such Redemption Date (or, if such Statistical Release
is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such Redemption Date to June 15, 2013; provided, however, that if the period from
the Redemption Date to such date is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of
United States Treasury securities for which such yields are given, except that if the period from
the Redemption Date to such date is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year shall be used.




          Section 1002. Applicability of Article. Redemption or purchase of Notes as permitted
by Section 1001 shall be made in accordance with this Article 10.




          Section 1003. Election To Redeem; Notice to Trustee. In case of any redemption at the
election of the Company of less than all of the Notes, the Company shall, at least 30 days prior to
the Redemption Date initially fixed by the Company (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to
be redeemed.




          Section 1004. Selection by Trustee of Notes To Be Redeemed. In the case of any
partial redemption, selection of the Notes for redemption will be made by the Trustee not more than
60 days prior to the Redemption Date on a pro rata basis, by lot or by such other method as the
Trustee in its sole discretion shall deem to be fair and appropriate, although no Note of $2,000 in
original principal amount or less will be redeemed in part.




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          The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. On and after the Redemption Date, interest will cease to accrue on Notes or portions
thereof called for redemption.




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Note redeemed or to be
redeemed only in part, to the portion of the principal of such Note that has been or is to be
redeemed.




          Section 1005. Notice of Redemption. Notice of redemption or purchase as provided in
Section 1001 shall be given by first-class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at such
Holder’s address appearing in the Note Register.




          Any such notice shall state:





     (1) the expected Redemption Date,




     (2) the redemption price,




     (3) if less than all Outstanding Notes are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the Notes to be
redeemed,




     (4) that, on the Redemption Date, the redemption price will become due and payable upon
each such Note, and that, unless the Company defaults in making such redemption payment or
the Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest thereon shall cease to accrue from and after said date, and




     (5) the place where such Notes are to be surrendered for payment of the redemption
price.


In addition, if such redemption, purchase or notice is subject to satisfaction of one or more
conditions precedent, as permitted by Section 1001, such notice shall describe each such
condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date
may be delayed until such time as any or all such conditions shall be satisfied, or such redemption
or purchase may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so
delayed.




          The Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be performed by
another Person.




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          Notice of such redemption or purchase of Notes to be so redeemed or purchased at the election
of the Company shall be given by the Company or, at the Company’s request (made to the Trustee at
least 40 days (or such shorter period as shall be satisfactory to the Trustee) prior to the
Redemption Date), by the Trustee in the name and at the several expense of the Company.




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




          Section 1006. Deposit of Redemption Price. On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, the Company shall segregate and hold in trust as provided in Section 403)
an amount of money sufficient to pay the redemption price of, and any accrued and unpaid interest
on, all the Notes or portions thereof which are to be redeemed on that date.




          Section 1007. Notes Payable on Redemption Date. Notice of redemption having been
given as provided in this Article 10, the Notes so to be redeemed shall, on the Redemption
Date, become due and payable at the redemption price herein specified and from and after such date
(unless the Company shall default in the payment of the redemption price or the Paying Agent is
prohibited from paying the redemption price pursuant to the terms of this Indenture) such Notes
shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such
notice, such Notes shall be paid by the Company at the redemption price. Installments of interest
whose Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders
of such Notes registered as such on the relevant Regular Record Dates according to their terms and
the provisions of Section 307.




          On and after any Redemption Date, if money sufficient to pay the redemption price of and any
accrued and unpaid interest on Notes called for redemption shall have been made available in
accordance with Section 1006, the Notes (or the portions thereof) called for redemption
will cease to accrue interest and the only right of the Holders of such Notes (or portions thereof)
will be to receive payment of the redemption price of and subject to the last sentence of the
preceding paragraph, any accrued and unpaid interest on such Notes (or portions thereof) to the
Redemption Date. If any Note (or portion thereof) called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by the Note (or portion thereof).




          Section 1008. Notes Redeemed in Part. Any Note that is to be redeemed only in part
shall be surrendered at the Place of Payment (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note
without service charge, a new Note or Notes, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Note so surrendered.




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ARTICLE XI




SATISFACTION AND DISCHARGE




          Section 1101. Satisfaction and Discharge of Indenture. This Indenture will be
discharged and cease to be of further effect (except as to any surviving rights of registration of
or transfer or exchange of Notes herein expressly provided for), and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when





     (i) either




     (a) all Notes previously authenticated and delivered (other than (i) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 306, and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section
403) have been delivered to the Trustee cancelled or for cancellation; or




     (b) all such Notes not previously delivered to the Trustee cancelled or for
cancellation




     (1) have become due and payable, or




     (2) will become due and payable at their Stated Maturity within one
year, or




     (3) have been or are to be called for redemption within one year under
arrangements reasonably satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the
Company,




     (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee
an amount in United States dollars, U.S. Government Obligations, or a combination thereof,
sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes
not previously delivered to the Trustee cancelled or for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the case of Notes that have
become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;




     (iii) the Company has paid or caused to be paid all other sums then payable hereunder
by the Company; and




     (iv) the Company has delivered to the Trustee an Officer’s Certificate of the Company
and an Opinion of Counsel each to the effect that all conditions precedent provided for in
this Section 1101 relating to the satisfaction and discharge of this Indenture have
been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses
(i), (ii) and (iii)).



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          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 707 and, if money shall have been deposited with the
Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section
1102, shall survive.




          Section 1102. Application of Trust Money. Subject to the provisions of the last
paragraph of Section 403, all money deposited with the Trustee pursuant to Section
1101 shall be held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest on
the Notes; but such money need not be segregated from other funds except to the extent required by
law.




ARTICLE XII




DEFEASANCE OR COVENANT DEFEASANCE




          Section 1201. The Company’s Option To Effect Defeasance or Covenant Defeasance. The
Company may, concurrently (and not separately) at its option, at any time, elect to have terminated
the obligations of the Company with respect to Outstanding Notes and to have terminated all of the
obligations of the Note Guarantors, with respect to the Note Guarantees, in each case, as set forth
in this Article 12, and elect to have either Section 1202 or Section 1203
be applied to all of the Outstanding Notes (the “Defeased Notes”), upon compliance with the
conditions set forth below in Section 1204. Either Section 1202 or Section
1203 may be applied to the Defeased Notes to any Redemption Date or the Stated Maturity of the
Notes.




          Section 1202. Defeasance and Discharge. Upon the Company’s exercise under Section
1201 of the option applicable to this Section 1202, the Company shall be deemed to have
been released and discharged from its obligations with respect to the Defeased Notes on the date
the relevant conditions set forth in Section 1204 below are satisfied (hereinafter,
“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Defeased Notes, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the
other Sections of this Indenture referred to in clauses (a) and (b) below, and the Company and each
of the Note Guarantors shall be deemed to have satisfied all other obligations under such Notes and
this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following, which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased
Notes to receive, solely from the trust fund described in Section 1204 and as more fully
set forth in such Section, payments in respect of the principal of and premium, if any, and
interest on such Notes when such payments are due, (b) the Company’s obligations with respect to
such Defeased Notes under Sections 304, 305, 306, 402 and
403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including the Trustee’s rights under Section 707, and (d) this Article 12. If the
Company exercises its option under this Section 1202, payment of the Notes may not be
accelerated because of an Event of Default with respect thereto. Subject to



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compliance with this Article 12, the Company may, at its option and at anytime, exercise its
option under this Section 1202 notwithstanding the prior exercise of its option under
Section 1203 with respect to the Notes.




          Section 1203. Covenant Defeasance. Upon the Company’s exercise under Section
1201 of the option applicable to this Section 1203, (a) the Company and the Note
Guarantors shall be released from their respective obligations under any covenant or provision
contained in Section 405 and Sections 407 through 415 and the provisions of
clauses (iii), (iv) and (v) of Section 501(a) shall not apply, and (b) the occurrence of
any event specified in clause (iv), (v) (with respect to Section 405 and Sections
407 through 415, inclusive), (vi), (vii), (viii) (with respect to Subsidiaries), (ix)
(with respect to Subsidiaries), (x) or (xi) of Section 601 shall be deemed not to be or
result in an Event of Default, in each case with respect to the Defeased Notes on and after the
date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and
the Notes shall thereafter be deemed not to be “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 or provisions, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to
the Outstanding Notes, the Company and the Subsidiary Guarantors may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant or
provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or provision or by reason of any reference in any such covenant or provision 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 601, but, except as specified above, the
remainder of this Indenture and such Outstanding Notes shall be unaffected thereby.




          Section 1204. Conditions to Defeasance or Covenant Defeasance. The following shall be
the conditions to application of either Section 1202 or Section 1203 to the
Outstanding Notes:





     (1) The Company shall have irrevocably deposited or caused to be deposited with the
Trustee in trust cash, in United States dollars, or U.S. Government Obligations or a
combination thereof, in amounts as will be sufficient (without reinvestment), to pay and
discharge the principal of, and premium, if any, and interest on the Defeased Notes on the
Stated Maturity or relevant Redemption Date in accordance with the terms of this Indenture
and the Notes;




     (2) No Default or Event of Default shall have occurred and be continuing on the date of
such deposit;




     (3) Such deposit shall not result in a breach or violation of, or constitute a Default
or Event of Default under, this Indenture or any other material agreement or instrument to
which the Company is a party or by which it is bound;




     (4) In the case of an election under Section 1202, the Company shall have
delivered to the Trustee an Opinion of Counsel from Alston & Bird LLP or other counsel in
the United States to the effect that (x) the Company has received from, or there has been



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published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there
has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm to the effect that, the Holders of the
Outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as
a result of such 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 Defeasance had
not occurred;




     (5) In the case of an election under Section 1203, the Company shall have
delivered to the Trustee an Opinion of Counsel from Alston & Bird LLP or other counsel in
the United States to the effect that the Holders of the Outstanding Notes will not recognize
income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance
and will be subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not occurred; and




     (6) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each to the effect that all conditions precedent provided for in this
Section 1204 relating to either the Defeasance under Section 1202 or the
Covenant Defeasance under Section 1203, as the case may be, have been complied with.
In rendering such Opinion of Counsel, counsel may rely on any Officer’s Certificate as to
compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to
any matters of fact.



          Section 1205. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other
Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section
403, all money and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or such other Person that would qualify to act as successor trustee under
Article 7, collectively and solely for purposes of this Section 1205, the
“Trustee”) pursuant to Section 1204 in respect of the Defeased Notes shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.




          The Company shall pay and indemnify the Trustee and its agents and hold them harmless against
any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204, or the principal, premium, if any, and interest
received in respect thereof, other than any such tax, fee or other charge that by law is for the
account of the Holders of the Defeased Notes.




          Anything in this Article 12, to the contrary notwithstanding, the Trustee shall
deliver to the Company from time to time, upon Company Request, any money or U.S. Government
Obligations held by it as provided in Section 1204 that, in the opinion of a nationally
recognized accounting or investment banking firm expressed in a written certification thereof to
the Trustee, are in excess of the amount thereof that would then be required to be deposited to
effect



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an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee
shall not incur any liability to any Person by relying on such opinion.




          Section 1206. Reinstatement. If the Trustee or Paying Agent is unable to apply any
money or U.S. Government Obligations in accordance with Section 1202 or 1203, as
the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations of the
Company and each of the Note Guarantors under this Indenture, the Notes and the Note Guarantees
shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202
or 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money and U.S. Government Obligations in accordance with Section 1202 or
1203, as the case may be; provided, however, that if the Company or any Note Guarantor
makes any payment of principal, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company or Note Guarantor, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money and
U.S. Government Obligations held by the Trustee or Paying Agent.




          Section 1207. Repayment to the Company. The Trustee shall pay to the Company upon
Company Request any money held by it for the payment of principal or interest that remains
unclaimed for two years. After payment to the Company, Holders entitled to money must look to the
Company for payment as general creditors unless an applicable abandoned property law designates
another Person and all liability of the Trustee or Paying Agent with respect to such money shall
thereupon cease.




ARTICLE XIII




NOTE GUARANTEES




          Section 1301. Guarantees Generally.




          (a) Parent Guarantees. Each of Holding and GPC, as primary obligor and not merely as
surety, hereby irrevocably and fully and unconditionally, jointly and severally Guarantees (each, a
“Parent Guarantee,” and each of Holding and GPC in such capacity, a “Parent
Guarantor”), on an unsecured senior basis, the punctual payment when due, whether at Stated
Maturity, by acceleration or otherwise, of all monetary obligations of the Company under this
Indenture and the Notes, whether for principal of or interest on the Notes, expenses,
indemnification or otherwise (all such obligations guaranteed by each Parent Guarantor being herein
called the “Parent Guaranteed Obligations”).




          (b) Guarantee of Each Subsidiary Guarantor. Each Subsidiary Guarantor, as primary
obligor and not merely as surety, will jointly and severally, irrevocably and fully and
unconditionally Guarantee, on an unsecured senior basis, the punctual payment when due, whether at
Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company under
this Indenture and the Notes, whether for principal of or interest on the Notes, expenses,
indemnification or otherwise (all such obligations guaranteed by such Subsidiary Guarantors being
herein called the “Subsidiary Guaranteed Obligations”).




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




          (c) Further Agreements of Each Note Guarantor.




          (i) Each Note Guarantor hereby agrees that (to the fullest extent permitted by law) its
obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of this Indenture, the Notes or the obligations of the Company or any other Note
Guarantor to the Holders or the Trustee hereunder or thereunder, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or
thereof, any release of any other Note Guarantor, the recovery of any judgment against the Company,
any action to enforce the same, whether or not a notation concerning its Note Guarantee is made on
any particular Note, or any other circumstance that might otherwise constitute a legal or equitable
discharge or defense of a guarantor.




          (ii) Each Note Guarantor hereby waives (to the fullest extent permitted by law) the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that (except as otherwise provided in Section
1303) its Note Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes, this Indenture and this Note Guarantee. Such Note Guarantee is
a guarantee of payment and not of collection. Each Note Guarantor further agrees (to the fullest
extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the
Trustee, on the other hand, subject to this Article 13, (1) the maturity of the obligations
guaranteed by its Note Guarantee may be accelerated as and to the extent provided in Article
6 for the purposes of such Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed by such Note
Guarantee, and (2) in the event of any acceleration of such obligations as provided in Article
6, such obligations (whether or not due and payable) shall forthwith become due and payable by
such Note Guarantor in accordance with the terms of this Section 1301 for the purpose of
such Note Guarantee. 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 Guaranteed
Note Obligations or against the Company or any other Person or any property of the Company or any
other Person before the Trustee is entitled to demand payment and performance by any or all Note
Guarantors of their obligations under their respective Note Guarantees or under this Indenture.




          (iii) Until terminated in accordance with Section 1303, each Note Guarantee will
remain in full force and effect and continue to be effective should any petition be filed by or
against the Company for liquidation or reorganization, should the Company become insolvent or



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make an assignment for the benefit of creditors or should a receiver or trustee be appointed
for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted
by law, continue to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on such Notes, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance had not been made.
In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned,
the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.




          (d) Each Note Guarantor that makes a payment or distribution under its Note Guarantee shall
have the right to seek contribution from the Company or any non-paying Note Guarantor that has also
Guaranteed the relevant Guaranteed Note Obligations in respect of which such payment or
distribution is made, so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantees.




          (e) Each Note Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that its Note Guarantee, and the
waiver set forth in Section 1305 are knowingly made in contemplation of such benefits.




          (f) Each Note Guarantor, pursuant to its Note Guarantee, also hereby agrees to pay any and all
reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the
Trustee or the Holders in enforcing any rights under its Note Guarantee.




          Section 1302. Continuing Guarantees.




          (a) Each Note Guarantee shall be a continuing Guarantee and will (i) subject to Section
1303, remain in full force and effect until payment in full of the principal amount of all
Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or
other acquisition) and all other Parent Guaranteed Obligations of the Parent Guarantor and
Subsidiary Guaranteed Obligations of the Subsidiary Guarantor then due and owing, (ii) be binding
upon such Note Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the
Holders and their permitted successors, transferees and assigns.




          (b) The obligations of each Note Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would otherwise have reduced or
terminated the obligations of any Note Guarantor hereunder and under its Note Guarantee (whether
such payment shall have been made by or on behalf of the Company or by or on behalf of a Note
Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy,
liquidation or reorganization of the Company or any Note Guarantor or otherwise, all as though such
payment had not been made.




          Section 1303. Release of Note Guarantees. Notwithstanding the provisions of
Section 1302, Note Guarantees will be subject to termination and discharge under the
circumstances described in this Section 1303:




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     (1) Each Parent Guarantor will automatically and unconditionally be released from all
obligations under its Parent Guarantee, and its Parent Guarantee will thereupon terminate
and be discharged and of no further force or effect, (i) upon any merger or consolidation of
such Parent Guarantor with and into the Company or the other Parent Guarantor, (ii) upon
legal or covenant defeasance of the Company’s obligations under, or satisfaction and
discharge of, this Indenture, or (iii) subject to Section 1302(b), upon payment in
full of the aggregate principal amount of all Notes then Outstanding and all other Parent
Guaranteed Obligations of such Parent Guarantor then due and owing.




     (2) Any Subsidiary Guarantor will automatically and unconditionally be released from
all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall
thereupon terminate and be discharged and of no further force or effect, (i) concurrently
with any sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any
interest therein in accordance with the terms of this Indenture (including Section
411 and Section 501) by the Company or a Restricted Subsidiary, following which
such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any
time that such Subsidiary Guarantor is released from all of its obligations under all of its
Guarantees of payment by the Company of any Bank Indebtedness of the Company and the
Existing Notes, if applicable (other than by reason of payment under such Guarantees of Bank
Indebtedness), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and
into the Company or another Subsidiary Guarantor that is the surviving Person in such merger
or consolidation, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted
Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or
satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b),
upon payment in full of the aggregate principal amount of all Notes then Outstanding and all
other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will
have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that
has not guaranteed payment by the Company of any Bank Indebtedness of the Company or the
Existing Notes, if applicable, to be unconditionally released from all obligations under its
Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be
discharged and of no further force or effect.




Upon any such occurrence specified in this paragraph, the Trustee shall execute any
documents reasonably required in order to evidence such release, discharge and termination
in respect of such Subsidiary Guarantee.


Upon any such occurrence specified in this Section 1303, the Trustee shall execute any
documents reasonably required in order to evidence such release, discharge and termination in
respect of the applicable Note Guarantee.




          Section 1304. [Reserved].




          Section 1305. Waiver of Subrogation. Each Note Guarantor hereby irrevocably waives
any claim or other rights that 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 Notes and
this Indenture or such Note Guarantor’s obligations under its Note Guarantee and this Indenture,
including any right of subrogation, reimbursement, exoneration,



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indemnification, and any right to participate in any claim or remedy of any Holder of Notes against
the Company, whether or not such claim, remedy or right arises in equity, or under contract,
statute or common law, until this Indenture is discharged and all of the Notes are discharged and
paid in full. If any amount shall be paid to any Note Guarantor in violation of the preceding
sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have
been paid to such Note Guarantor for the benefit of, and held in trust for the benefit of, the
Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to
be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms
of this Indenture.




          Section 1306. Notation Not Required. Neither the Company nor any Note Guarantor shall
be required to make a notation on the Notes to reflect any Note Guarantee or any such release,
termination or discharge thereof.




          Section 1307. Successors and Assigns of Note Guarantors. All covenants and agreements
in this Indenture by each Note Guarantor shall bind its respective successors and assigns, whether
so expressed or not.




          Section 1308. Execution and Delivery of Subsidiary Guarantees. The Company shall
cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to
Section 414, and each Subsidiary of the Company that the Company causes to become a
Subsidiary Guarantor pursuant to Section 414, to promptly execute and deliver to the
Trustee a Supplemental Indenture substantially in the form set forth in Exhibit D to this
Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing
its Subsidiary Guarantee on substantially the terms set forth in this Article 13.
Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has
been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the
applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization,
moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies
generally and the general principles of equity (including standards of materiality, good faith,
fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such
Supplemental Indenture is a valid and binding agreement of such Restricted Subsidiary, enforceable
against such Restricted Subsidiary in accordance with its terms.




          Section 1309. Notices. Notice to any Note Guarantor shall be sufficient if addressed
to such Note Guarantor care of the Company at the address, place and manner provided in Section
109.




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




	 	 	 	 	 
	 	GRAPHIC PACKAGING INTERNATIONAL, INC.

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	GRAPHIC PACKAGING HOLDING COMPANY,

as Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	GRAPHIC PACKAGING CORPORATION, as Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	BLUEGRASS CONTAINER CANADA HOLDINGS, 

LLC, as Note
Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 




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	 	BLUEGRASS FLEXIBLE PACKAGING COMPANY, 
LLC,
as Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	BLUEGRASS LABELS COMPANY, LLC, as 

Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	BLUEGRASS MULTIWALL BAG COMPANY, LLC, as 
Note
Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	FIELD CONTAINER QUERETARO (USA), L.L.C., as 
Note
Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 




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	 	HANDSCHY HOLDINGS, LLC, as Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	HANDSCHY INDUSTRIES, LLC, as Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	RIVERDALE INDUSTRIES, LLC, as Note Guarantor

 	 
	 	By:  	/s/ W. Scott Wenhold
 	 
	 	 	Name:  	W. Scott Wenhold 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Muriel Shaw
 	 
	 	 	Name:  	Muriel Shaw 	 
	 	 	Title:  	Assistant Vice President 	 
	 




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EXHIBIT A




Form of Note1

(FACE OF NOTE)




GRAPHIC PACKAGING INTERNATIONAL, INC.




9.50% Senior Notes Due 2017




CUSIP No. [•]2 [•]3

No.                      $




          Graphic Packaging International Inc., a corporation duly organized and existing under the laws
of the State of Delaware (and its successors and assigns) (the “Company”), promises to pay
to                      , or registered assigns, the principal sum of
$                     ([                    ] United States Dollars) [(or
such lesser or greater amount as shall be outstanding hereunder from time to time in accordance
with Sections 312 and 313 of the Indenture referred to on the reverse
hereof)]4 (the “Principal Amount”) on June 15, 2017. The Company promises to
pay interest semi-annually on June 15 and December 15 in each year, commencing December 15, 2009,
at the rate of 9.50% per annum [(subject to adjustment as provided below)]5 [, except
that interest accrued on this Note for periods prior to the date on which the Initial Note was
surrendered in exchange for this Note will accrue at the rate or rates borne by such Initial Note
from time to time during such periods]6, until the Principal Amount is paid or made
available for payment. [Interest on this Note will accrue from the most recent date to which
interest on this Note or any of its Predecessor Notes has been paid or duly






 




			
	1	 	Insert any applicable legends from Article 2.
	 
	2	 	Include only for Initial Note.
	 
	3	 	Include only for Exchange Note.
	 
	4	 	Include only if the Note is issued in global form.
	 
	5	 	Include only for Initial Note.
	 
	6	 	Include only for Exchange Note.






A-1









 




provided for or, if no interest has been paid, from the Issue Date.]7 [Interest on
this Note will accrue (or will be deemed to have accrued) from the most recent date to which
interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no
such interest has been paid, from [                    ]8.]9
Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more
than 15 days nor less than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.




          [The Holder of this Note is entitled to the benefits of the Exchange Offer Registration Rights
Agreement, dated June 16, 2009, among the Company, the initial purchasers named therein and the
Note Guarantors named therein (the “Registration Rights Agreement”) and will be entitled to
the payment of Additional Interest under the circumstances provided therein]10
11




          Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The
City of New York; provided, however, that at the option of the Company






 




			
	7	 	Include only for Original Notes.
	 
	8	 	Insert the Interest Payment Date immediately preceding
the date of issuance of the applicable Additional Notes, or if the date of
issuance of such Additional Notes is an Interest Payment Date, such date of
issuance.
	 
	9	 	Include only for Additional Notes (and Exchange Notes
issued in the exchange therefor).
	 
	10	 	Include only for Initial Note when required by the
Registration Rights Agreement.
	 
	11	 	For an Initial Additional Note, add any similar
provision, if any, as may be agreed by the Issuers with respect to additional
interest on such Initial Additional Note.





A-2









 




payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Note Register.




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.




A-3









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GRAPHIC PACKAGING INTERNATIONAL, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-4









 





          This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated:




A-5









 








(REVERSE OF NOTE)




          This Note is one of the duly authorized issue of 9.50% Senior Notes Due 2017 of the Company
(herein called the “Notes”), issued under an Indenture, dated as of June 16, 2009 (herein
called the “Indenture,” which term shall have the meanings assigned to it in such
instrument), among the Company, Graphic Packaging Holding Company, Graphic Packaging Corporation,
and the other Note Guarantors from time to time parties thereto, as Note Guarantors, and U.S. Bank
National Association, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, any other obligor upon this Note, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes
include those stated in the Indenture and those made a part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended, as in effect from time to time (the “TIA”). The
Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. Additional Notes may be issued under the Indenture which will vote as a
class with the Notes and otherwise be treated as Notes for purposes of the Indenture.




          All terms used in this Note that are defined in the Indenture shall have the meanings assigned
to them in the Indenture.




          This Note is entitled to the benefits of the certain senior Note Guarantees of the Note
Guarantors and may hereafter be entitled to certain other senior Note Guarantees made for the
benefit of the Holders. Reference is made to Article Thirteen of the Indenture and to the
Note Guarantees for terms relating to such Note Guarantees, including the release, termination and
discharge thereof. Neither the Company nor any Note Guarantor shall be required to make any
notation on this Note to reflect any Note Guarantee or any such release, termination or discharge.




          The Notes will be redeemable, at the Company’s option, in whole or in part, and from time to
time on and after June 15, 2013 and prior to maturity at the applicable redemption prices set forth
below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s
registered address in accordance with the Indenture. The Company may provide in such notice that
payment of the Redemption Price and performance of the Company’s obligations with respect to such
redemption or purchase may be performed by another Person. Any such redemption and notice may, in
the Company’s discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the occurrence of a Change of Control. The Notes will be so
redeemable at the following Redemption Prices (expressed as a percentage of principal amount), plus
accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date), if redeemed during the 12-month period commencing on June 15 of the years
set forth below:




A-6









 








	 	 	 	 	 
	Period	 	Redemption Price
	2013
	 	 	104.750	%
	2014
	 	 	102.375	%
	2015 and thereafter
	 	 	100.000	%






          In addition, at any time and from time to time prior to June 15, 2012, the Company at its
option may redeem the Notes, in an aggregate principal amount equal to up to 35% of the original
aggregate principal amount of the Notes (including the principal amount of any Additional Notes),
with funds in an aggregate amount not exceeding the aggregate cash proceeds of one or more Equity
Offerings, at a Redemption Price (expressed as a percentage of principal amount thereof) of
109.500% plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date); provided, however, that an aggregate principal amount of the Notes equal to at least
65% of the original aggregate principal amount of the Notes (including the principal amount of any
Additional Notes) must remain outstanding after each such redemption. The Company may make such
redemption upon notice mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture (but in no event more than 180 days after the completion of the related Equity
Offering). The Company may provide in such notice that payment of the Redemption Price and
performance of the Company’s obligations with respect to such redemption or purchase may be
performed by another Person. Any such notice may be given prior to the completion of the related
Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent including the completion of the related Equity
Offering.




          At any time prior to June 15, 2013, such Notes may also be redeemed or purchased (by the
Company or any other Person) in whole or in part, at the Company’s option, at a price equal to 100%
of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest,
if any, to, the date of redemption or purchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date). Such
redemption or purchase may be made upon notice mailed by first-class mail to each Holder’s
registered address in accordance with the Indenture. The Company may provide in such notice that
payment of the Redemption Price and performance of the Company’s obligations with respect to such
redemption or purchase may be performed by another Person. Any such redemption, purchase or notice
may, at the Company’s discretion, be subject to the satisfaction of one or more conditions
precedent including but not limited to the occurrence of a Change of Control.




          The Indenture provides that upon the occurrence of a Change of Control, each Holder will have
the right to require that the Company repurchase all or any part of such Holder’s Notes at a
purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, to the date of such repurchase; provided, however, that the Company shall
not be obligated to repurchase Notes in the event it has exercised its right to redeem all the
Notes as described above.




          The Notes will not be entitled to the benefit of a sinking fund.




A-7









 








          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and certain Events of Default with respect to this Note,
in each case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes to be affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in principal amount of the Notes at the time
Outstanding to be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the
Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.




          As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the Trustee to pursue such remedy in respect of such Event of
Default as Trustee and offered the Trustee reasonable security or indemnity, and the Trustee shall
not have received from the Holders of a majority in principal amount of Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after the respective due
dates expressed herein.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in a Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Note Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and
for the same aggregate principal amount, will be issued to the designated transferee or
transferees.





A-8









 








          The Notes are issuable only in registered form without coupons in minimum denominations of
$2,000.00 and any integral multiple of $1,000.00. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.




          No service charge shall be made for any such registration, transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Note for registration or transfer, the Company, any other
obligor in respect of this Note, the Trustee and any agent of the Company, such other obligor or
the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Company, any other obligor upon this
Note, the Trustee nor any such agent shall be affected by notice to the contrary.




          No director, officer, employee, incorporator or stockholder, as such, of the Company, any Note
Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the
Company, or any Note Guarantor under the Indenture, the Notes or any Note Guarantee, or for any
claim based on, in respect of, or by reason of, any such obligation or its creation. Each Holder,
by accepting this Note, hereby waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes.




          THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY
THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE NOTE GUARANTEES.




A-9









 





[FORM OF CERTIFICATE OF TRANSFER]




          FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and transfer(s) unto




Insert Taxpayer Identification No.




(Please print or typewrite name and address including zip code of assignee)




                                                                     
                               




                                                                     
                               




the within Note and all rights thereunder, hereby irrevocably constituting and appointing




                                                                                                    



attorney to transfer such Note on the books of the Company with full power of substitution in the
premises.




[[Check One]




	 	 	 	 	 
	o

	 	(a)
	 	this Note is being transferred in compliance with the
exemption from registration under the Securities Act of
1933, as amended, provided by Rule 144A thereunder.






or




	 	 	 	 	 
	o

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





If neither of the foregoing boxes is checked, the Trustee or other Note Registrar shall not be
obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in Section
313 of the Indenture shall have been satisfied.]12




Date:                                         




                                        

                                        






 




			
	12	 	Include only for an Initial Note or an Initial
Additional Note, in accordance with the Indenture.




A-10









 










	 	 	 
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the within-mentioned instrument in every particular,
without alteration or any change whatsoever.






Signature Guarantee:                                                                     
            




          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




A-11









 








[TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED




          The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended, 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]13
	 	 








 




			
	13	 	Include only for an Initial Note or an Initial
Additional Note, in accordance with the Indenture.




A-12









 










OPTION OF HOLDER TO ELECT PURCHASE




          If you wish to have this Note purchased by the Company pursuant to Section 411 or
415 of the Indenture, check the box: o.




          If you wish to have a portion of this Note purchased by the Company pursuant to Section
411 or 415 of the Indenture, state the amount (in principal amount) below:




           $




Date:




Your Signature:                                                             



(Sign exactly as your name appears on the

other side of this Note)



Signature Guarantee:




          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




A-13









 








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of Increases	 	Principal Amount	 	Signature of
	 	 	Amount of Decreases	 	in Principal	 	of this Global Note	 	Authorized Officer of
	 	 	in Principal Amount	 	Amount of this Global	 	following such	 	Trustee or Notes
	Date of Exchange	 	of this Global Note	 	Note	 	Decreases or Increases	 	Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 






A-14









 








EXHIBIT B




Form of Certificate of Beneficial Ownership




On or after [                ], 20[  ]




U.S. BANK NATIONAL ASSOCIATION

EX-GA-ATPT

1349 W. Peachtree Street, NW

Two Midtown Plaza, Suite 1050

Atlanta, GA  30309

Attention: Muriel Shaw





			
	Re:	 	Graphic Packaging International, Inc. (the
“Company”)

9.50% Senior Notes due 2017 (the “Notes”)                    





Ladies and Gentlemen:



     This letter relates to $                         principal amount of Notes represented by the
offshore global note certificate (the “Offshore Global Note”). Pursuant to Section
313(3) of the Indenture dated as of June 16, 2009 relating to the Notes (the
“Indenture”), we hereby certify that (1) we are the beneficial owner of such principal
amount of Notes represented by the Offshore Global Note and (2) we are either (i) a Non-U.S. Person
to whom the Notes could be transferred in accordance with Rule 904 of Regulation S (“Regulation
S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or (ii) a U.S.
Person who purchased securities in a transaction that did not require registration under the Act.



     You, the Company and counsel for 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 Holder]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signature 	 
	 	 	 	 
	 




B-1









 








EXHIBIT C




Form of Regulation S Certificate




Regulation S Certificate




U.S. BANK NATIONAL ASSOCIATION

EX-GA-ATPT

1349 W. Peachtree Street, NW

Two Midtown Plaza, Suite 1050

Atlanta, GA  30309

Attention: Muriel Shaw





			
	Re:	 	Graphic Packaging International, Inc. (the
“Company”)

9.50% Senior Notes due 2017 (the “Notes”)                    






Ladies and Gentlemen:



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





     1. The offer of the Notes was not made to a person in the United States (unless such
person or the account held by it for which it is acting is excluded from the definition of
“U.S. person” pursuant to Rule 902(k) of Regulation S under the circumstances described in
Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S.
citizens abroad.




     2. Either (a) at the time the buy order was originated, the buyer was outside the
United States or we and any person acting on our behalf reasonably believed that the buyer
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 was pre-arranged 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(a)(2) or Rule 904(a)(2) of Regulation S, as applicable.




     4. The proposed transfer of Notes is not part of a plan or scheme to evade the
registration requirements of the Securities Act.




     5. If we are a dealer or a person receiving a selling concession or other fee or
remuneration in respect of the Notes, and the proposed transfer takes place before the end



C-1









 







of the distribution compliance period under Regulation S, or we are an officer or
director of the Company or a distributor, we certify that the proposed transfer is being
made in accordance with the provisions of Rules 903 and 904 of Regulation S.




     6. If the proposed transfer takes place before the end of the distribution compliance
period under Regulation S, the beneficial interest in the Notes so transferred will be held
immediately thereafter through Euroclear (as defined in such Indenture) or Clearstream (as
defined in such Indenture).




     7. We have advised the transferee of the transfer restrictions applicable to the Notes.



          You, the Company and counsel for the Company are entitled to rely upon this Certificate and
are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in
any administrative or legal proceeding 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 SELLER]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:	 	 
	 



Date of this Certificate:                             , 200 





C-2









 








EXHIBIT D




Form of Supplemental Indenture in Respect of Note Guarantee





     SUPPLEMENTAL INDENTURE, dated as of [           ] (this “Supplemental Indenture”),
among [name of Guarantor] (the “Subsidiary Guarantor”), Graphic Packaging International,
Inc., a corporation duly organized and existing under the laws of the State of Delaware (together
with its respective successors and assigns, the “Company”), and each other then-existing
Note Guarantor under the Indenture referred to below (the “Existing Guarantors”), and U.S.
Bank National Association, a national banking association duly organized and existing under the
laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as
Trustee under the Indenture referred to below.



W I T N E S S E T H:




     WHEREAS the Company, any Existing Guarantors and the Trustee have heretofore become parties to
an Indenture, dated as of June 16, 2009 (as amended, supplemented, waived or otherwise modified,
the “Indenture”), providing for the issuance of 9.50% Senior Notes due 2017 of the Company
(the “Notes”);



     WHEREAS Section 1308 of the Indenture provides that the Company is required to cause
the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant
to which the Subsidiary Guarantors shall guarantee the Company’s Guaranteed Note Obligations under
the Notes pursuant to a Note Guarantee on the terms and conditions set forth herein and in
Article Thirteen of the Indenture;



     WHEREAS each Subsidiary Guarantor desires to enter into such supplemental indenture for good
and valuable consideration, including substantial economic benefit in that the financial
performance and condition of such Note Guarantor is dependent on the financial performance and
condition of the Company, the obligations hereunder of which such Note Guarantor has guaranteed,
and on such Note Guarantor’s access to working capital through the Company’s access to revolving
credit borrowings under the Senior Credit Agreement; and



     WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized
to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of
any Holder;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company,
the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders
of the Notes as follows:



     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words



D-1









 





“herein,” “hereof’ and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.



     2. Agreement to Guarantee. [The] [Each] Subsidiary Guarantor hereby agrees, jointly
and severally with [all] [any] other Subsidiary Guarantors and fully and unconditionally, to
guarantee the Guaranteed Note Obligations under the Indenture and the Notes on the terms and
subject to the conditions set forth in Article Thirteen of the Indenture and to be bound by
(and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a
Note Guarantor.



     3. Termination, Release and Discharge. [The] [Each] Subsidiary Guarantor’s Note
Guarantee shall terminate and be of no further force or effect, and [the] [each] Subsidiary
Guarantor shall be released and discharged from all obligations in respect of such Note Guarantee,
as and when provided in Section 1303 of the Indenture.



     4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed
to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or
claim under or in respect of [the] [each] Subsidiary Guarantor’s Note Guarantee or any provision
contained herein or in Article Thirteen of the Indenture.



     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN
RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.



     6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as
to the accuracy of the recitals to this Supplemental Indenture.



     7. Counterparts. The parties hereto may sign one or more copies of this Supplemental
Indenture in counterparts, all of which together shall constitute one and the same agreement.



     8. Headings. The section headings herein are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.



D-2









 





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



	 	 	 	 	 
	 	[NAME OF NOTE GUARANTOR], as Subsidiary Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GRAPHIC PACKAGING INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GRAPHIC PACKAGING HOLDING COMPANY, as 
Existing
Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GPI PACKAGING CORPORATION, as Existing Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



D-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-4









 








Exhibit E




Form of Certificate to Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors




U.S. BANK NATIONAL ASSOCIATION

EX-GA-ATPT

1349 W. Peachtree Street, NW

Two Midtown Plaza, Suite 1050

Atlanta, GA  30309

Attention: Muriel Shaw





			
	Re:	 	Graphic Packaging International, Inc. (the
“Company”)

9.50% Senior Notes due 2017 (the “Notes”)






     Dear Sirs:



     In connection with our proposed purchase of $___aggregate principal amount of the
Notes, we confirm that:



     1. We understand that any subsequent transfer of the Notes is subject to certain restrictions
and conditions set forth in the Indenture dated as of June 16, 2009 (the “Indenture”)
relating to the Notes and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Notes except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the “Securities Act”).



     2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes may not be offered 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 any Notes within the time period referred to in Rule 144
or any successor provision of the Securities Act, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as
defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of an aggregate principal amount of less than $100,000, an
opinion of counsel acceptable to the Company that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available) or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a
notice advising such purchaser that resales of the Notes are restricted as stated herein.



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



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



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



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



	 	 	 	 	 
	 	Very truly yours,




[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 
	 




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