exv4w1








Exhibit 4.1




EXECUTION COPY






 





Commercial Vehicle Group, Inc.




Issuer




11%/13% Third Lien Senior Secured Notes Due 2013




 






INDENTURE




Dated as of August 4, 2009




 






U.S. Bank National Association




Trustee and Collateral Agent





 







 









 





CROSS-REFERENCE TABLE




	 	 	 
	TIA	 	Indenture
	Section	 	Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(b)
	 	7.08; 7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	7.06; 11.04
	(b)(2)
	 	7.06; 11.04
	(c) 
	 	12.02
	(d)
	 	7.06
	314(a)
	 	4.02; 4.13; 12.02
	(b)
	 	11.02
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	11.04
	(e)
	 	12.05
	(f)
	 	4.13
	315(a)
	 	7.01
	(b)
	 	7.05; 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a)(last sentence)
	 	12.06
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	12.01








 




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






i









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 1 Definitions and Incorporation by Reference	 	 	1	 
	     SECTION 1.01	 	Definitions
	 	 	1	 
	     SECTION 1.02	 	Other Definitions
	 	 	30	 
	     SECTION 1.03	 	Incorporation by Reference of Trust Indenture Act
	 	 	30	 
	     SECTION 1.04	 	Rules of Construction
	 	 	31	 
	 	 	 
	 	 	 	 
	Article 2 The Securities	 	 	31	 
	     SECTION 2.01	 	Form and Dating
	 	 	31	 
	     SECTION 2.02	 	Execution and Authentication
	 	 	32	 
	     SECTION 2.03	 	Registrar and Paying Agent
	 	 	32	 
	     SECTION 2.04	 	Paying Agent To Hold Money in Trust
	 	 	33	 
	     SECTION 2.05	 	Securityholder Lists
	 	 	33	 
	     SECTION 2.06	 	Transfer and Exchange
	 	 	33	 
	     SECTION 2.07	 	Replacement Securities
	 	 	33	 
	     SECTION 2.08	 	Outstanding Securities
	 	 	34	 
	     SECTION 2.09	 	Temporary Securities
	 	 	34	 
	     SECTION 2.10	 	Cancellation
	 	 	34	 
	     SECTION 2.11	 	Defaulted Interest
	 	 	34	 
	     SECTION 2.12	 	CUSIP Numbers, ISINs, etc
	 	 	34	 
	     SECTION 2.13	 	Issuance of Additional Securities
	 	 	35	 
	     SECTION 2.14	 	PIK Interest
	 	 	35	 
	     SECTION 2.15	 	Additional Interest
	 	 	36	 
	 	 	 
	 	 	 	 
	Article 3 Redemption	 	 	37	 
	     SECTION 3.01	 	Notices to Trustee
	 	 	37	 
	     SECTION 3.02	 	Selection of Securities to Be Redeemed
	 	 	37	 
	     SECTION 3.03	 	Notice of Redemption
	 	 	38	 
	     SECTION 3.04	 	Effect of Notice of Redemption
	 	 	38	 
	     SECTION 3.05	 	Deposit of Redemption Price
	 	 	38	 
	     SECTION 3.06	 	Securities Redeemed in Part
	 	 	39	 
	 	 	 
	 	 	 	 
	Article 4 Covenants	 	 	39	 
	     SECTION 4.01	 	Payment of Securities
	 	 	39	 
	     SECTION 4.02	 	SEC Reports
	 	 	39	 
	     SECTION 4.03	 	Limitation on Indebtedness
	 	 	40	 
	     SECTION 4.04	 	Limitation on Restricted Payments
	 	 	43	 
	     SECTION 4.05	 	Limitation on Restrictions on Distributions
from Restricted Subsidiaries
	 	 	45	 
	     SECTION 4.06	 	Limitation on Sales of Assets and Subsidiary Stock
	 	 	46	 
	     SECTION 4.07	 	Limitation on Affiliate Transactions
	 	 	50	 
	     SECTION 4.08	 	Limitation on Line of Business
	 	 	51	 
	     SECTION 4.09	 	Change of Control
	 	 	51	 
	     SECTION 4.10	 	Limitation on Liens
	 	 	53	 






ii









 







	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	     SECTION 4.11	 	Limitation on Sale/Leaseback Transactions
	 	 	53	 
	     SECTION 4.12	 	Future Guarantors
	 	 	53	 
	     SECTION 4.13	 	Compliance Certificate
	 	 	53	 
	     SECTION 4.14	 	Limitation on Issuances and Sales of Capital Stock
of Wholly Owned Subsidiaries
	 	 	53	 
	     SECTION 4.15	 	Impairment of Security Interest
	 	 	54	 
	     SECTION 4.16	 	After-Acquired Property
	 	 	54	 
	     SECTION 4.17	 	Further Instruments and Acts
	 	 	54	 
	 	 	 
	 	 	 	 
	Article 5 Successor Company	 	 	55	 
	     SECTION 5.01	 	When Company May Merge or Transfer Assets
	 	 	55	 
	 	 	 
	 	 	 	 
	Article 6 Defaults and Remedies	 	 	56	 
	     SECTION 6.01	 	Events of Default
	 	 	56	 
	     SECTION 6.02	 	Acceleration
	 	 	59	 
	     SECTION 6.03	 	Other Remedies
	 	 	59	 
	     SECTION 6.04	 	Waiver of Past Defaults
	 	 	59	 
	     SECTION 6.05	 	Control by Majority
	 	 	60	 
	     SECTION 6.06	 	Limitation on Suits
	 	 	60	 
	     SECTION 6.07	 	Rights of Holders to Receive Payment
	 	 	60	 
	     SECTION 6.08	 	Collection Suit by Trustee
	 	 	60	 
	     SECTION 6.09	 	Trustee May File Proofs of Claim
	 	 	61	 
	     SECTION 6.10	 	Priorities
	 	 	61	 
	     SECTION 6.11	 	Undertaking for Costs
	 	 	61	 
	     SECTION 6.12	 	Waiver of Stay or Extension Laws
	 	 	61	 
	 	 	 
	 	 	 	 
	Article 7 Trustee	 	 	62	 
	     SECTION 7.01	 	Duties of Trustee
	 	 	62	 
	     SECTION 7.02	 	Rights of Trustee
	 	 	63	 
	     SECTION 7.03	 	Individual Rights of Trustee
	 	 	64	 
	     SECTION 7.04	 	Trustee’s Disclaimer
	 	 	64	 
	     SECTION 7.05	 	Notice of Defaults
	 	 	64	 
	     SECTION 7.06	 	Reports by Trustee to Holders
	 	 	64	 
	     SECTION 7.07	 	Compensation and Indemnity
	 	 	65	 
	     SECTION 7.08	 	Replacement of Trustee
	 	 	65	 
	     SECTION 7.09	 	Successor Trustee by Merger
	 	 	66	 
	     SECTION 7.10	 	Eligibility; Disqualification
	 	 	66	 
	     SECTION 7.11	 	Preferential Collection of Claims Against Company
	 	 	66	 
	 	 	 
	 	 	 	 
	Article 8 Discharge of Indenture; Defeasance	 	 	67	 
	     SECTION 8.01	 	Discharge of Liability on Securities; Defeasance
	 	 	67	 
	     SECTION 8.02	 	Conditions to Defeasance
	 	 	67	 
	     SECTION 8.03	 	Application of Trust Money
	 	 	68	 
	     SECTION 8.04	 	Repayment to Company
	 	 	69	 
	     SECTION 8.05	 	Indemnity for Government Obligations
	 	 	69	 
	     SECTION 8.06	 	Reinstatement
	 	 	69	 






iii









 









	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Article 9 Amendments	 	 	69	 
	     SECTION 9.01	 	Without Consent of Holders
	 	 	69	 
	     SECTION 9.02	 	With Consent of Holders
	 	 	71
	 
	     SECTION 9.03	 	Compliance with Trust Indenture Act
	 	 	72	 
	     SECTION 9.04	 	Revocation and Effect of Consents and Waivers
	 	 	72	 
	     SECTION 9.05	 	Notation on or Exchange of Securities
	 	 	72	 
	     SECTION 9.06	 	Trustee To Sign Amendments
	 	 	72	 
	     SECTION 9.07	 	Payment for Consent
	 	 	73	 
	 	 	 
	 	 	 	 
	Article 10 Subsidiary Guaranties	 	 	73	 
	     SECTION 10.01	 	Guaranties
	 	 	73	 
	     SECTION 10.02	 	Limitation on Liability
	 	 	74	 
	     SECTION 10.03	 	Successors and Assigns
	 	 	75	 
	     SECTION 10.04	 	No Waiver
	 	 	75	 
	     SECTION 10.05	 	Modification
	 	 	75	 
	     SECTION 10.06	 	Release of Subsidiary Guarantor
	 	 	75	 
	     SECTION 10.07	 	Contribution
	 	 	76	 
	 	 	 
	 	 	 	 
	Article 11 Collateral and Security	 	 	76	 
	     SECTION 11.01	 	Collateral and Security Documents
	 	 	76	 
	     SECTION 11.02	 	Recordings and Opinions
	 	 	77	 
	     SECTION 11.03	 	Release of Collateral
	 	 	77	 
	     SECTION 11.04	 	Permitted Releases Not to Impair Lien; Trust
Indenture Act Requirements
	 	 	78	 
	     SECTION 11.05	 	Certificates of the Trustee
	 	 	79	 
	     SECTION 11.06	 	Suits to Protect the Collateral
	 	 	79	 
	     SECTION 11.07	 	Authorization of Receipt of Funds by the Trustee
Under the Security Documents
	 	 	79	 
	     SECTION 11.08	 	Purchaser Protected
	 	 	79	 
	     SECTION 11.09	 	Powers Exercisable by Receiver or Trustee
	 	 	79	 
	     SECTION 11.10	 	Release Upon Termination of the Company’s Obligations
	 	 	80	 
	     SECTION 11.11	 	Trustee and Third Lien Collateral Agent
	 	 	80	 
	 	 	 
	 	 	 	 
	Article 12 Miscellaneous	 	 	82	 
	     SECTION 12.01	 	Trust Indenture Act Controls
	 	 	82	 
	     SECTION 12.02	 	Notices
	 	 	82	 
	     SECTION 12.03	 	Communication by Holders with Other Holders
	 	 	82	 
	     SECTION 12.04	 	Certificate and Opinion as to Conditions Precedent
	 	 	83	 
	     SECTION 12.05	 	Statements Required in Certificate or Opinion
	 	 	83	 
	     SECTION 12.06	 	When Securities Disregarded
	 	 	84	 
	     SECTION 12.07	 	Rules by Trustee, Paying Agent and Registrar
	 	 	84	 
	     SECTION 12.08	 	Legal Holidays
	 	 	84	 
	     SECTION 12.09	 	Governing Law
	 	 	84	 
	     SECTION 12.10	 	No Recourse Against Others
	 	 	84	 
	     SECTION 12.11	 	Successors
	 	 	84	 
	     SECTION 12.12	 	Multiple Originals
	 	 	84	 
	     SECTION 12.13	 	Table of Contents; Headings
	 	 	84	 






iv









 






Rule 144A/Regulation S/IAI Appendix




	 	 	 
	Exhibit 1 –

	 	Form of Security
	 
	 	 
	Exhibit A –

	 	Form of Supplemental Indenture
	 
	 	 
	Exhibit B –

	 	Form of Intercreditor Agreements
	 
	 	 
	Exhibit C –

	 	Form of Free Transferability Certificate






v









 






          INDENTURE dated as of August 4, 2009, among COMMERCIAL VEHICLE GROUP, INC., a Delaware
corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and
U.S. BANK NATIONAL ASSOCIATION, a national banking organization (the “Trustee”).




          The Company has authorized the issuance of 11%/13% Third Lien Senior Secured Notes due 2013
(the “Securities”).




          Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Securities. For purposes of this Indenture, all references
to the “principal amount” of the Securities shall include any PIK Securities issued in respect
thereof (and any increase in principal amount thereof) as a result of a payment of PIK Interest.




Article 1




Definitions and Incorporation by Reference




     SECTION 1.01 Definitions.



          “Additional Assets” means (1) any property, plant or equipment used in a Related Business; (2)
the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital Stock
constituting a minority interest in any Person that at such time is a Restricted Subsidiary;
provided, however, that any such Restricted Subsidiary described in clause (2) or
(3) above is primarily engaged in a Related Business.




          “Additional Interest” means all amounts, if any, payable pursuant to Section 2.15
hereof.




          “Additional Securities” means Securities (other than PIK Securities) issued under this
Indenture after the Issue Date and in compliance with Sections 2.13, 4.03 and
4.10, it being understood that any Securities issued in exchange for or replacement of any
Security issued on the Issue Date shall not be an Additional Security.




          “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. For purposes of Sections 4.04,
4.06 and 4.07 only, “Affiliate” shall also mean any beneficial owner of Capital
Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted
basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such beneficial owner
pursuant to the first sentence hereof.




          “After-Acquired Property” means (a) at any time the First-Priority Lien Obligations or the
commitments thereunder or Second-Priority Lien Obligations are outstanding,




 









 








any property (other
than the initial Collateral as of the Issue Date) of the Company or any Subsidiary Guarantor that
secures any First-Priority Lien Obligations or Second-Priority Lien Obligations and (b) at any time
no First-Priority Lien Obligations or Second-Priority Lien Obligations or any commitments
thereunder are outstanding, “Collateral” as defined in the Credit Agreement.





          “Asset Disposition” means any sale, lease, transfer or other disposition (or series of related
sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including
any disposition by means of a merger, consolidation or similar transaction (each referred to for
the purposes of this definition as a “disposition”), of





     (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person other than the
Company or a Restricted Subsidiary);




     (2) all or substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary; or




     (3) any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary


other than, in the case of clauses (1), (2) and (3) above,





     (A) a disposition by a Restricted Subsidiary to the Company or by the Company
or a Restricted Subsidiary to a Restricted Subsidiary,




     (B) for purposes of Section 4.06 only, (i) a disposition that
constitutes a Restricted Payment (or would constitute a Restricted Payment but for
the exclusions from the definition thereof (including a Permitted Investment))
permitted by Section 4.04 and (ii) a disposition of all or substantially all
the assets of the Company in accordance with Section 5.01,




     (C) a disposition of assets or Capital Stock with a fair market value of less
than $1.0 million,




     (D) a disposition of cash or Temporary Cash Investments,




     (E) the creation of a Lien (but not the sale or other disposition of the
property subject to such Lien),




     (F) sales of accounts receivable and related assets of the type specified in
the definition of Qualified Receivables Transaction to or by a Receivables
Subsidiary for the fair market value thereof or the creation of a Lien on any such
accounts receivable or related assets in connection with a Qualified Receivables
Transaction,




     (G) any exchange of like property pursuant to Section 1031 of the Code for use
in a Related Business,



2









 







     (H) any sale, transfer or other disposition of defaulted receivables for
collection, and




     (I) a disposition of assets that are worn out, obsolete or damaged or no longer
used in the business of the Company or any Restricted Subsidiary, as the case may
be, in the ordinary course of business.



          “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate borne by the Securities,
compounded semi-annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended); provided, however, that if such Sale/Leaseback
Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby
will be determined in accordance with the definition of “Capital Lease Obligation”.




          “Average Life” means, as of the date of determination, with respect to any Indebtedness, the
quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of or redemption or
similar payment with respect to such Indebtedness multiplied by the amount of such payment by (2)
the sum of all such payments.




          “Board of Directors” means the Board of Directors of the Company or any committee thereof duly
authorized to act on behalf of such Board.




          “Business Day” means each day which is not a Legal Holiday.




          “Capital Lease Obligation” means an obligation that is required to be classified and accounted
for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of such obligation
determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty. For purposes of Section
4.10, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being
leased.




          “Capital Stock” of any Person means any and all shares, interests (including partnership
interests), rights to purchase, warrants, options, participations 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.




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





     (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that for purposes of this clause (1) such person shall be
deemed to have “beneficial ownership” of all shares that any such person has the right
to acquire, whether such right is exercisable immediately or only after the passage of
time),



3









 







directly or indirectly, of more than 35% of the total voting power of the Voting
Stock of the Company;




     (2) individuals who on the Reference Date constituted the Board of Directors (together
with any new directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a vote of a majority of the
directors of the Company then still in office who were either directors on the Reference
Date or whose election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors then in office;




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




     (4) the merger or consolidation of the Company with or into another Person or the
merger of another Person with or into the Company, or the sale of all or substantially all
the assets of the Company (determined on a consolidated basis) to another Person other than
a transaction following which (i) in the case of a merger or consolidation transaction,
holders of securities that represented 100% of the Voting Stock of the Company immediately
prior to such transaction (or other securities into which such securities are converted as
part of such merger or consolidation transaction) own directly or indirectly at least a
majority of the voting power of the Voting Stock of the surviving Person in such merger or
consolidation transaction immediately after such transaction and substantially the same
proportion as before the transaction and (ii) in the case of a sale of assets transaction,
each transferee becomes an obligor in respect of the Securities and a Subsidiary of the
transferor of such assets.



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




          “Collateral” means all the collateral described in the Security Documents.




          “Company” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained herein and required by
the TIA, each other obligor on the indenture securities.




          “Consolidated Coverage Ratio” as of any date of determination means the ratio of





     (1) the aggregate amount of EBITDA for the period of the most recent four consecutive
fiscal quarters prior to the date of such determination for which financial statements are
available to




     (2) Consolidated Interest Expense for such four fiscal quarters; provided,
however, that




     (A) if the Company or any Restricted Subsidiary has Incurred any Indebtedness
since the beginning of such period that remains outstanding or if the
transaction giving rise to the need to calculate the Consolidated Coverage
Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest



4









 







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
Incurred for working capital purposes under any Revolving Credit Facility
outstanding on the date of such calculation will be deemed to be (i) the average
daily balance of such Indebtedness during such four fiscal quarters or such shorter
period for which such facility was outstanding or (ii) 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 the creation of such facility to the
date of such calculation),




     (B) if the Company or any Restricted Subsidiary has repaid, repurchased,
defeased or otherwise discharged any Indebtedness since the beginning of such period
or if any Indebtedness is to be repaid, repurchased, defeased or otherwise
discharged (in each case other than Indebtedness Incurred for working capital
purposes under any Revolving Credit Facility) on the date of the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and
Consolidated Interest Expense for such period shall be calculated on a pro
forma basis as if such discharge had occurred on the first day of such
period and as if the Company or such Restricted Subsidiary had not earned the
interest income actually earned during such period in respect of cash or Temporary
Cash Investments used to repay, repurchase, defease or otherwise discharge such
Indebtedness,




     (C) if since the beginning of such period the Company or any Restricted
Subsidiary shall have made any Asset Disposition (including any sale, lease,
transfer or other disposition that would constitute an Asset Disposition but for the
exclusions contained in clauses (C) and (G) of the definition thereof), EBITDA for
such period shall be reduced by an amount equal to EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset Disposition for such
period, or increased by an amount equal to EBITDA (if negative), directly
attributable thereto for such period and Consolidated Interest Expense for such
period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the
Company and its continuing Restricted Subsidiaries in connection with such Asset
Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary
is sold and such sale is permitted under Sections 4.06 and 4.14
hereof, the Consolidated Interest Expense for such period directly 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),




     (D) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or
an acquisition of assets, including any acquisition of assets occurring in



5









 








connection with a transaction requiring a calculation to be made hereunder, which
constitutes all or substantially all of an operating unit of a business, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving pro
forma effect thereto (including the Incurrence of any Indebtedness) as if
such Investment or acquisition had occurred on the first day of such period,




     (E) if since the beginning of such period any Person (that subsequently became
a Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset Disposition
(including any sale, lease, transfer or other disposition that would constitute an
Asset Disposition but for the exclusions contained in clauses (C) and (G) of the
definition thereof), any Investment or acquisition of assets that would have
required an adjustment pursuant to clause (C) or (D) above if made by the Company or
a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense
for such period shall be calculated after giving pro forma effect thereto as
if such Asset Disposition, Investment or acquisition had occurred on the first day
of such period,




     (F) if since the beginning of such period any Person was designated as an
Unrestricted Subsidiary or redesignated as, or otherwise became, a Restricted
Subsidiary, EBITDA and Consolidated Interest Expense shall be calculated on a pro
forma basis as if such event had occurred on the first day of such period, and




     (G) if, since the beginning of such period, the Company has classified any of
its businesses as discontinued operations, EBITDA and Consolidated Interest Expense
shall be calculated on a pro forma basis as to exclude the impact of such
discontinued operations on or after the date such operations are classified as
discontinued.


For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith,
the pro forma calculations shall be determined in good faith by a responsible
financial or accounting Officer of the Company (and shall include any applicable Pro Forma Cost
Savings). If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest 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 such Interest Rate Agreement
has a remaining term in excess of 12 months). If any Indebtedness is Incurred under a revolving
credit facility and is being given pro forma effect, the interest on such
Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the
four fiscal quarters subject to the pro forma calculation to the extent that such
Indebtedness was Incurred solely for working capital purposes.




          “Consolidated Interest Expense” means, for any period, the total interest expense of the
Company and its consolidated Restricted Subsidiaries (but excluding any loss on early
extinguishment of Indebtedness), plus, to the extent not included in such total interest
expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without
duplication,




6









 









     (1) interest expense attributable to Capital Lease Obligations;




     (2) amortization of debt discount and debt issuance cost;




     (3) capitalized interest;




     (4) non-cash interest expense;




     (5) commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing;




     (6) net payments pursuant to Hedging Obligations relating to Interest Rate Agreements;
provided, however, that any net receipts pursuant to such Hedging
Obligations shall be included as a reduction of interest expense;




     (7) dividends accrued in respect of all Disqualified Stock of the Company and all
Preferred Stock of any Restricted Subsidiary, in each case held by Persons other than the
Company or a Restricted Subsidiary (other than dividends payable solely in Capital Stock
(other than Disqualified Stock) of the Company); provided, however, that
such dividends will be multiplied by a fraction the numerator of which is one and the
denominator of which is one minus the effective combined tax rate of the issuer of such
Preferred Stock (expressed as a decimal) for such period (as estimated by the chief
financial officer of the Company in good faith);




     (8) interest incurred in connection with Investments in discontinued operations;




     (9) interest accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted
Subsidiary; and




     (10) the cash contributions to any employee stock ownership plan or similar trust to
the extent such contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Indebtedness Incurred by such plan or
trust.



          “Consolidated Net Income” means, for any period, the net income of the Company and its
consolidated Subsidiaries; provided, however, that there shall not be included in
such Consolidated Net Income:





     (1) any net income of any Person (other than the Company) if such Person is not a
Restricted Subsidiary, except that, subject to the exclusion contained in clause (4) 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 of cash 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 paid to a Restricted Subsidiary, to the limitations contained in clause (3)
below);




7









 






     (2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a
pooling of interests transaction (or any transaction accounted for in a manner similar to a
pooling of interests) for any period prior to the date of such acquisition;




     (3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the Company,
except that




     (A) subject to the exclusion contained in clause (4) 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 cash actually
distributed by such Restricted Subsidiary during such period to the Company or
another Restricted Subsidiary as a dividend or other distribution (subject, in the
case of a dividend or other distribution paid to another Restricted Subsidiary, to
the limitation contained in this clause); and




     (B) the Company’s equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income;




     (4) any gain (or loss) realized upon the sale or other disposition of any assets of the
Company, its consolidated Subsidiaries or any other Person (including pursuant to any
sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the ordinary
course of business and any gain (or loss) realized upon the sale or other disposition of any
Capital Stock of any Person;




     (5) extraordinary gains or losses;




     (6) the cumulative effect of a change in accounting principles;




     (7) any non-cash goodwill impairment charges or other intangible asset impairment
charges incurred subsequent to the date of this Indenture resulting from the application of
SFAS No. 142 or any other non-cash asset impairment charges incurred subsequent to the date
of this Indenture resulting from the application of SFAS No. 144;




     (8) any non-recurring costs and expenses incurred in connection with any acquisition
of, or Investment in, a Person in a Related Business;




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




     (10) any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on the disposition of discontinued operations;




     (11) any inventory purchase accounting adjustments made as a result of any acquisition
of a Person in a Related Business;



8









 







     (12) any unrealized gain or loss resulting from the application of SFAS No. 133 with
respect to Hedging Obligations; and




     (13) any non-cash gain or loss attributable to the early extinguishment of
Indebtedness,


in each case, for such period.




          “Credit Agreement” means the Loan and Security Agreement, dated January 7, 2009, by and among
the Company, certain of its Subsidiaries, the lenders referred to therein, Bank of America, N.A.,
as agent for the lenders, together with the related documents thereto (including the revolving
loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated,
supplemented or otherwise modified or Refinanced (in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions and whether by the same or any other
lender or group of lenders) from time to time (including by adding Subsidiaries of the Company as
additional borrowers or Guarantors thereunder), or a successor Credit Agreement or any other credit
agreement or any other agreement (and related document) governing any Indebtedness (including one
or more debt facilities, receivables financing facilities or commercial paper facilities or
indentures with banks or other institutional lenders or a trustee providing for revolving credit
loans, term loans, receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such receivables) or
letters of credit or issuances of debt securities to institutional investors, or one or more
Sale/Leaseback Transactions with counterparties thereto).




          “Currency Agreement” means any foreign exchange contract, currency swap agreement or other
similar agreement with respect to currency values.




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




          “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by the Company or any Restricted Subsidiary in connection with an Asset Disposition that
is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, or, in
the case of Designated Non-cash Consideration with a fair market value of $5.0 million or greater,
pursuant to a resolution of the Board of Directors, in each case, setting forth the basis of such
valuation.




          “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable at
the option of the holder) or upon the happening of any event:





     (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock
of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation
or otherwise;




     (2) is convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or



9









 







     (3) is mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part,


in each case on or prior to the 180th day after the Stated Maturity of the Securities;
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require such Person to
purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control”
occurring prior to the first anniversary of the Stated Maturity of the Securities shall not
constitute Disqualified Stock if (A) the “asset sale” or “change of control” provisions applicable
to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms
applicable to the Securities in Sections 4.06 and 4.09 of this Indenture and (B) any such
requirement only becomes operative after compliance with such terms applicable to the Securities,
including the purchase of any Securities tendered pursuant thereto.




          The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if
such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of
such Disqualified Stock is to be determined pursuant to this Indenture; provided,
however, that if such Disqualified Stock could not be required to be redeemed, repaid or
repurchased at the time of such determination, the redemption, repayment or repurchase price will
be the book value of such Disqualified Stock as reflected in the most recent financial statements
of such Person. The Company may designate, in an Officers’ Certificate delivered to the Trustee at
the time of issuance, any Preferred Stock of the Company or any Restricted Subsidiary that would
not otherwise be “Disqualified Stock” to be Disqualified Stock for all purpose under this
Indenture.




          “EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the
extent deducted in calculating such Consolidated Net Income:





     (1) all income tax expense of the Company and its consolidated Restricted Subsidiaries;




     (2) Consolidated Interest Expense;




     (3) depreciation and amortization expense of the Company and its consolidated
Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item that
was paid in cash in a prior period); and




     (4) all other non-cash charges of the Company and its consolidated Restricted
Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual
of or reserve for cash expenditures in any future period), less all non-cash items of income
of the Company and its consolidated Restricted Subsidiaries (other than accruals of revenue
by the Company and its consolidated Restricted Subsidiaries in the ordinary course of
business and other than reversals (to the extent made without any payment in cash) of
accruals or reserves previously excluded from EBITDA);


in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted




10









 








Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion, including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant
to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.




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




          “First Lien Collateral Agent” means Bank of America, N.A., in its capacity as the collateral
agent for the First-Priority Lien Obligations under the First Lien Intercreditor Agreement, and any
successor thereto in such capacity.




          “First Lien Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Issue
Date, by and among the Company, the Subsidiary Guarantors party thereto from time to time, the
First Lien Collateral Agent, the Second Lien Collateral Agent the Third Lien Collateral Agent,
substantially in the form attached to this Indenture as Exhibit B-1, as amended,
supplemented or otherwise modified from time to time as permitted by this Indenture.




          “First-Priority Lien Obligations” means (i) all Indebtedness of the Company and the
Subsidiaries Incurred under Section 4.03(b)(1), (ii) all other Obligations (not
constituting Indebtedness) of the Company and the Subsidiary Guarantors under a Credit Agreement
and (iii) all other Obligations of the Company and the Subsidiary Guarantors in respect of Hedging
Obligations or Obligations in respect of cash management services in connection with Indebtedness
described in clause (i) or Obligations described in clause (ii).




          “Foreign Cash Investments” means any Investment rated P-1 or A-1 or better by Moody’s or
Standard & Poor’s, respectively, (i) in direct obligations issued by, or guaranteed by, the
government of a country that is a member of the Organization for Economic Cooperation and
Development (the “OECD”) or any agency or instrumentality thereof, provided, that such
obligations mature within 180 days of the date of acquisition thereof, and (ii) in time deposits or
negotiable certificates of deposit or money market securities issued by any commercial banking
institution that is a member of an applicable central bank of a country that is a member of the
OECD having surplus of at least $50.0 million in the aggregate at all times, payable on demand or
maturing within 180 days of the acquisition thereof; provided, however, that such
time deposits, negotiable certificates of deposit and money market securities are permitted under a
Credit Agreement.




          “Foreign Subsidiary” means 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.




          “GAAP” means generally accepted accounting principles in the United States of America as in
effect as of the Reference Date, including those set forth in




11









 











     (1) the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants;




     (2) statements and pronouncements of the Financial Accounting Standards Board;




     (3) such other statements by such other entity as approved by a significant segment of
the accounting profession; and




     (4) the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including opinions and
pronouncements in staff accounting bulletins and similar written statements from the
accounting staff of the SEC. All ratios and computations based on GAAP contained in this
Indenture shall be computed in conformity with GAAP.



          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect,
contingent or otherwise, of such Person





     (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise); or




     (2) entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part);


provided, however, 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. The term “Guarantor” shall mean any Person Guaranteeing any obligation.




          “Guaranty Agreement” means a supplemental indenture, in the form of Exhibit A hereto,
pursuant to which a Subsidiary Guarantor guarantees the Company’s obligations with respect to the
Securities on the terms provided for in this Indenture.




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




          “Holder” or “Securityholder” means the Person in whose name a Security is registered on the
Registrar’s books.




          “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness of a Person existing at the time such
Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The
term




12









 








“Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of
determining compliance with Section 4.03:





     (1) amortization of debt discount or the accretion of principal with respect to a
non-interest bearing or other discount security;




     (2) the payment of interest in the form of additional Indebtedness of the same
instrument or the payment of dividends on Capital Stock in the form of additional Capital
Stock of the same class and with the same terms;




     (3) the obligation to pay a premium in respect of Indebtedness arising in connection
with the issuance of a notice of redemption or the making of a mandatory offer to purchase
such Indebtedness; and




     (4) changes in the principal amount of any Indebtedness that is denominated in a
currency other than U.S. dollars solely as a result of fluctuations in exchange rates or
currency values


will not be deemed to be the Incurrence of Indebtedness.




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





     (1) the principal in respect of (A) indebtedness of such Person for money borrowed and
(B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable, including, in each case, any premium
on such indebtedness to the extent such premium has become due and payable;




     (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect
of Sale/Leaseback Transactions entered into by such Person;




     (3) all obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding any accounts payable or other liability
to trade creditors arising in the ordinary course of business);




     (4) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, bankers’ acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in
clauses (1) through (3) above) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day following
payment on the letter of credit);




     (5) the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock of such Person or, with respect to
any Preferred Stock of any Subsidiary of such Person, the principal amount of such



13









 








Preferred
Stock to be determined in accordance with this Indenture (but excluding, in each case, any
accrued dividends);




     (6) all obligations of the type referred to in clauses (1) through (5) of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is
responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including
by means of any Guarantee;




     (7) all obligations of the type referred to in clauses (1) through (6) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such obligation
is assumed by such Person), the amount of such obligation being deemed to be the lesser of
the fair market value of such property or assets and the amount of the obligation so
secured; and




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


Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after the closing;
provided, however, that, at the time of closing, the amount of any such payment is
not determinable and, to the extent such payment thereafter becomes fixed and determined, the
amount is paid within 30 days thereafter.




          The amount of Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be
the accreted value thereof at such time.




          The amount of Indebtedness represented by a Hedging Obligation shall be equal to:





     (1) zero if such Hedging Obligation has been Incurred pursuant to
Section 4.03(b)(7), or




     (2) the termination value of such Hedging Obligation if not Incurred pursuant to
Section 4.03(b)(7).



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




          “Independent Qualified Party” means an investment banking firm, accounting firm or appraisal
firm of national standing; provided, however, that such firm is not an Affiliate of
the Company.




          “Intercreditor Agreements” means the First Lien Intercreditor Agreement and the Junior
Intercreditor Agreement.




14









 









          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement
or other financial agreement or arrangement designed to manage, hedge or protect against
fluctuations in interest rates.




          “Investment” in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender) or other extensions of credit (including by way of Guarantee or
similar arrangement) or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such
Person. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any
Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto,
such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted
Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new
Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person
that holds an Investment in a third Person will be deemed to be an Investment by the Company or
such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for
herein, the amount of an Investment shall be its fair market value at the time the Investment is
made and without giving effect to subsequent changes in value.




          For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted
Payment” and Section 4.04,





     (1) “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, however, 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 equal to an amount (if positive) equal to (A) the
Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) 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; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined in good faith
by the Board of Directors.



          “Issue Date” means August 4, 2009.




          “Junior Financing” means, with respect to a Person, any Indebtedness of such Person (whether
outstanding on the Issue Date or thereafter Incurred) that (a) is subordinate or junior in right of
payment to the Securities or a Subsidiary Guaranty of such Person, as the case may be, pursuant to
a written agreement to that effect and/or (b) constitutes Senior Indebtedness that is unsecured or
secured by a Lien that is subordinate or junior to the Lien securing the
Securities or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written
agreement to that effect.




15









 









          “Junior Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Issue
Date, by and among the Company, the Subsidiary Guarantors party thereto from time to time, the
Second Lien Collateral Agent and the Third Lien Collateral Agent, substantially in the form
attached to this Indenture as Exhibit B-2, as amended, supplemented or otherwise modified
from time to time as permitted by this Indenture.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not
required to be open in the State of New York.




          “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).




          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.




          “Net Available Cash” from an Asset Disposition means cash payments received therefrom
(including any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise and proceeds from the sale or other disposition of any
securities received as consideration, 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 such properties or assets or received in any other non-cash form), in each
case net of





     (1) all legal, accounting, investment banking, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP, as a consequence
of such Asset Disposition;




     (2) all payments made on any Indebtedness which is secured by any assets subject to
such Asset Disposition, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such assets, or which 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;




     (3) all distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries as a result of such Asset Disposition;




     (4) the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or other assets
disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition; and




     (5) any portion of the purchase price from an Asset Disposition placed in escrow,
whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities
in respect of such Asset Disposition or otherwise in connection with that Asset
Disposition; provided, however, that upon the termination of that escrow,
Net Available



16









 








Cash will be increased by any portion of funds in the escrow that are released
to the Company or any Restricted Subsidiary.



          “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness,
means the cash proceeds of such issuance or sale 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 or sale and net of taxes paid or
payable as a result thereof.




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




          “Obligations” means with respect to any Indebtedness, all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to
the documentation governing such Indebtedness.




          “Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer or
the Secretary or any Assistant Secretary of the Company.




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




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




          “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:





     (1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such
Investment, become a Restricted Subsidiary; provided, however, that the
primary business of such Restricted Subsidiary is a Related Business;




     (2) 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,
the Company or a Restricted Subsidiary; provided, however, that such
Person’s primary business is a Related Business;




     (3) cash and Temporary Cash Investments;




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




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



17









 






     (6) loans or advances to employees made in the ordinary course of business consistent
with past practices of the Company or such Restricted Subsidiary and not exceeding $2.0
million in the aggregate outstanding at any one time;




     (7) stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments or settlements, compromises or resolutions of litigation,
arbitration or other disputes;




     (8) any Person to the extent such Investment represents the non-cash portion of the
consideration received for (i) an Asset Disposition as permitted pursuant to
Section 4.06 or (ii) a disposition of assets not constituting an Asset Disposition;




     (9) any Person where such Investment was acquired by the Company or any of its
Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held
by the Company or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any
of its Restricted Subsidiaries with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default;




     (10) any Person to the extent such Investments consist of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation, performance
and other similar deposits made in the ordinary course of business by the Company or any
Restricted Subsidiary;




     (11) any Person to the extent such Investments consist of Hedging Obligations otherwise
permitted under Section 4.03;




     (12) any Person to the extent such Investment exists on the Issue Date, and any
extension, modification or renewal of any such Investments existing on the Issue Date, but
only to the extent not involving additional advances, contributions or other Investments of
cash or other assets or other increases thereof (other than as a result of the accrual or
accretion of interest or original issue discount or the issuance of pay-in-kind securities,
in each case, pursuant to the terms of such Investment as in effect on the Issue Date);




     (13) Persons to the extent such Investments, when taken together with all other
Investments made pursuant to this clause (13) and outstanding on the date such Investment is
made, do not exceed $1.0 million;




     (14) Investments resulting from the acquisition of a Person that at the time of such
acquisition held instruments constituting Investments that were not acquired in
contemplation of the acquisition of such Person;




     (15) any Investment in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables Transaction,
including Investments of funds held in accounts permitted or required by the



18









 







arrangements
governing such Qualified Receivables Transaction or any related Indebtedness;




     (16) Guarantees issued in accordance with Section 4.03; and




     (17) repurchases of the Securities (including Additional Securities).



          “Permitted Liens” means, with respect to any Person,





     (1) pledges or deposits by such Person under workers’ compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or United States government bonds to secure surety or appeal bonds to which
such Person is a party, or deposits as security for contested taxes or import duties or for
the payment of rent, in each case Incurred in the ordinary course of business;




     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet due or being contested in good faith by appropriate proceedings
or other Liens arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for review and
Liens arising solely by virtue of any statutory or common law provision relating to banker’s
Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds
maintained with a creditor depository institution; provided, however, that
(A) such deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Company in excess of those set forth by regulations
promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the
Company or any Restricted Subsidiary to provide collateral to the depository institution;




     (3) Liens for property taxes not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings;




     (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to
the request of and for the account of such Person in the ordinary course of its business;
provided, however, that such letters of credit do not constitute
Indebtedness;




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




     (6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease
of, or repairs, improvements or additions to, property, plant or equipment of such



19









 







Person so
long as such Indebtedness is permitted to be Incurred under this Indenture;
provided, however, that the Lien may not extend to any other property owned
by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other
than assets and property affixed or appurtenant thereto), and the Indebtedness (other than
any interest thereon) secured by the Lien may not be Incurred more than 180 days after the
later of the acquisition, completion of construction, repair, improvement, addition or
commencement of full operation of the property subject to the Lien;




     (7) Liens to secure Indebtedness Incurred pursuant to Sections 4.03(b)(1), or
4.03(b)(16);




     (8) Liens (A) existing on the Issue Date (other than Liens securing obligations under
the Credit Agreement or the Securities), including Liens securing Second-Priority Lien
Obligations and (B) granted pursuant to the terms of the Second Lien Term Loan Agreement and
the Security Documents as in effect on the Issue Date;




     (9) Liens on property or shares of Capital Stock of another Person at the time such
other Person becomes a Subsidiary of such Person; provided, however, that
the Liens may not extend to any other property owned by such Person or any of its Restricted
Subsidiaries (other than assets and property affixed or appurtenant thereto);




     (10) Liens on property at the time such Person or any of its Subsidiaries acquires the
property, including any acquisition by means of a merger or consolidation with or into such
Person or a Subsidiary of such Person; provided, however, that the Liens may
not extend to any other property owned by such Person or any of its Restricted Subsidiaries
(other than assets and property affixed or appurtenant thereto);




     (11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person
owing to such Person or a Restricted Subsidiary of such Person;




     (12) Liens securing Hedging Obligations pursuant to any Interest Rate Agreement so long
as such Hedging Obligations are permitted to be Incurred under this Indenture, and Liens
securing Hedging Obligations pursuant to any Currency Agreement entered into with a lender
under the Credit Agreement;




     (13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (8),
(9) or (10); provided, however, that (A) such new Lien shall be limited to
all or part of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus improvements
and accessions to such property or proceeds or distributions thereof) and (B) the
Indebtedness secured by such Lien at such time is not increased to any amount greater than
the sum of (i) the outstanding principal amount or, if greater, committed amount of the
Indebtedness described under clause (6), (8), (9) or (10) at the time the original Lien
became a
Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including
premiums, related to such refinancing, refunding, extension, renewal or replacement;




     (14) [RESERVED];



20









 






     (15) Liens on accounts receivable and related assets of the type specified in the
definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified
Receivables Transaction; provided that any Indebtedness of a Receivables Subsidiary
secured by such Liens was incurred pursuant to Section 4.03(b)(12);




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




     (17) Liens imposed pursuant to licenses, sublicenses, leases and subleases (including
landlords’ Liens) which do not materially interfere with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries;




     (18) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary
course of business;




     (19) Liens securing obligations owing to and held solely by the Company or any
Subsidiary Guarantor or Liens on assets of a Restricted Subsidiary that is not a Subsidiary
Guarantor securing obligations owing to and held solely by another Restricted Subsidiary
that is not a Subsidiary Guarantor;




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




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




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




     (23) [RESERVED];




     (24) Liens Incurred to secure cash management services in the ordinary course of
business; and




     (25) Liens securing the Securities issued on the Issue Date, any PIK Securities issued
in respect thereof, the Subsidiary Guaranties and all other obligations under the Note
Documents.


Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6),
(9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly




21









 








or
indirectly from Net Available Cash pursuant to Section 4.06. For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.




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




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




          “principal” of a Security means the principal of the Security plus the premium, if any,
payable on the Security which is due or overdue or is to become due at the relevant time.




          “Pro Forma Cost Savings” means cost savings that the Company reasonably determines are
probable based upon specifically identified actions to be taken within six months of the date of an
acquisition (net of any reduction in EBITDA as a result of such cost savings that the Company
reasonably determines are probable); provided, however, that the Company’s chief
financial officer and chief accounting officer shall have certified in an Officers’ Certificate
delivered to the Trustee the specific actions to be taken, the cost savings to be achieved from
each such action, that such savings have been determined to be probable and the amount, if any, of
any reduction in EBITDA in connection therewith. Where specifically provided by this Indenture, the
Company shall give pro forma effect to such Pro Forma Cost Savings as if they had been effected as
of the beginning of the applicable period.




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




          “Receivables Subsidiary” means any Person formed for the purpose of engaging in a Qualified
Receivables Transaction with the Company or a Restricted Subsidiary that
engages in no activities other than in connection with the financing of accounts receivable
and that is designated by the Board of Directors of the Company (as provided below) as a
Receivables Subsidiary and (1) has no Indebtedness or other obligations (contingent or otherwise)
that (a) are guaranteed by the Company or any Restricted Subsidiary, other than contingent
liabilities pursuant to Standard
 Securitization Undertakings, (b) are recourse to or obligate the
Company or any Restricted Subsidiary in any way other than pursuant to Standard 



22









 








Securitization
Undertakings or (c) subjects any property or asset of the Company or any Restricted Subsidiary,
directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant
to Standard Securitization Undertakings; (2) has no contract, agreement, arrangement or undertaking
(except in connection with a Qualified Receivables Transaction) with the Company or its Restricted
Subsidiaries other than on terms no less favorable to the Company or such Restricted Subsidiaries
than those that might be obtained at the time from Persons that are not Affiliates of the Company,
other than fees payable in the ordinary course of business in connection with servicing accounts
receivable; and (3) neither the Company nor any Restricted Subsidiary has any obligation to
maintain or preserve the Receivables Subsidiary’s financial condition or cause the Receivables
Subsidiary to achieve certain levels of operating results.




          Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of
the Company giving effect to such designation and an Officers’ Certificate certifying, to the best
of such officers’ knowledge and belief after consulting with counsel, that such designation
complied with the foregoing conditions.




          “Reference Date” means July 6, 2005.




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




          “Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company
or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this
Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided,
however, that:





     (1) (a) if the Stated Maturity of the Indebtedness being Refinanced is earlier than the
Stated Maturity of the Securities, the Refinancing Indebtedness has a Stated Maturity no
earlier than the Stated Maturity of the Indebtedness being Refinanced or (b) if the Stated
Maturity of the Indebtedness being Refinanced is later than the Stated Maturity of the
Securities, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than
the Stated Maturity of the Securities;




     (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of the
Indebtedness being Refinanced;




     (3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred
with original issue discount, an aggregate issue price) that is equal to or less than the
aggregate principal amount (or if Incurred with original issue discount, the aggregate
accreted value) then outstanding (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; and



23









 







     (4) if the Indebtedness being Refinanced is subordinated in right of payment to the
Securities, such Refinancing Indebtedness is subordinated in right of payment to the
Securities at least to the same extent as the Indebtedness being Refinanced;


provided further, however, that Refinancing Indebtedness shall not include
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or Indebtedness of the
Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.




          “Related Business” means any business in which the Company or any of the Restricted
Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to
such business.




          “Responsible Officer” means, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.




          “Restricted Payment” with respect to any Person means



     (1) the declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any merger or
consolidation involving such Person) or similar payment to the direct or indirect holders of
its Capital Stock (other than (A) dividends or distributions payable solely in its Capital
Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the
Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by
a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an
equivalent interest in the case of a Subsidiary that is an entity other than a
corporation));



     (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of any Capital Stock of the Company held by any Person (other than by a Restricted
Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the
Company (other than by a Restricted Subsidiary), including in connection with any merger or
consolidation and including the exercise of any option to exchange any Capital Stock (other
than into Capital Stock of the Company that is not Disqualified Stock);



     (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment of any Junior Financing of the Company or any Subsidiary Guarantor
(other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Junior Financing purchased in
anticipation of satisfying a sinking fund obligation, principal


24









 







 installment or final
maturity, in the case of clause (B) due within one year of the date of such purchase,
repurchase, redemption, defeasance or other acquisition or retirement); or



     (4) the making of any Investment (other than a Permitted Investment) in any Person.




          “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted
Subsidiary.




          “Revolving Credit Facility” means any revolving credit facility contained in a Credit
Agreement and any other facility or financing arrangement that provides for revolving Indebtedness
that Refinances, in whole or in part, any such revolving credit facility.




          “Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or
a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person
(other than the Company or a Restricted Subsidiary) and the Company or a Restricted Subsidiary
leases it from such Person.




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




          “Second Lien Collateral Agent” means Credit Suisse, in its capacity as the collateral agent
for the Second-Priority Lien Obligations under the Intercreditor Agreements, and any successor
thereto in such capacity.




          “Second Lien Term Loan Agreement” means the Second Priority Lien Term Loan Agreement, dated
August 4, 2009, by and among the Company, certain of its Subsidiaries and the lenders referred to
therein, together with the related documents thereto (including the term loan thereunder, any
guarantees and security documents), as in effect on the Issue Date and as the same may be amended,
supplemented or otherwise modified from time to time (as long as the agreement, as amended,
supplemented or modified, taken as a whole, is not more disadvantageous to the holders of the
Securities in any material respect as determined in good faith by the Board of Directors than the
agreement as in effect on the Issue Date).




          “Second-Priority Lien Obligations” means (i) all Indebtedness of the Company and the
Subsidiary Guarantors Incurred under the Second Lien Term Loan Agreement and (ii) all other
Obligations (not constituting Indebtedness) of the Company and the Subsidiary Guarantors under the
Second Lien Term Loan Agreement.




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




          “Security Agreement” means the Security Agreement, dated as of the Issue Date, by and among
the Company, the Subsidiary Guarantors and the Third Lien Collateral Agent.




          “Secured Obligations” has the meaning assigned to such term in the Security Agreement.




25









 









          “Security Documents” means the Security Agreement and all other security agreements, pledge
agreements, collateral assignments, mortgages, deeds of trust, control agreements or other grants
or transfers of security, creating (or purporting to create) a Lien upon the Collateral as
contemplated by this Indenture, in each case, as amended, supplemented, restated, renewed, replaced
or otherwise modified, in whole or in part, from time to time, in accordance with its terms, this
Indenture and the terms of the Intercreditor Agreements.




          “Senior Indebtedness” means with respect to any Person:





     (1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter
Incurred; and




     (2) all other Obligations of such Person (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such Person whether
or not post-filing interest is allowed in such proceeding) in respect of Indebtedness
described in clause (1) above,


unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such Indebtedness or other
Obligations are subordinate in right of payment to the Securities or the Subsidiary Guaranty of
such Person, as the case may be; provided, however, that Senior Indebtedness of
such Person shall not include:





     (A) any obligation of such Person to the Company or any Subsidiary;




     (B) any liability for Federal, state, local or other taxes owed or owing by
such Person;




     (C) any accounts payable or other liability to trade creditors arising in the
ordinary course of business;




     (D) any Indebtedness or other Obligation of such Person which is subordinate or
junior in any respect to any other Indebtedness or other Obligation of such Person;
or




     (E) that portion of any Indebtedness which at the time of Incurrence is
Incurred in violation of this Indenture.



          “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.




          “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.,
and any successor to its rating agency business.




          “Standard Securitization Undertakings” means all representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary which are customary in
securitization transactions involving accounts receivable.




26









 










          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final 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 unless such contingency has occurred).




          “Subsidiary” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of Voting Stock is
at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and
one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.




          “Subsidiary Guarantor” means each Subsidiary of the Company that executes this Indenture as a
guarantor and each other Subsidiary of the Company that thereafter guarantees the Securities
pursuant to the terms of this Indenture.




          “Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations
with respect to the Securities.




          “Temporary Cash Investments” means any of the following:





     (1) any investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency thereof;




     (2) investments in demand and time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof issued by a bank
or trust company which 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, and which
bank or trust company has capital, surplus and undivided profits aggregating in excess of
$50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is
rated “A” (or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities Act)
or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;




     (3) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (1) above entered into with a bank meeting the
qualifications described in clause (2) above;




     (4) investments in commercial paper, maturing not more than 180 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of which
any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or
higher) according to Standard and Poor’s;



27









 







     (5) investments in securities with maturities of one year or less from 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 Standard & Poor’s or “A” by Moody’s;




     (6) investments in money market funds that invest at least 90% of their assets in
securities of the types described in clauses (1) through (5) above; and




     (7) in the case of a Foreign Subsidiary, Foreign Cash Investments held by it from time
to time in the ordinary course of business.



          “Term Loan Facility” means any term loan facility contained in a Credit Agreement and any
other facility or financing arrangement that provides for term loan borrowings that Refinances in
whole or in part any such term loan facility.




          “Third Lien Collateral Agent” means the Trustee, in its capacity as the collateral agent under
the Security Documents, and any successor thereto in such capacity.




          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa77bbbb) as in effect on
the date of this Indenture.




          “Total Assets” as of any date of determination means the total consolidated assets as shown on
the most recent balance sheet of the Company and its Restricted Subsidiaries on a consolidated
basis.




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




          “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.




          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time.




          “Unrestricted Subsidiary” means:





     (1) any Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and




     (2) 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) to be an Unrestricted Subsidiary unless such Subsidiary or
any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any
property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that either (A) the Subsidiary
to be so




28









 








designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater
than $1,000, such designation would be permitted under Section 4.04. The Board of Directors
may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (A) after giving effect
to such designation, on a pro forma basis, the Consolidated Coverage Ratio would
exceed 2.00 to 1, and (B) no Default shall have occurred and be continuing. Any such designation by
the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy
of the resolution of the Board of Directors giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing provisions.




          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than
U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date
two Business Days prior to such determination.




          Except as described in Section 4.03, whenever it is necessary to determine whether the
Company has complied with any covenant in this Indenture or a Default has occurred and an amount is
expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar
Equivalent determined as of the date such amount is initially determined in such currency.




          “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable at the issuer’s option.




          “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.




          “Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other
than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned
Subsidiaries.




29









 









     SECTION 1.02 Other Definitions.



	 	 	 
	Term	 	Defined in Section
	“Affiliate Transaction”
	 	4.07(a)
	“Appendix”
	 	2.01
	“Article 9 Collateral”
	 	11.02
	“Bankruptcy Law”
	 	6.01
	“Change of Control Offer”
	 	4.09(b)
	“covenant defeasance option”
	 	8.01(b)
	“Custodian”
	 	6.01
	“Global Security”
	 	Appendix
	“Event of Default”
	 	6.01
	“Global Security”
	 	Appendix
	“Guaranteed Obligations”
	 	10.01
	“legal defeasance option”
	 	8.01(b)
	“Offer”
	 	4.06(b)
	“Offer Amount”
	 	4.06(c)(2)
	“Offer Period”
	 	4.06(c)(2)
	“Paying Agent”
	 	2.03
	“PIK Interest”
	 	Appendix
	“PIK Securities”
	 	Appendix
	“Purchase Date”
	 	4.06(c)(1)
	“Registrar”
	 	2.03
	“Related PIK Securities”
	 	Appendix
	“Restricted Securities Legend”
	 	Appendix
	“Rule 3-16”
	 	11.01(b)
	“Successor Company”
	 	5.01(a)(1)






     SECTION 1.03 Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by
reference in and made a part of this Indenture. The following TIA terms have the following
meanings:



          “Commission” means the SEC;




          “indenture securities” means the Securities and the Subsidiary Guaranties; “indenture security
holder” means a Securityholder;




          “indenture to be qualified” means this Indenture;




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




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




30









 









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




     SECTION 1.04 Rules of Construction. Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;




     (4) “including” means including without limitation;




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




     (6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;




     (7) secured Indebtedness shall not be deemed to be subordinate or junior to any other
secured Indebtedness merely because it has a junior priority with respect to the same
collateral;




     (8) the principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP;




     (9) the principal amount of any Preferred Stock shall be (A) the maximum liquidation
value of such Preferred Stock or (B) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater; and




     (10) all references to the date the Securities were originally issued shall refer to
the Issue Date.



Article 2




The Securities




     SECTION 2.01 Form and Dating. Provisions relating to the Securities are set forth in the Rule 144A/Regulation S/IAI
Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part
of, this Indenture. The Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and
expressly made a part of, this Indenture. The Securities may have notations, legends or
 endorsements required by law, stock exchange rule, agreements to which the Company is subject, if
any, or usage (provided, that any such notation, legend or 


31









 








endorsement is in a form
acceptable to the Company). Each Security shall be dated the date of its authentication. The terms
of the Securities set forth in the Appendix are part of the terms of this Indenture.



     SECTION 2.02 Execution and Authentication. An Officer shall sign the Securities for the Company by manual or facsimile signature.



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




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




          On the Issue Date, the Trustee shall authenticate and deliver $42,124,000 of 11%/13% Third
Lien Senior Secured Notes Due 2013 and, at any time and from time to time thereafter, the Trustee
shall authenticate and deliver Securities (including PIK Securities) for original issue in an
aggregate principal amount specified in such order, in each case upon a written order of the
Company signed by an Officer of the Company. Such order shall specify the amount of the Securities
to be authenticated, the date on which the original issue of Securities is to be authenticated, the
number of global or certificated Securities to be authenticated, the registered holder of each
Security and, in the case of an issuance of Additional Securities pursuant to Section 2.13
after the Issue Date, shall certify that such issuance is in compliance with Section 4.03.




          The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Securities. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture
to authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as any Registrar, Paying Agent or agent for service of notices and demands.




          The Securities shall be treated as a single class for all purposes of this Indenture.




     SECTION 2.03 Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities
may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or
more co-registrars and one or more additional paying agents. The term “Paying Agent” includes
any additional paying agent.



          The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent
or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Company
shall notify the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or




32









 







any Wholly Owned
Subsidiary incorporated or organized within The United States of America may act as Paying Agent,
Registrar, co-registrar or transfer agent.




          The Company initially appoints the Trustee as Registrar and Paying Agent in connection with
the Securities.




     SECTION 2.04 Paying Agent To Hold Money in Trust. Prior to each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming
due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that
the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the Securities and shall
notify the Trustee of any default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.



     SECTION 2.05 Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Securityholders and shall otherwise comply with
TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in
writing at least five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders.



     SECTION 2.06 Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the
surrender of a Security for registration of transfer. When a Security is presented to the Registrar
or a co-registrar with a request to register a transfer, the Registrar shall register the transfer
as requested if the requirements of this Indenture are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as requested if the same
requirements are met.



     SECTION 2.07 Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security
claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Security if the Holder satisfies any other reasonable
requirements of the Trustee, including delivering proof satisfactory to the Trustee of such loss,
destruction or wrongful taking. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any
of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security.



          Every replacement Security is an additional Obligation of the Company.




33









 








     SECTION 2.08 Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.



          If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee and the Company receive proof satisfactory to them that the replaced Security is held
by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).




          If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal and interest payable on that
date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, then on and after that date such Securities (or portions thereof) cease to be outstanding
and interest on them ceases to accrue.




     SECTION 2.09 Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary Securities.



     SECTION 2.10 Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy
(subject to the record retention requirements of the Exchange Act) all Securities surrendered for
registration of transfer, exchange, payment or cancellation and deliver a certificate of such
destruction to the Company unless the Company directs the Trustee to deliver
canceled Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.



     SECTION 2.11 Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay
defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are Securityholders on a
subsequent special record date. The Company shall fix or cause to be fixed any such special record
date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.



     SECTION 2.12 CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common Code”
numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers,
ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be



34









 







placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall advise the Trustee in writing of any change in any
“CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.



     SECTION 2.13 Issuance of Additional Securities. After the Issue Date, the Company shall be entitled, subject to its compliance with
Sections 4.03 and 4.10, to issue Additional Securities under this Indenture, which
Securities shall have identical terms as the Securities issued on the Issue Date, other than with
respect to the date of issuance and issue price. All the Securities issued under this Indenture
shall be treated as a single class for all purposes of this Indenture including waivers,
amendments, redemptions and offers to purchase.



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





     (1) the aggregate principal amount of such Additional Securities to be authenticated
and delivered pursuant to this Indenture and the provision of Section 4.03 that the
Company is relying on to issue such Additional Securities; and




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



     SECTION 2.14 PIK Interest. On February 15, 2010, the Company shall pay interest on the Securities entirely in PIK
Interest. On August 15, 2010 and February 15, 2011, the Company may, at its option, elect to pay
interest on the Securities entirely in cash or entirely in PIK Interest. After February 15, 2011,
the Company shall make all interest payments on the Securities entirely in cash. Any accrued
interest payment owing in connection with a redemption of the Securities pursuant to Article
3 or Sections 4.06 and 4.09 shall be made solely in cash.



          Prior to the beginning of each interest period, the Company shall deliver to the Trustee and
the Paying Agent (if other than the Trustee) a written order of the Company to the Trustee setting
forth whether the subsequent interest payment (or any portion thereof) due on the subsequent
Interest Payment Date will be made in the form of cash or PIK Interest. The Trustee shall promptly
deliver a corresponding notice to Holders of the Securities. If no election is made and no written
notice is delivered with respect to each interest payment date through February 15, 2011, such
interest payment shall be payable entirely in PIK Interest.




          With respect to the payment of PIK Interest on any Securities, no later than two Business Days
prior to the relevant interest payment date, the Company shall deliver to the Trustee and the
Paying Agent (if other than the Trustee), (i) if such Securities are Global Securities, an order to
increase the outstanding principal amount of such Securities by the required amount (rounded up to
the nearest whole dollar) (or, if necessary, pursuant to the requirements of the Depository or
otherwise to authenticate and deliver new PIK Securities that are Global Securities in the required
amount, rounded up to the nearest whole dollar) and (ii) if




35









 







such Securities are Definitive
Securities, the required amount of PIK Securities (rounded up to the nearest whole dollar) and an
order to authenticate and deliver such PIK Securities.




          Any PIK Securities, after being executed and authenticated pursuant to Section 2.02,
(i) if such PIK Securities are Definitive Securities, shall be mailed to the person entitled
thereto as shown on the note register for the Definitive Securities as of the relevant record date
or (ii) if such PIK Securities are Global Securities, the Company may direct the Paying Agent to
make appropriate amendments to Schedule A of the relevant Global Securities and arrange for
deposit with the Depository or custodian therefor in accordance with its Applicable Procedures.




          Payment shall be made in such form and terms as specified in this Section 2.14 and the
Company shall and the Paying Agent may take additional steps as is necessary to effect such
payment.




          Any payment of interest in PIK Interest shall be deemed to be payment in full to the same
extent as if it were paid in cash. Any payment of interest, if any, on the Securities, in PIK
Interest will be rounded up to the nearest whole dollar. Interest shall accrue on PIK Securities
issued pursuant to the Indenture from an including the date of issuance of such PIK Securities.
Any such PIK Securities shall be issued on the same terms as the Securities issued on the Issue
Date and shall constitute part of the same series of securities as the Securities and will vote
together as one series on all matters with respect to the Securities. All references herein to
“Securities” shall include any PIK Securities and all references herein to the “principal amount”
of the Securities shall include any PIK Securities issued in respect thereof (and any increase in
principal amount thereof) as a result of a payment of PIK Interest.




     SECTION 2.15 Additional Interest. (a) If, at any time during the six-month period beginning on, and including, the date which
is six months after the Issue Date and ending on the date which is the one year anniversary of the
Issue Date, the Company fails to provide “current public information” within the meaning of, and in
accordance with, Rule 144(c)(1) of the Securities Act (as such rule may be amended from time to
time) (the business day after failure to provide “current public information” occurs, the “Trigger
Date”), Additional Interest shall accrue on the Securities over and above the interest set forth in
the title of the Securities from and including the Trigger Date, at an annual rate of 0.25% per
annum for the first 90-day period immediately following the Trigger Date, and such rate will
increase by an additional 0.25% per annum with respect to the subsequent 90-day period to but
excluding the earlier of (1) the date on which the Company provides “current public information”,
and (2) the one year anniversary of the Issue Date. The Company shall pay any such Additional
Interest pursuant to this Section 2.15(a) in cash on the next Interest Payment Date.



          (b) If the Restricted Securities Legend on the Securities has not been removed with respect to
Securities held by Holders other than Affiliates of the Company as of the 366th day after the Issue
Date (or if the 366th day is not a business day, the first business day thereafter) (the “Legend
Removal Deadline”), Additional Interest shall accrue on the Securities over and above the interest
set forth in the title of the Securities from and including the Legend Removal Deadline, at an
annual rate of 0.25% per annum for the first 90-day period immediately following the Legend Removal
Deadline, and such rate will increase by an additional 0.25% per




36









 







annum subsequent to such 90-day
period, to the date on which the Restricted Securities Legend on the Securities has been removed
with respect to Securities held by Holders other than Affiliates of the Company, up to a maximum
Additional Interest of 0.50% per annum. So long as the obligation to pay Additional Interest
described in this Section 2.15(b) continues, the Company shall pay such Additional Interest
in cash on the next Interest Payment Date. Such Additional Interest shall be the Holders’ sole
monetary remedy under this Indenture with respect to any failure to remove the Restricted
Securities Legend in accordance with this Section 2.15(b). The Company shall not be
obligated to remove the Restricted Securities Legend with respect to any Securities held by Holders
that are Affiliates of the Company, or to pay any Additional Interest pursuant to this Section
2.15(b) to the extent the Restricted Securities Legend has not been removed with respect to any
Securities held by Holders that are Affiliates of the Company.




          (c) In the event that the Company is required to pay Additional Interest to Holders pursuant
to this Section 2.15, the Company shall provide a written notice to the Trustee (and if the
Trustee is not the Paying Agent, the Paying Agent) of the Company’s obligation to pay such
Additional Interest no later than three Business Days prior to date on which any such Additional
Interest is scheduled to be paid. Such notice shall set forth the amount of Additional Interest to
be paid by the Company on such payment date and direct the Trustee (or, if the Trustee is not the
Paying Agent, the Paying Agent) to make payment to the extent it receives funds from the Company to
do so. The Trustee shall not at any time be under any duty or responsibility to any Holder to
determine whether Additional Interest is payable, or with respect to the nature, extent, or
calculation of the amount of Additional Interest owed, or with respect to the method employed in
such calculation of Additional Interest.




Article 3




Redemption




     SECTION 3.01 Notices to Trustee. If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities, it
shall notify the Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption will occur.



          The Company shall give each notice to the Trustee provided for in this Section 3.01 at
least 35 days before the redemption date unless the Trustee consents to a shorter period. Such
notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company
to the effect that such redemption will comply with the conditions herein.




     SECTION 3.02 Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata to the extent practicable. The Trustee shall make the selection from
outstanding Securities not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than $1,000. Securities and
portions of them the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of
$1,000 (or if PIK Interest has been paid, a minimum of $1 and integral multiples thereof).
Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called



37









 







for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.



     SECTION 3.03 Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be
redeemed at such Holder’s registered address.



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





     (1) the redemption date;




     (2) the redemption price;




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




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




     (5) if fewer than all the outstanding Securities are to be redeemed, the identification
and principal amounts of the particular Securities to be redeemed;




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




     (7) the “CUSIP” number, ISIN or “Common Code” number, if any, printed on the Securities
being redeemed; and




     (8) that no representation is made as to the correctness or accuracy of the “CUSIP”
number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the
Securities.



          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s expense. In such event, the Company shall provide the Trustee with the
information required by this Section and the complete form of such notice.




     SECTION 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date), and such Securities
shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder.



     SECTION 3.05 Deposit of Redemption Price. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the redemption price of and



38









 







accrued interest on all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption which have been delivered by
the Company to the Trustee for cancellation. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price for, and accrued interest on, all Securities to
be redeemed.



          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Securities or the portion of the Securities
called for redemption. If a Security is redeemed on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest shall be paid to
the Person in whose name such Security was registered at the close of business on such record date.




     SECTION 3.06 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the
Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.



Article 4




Covenants




     SECTION 4.01 Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal and cash interest
shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and interest then due. PIK
Interest shall be paid in the manner provided in Section 2.14. Any PIK Interest shall be
considered paid on the date it is due if on such date (1) if PIK Securities (including PIK
Securities that are Global Notes) have been issued therefor, such PIK Securities have been
authenticated in accordance with the terms of this Indenture or (2) if such PIK Interest is paid by
increasing the principal amount of Global Notes then authenticated, the Trustee has increased the
principal amount of Global Notes then authenticated by the required amount.



          The Company shall pay interest on overdue principal at the rate specified therefor in the
Securities, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful.




     SECTION 4.02 SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and provide
the Trustee and Securityholders with such annual and other reports as are specified in Sections 13
and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such
reports to be so filed and provided at the times specified for the filings of such reports under
such Sections and containing all the information, audit reports and exhibits required for such
reports. If at any time, the Company is not subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in
the preceding sentence with



39









 








the SEC within the time periods required unless the SEC will not accept
such a filing. The Company agrees that it will not take any action for the purpose of causing the
SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such
filings for any reason, the Company will post the reports specified in the preceding sentence on
its website within the time periods that would apply if the Company were required to file those
reports with the SEC.



          At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraph will include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and, in the event that the Unrestricted Subsidiaries, individually or
collectively, constitute a Significant Subsidiary, in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” of the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.




          In addition, the Company shall furnish to the Holder of the Securities and to prospective
investors, upon the requests of such Holders, any information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as any Securities are not freely transferable
under the Securities Act. The Company also shall comply with the other provisions of TIA § 314(a).




     SECTION 4.03 Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur,
directly or indirectly, any Indebtedness.



          (b) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries
shall be entitled to Incur any or all of the following Indebtedness:





     (1) Indebtedness Incurred by the Company and the Subsidiary Guarantors under a Credit
Agreement in an amount not to exceed $47.5 million outstanding at any one time;
provided, however, that the aggregate amount of all Indebtedness that may be
Incurred and outstanding under this clause (b)(1) shall be reduced by the aggregate sum of
all principal payments with respect to any Term Loan Facility pursuant to Section
4.06(a)(3)(A); provided, further, however, that the aggregate
amount of all Indebtedness that may be Incurred under this clause (b)(1) shall be reduced by
the aggregate amount of all Indebtedness Incurred pursuant to clause (12) of this
Section 4.03(b) and then outstanding;




     (2) Indebtedness owed to and held by the Company or a Restricted Subsidiary;
provided, however, that (A) any subsequent issuance or transfer of any
Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness,
such Indebtedness is expressly subordinated to the prior payment in full in cash of all
obligations with respect to the Securities and (C) if a Subsidiary Guarantor is the obligor
on such Indebtedness, such Indebtedness is expressly subordinated to the



40









 







 prior
payment in
full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary
Guaranty;




     (3) the Securities (other than any Additional Securities) and any PIK Securities issued
from time to time as payment of PIK Interest on such Securities and any increase in the
principal amount of such Securities as a result of payment of PIK Interest;




     (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in
clause (1), (2) or (3) of this Section 4.03(b)), including the 8% Senior Notes due
2013, the loans under the Second Lien Term Loan Agreement, the intercompany loan from
Bostrom Ltd. to the Company in principal amount of $10,861,723 and the intercompany loan
from Commercial Vehicle Systems Ltd. to the Company in principal amount of $4,812,760;




     (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the
date on which such Subsidiary was acquired by the Company or a Restricted Subsidiary (other
than Indebtedness Incurred in connection with, or to provide all or any portion of the funds
or credit support utilized to consummate, the transaction or series of related transactions
pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company or a
Restricted Subsidiary); provided, however, that on the date of such
acquisition and after giving pro forma effect thereto, the Consolidated
Coverage Ratio would exceed 2:00 to 1;




     (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause
(3), (4) or (5) of this Section 4.03(b) or this clause (6); provided,
however, that to the extent such Refinancing Indebtedness directly or indirectly
Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing
Indebtedness shall be Incurred only by such Subsidiary;




     (7) Hedging Obligations that are Incurred for bona fide hedging purposes that are
entered into in the ordinary course of business and not for speculative purposes;




     (8) Obligations in respect of performance, bid and surety bonds and completion
guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of
business;




     (9) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course
of business; provided, however, that such Indebtedness is extinguished
within three Business Days of its Incurrence;




     (10) Indebtedness consisting of the Subsidiary Guaranty of a Subsidiary Guarantor and
any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred pursuant to paragraph (a)
or pursuant to clause (1), (2), (3) or (4) or pursuant to clause (6) to the extent the
Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness
Incurred pursuant to paragraph (a) or pursuant to clause (3) or (4);



41









 






     (11) [RESERVED];




     (12) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables
Transaction that is not recourse to the Company or any Restricted Subsidiary (except for
Standard Securitization Undertakings); provided, however, that, immediately
after giving effect to any such Incurrence the aggregate principal amount of all
Indebtedness Incurred pursuant to this clause (12) and then outstanding does not exceed the
aggregate principal amount of Indebtedness permitted to be Incurred pursuant to clause (1)
of this Section 4.03(b) less the aggregate principal amount of Indebtedness Incurred
pursuant to clause (1) of this Section 4.03(b) and then outstanding;




     (13) [RESERVED];




     (14) Indebtedness consisting of customary indemnification, adjustment of purchase
price, earn-out or similar obligations of the Company or any Restricted Subsidiary, in each
case Incurred in connection with the acquisition or disposition of any assets in accordance
with the terms of this Indenture; provided, however, that with respect to
any such disposition, the maximum aggregate liability in respect of all such Indebtedness
will at no time exceed the gross proceeds actually received by the Company and its
Restricted Subsidiaries in connection with such disposition;




     (15) Indebtedness of the Company or any Restricted Subsidiary, to the extent the
proceeds of such Indebtedness are deposited and used to defease the Securities pursuant to
Section 8.01; and




     (16) Indebtedness of the Company or of any Restricted Subsidiary in an aggregate
principal amount which, when taken together with all other Indebtedness of the Company and
its Restricted Subsidiaries outstanding on the date of such Incurrence (other than
Indebtedness permitted by clauses (1) through (15) of this Section 4.03(b)) does not
exceed $5.0 million.



          (c) Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor shall
Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used,
directly or indirectly, to Refinance any Junior Financing of the Company or a Subsidiary Guarantor
unless such Indebtedness (and/or the Liens securing such Indebtedness) shall be subordinated to the
Securities or to the applicable Subsidiary Guaranty of such Subsidiary Guarantor (and/or the Liens
securing the Securities or the applicable Subsidiary Guaranty) to at least the same extent as such
Junior Financing.




          (d) For purposes of determining compliance with this Section 4.03, (1) in the event
that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the
types of Indebtedness described herein, the Company, in its sole discretion, shall be permitted to
classify and later reclassify such item of Indebtedness (or any portion thereof) in any manner that
complies with this Section 4.03 and shall only be required to include the amount and type
of such Indebtedness in one of the above clauses; provided, however, that (A)
Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been
Incurred on such date under Section 4.03(b)(1) and (B) the Company will not be permitted




42









 







to
reclassify all or any portion of any Indebtedness Incurred under Sections 4.03(b)(1) or
(12); and (2) the Company shall be entitled to divide and classify or reclassify (to the
extent permitted by clause (1) of this paragraph (d)) an item of Indebtedness into more than one of
the types of Indebtedness described herein.




          (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the
Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency,
the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the
Incurrence of such Indebtedness; provided, however, that if any such Indebtedness
denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars
covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of
such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. The
principal amount of any Refinancing Indebtedness Incurred in
the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of
the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was
determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be
determined in accordance with the preceding sentence, and (2) the principal amount of the
Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in
which case the U.S. Dollar Equivalent of such excess, as appropriate, shall be determined on the
date such Refinancing Indebtedness is Incurred.




     SECTION 4.04 Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment.



          (b) The provisions of Section 4.04(a) shall not prohibit:





     (1) any Restricted Payment made out of the Net Cash Proceeds of the substantially
concurrent sale of, or made by exchange for, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the
Company or an employee stock ownership plan or to a trust established by the Company or any
of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash
capital contribution received by the Company from its shareholders;




     (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Junior Financing of the Company or a Subsidiary Guarantor made by exchange for,
or out of the proceeds of the substantially concurrent Incurrence of, Indebtedness of such
Person which is permitted to be Incurred pursuant to Section 4.03 so long as such
Indebtedness is Refinancing Indebtedness;




     (3) dividends or other distributions paid within 60 days after the date of declaration
thereof if at such date of declaration such dividend or other distribution would have
complied with this Section 4.04; provided, however, that at the time
of payment of such dividend or other distribution, no other Default shall have occurred and
be continuing (or result therefrom);



43









 








     (4) so long as no Default has occurred or is continuing, repurchases of Capital Stock
deemed to occur in connection with surrender of shares of Capital Stock to satisfy tax
withholding obligations of employees or directors; provided, however, that the aggregate
amount of such repurchases shall not exceed $2.0 million in any calendar year;




     (5) the declaration and payments of dividends on Disqualified Stock issued pursuant to
Section 4.03; provided, however, that, at the time of payment of
such dividend, no Default shall have occurred and be continuing (or result therefrom);




     (6) repurchases of Capital Stock deemed to occur upon exercise of stock options or
warrants if such Capital Stock represents a portion of the exercise price of such options or
warrants;




     (7) cash payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for
Capital Stock of the Company; provided, however, that any such cash payment
shall not be for the purpose of evading the limitation of this Section 4.04 (as
determined in good faith by the Board of Directors);




     (8) in the event of a Change of Control, and if no Default shall have occurred and be
continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement
of Junior Financing of the Company or any Subsidiary Guarantor, in each case, at a purchase
price not greater than 101% of the principal amount of such Junior Financing, plus any
accrued and unpaid interest thereon; provided, however, that prior to such
payment, purchase, redemption, defeasance or other acquisition or retirement, the Company
(or a third party to the extent permitted by this Indenture) has made a Change of Control
Offer with respect to the Securities as a result of such Change of Control and has
repurchased all Securities validly tendered and not withdrawn in connection with such Change
of Control Offer;




     (9) payments of




     (A) intercompany Indebtedness, the Incurrence of which was permitted under
Section 4.03(b)(2), or




     (B) the intercompany loan from Bostrom Ltd. to the Company in principal amount
of $10,861,723 and the intercompany loan from Commercial Vehicle Systems Ltd. to the
Company in principal amount of $4,812,760 Incurred pursuant to Section
4.03(b)(4);


provided, however, that in the case of clauses (A) and (B) above, no
Default has occurred and is continuing or would otherwise result therefrom;
provided, further, that in the case of clause (B) above, prior to the time
of payment such Indebtedness is expressly subordinated to the prior payment in full
in cash of all obligations with respect to the Securities;





     (10) so long as no Default has occurred and is continuing or would be caused thereby,
the repurchase, redemption or other acquisition or retirement for value of Junior



44









 







Financing
with any excess Net Available Cash remaining after the consummation of an offer to purchase
Securities pursuant to Section 4.06; or




     (11) the repurchase, redemption or other acquisition for value of Capital Stock of the
Company or any direct or indirect parent of the Company representing fractional shares of
such Capital Stock in connection with a merger, consolidation, amalgamation or other
combination involving the Company in an amount which, when taken together with all
Restricted Payments made pursuant to this clause (11) does not exceed $1.0 million.



     SECTION 4.05 Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or
otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the
Company, (b) make any loans or advances to the Company or (c) transfer any of its property or
assets to the Company, except:




     (1) with respect to clauses (a), (b) and (c),




     (A) any encumbrance or restriction pursuant to an agreement in effect at or
entered into on the Issue Date (including the Credit Agreement, the Second Lien Term
Loan Agreement, this Indenture, the Securities, the Security Documents and the
Intercreditor Agreements);




     (B) any encumbrance or restriction with respect to a Restricted Subsidiary
pursuant to an agreement relating to any Indebtedness Incurred by such Restricted
Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired
by the Company (other than Indebtedness Incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date;




     (C) any encumbrance or restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary pending
the closing of such sale or disposition;




     (D) any encumbrance or restriction with respect to contractual requirements of
a Receivables Subsidiary in connection with a Qualified Receivables Transaction;
provided, that any such encumbrances or restrictions apply only to such
Receivables Subsidiary;




     (E) restrictions on cash or other deposits imposed by customers, suppliers or
landlords under contracts entered into in the ordinary course of business;




     (F) [RESERVED];



45









 







     (G) customary provisions in joint venture agreements and other similar
agreements entered into in the ordinary course of business that restrict the
transfer of ownership interests in such joint venture; and




     (H) any encumbrance or restriction contained in any Indebtedness Incurred by a
Foreign Subsidiary in accordance with this Indenture to the extent such encumbrance
or restriction applies only to the assets of such Foreign Subsidiary; and



          (2) with respect to clause (c) only,





     (A) any encumbrance or restriction consisting of customary nonassignment
provisions in leases governing leasehold interests to the extent such provisions
restrict the transfer of the lease or the property leased thereunder; and




     (B) any encumbrance or restriction contained in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent such
encumbrance or restriction restricts the transfer of the property subject to such
security agreements or mortgages; and



          (3) any encumbrances or restrictions of the type referred to in clauses (a), (b) and
(c) above imposed by any amendments or refinancings of the contracts, instruments or
obligations referred to in paragraphs (1) and (2) above; provided, however
that such amendments or refinancings are, in the good faith judgment of the Board of
Directors of the Company, no more restrictive with respect to such dividend and other
restrictions than those contained in the dividend or other restrictions prior to such
amendment or refinancing.




     SECTION 4.06 Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Disposition unless




     (1) the Company or such Restricted Subsidiary receives consideration at the time of
such Asset Disposition at least equal to the fair market value (including as to the value of
all non-cash consideration) of the shares and assets subject to such Asset Disposition, as
determined in good faith by the Board of Directors, if the fair market value is equal to or
exceeds $2.5 million, or by an Officer, if the fair market value is less than $2.5 million;




     (2) at least 75% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or cash equivalents;




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




     (A) to the extent the Company elects (or is required by the terms of any
Indebtedness), to prepay, repay, redeem or purchase (i) Senior Indebtedness of the



46









 







Company or (ii) Senior Indebtedness of a Wholly Owned Subsidiary, in each case, that
constitutes First-Priority Lien Obligations or Second-Priority Lien Obligations
(other than Indebtedness owed to the Company or an Affiliate of the Company) within
one year from the later of the date of such Asset Disposition or the receipt of such
Net Available Cash;




     (B) to the extent the Company elects, to acquire Additional Assets within one
year from the later of the date of such Asset Disposition or the receipt of such Net
Available Cash, provided, however, that, in the case of an Asset
Disposition of any Collateral, such Additional Assets are added, substantially
concurrently
with the acquisition thereof, to the Collateral securing the Securities and
Subsidiary Guaranties, with the same priority as the properties or assets disposed
of; or




     (C) to the extent of the balance of such Net Available Cash after application
in accordance with clauses (A) and (B), to make an Offer to the holders of the
Securities (and to holders of other Senior Indebtedness that does not constitute
Junior Financing) to purchase Securities (and such other Senior Indebtedness of the
Company) pursuant to and subject to the conditions contained in this Indenture;




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




     (4) any properties or assets received by the Company or any Restricted Subsidiary as
consideration for any Asset Disposition of any Collateral are added, substantially
concurrently with the acquisition thereof, to the Collateral securing the Securities and the
Subsidiary Guaranties, with the same priority as the properties or assets disposed of.




Notwithstanding the foregoing provisions of this Section 4.06, the Company
and the Restricted Subsidiaries shall not be required to apply any Net Available
Cash in accordance with this Section 4.06(a) except to the extent that the
aggregate Net Available Cash from all Asset Dispositions which is not applied in
accordance with this Section 4.06(a) exceeds $10.0 million. Pending
application of Net Available Cash pursuant to this Section 4.06(a), such Net
Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.



          For the purposes of this Section 4.06(a), the following are deemed to be cash or cash
equivalents:





     (i) the assumption or discharge of Indebtedness of the Company (other than Obligations
in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than
Obligations in respect of Disqualified Stock or Preferred Stock of



47









 







a Subsidiary Guarantor)
and the release of the Company or such Restricted Subsidiary from all liability on such
Indebtedness in connection with such Asset Disposition;




     (ii) securities received by the Company or any Restricted Subsidiary from the
transferee that are converted within 90 days by the Company or such Restricted Subsidiary
into cash, to the extent of the cash received in that conversion; and




     (iii) any Designated Non-cash Consideration received by the Company or any Restricted
Subsidiary in an Asset Disposition having an aggregate fair market value, taken together
with all other Designated Non-cash Consideration received pursuant to this clause (iii)
(unless such Designated Non-cash Consideration has been converted into
cash, which shall be treated after such conversion as Net Available Cash), not to
exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash
Consideration.



          (b) In the event of an Asset Disposition that requires the purchase of Securities (and other
Senior Indebtedness of the Company that does not constitute Junior Financing) pursuant to
Section 4.06(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer
by the Company for the Securities (and such other Senior Indebtedness of the Company) (the “Offer”)
at a purchase price of 100% of their principal amount (or, in the event such other Senior
Indebtedness of the Company was issued with significant original issue discount, 100% of the
accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such
other Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the
terms of such Senior Indebtedness of the Company) in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate
purchase price of securities tendered exceeds the Net Available Cash allotted to their purchase,
the Company shall select the securities to be purchased on a pro rata basis but in round
denominations, which in the case of the Securities will be denominations of $1,000 principal amount
or multiples thereof. The Company shall not be required to make an Offer to purchase Securities
(and other Senior Indebtedness of the Company) pursuant to this Section 4.06 if the Net
Available Cash available therefor is less than $5.0 million (which lesser amount shall be carried
forward for purposes of determining whether such an Offer is required with respect to the Net
Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net
Available Cash shall be deemed to be reduced by the aggregate amount of such Offer.




          (c) (1) Promptly, and in any event within 30 days after the Company becomes obligated to make
an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a
written notice stating that the Holder may elect to have his Securities purchased by the Company
either in whole or in part (subject to prorating as described in Section 4.06(b) in the
event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the
applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more
than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information
concerning the business of the Company which the Company in good faith believes will enable such
Holders to make an informed decision (which at a minimum will include (A) the most recently filed
Annual Report on Form 10-K (including audited consolidated financial statements) of the Company,
the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K
of the Company filed subsequent to such Quarterly Report,




48









 







other than Current Reports describing
Asset Dispositions otherwise described in the offering materials (or corresponding successor
reports), (B) a description of material developments in the Company’s business subsequent to the
date of the latest of such Reports, and (C) if material, appropriate pro forma
financial information) and all instructions and materials necessary to tender Securities pursuant
to the Offer, together with the information contained in clause (3).





     (2) Not later than the date upon which written notice of an Offer is delivered to the
Trustee as provided below, the Company shall deliver to the Trustee an Officers’ Certificate
as to (A) the amount of the Offer (the “Offer Amount”), including information as to any
other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available
Cash from the Asset Dispositions pursuant to which such Offer is being made
and (C) the compliance of such allocation with the provisions of Sections
4.06(a) and (b). On such date, the Company shall also irrevocably deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior
to the Purchase Date or on the Purchase Date if funds are immediately available by open of
business, an amount equal to the Offer Amount to be held for payment in accordance with the
provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit
described in the preceding sentence may be made with any other paying agent pursuant to
arrangements satisfactory to the Trustee. Upon the expiration of the period for which the
Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for
cancellation the Securities or portions thereof which have been properly tendered to and are
to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver
payment (or cause the delivery of payment) to each tendering Holder in the amount of the
purchase price. In the event that the aggregate purchase price of the Securities delivered
by the Company to the Trustee is less than the Offer Amount applicable to the Securities,
the Trustee shall deliver the excess to the Company immediately after the expiration of the
Offer Period for application in accordance with this Section 4.06.




     (3) Holders electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company at the address specified
in the notice at least three Business Days prior to the Purchase Date. Holders shall be
entitled to withdraw their election if the Trustee or the Company receives not later than
one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased. Holders whose Securities are purchased only in
part shall be issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered; provided, that each such new Security will be in
principal amount of $1,000 or an integral multiple thereof.




     (4) At the time the Company delivers Securities to the Trustee which are to be accepted
for purchase, the Company shall also deliver an Officers’ Certificate stating that such
Securities are to be accepted by the Company pursuant to and in accordance with the terms of
this Section. A Security shall be deemed to have been accepted for purchase



49









 







at the time the
Trustee, directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.



          (d) The Company shall 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 Securities pursuant to this Section 4.06. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.06, the Company
shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.06 by virtue of its compliance with such
securities laws or regulations.




     SECTION 4.07 Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with, or for the benefit of,
any Affiliate of the Company (an “Affiliate Transaction”) unless




     (1) the terms thereof are no less favorable to the Company or such Restricted
Subsidiary than those that could be obtained at the time of the Affiliate Transaction in
arm’s-length dealings with a Person who is not an Affiliate;




     (2) if such Affiliate Transaction involves an amount in excess of $2.5 million, the
terms of the Affiliate Transaction are set forth in writing and a majority of the
non-employee directors of the Company disinterested with respect to such Affiliate
Transaction have determined in good faith that the criteria set forth in clause (1) are
satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution
of the Board of Directors; and




     (3) if such Affiliate Transaction involves an amount in excess of $7.5 million, the
Board of Directors shall also have received a written opinion from an Independent Qualified
Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to
the Company and its Restricted Subsidiaries or is not less favorable to the Company and its
Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an
arm’s-length transaction with a Person who was not an Affiliate.



          (b) The provisions of Section 4.07(a) shall not prohibit





     (1) any Investment (other than a Permitted Investment) or other Restricted Payment, in
each case permitted to be made pursuant to Section 4.04;




     (2) any issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment, severance or compensation
arrangements, stock options and stock ownership plans approved by the Board of Directors,



50









 






     (3) loans or advances to employees in the ordinary course of business in accordance
with the past practices of the Company or its Restricted Subsidiaries, but in any event not
to exceed $2.0 million in the aggregate outstanding at any one time;




     (4) the payment of reasonable fees and the reimbursement of ordinary course expenses to
directors of the Company and its Restricted Subsidiaries who are not employees of the
Company or its Restricted Subsidiaries and any payments pursuant to indemnification
arrangements with directors and officers of the Company or its Restricted Subsidiaries;




     (5) any transaction with the Company, a Restricted Subsidiary or joint venture or
similar entity which would constitute an Affiliate Transaction solely because the Company or
a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted
Subsidiary, joint venture or similar entity;




     (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the
Company;




     (7) any agreement as in effect on the Reference Date and described in the Confidential
Offering Circular dated June 29, 2005, relating to the sale of the 8% Senior Notes due 2013
or any renewals or extensions of any such agreement (so long as such renewals or extensions
of any such agreement, taken as a whole, are not less favorable to the Company or the
Restricted Subsidiaries) and the transactions evidenced thereby;




     (8) transactions with customers, clients, suppliers or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture that are on terms no less favorable than those that would
have been obtained in a comparable transaction with an unrelated party; and




     (9) any Qualified Receivables Transaction, and the Incurrence of obligations and
acquisitions of Permitted Investments and other rights or assets in connection with a
Qualified Receivables Transaction.



     SECTION 4.08 Limitation on Line of Business. The Company shall not, and shall not permit any Restricted Subsidiary, to engage in any
business other than a Related Business.



     SECTION 4.09 Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require
that the Company purchase all or any part of such Holder’s Securities 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 the relevant record date to receive
interest on the relevant interest payment date), in accordance with the terms contemplated in
Section 4.09(b).



          (b) Within 30 days following any Change of Control, the Company shall mail a notice to each
Holder with a copy to the Trustee (the “Change of Control Offer”) stating:





     (1) that a Change of Control has occurred and that such Holder has the right to require
the Company to purchase such Holder’s Securities at a purchase price in cash



51









 







equal to 101%
of the principal amount thereof on the date of purchase, plus accrued and unpaid interest,
if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date);




     (2) the circumstances and relevant facts regarding such Change of Control (including
information with respect to pro forma historical income, cash flow and
capitalization, in each case after giving effect to such Change of Control);




     (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and




     (4) the instructions, as determined by the Company, consistent with this Section, that
a Holder must follow in order to have its Securities purchased.



          (c) Holders electing to have a Security purchased will be required to surrender the Security,
with an appropriate form duly completed, to the Company at the address specified in the notice at
least three Business Days prior to the purchase date. Holders will be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security purchased.




          (d) On the purchase date, all Securities purchased by the Company under this Section shall be
delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase
price plus accrued and unpaid interest, if any, to the Holders entitled thereto.




          (e) Notwithstanding the foregoing provisions of this Section, the Company shall not be
required to make a Change of Control Offer following a Change of Control if (i) a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section applicable to a Change of Control Offer made by the Company
and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer
or (ii) a notice of redemption has been given pursuant to Section 3.03 unless and until
there is a default on the payment of the applicable redemption price. A Change of Control Offer may
be made in advance of a Change of Control, conditioned on the consummation of the Change of
Control, if a definitive agreement is in effect for the Change of Control at the time of the making
of such Change of Control Offer.




          (f) The Company shall 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 Securities pursuant to this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this
Section by virtue of its compliance with such securities laws or regulations.




52









 








     SECTION 4.10 Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, Incur or permit to exist any Lien of any nature whatsoever on any of its properties
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired securing any Indebtedness, other than Permitted Liens.



     SECTION 4.11 Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with respect to any property unless



          (a) the Company or such Restricted Subsidiary would be entitled to (1) Incur Indebtedness in
an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant
to Section 4.03 and (2) create a Lien on such property securing such Attributable Debt
pursuant to Section 4.10,




          (b) the net proceeds received by the Company or any Restricted Subsidiary in connection with
such Sale/Leaseback Transaction are at least equal to the fair market value of such property (as
determined by the Board of Directors, if the fair market value is equal to or exceeds $2.5 million,
and by an Officer, if the fair market value is less than $2.5 million) and




          (c) the Company applies the proceeds of such transaction in compliance with Section
4.06.




     SECTION 4.12 Future Guarantors. The Company shall cause each domestic Restricted Subsidiary that Guarantees any Indebtedness
of the Company or any other Restricted Subsidiary to, and each Foreign Subsidiary that enters into
a Guarantee of any Senior Indebtedness (other than a Foreign Subsidiary that Guarantees Senior
Indebtedness Incurred by another Foreign Subsidiary) to, in each case, at the same time, (i)
execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted
Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set
forth in Article 10 of this Indenture and (ii) execute and deliver to the Third Lien Collateral
Agent the applicable Security Documents pursuant to which its assets (of the same type as the
assets of the Company and the other Subsidiary Guarantors constituting Collateral) shall become
part of the Collateral and shall secure the Securities and Subsidiary Guaranties in the manner
specified in this Indenture and the Security Documents. Notwithstanding the foregoing, this
covenant shall not apply to any Receivables Subsidiary.



     SECTION 4.13 Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Company an Officers’ Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during such period. If
they do, the certificate shall describe the Default, its status and what action the Company is
taking or proposes to take with respect thereto. The Company also shall comply with TIA
§ 314(a)(4).



     SECTION 4.14 Limitation on Issuances and Sales of Capital Stock of Wholly Owned
Subsidiaries. The Company will not, and will not permit any of its Restricted



53









 









Subsidiaries to, transfer,
convey, sell, lease or otherwise dispose of any Capital Stock in any Wholly Owned Subsidiary of the
Company to any Person (other than the Company or a Wholly Owned Subsidiary of the Company), unless:




     (1) such transfer, conveyance, sale, lease or other disposition is of all the Capital
Stock in such Wholly Owned Subsidiary; and




     (2) the Net Available Cash from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Section 4.06 hereof.



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




     SECTION 4.15 Impairment of Security Interest. Subject to the rights of the holders of Permitted Liens and Section 11.03, and any
release of Collateral permitted under the Security Documents and the terms of the Intercreditor
Agreements, the Company shall not, and shall not permit any of the Restricted Subsidiaries to, take
or knowingly or negligently omit to take, any action which action or omission would or could
reasonably be expected to have the result of materially impairing the security interest with
respect to the Collateral for the benefit of the Third Lien Collateral Agent and the Holders of the
Securities, except with respect to actions permitted under this Indenture. The Company shall not
amend, modify or supplement, or permit or consent to any amendment, modification or supplement of,
the Security Documents in any way that would be adverse to the Holders of the Securities in any
material respect, except as set forth in Article 11 or as permitted under Article 9 or under the
Intercreditor Agreements.



     SECTION 4.16 After-Acquired Property. Subject to the provisions in the Security Documents, upon the acquisition by the Company or
any Subsidiary Guarantor of any After-Acquired Property, the Company or such Subsidiary Guarantor
shall execute and deliver such mortgages, deeds of trust, security instruments, financing
statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the
Third Lien Collateral Agent a perfected security interest, subject only to Permitted Liens, in such
After-Acquired Property, to the extent required by the Security Documents, and to have such
After-Acquired Property (but subject to the limitations set forth in Article 11 of this Indenture)
added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral
shall be deemed to relate to such After-Acquired Property to the same extent and with the same
force and effect.



     SECTION 4.17 Further Instruments and Acts. Promptly following reasonable request of the Trustee, the Company will execute and deliver
such further instruments and do such further acts as may be reasonably necessary or proper to carry
out more effectively the purpose of this Indenture.



54









 





Article 5




Successor Company




     SECTION 5.01 When Company May Merge or Transfer Assets. (a)The Company shall not consolidate with or merge with or into, or convey, transfer or
lease, in one transaction or a series of transactions, directly or indirectly, all or substantially
all its assets to, any Person, unless:




     (1) the resulting, surviving or transferee Person (the “Successor Company”) shall 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) shall
expressly assume, (i) by an indenture supplemental thereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture and (ii) by amendment, supplement or other instrument,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all obligations
of the Company under the Security Documents and in connection therewith shall cause such
instruments to be filed and recorded in such jurisdictions and take such other actions as
may be required by applicable law to perfect or continue the perfection of the Lien created
under the Security Documents on the Collateral owned by or transferred to the surviving
entity;




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




     (3) immediately after giving pro forma effect to such transaction,
either (A) the Consolidated Coverage Ratio of the Successor Company would exceed 2:00 to 1
or (B) the Consolidated Coverage Ratio for the Successor Company would be greater than the
Consolidated Coverage Ratio immediately prior to such transaction;




     (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture; and




     (5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for Federal income tax purposes as
a result of such transaction 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 transaction had
not occurred;


provided, however, that clause (3) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its properties and
assets to the Company (so long as no Capital Stock of the Company is distributed to any Person) or
(B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole
effect of reincorporating the Company in another jurisdiction.




          For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer
or other disposition of all or substantially all of the properties and assets of one or more


55









 







          Subsidiaries of the Company, which properties and assets, if held by the Company instead of
such Subsidiaries, would constitute all or substantially all of the properties and assets of
the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all
of the properties and assets of the Company.




          The Successor Company shall be the successor to the Company and shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture, and
the predecessor Company, except in the case of a lease, shall be released from the obligation to
pay the principal of and interest on the Securities.




          (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or series of transactions, all or
substantially all of its assets to any Person (other than the Company or another Subsidiary
Guarantor) unless:





     (1) except in the case of a Subsidiary Guarantor (A) that has been disposed of in its
entirety to another Person (other than to the Company or an Affiliate of the Company),
whether through a merger, consolidation or sale of Capital Stock or assets or (B) that, as a
result of the disposition of all or a portion of its Capital Stock, ceases to be a
Subsidiary, in both cases, if in connection therewith the Company provides an Officers’
Certificate to the Trustee to the effect that the Company will comply with its obligations
under Section 4.06 in respect of such disposition, the resulting, surviving or
transferee Person (if not such Subsidiary) shall be a Person organized and existing under
the laws of the jurisdiction under which such Subsidiary was organized or under the laws of
the United States of America, or any State thereof or the District of Columbia, and such
Person shall expressly assume, by a Guaranty Agreement, all the obligations of such
Subsidiary, if any, under its Subsidiary Guaranty;




     (2) immediately after giving effect to such transaction or transactions on a
pro forma basis (and treating any Indebtedness which becomes an obligation
of the resulting, surviving or transferee Person as a result of such transaction as having
been issued by such Person at the time of such transaction), no Default shall have occurred
and be continuing; and




     (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such Guaranty
Agreement, if any, complies with this Indenture.



Article 6




Defaults and Remedies




     SECTION 6.01 Events of Default. An “Event of Default” occurs if:




     (1) the Company defaults in any payment of interest on any Security when the same
becomes due and payable, and such default continues for a period of 30 days;



56









 






     (2) the Company (A) defaults in the payment of the principal of any Security when the
same becomes due and payable at its Stated Maturity, upon optional redemption, upon
declaration of acceleration or otherwise, or (B) fails to purchase Securities when required
pursuant to this Indenture or the Securities;




     (3) the Company fails to comply with Section 5.01;




     (4) the Company fails to comply with (A) Section 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10,
4.11 or 4.12 (other than a failure to purchase Securities when required
under Section 4.06 or 4.09) and such failure continues for 30 days after the
notice specified below or (B) Section 4.02 and such failure continues for 60 days
after the notice specified below;




     (5) the Company or any Subsidiary Guarantor fails to comply with any of its agreements
contained in the Securities, this Indenture (other than those referred to in clause (1),
(2), (3) or (4) above) or the Security Documents and such failure continues for 60 days
after the notice specified below;




     (6) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary
is not paid within any applicable grace period after final maturity or is accelerated by the
holders thereof because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $10.0 million, or its foreign currency equivalent at the time;




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




     (A) commences a voluntary case;




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




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




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



          or takes any comparable action under any foreign laws relating to insolvency;





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




     (A) is for relief against the Company, any Subsidiary Guarantor or any
Significant Subsidiary in an involuntary case;




     (B) appoints a Custodian of the Company, any Subsidiary Guarantor or any
Significant Subsidiary or for any substantial part of its property; or



57









 






     (C) orders the winding up or liquidation of the Company, any Subsidiary
Guarantor or any Significant Subsidiary;




or any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days;




     (9) any judgment or decree for the payment of money in excess of $10.0 million or its
foreign currency equivalent at the time is entered against the Company, any Subsidiary
Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive
days following the entry of such judgment or decree and is not discharged, waived or the
execution thereof stayed;




     (10) any Subsidiary Guaranty ceases to be in full force and effect (other than in
accordance with the terms of such Subsidiary Guaranty) or any Subsidiary Guarantor denies or
disaffirms its obligations under its Subsidiary Guaranty; or




     (11) (A) the repudiation or disaffirmation by the Company or any Subsidiary Guarantor
of its obligations under any of the Security Documents, (B) the assertion by the Company or
any Subsidiary Guarantor in any pleading in a judicial proceeding, or the determination in a
judicial proceeding, that any of the Security Documents (or any of the security interests
created thereby) is unenforceable or invalid against the Company or any Subsidiary Guarantor
for any reason or (C) any Security Document shall cease to be in full force and effect
(other than in accordance with the terms of the applicable Security Document and the
Indenture), or cease to be effective to grant the Third Lien Collateral Agent a perfected
Lien on the Collateral (other than Collateral with a value that does not exceed $1.0 million
in the aggregate at any time) to the extent required thereby and with the priority purported
to be created thereby, in each case under this clause (11)(C), except for a failure of a
Person other than the Company or any Subsidiary Guarantor to make filings, renewals and
continuations (or other equivalent filings) or the failure of a Person other than the
Company or any Subsidiary Guarantor (or its respective agent, bailee or designee, each as in
accordance with the Security Documents and the Intercreditor Agreements) to maintain
possession of certificates actually delivered to it representing securities pledged under
the Security Documents.



          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
or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.




          A Default under clauses (4) or (5) is not an Event of Default until the Trustee or the Holders
of at least 25% in principal amount of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time specified after receipt




58









 







of such notice. Such notice must specify the Default, demand that it be remedied and state
that such notice is a “Notice of Default”.




          The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any Event of Default under clause (3), (6), (10)
or (11) and any event which with the giving of notice or the lapse of time would become an Event of
Default under clause (4), (5) or (9), its status and what action the Company is taking or proposes
to take with respect thereto.




     SECTION 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7)
or (8) with respect to the Company) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable. Upon such a declaration, such principal and interest shall be due
and payable immediately. If an Event of Default specified in Section 6.01(7) or (8)
with respect to the Company occurs, the principal of and interest on all the Securities shall ipso
facto become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders. The Company shall deliver to the Trustee, within 30 days
after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event
of Default under Section 6.01(7) or (8). The Holders of a majority in principal
amount of the Securities by notice to 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 nonpayment of principal or interest that has become due
solely because of acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.



     SECTION 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of or interest on the Securities or to enforce the performance
of any provision of the Securities, this Indenture or the Security Documents.



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




     SECTION 6.04 Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities by notice to the Trustee may
waive an existing Default and its consequences except (a) a Default in the payment of the principal
of or interest on a Security (b) a Default arising from the failure to redeem or purchase any
Security when required pursuant to this Indenture or (c) a Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Securityholder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.



59









 





     SECTION 6.05 Control by Majority. The Holders of a majority in principal amount of the Securities may 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. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee
determines is unduly prejudicial to the rights of other Securityholders or 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 inconsistent with such direction. Prior to
taking any action hereunder, 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.



     SECTION 6.06 Limitation on Suits. Except to enforce the right to receive payment of principal, premium (if any) or interest
when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities
unless:




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




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




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




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




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



          A Securityholder may not use this Indenture to prejudice the rights of another Securityholder
or to obtain a preference or priority over another Securityholder. In the event that the Definitive
Securities are not issued to any beneficial owner promptly after the Registrar has received a
request from the Holder of a Global Security to issue such Definitive Securities to such beneficial
owner or its nominee, the Company expressly agrees and acknowledges, with respect to the right of
any Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial holder of
Securities to pursue such remedy with respect to the portion of the Global Security that represents
such beneficial holder’s Securities as if such Definitive Securities had been issued.




     SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder.



     SECTION 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee may recover judgment in its own



60









 







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 7.07.



     SECTION 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders allowed in any
judicial proceedings relative to the Company, 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
7.07.



     SECTION 6.10 Priorities. Subject to the terms of the Intercreditor Agreements, if the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in the following order:



          FIRST: to the Trustee for amounts due under Section 7.07;




          SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and
interest, ratably, without preference or priority of any kind, according to the amounts due and
payable on the Securities for principal and interest, respectively; and




          THIRD: to the Company.




          The Trustee may fix a record date and payment date for any payment to Securityholders pursuant
to this Section.




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



     SECTION 6.12 Waiver of Stay or Extension Laws. The Company (to the extent 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 wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law had been enacted.



61









 





Article 7




Trustee




     SECTION 7.01 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their
exercise as a prudent Person would exercise or use under the circumstances in the conduct of such
Person’s own affairs.



          (b) 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. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein).



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





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




     (2) 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




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



          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.




          (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company.




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




          (g) 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




62









 







repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.




          (h) 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 this Section and to the
provisions of the TIA.




     SECTION 7.02 Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



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




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




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it reasonably believes to be authorized or within its rights or powers; provided,
however, that the Trustee’s conduct does not constitute willful misconduct or negligence.




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




          (f) Any request or direction of the Company mentioned herein shall be sufficient if signed by
an Officer, and any resolution of the Board of Directors shall be sufficiently evidenced by
attachment to an Officers’ Certificate.




          (g) 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 of Securities pursuant to
this Indenture, unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.




          (h) Except with respect to Section 4.01, the Trustee shall have no duty to inquire as
to the performance of the Company’s covenants in Article 4 hereof. In addition, the Trustee shall
not be deemed to have knowledge of any Default or Event of Default except (i) any Default or Event
of Default occurring pursuant to Section 6.01(1) or (2) or (ii) any Default or
Event of Default of which a Responsible Officer of the Trustee shall have received written
notification at the corporate trust office of the Trustee, and such notice references this
Indenture, or obtained actual knowledge.




          (i) Delivery of reports, information and documents to the Trustee under Section 4.02
is for informational purposes only and the Trustee’s receipt of the foregoing shall




63









 







not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).




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




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




     SECTION 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Paying Agent, Registrar, co-registrar or co-paying agent may do
the same with like rights. However, the Trustee must comply with Sections 7.10 and
7.11.



     SECTION 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Securities or the Security Documents, it shall not be accountable
for the Company’s use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the Trustee’s
certificate of authentication.



     SECTION 7.05 Notice of Defaults. If a Default occurs, is continuing and is known to the Trustee, the Trustee shall mail to
each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a
Default in the payment of principal of or interest on any Security (including payments pursuant to
the mandatory redemption provisions of such Security, if any), the Trustee may withhold the notice
if and so long as a committee of its Trust Officers in good faith determines that withholding the
notice is not opposed to the interests of the Securityholders.



     SECTION 7.06 Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of May 15 that complies with TIA § 313(a). The Trustee also
shall comply with TIA § 313(b).



          A copy of each report at the time of its mailing to Securityholders shall be filed with the
SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to
notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.




64









 








     SECTION 7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The
Company shall indemnify and hold harmless the Trustee and its officers, directors, employees and
agents against any and all loss, liability or expense (including attorneys’ fees) incurred by it in
connection with the acceptance or administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
The Company need not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.



          To secure the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the Trustee other than money
or property held in trust to pay principal of and interest on particular Securities.




          The Company’s payment obligations pursuant to this Section shall survive the discharge of this
Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(7) or (8) with respect to the
Company, the expenses are intended to constitute expenses of administration under the Bankruptcy
Law.




     SECTION 7.08 Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing. The Holders of a
majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee
and may appoint a successor Trustee. The Company shall remove the Trustee if:




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




     (2) the Trustee is adjudged bankrupt or insolvent;




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




     (4) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal
amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee,
or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.




65









 








          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.




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




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




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




     SECTION 7.09 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be the successor
Trustee.



          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Securities or in this Indenture provided, that the
certificate of the Trustee shall have.




     SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA § 310(b); provided,
however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture
or indentures under which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion set forth in TIA §
310(b)(1) are met.



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



66









 





Article 8




Discharge of Indenture; Defeasance




     SECTION 8.01 Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (2) all outstanding
Securities have become due and payable, whether at maturity or on a redemption date as a result of
the mailing of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably
deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon to maturity or such redemption date (other than Securities
replaced pursuant to Section 2.07), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c),
cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on
demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at
the cost and expense of the Company.



          (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (1) all its obligations under the Securities and this Indenture (“legal defeasance
option”) or (2) its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,
4.12, 4.13, 4.14, 4.15 and 4.16 and the operation of
Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9)
(but, in the case of Sections 6.01(7) and (8), with respect only to Significant
Subsidiaries and Subsidiary Guarantors) and the limitations contained in Section 5.01(a)(3)
(“covenant defeasance option”). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.




          If the Company exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default with respect thereto. If the Company exercises its
covenant defeasance option, payment of the Securities may not be accelerated because of an Event of
Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8),
6.01(9) and 6.01(11) (but, in the case of Sections 6.01(7) and (8),
with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure
of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal
defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be
released from all its obligations with respect to its Subsidiary Guaranty and the Security
Documents.




          Upon satisfaction of the conditions set forth herein and upon request of the Company, the
Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates.




          (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and
7.08 and in this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall
survive.




     SECTION 8.02 Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only
if:



67









 






     (1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of and interest on the Securities to maturity or
redemption, as the case may be;




     (2) the Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited U.S. Government Obligations plus
any deposited money without investment will provide cash at such times and in such amounts
as will be sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;




     (3) 123 days pass after the deposit is made and during the 123-day period no Default
specified in Sections 6.01(7) or (8) with respect to the Company occurs
which is continuing at the end of the period;




     (4) the deposit does not constitute a default under any other agreement binding on the
Company;




     (5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940;




     (6) in the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (B) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Securityholders 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;




     (7) in the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Securityholders 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




     (8) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Securities as contemplated by this Article 8 have been complied with.



          Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for
the redemption of Securities at a future date in accordance with Article 3.




     SECTION 8.03 Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to this Article 8. It shall apply the



68









 







deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities.



     SECTION 8.04 Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any
excess money or securities held by them at any time.



          Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal or interest that
remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look
to the Company for payment as general creditors.




     SECTION 8.05 Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the principal and interest
received on such U.S. Government Obligations.



     SECTION 8.06 Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and each Subsidiary Guarantor’s obligations under this Indenture,
each Subsidiary Guaranty and the Securities shall be revived and reinstated as though no deposit
had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this Article 8;
provided, however, that, if the Company has made any payment of interest on or
principal of any Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.



Article 9




Amendments




     SECTION 9.01 Without Consent of Holders. The Company, the Subsidiary Guarantors, the Trustee, and, with respect to the Security
Documents and the Intercreditor Agreements, the Third Lien Collateral Agent, may amend this
Indenture, the Securities, any Security Document or the Intercreditor Agreements without notice to
or consent of any Securityholder:




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




     (2) to comply with Article 5;




     (3) to provide for uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that the uncertificated Securities are issued
in registered



69









 






form for purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code;




     (4) to add Guarantees with respect to the Securities, including any Subsidiary
Guaranties, or to secure the Securities;




     (5) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit
of the Holders or to surrender any right or power herein conferred upon the Company or any
Subsidiary Guarantor;




     (6) to comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA;




     (7) to make any change that does not adversely affect the rights of any Securityholder;




     (8) to make any amendment to the provisions of this Indenture relating to the transfer
and legending of Securities;




     (9) to provide additional assets as Collateral;




     (10) to release Collateral from the Liens pursuant to the Indenture, the Security
Documents and the Intercreditor Agreements when permitted or required by the Indenture, the
Intercreditor Agreements or the Security Documents, as applicable; or




     (11) in the case of the First Lien Intercreditor Agreement, to add as parties thereto
Persons (or any agent, representative or trustee therefor) holding a new series of “First
Priority Obligations” or any “Junior Obligations” (as each such term is defined in the First
Lien Intercreditor Agreement), in each case, to the extent such Indebtedness or other
Obligations are not prohibited by this Indenture or any Credit Agreement, and to provide for
the related modifications to the First Lien Intercreditor Agreement expressly contemplated
by Section 9.3 of the First Lien Intercreditor Agreement;




     (12) in the case of the Junior Intercreditor Agreement, to add as parties thereto
Persons (or any agent, representative or trustee therefor) holding a new series of “Second
Priority Obligations” or any “Third Priority Obligations” (as each such term is defined in
the Junior Intercreditor Agreement), in each case, to the extent such Indebtedness or other
Obligations are not prohibited by this Indenture or any Credit Agreement, and to provide for
the related modifications to the Junior Intercreditor Agreement expressly contemplated by
Section 9.3 of the Junior Intercreditor Agreement;




provided, however, that (a) compliance with this Indenture as so amended
would not result in Securities being transferred in violation of the Securities Act or any
other applicable securities law and (b) such amendment does not materially and adversely
affect the rights of Holders to transfer Securities.



          After an amendment under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment. The failure to give such




70









 







notice to all
Securityholders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section.




     SECTION 9.02 With Consent of Holders. The Company, the Subsidiary Guarantors, the Trustee, and, with respect to the Security
Documents and the Intercreditor Agreements, the Third Lien Collateral Agent, may amend this
Indenture, the Securities, any Security Document or the Intercreditor Agreements with the written
consent of the Holders of at least a majority in principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or exchange for the
Securities) and any past default or compliance with any provisions may also be waived with the
consent of the Holders of at least a majority in principal amount of the Securities then
outstanding. However, without the consent of each Securityholder affected thereby, an amendment or
waiver may not:




     (1) reduce the amount of Securities whose Holders must consent to an amendment;




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




     (3) reduce the principal of or change the Stated Maturity of any Security;




     (4) reduce the amount payable upon the redemption of any Security or change the time at
which any security may be redeemed as described in Article 3 hereto or paragraph 5 of the
Securities;




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




     (6) make any changes in the ranking or priority of any Security that would adversely
affect the Securityholders;




     (7) make any change in Section 6.04 or Section 6.07 or the second
sentence of this Section;




     (8) make any change in, or release other than in accordance with this Indenture, any
Subsidiary Guaranty that would adversely affect the Securityholders; or




     (9) make any change in the Intercreditor Agreements (except any change referred to in
Section 9.01(11)) or the provisions of the Indenture or any Security Document
dealing with the application of proceeds of the Collateral, in each case, that would
adversely affect the Holders.



          Except as provided in Section 9.01(10) hereof, without the consent of the Holders of
at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment
or waiver may release from the Liens of the Indenture and the Security Documents all or
substantially all of the Collateral.




          Notwithstanding the foregoing, in accordance with Section 6(c) of the Intercreditor
Agreements, certain amendments, waivers and consents in respect of any of the Collateral Documents
(as defined in the Intercreditor Agreements) with respect to First-Priority




71









 







Lien Obligations and
Second-Priority Lien Obligations will apply automatically to any comparable provision of the
Security Documents without the consent of the Trustee, the Third Lien Collateral Agent or any
Securityholder.




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




          After an amendment under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section.




     SECTION 9.03 Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in
effect.



     SECTION 9.04 Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that evidences the same debt as
the consenting Holder’s Security, even if notation of the consent or waiver is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder’s Security or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or waiver becomes
effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the
execution of such amendment or waiver by the Trustee.



          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at
such record date (or their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such action, whether or
not such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.




     SECTION 9.05 Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such amendment.



     SECTION 9.06 Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment
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 such amendment the Trustee shall be
entitled to receive indemnity reasonably



72









 







satisfactory to it and to receive, and (subject to
Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.



     SECTION 9.07 Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Securities unless such consideration is offered to all Holders and is paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.



Article 10




Subsidiary Guaranties




     SECTION 10.01 Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and
severally, to each Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of the Company under
this Indenture and the Securities and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary
Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary
Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any
Obligation.



          Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the
Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each
Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed
Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1)
the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person (including any Subsidiary Guarantor) under this
Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any
thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of
this Indenture, the Securities or any other agreement; (4) the release of any security held by any
Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder
or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed
Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of
such Subsidiary Guarantor.




          Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranteed Obligations.




73









 








          Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06,
the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired
or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or
to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary
Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.




          Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Obligation is rescinded or must otherwise be restored by any
Holder, the Trustee or the Third Lien Collateral Agent upon the bankruptcy or reorganization of the
Company or otherwise.




          In furtherance of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the
failure of the Company to pay the principal of or interest on any Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed
Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent
not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the
Holders and the Trustee.




          Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be
accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary
Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by
such Subsidiary Guarantor for the purposes of this Section.




          Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under
this Section.




     SECTION 10.02 Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations



74









 







guaranteed hereunder by any Subsidiary Guarantor
shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture,
as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



     SECTION 10.03 Successors and Assigns. This Article 10 shall be binding upon each Subsidiary Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders
and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights
and privileges conferred upon that party in this Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.



     SECTION 10.04 No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising
any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or benefits which either
may have under this Article 10 at law, in equity, by statute or otherwise.



     SECTION 10.05 Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to
any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice to or demand
on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or
further notice or demand in the same, similar or other circumstances.



     SECTION 10.06 Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 10 (other
than any obligation that may have arisen under Section 10.07)




     (1) upon the sale (including any sale pursuant to any foreclosure of any pledge or
security interest or other exercise of remedies by a holder of Indebtedness of the Company
or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or
merger) of a Subsidiary Guarantor,




     (2) upon the sale or disposition of all or substantially all the assets of such
Subsidiary Guarantor,




     (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture,




     (4) at such time as such Subsidiary Guarantor does not have any Indebtedness
outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty
Agreement pursuant to Section 4.12 and the Company provides an Officers’ Certificate
to the Trustee certifying that no such Indebtedness is outstanding and that the Company
elects to have such Subsidiary Guarantor released from this Article 10,



75









 






     (5) upon defeasance of the Securities pursuant to Article 8, or




     (6) upon the full satisfaction of the Company’s obligations under this Indenture;


provided, however, that in the case of clauses (1) and (2) above, (i) such sale or
other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii)
such sale or disposition is otherwise permitted by this Indenture and (iii) the Company provides an
Officers’ Certificate to the Trustee to the effect that the Company will comply with its
obligations under Section 4.06. At the request of the Company, the Trustee shall execute
and deliver an appropriate instrument evidencing such release.




     SECTION 10.07 Contribution. Each Subsidiary Guarantor that makes a payment under its Subsidiary Guaranty shall be
entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution
from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro
rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at
the time of such payment determined in accordance with GAAP.



Article 11




Collateral and Security




     SECTION 11.01 Collateral and Security Documents. On and after the Issue Date, the full and punctual payment of principal of and interest on
the Securities when due, whether on an interest payment date, at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Securities
and payment and performance of all other Secured Obligations shall be secured to the extent and as
provided in the Security Documents, which define the terms of the Liens that secure the Secured
Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreements in all
respects. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree
that the Third Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the
benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security
Documents and the Intercreditor Agreements. Each Holder, by accepting a Security: (i) consents and
agrees to the terms, conditions and provisions of the Security Documents and the Intercreditor
Agreements (including the provisions providing for foreclosure and release of Collateral as well as
the subordination of the Liens), as the same may be in effect or may be amended, modified,
supplemented or restated from time to time in accordance with
their terms and this Indenture and directs the Trustee and Third Lien Collateral Agent to sign
these documents, (ii) agrees that it will be bound by and will take no actions contrary to the
provisions of the Intercreditor Agreements and (iii) agrees that none of the Company, the
Subsidiary Guarantors, the Trustee or the Third Lien Collateral Agent shall be required hereunder
or under any Security Document to take any action inconsistent with or contrary to any provision of
the Intercreditor Agreements. The Company shall promptly deliver to the Trustee (if it is not
itself then the Third Lien Collateral Agent) copies of all material documents delivered to the
Third Lien Collateral Agent pursuant to the Security Documents, and will do or cause to be done all
such acts and things as may be reasonably required by the next sentence of this
Section 11.01 to reasonably assure and confirm to the Trustee and the Third Lien Collateral
Agent the security interest in the Collateral



76









 







contemplated hereby, by the Security Documents or any
part thereof, as from time to time constituted, so as to render the same available for the security
and benefit of this Indenture and of the Securities secured hereby, according to the intent and
purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to
take, any and all actions reasonably required to cause the Security Documents to create and
maintain, as security for the Secured Obligations a valid and enforceable perfected Lien and
security interest in and on all of the Collateral (subject to the terms, conditions and provisions
of the Intercreditor Agreements and the Security Documents and, with respect to the enforceability
of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law), in favor of the Third Lien Collateral
Agent for the benefit of the Trustee and the Holders, third in priority to any and all Liens and
security interests (other than Permitted Liens) at any time granted in the Collateral to secure the
First-Priority Lien Obligations and the Second-Priority Lien Obligations. The Company and the
Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing
fees, charges and taxes relating to the filing or registration of this Indenture and the Security
Documents, any amendments thereto and any other instruments of further assurance.



     SECTION 11.02 Recordings and Opinions. The Company shall comply with the provisions of TIA §314 to the extent required; provided
that, so long as this Indenture has not been qualified under the TIA, with respect to TIA §314(b):
(i) clause (1) thereof shall not be applicable hereunder and (ii) with respect to clause (2)
thereof, the Company shall furnish to the Trustee and the Third Lien Collateral Agent on or within
one month of the date on which the Company is required to provide annual reports pursuant to
Section 4.02 with respect to the preceding fiscal year, commencing in 2010, an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, such action has been taken with respect to
the recording, filing, re-recording and refiling of Liens under the Security Documents on Article 9
Collateral as is necessary to maintain the perfection of such Liens, and reciting the details of
such action or (B) stating that, in the Opinion of such Counsel, no such action is necessary to
maintain the perfection of such Liens. For purposes of the foregoing, the term “Article 9
Collateral” shall mean Collateral with respect to which a Lien thereon may be perfected by the
filing of a UCC-1 financing statement pursuant to the Uniform Commercial Code as adopted in any
applicable jurisdiction.



     SECTION 11.03 Release of Collateral. (a) Subject to subsections (b) and (c) of this Section 11.03, Collateral shall be
released from the Liens and security interests created by the Security Documents at any time or
from time to time in accordance with the provisions of the Security Documents, the Intercreditor
Agreements or as provided hereby. Upon the request of the Company pursuant to an Officers’
Certificate certifying that all conditions precedent hereunder have been met, and without the
consent of any Holder, the Company and the Subsidiary Guarantors will be entitled to a release of
property and other assets included in the Collateral from the Liens securing the Secured
Obligations, and the Third Lien Collateral Agent shall promptly execute and deliver such documents
and instruments as the Company and the Subsidiary Guarantors may reasonably request to evidence the
release of such Liens at the Company’s sole cost and expense and without the consent of any Holder
of the Securities, under any one or more of the following circumstances:



77









 






     (1) to enable the Company or any Subsidiary Guarantor to consummate the disposition,
sale, exchange or transfer of such property or assets (including any sale pursuant to any
foreclosure of any pledge or security interest, or other exercise of remedies, by a holder
of Indebtedness of the Company or such Subsidiary Guarantor) to the extent not prohibited
under Section 4.06;




     (2) in the case of a Subsidiary Guarantor that is released from its Subsidiary
Guaranty, the release of the property and assets of such Subsidiary Guarantor;




     (3) pursuant to an amendment or waiver in accordance with Article 9 of this Indenture;




     (4) if the Securities have been defeased pursuant to Section 8.01(b).



          Upon receipt of such Officers’ Certificate and any necessary or proper instruments of
termination, satisfaction or release prepared by the Company, the Third Lien Collateral
Agent shall, at the Company’s expense, execute, deliver or acknowledge such instruments or
releases to evidence the release of any Collateral permitted to be released pursuant to this
Indenture, the Security Documents or the Intercreditor Agreements.




          (b) Except as otherwise provided in the Intercreditor Agreements or the Security Documents, no
Collateral may be released from the Lien and security interest created by the Security Documents
unless the Officers’ Certificate required by this Section 11.03, dated not more than five
days prior to the date of the application for such release, has been delivered to the Third Lien
Collateral Agent and the Trustee (if the Trustee is not then the Third Lien Collateral Agent).




          (c) At any time when an Event of Default has occurred and is continuing no release of
Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective
as against the Holders, except as otherwise provided in the Intercreditor Agreements.




     SECTION 11.04 Permitted Releases Not to Impair Lien; Trust Indenture Act Requirements. The release of any Collateral from the terms hereof and of the Security Documents or the
release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to
impair the security under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral or Liens are released pursuant to (x) the applicable Security Documents and
the terms of this Article 11 or (y) the Intercreditor Agreements. The Trustee and each of the
Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of
the Security Documents and the Intercreditor Agreements and of this Article 11 will not be deemed
for any purpose to be an impairment of the Lien on the Collateral in contravention of the terms of
this Indenture. To the extent applicable, the Company and each obligor on the Securities shall
cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or
securities from the Lien hereof and of the Security Documents, to be complied with. Any
certificate or opinion required by § 314(d) of the TIA may be made by an Officer of the Company,
except in cases where § 314(d) of the TIA requires that such certificate or opinion be made by an



78









 







independent Person, which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care.



     SECTION 11.05 Certificates of the Trustee. In the event that the Company wishes to release Collateral in accordance with this
Indenture, the Security Documents and the Intercreditor Agreements at a time when the Trustee is
not itself also the Third Lien Collateral Agent and the Company has delivered the certificates and
documents required by the Security Documents, the Intercreditor Agreements and
Section 11.03 hereof, the Trustee will determine whether it has received all documentation
required by TIA §314(d) in connection with such release and, based on such determination, will
deliver a certificate to the Third Lien Collateral Agent setting forth such determination.



     SECTION 11.06 Suits to Protect the Collateral. Subject to the terms, conditions and provisions of Article 7 hereof and the Intercreditor
Agreements, the Trustee in its sole discretion and without the consent of the Holders, on behalf of
the Holders, may or may direct the Third Lien Collateral Agent to take all actions it deems
necessary or appropriate in order to: (i) enforce any of the terms of the Security Documents; and
(ii) collect and receive any and all amounts payable in respect of the Guaranteed Obligations of
the Company hereunder.



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




     SECTION 11.07 Authorization of Receipt of Funds by the Trustee Under the Security
Documents. Subject to the terms, conditions and provisions of the Intercreditor Agreements, the
Trustee is authorized to receive any funds for the benefit of the Holders distributed under the
Security Documents, and to make further distributions of such funds to the Holders according to the
provisions of this Indenture.



     SECTION 11.08 Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released
hereunder be bound to ascertain the authority of the Third Lien Collateral Agent or the Trustee to
execute the release or to inquire as to the satisfaction of any conditions required by the
provisions hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor shall any purchaser or other
transferee of any property or rights permitted by this Article 11 to be sold be under any
obligation to ascertain or inquire into the authority of the Company or the applicable Subsidiary
Guarantor to make any such sale or other transfer.



     SECTION 11.09 Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in



79









 







this Article 11 upon the Company or a Subsidiary Guarantor with
respect to the release, sale or other disposition of such property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the
equivalent of any similar instrument of the Company or a Subsidiary Guarantor or of any officer or
officers thereof required by the provisions of this Article 11; and if the Trustee shall be in the
possession of the Collateral under any provision of this Indenture, then such powers may be
exercised by the Trustee.



     SECTION 11.10 Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably
acceptable to the Trustee, an Officers’ Certificate certifying that all the obligations under this
Indenture, the Securities and the Security Documents have been satisfied and discharged by
complying with the provisions of Article 8 and Section 7.07 or by the payment in full of
the Company’s obligations under the Securities (other than contingent obligations not due and
owing), this Indenture and the Security Documents, and all such obligations have been so satisfied,
the Trustee (if not then the Third Lien Collateral Agent) shall deliver to the Company and the
Third Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims
and gives up any and all rights it has in or to the Collateral (other than with respect to funds
held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and
upon receipt by the Third Lien Collateral Agent of such notice, the Third Lien Collateral Agent
shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause
to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.



     SECTION 11.11 Trustee and Third Lien Collateral Agent(a) . The Trustee shall initially act as Third Lien Collateral Agent and shall be authorized
to appoint co- Third Lien Collateral Agents as necessary in its sole discretion. In the event the
Trustee and the Third Lien Collateral Agent shall at any time not be the same Person, the Third
Lien Collateral Agent shall take such actions under the Security Documents and the Intercreditor
Agreements as are requested by the Trustee and as are not inconsistent with or contrary to the
provisions of any Security Document or the Intercreditor Agreements. Except as otherwise
explicitly provided herein or in the Security Documents or the Intercreditor Agreements, neither
the Third Lien Collateral Agent nor any of its respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The Third Lien Collateral Agent shall be accountable only for
amounts that it actually receives as a result of the exercise of such powers, and neither the Third
Lien Collateral Agent nor any of its officers, directors, employees or agents shall be responsible
for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or
bad faith.



          (b) Each of the Trustee and the Third Lien Collateral Agent is authorized and directed to
(i) enter into the Security Documents, (ii) enter into the Intercreditor Agreements, (iii) bind the
Holders on the terms as set forth in the Security Documents and the Intercreditor Agreements and
(iv) perform and observe its obligations under the Security Documents and the Intercreditor
Agreements; provided, however, that if any of the provisions of the Security
Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA
shall control.




80









 








          (c) The Third Lien Collateral Agent is authorized and directed to execute any amendment,
modification, supplement, restatement or extension of the Intercreditor Agreements or any Security
Document authorized pursuant to Article 9 if such amendment, modification, supplement, restatement
or extension, as applicable, does not adversely affect the rights, duties, liabilities or
immunities of the Third Lien Collateral Agent. If it does, the Third Lien Collateral Agent may but
need not sign it. In signing such an amendment, modification, supplement, restatement or extension,
the Third Lien Collateral Agent shall be entitled to receive indemnity reasonably satisfactory to
it and to receive, and, in the absence of bad faith, negligence or willful misconduct on its part,
shall be fully protected in relying upon, an Officers’ Certificate stating that such amendment,
modification, supplement, restatement or extension, as applicable, is authorized or permitted by
this Indenture.




          (d) If the Company or any Subsidiary Guarantor (i) incurs First-Priority Lien Obligations or
Second-Priority Lien Obligations at any time when no intercreditor agreement is in effect or at any
time when Indebtedness constituting First-Priority Lien Obligations or Second-Priority Lien
Obligations entitled to the benefit of an existing Intercreditor Agreement is concurrently retired,
and (ii) delivers to the Trustee and the Third Lien Collateral Agent an Officers’ Certificate so
stating and requesting the Trustee or the Third Lien Collateral Agent to enter into an
intercreditor agreement (on substantially the same terms as the Intercreditor Agreements in effect
on the Issue Date) in favor of a designated agent or representative for the holders of the
First-Priority Lien Obligations or Second-Priority Lien Obligations so Incurred, each of the
Trustee and the Third Lien Collateral Agent shall (and is hereby authorized and
directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth
therein and perform and observe its obligations thereunder.




          (e) The Trustee shall not be deemed to owe any fiduciary duty to any First Priority Secured
Party (as defined in the First Lien Intercreditor Agreement) or Second Priority Secured Party (as
defined in the Intercreditor Agreements). With respect to the First Priority Secured Parties or
Second Priority Secured Parties, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article 11 and the First Lien
Intercreditor Agreement and no implied covenants or obligations with respect to the First Priority
Secured Parties or Second Priority Secured Parties shall be read into this Indenture against the
Trustee.




          (f) Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no
duty as to any Collateral in its possession or control or in the possession or control of any agent
or bailee or any income thereon or as to preservation of rights against prior parties or any other
rights pertaining thereto, and the Trustee shall not be responsible for filing any financing or
continuation statements or recording any documents or instruments in any public office at any time
or times or otherwise perfecting or maintaining the perfection of any security interest in the
Collateral, unless requested in writing by the Company. The Trustee shall be deemed to have
exercised reasonable care in the custody of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which it accords its own property and shall not be
liable or responsible for any loss or diminution in the value of any of the Collateral, by reason
of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the
Trustee in good faith.




81









 








Article 12




Miscellaneous




     SECTION 12.01 Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision
which is required to be included in this Indenture by the TIA, the required provision shall
control.



     SECTION 12.02 Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:



if to the Company or any Subsidiary Guarantor:

Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054

Attention: Chief Financial Officer




if to the Trustee:




U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3C

St. Paul, MN 55107-2292

Attention: Corporate Trust Administration




          The Company, any Subsidiary Guarantor or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.




          Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder
at the Securityholder’s address as it appears on the registration books of the Registrar and shall
be sufficiently given if so mailed within the time prescribed.




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




          Notwithstanding anything to the contrary herein, as long as the Securityholder is the
Depository Trust Company or its nominee, the Trustee may make delivery of any notices required
hereunder by electronic mail in accordance with accepted practices at the Depository Trust Company.




     SECTION 12.03 Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, any Subsidiary
Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).



82









 





     SECTION 12.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking
any action under this Indenture, the Company shall furnish to the Trustee:




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




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.



     SECTION 12.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture shall include:




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




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




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




     (4) a statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.



     SECTION 12.06 When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
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 direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be considered in any such
determination.



     SECTION 12.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.



     SECTION 12.08 Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.



83









 





     SECTION 12.09 Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to principles of conflicts of laws.



     SECTION 12.10 No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Subsidiary
Guarantor shall not have any liability for any obligations of the Company under the Securities or
this Indenture or of such Subsidiary Guarantor under its Subsidiary Guaranty or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Securityholder shall waive and release all such liability. The waiver
and release shall be part of the consideration for the issue of the Securities.



     SECTION 12.11 Successors. All agreements of the Company in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its successors.



     SECTION 12.12 Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove
this Indenture.



     SECTION 12.13 Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.



84









 








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




	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	 	Name:  	Chad M. Utrup 	 
	 	 	Title:  	Chief Financial Officer 	 



	 	 	 	 	 
	 	CABARRUS PLASTICS, INC.

CVG CS LLC

CVG MANAGEMENT CORPORATION

CVG LOGISTICS, LLC

CVG EUROPEAN HOLDINGS, LLC

CVG OREGON, LLC

CVS HOLDINGS, INC.

MAYFLOWER VEHICLE SYSTEMS, LLC

MONONA CORPORATION

MONONA WIRE CORPORATION

MONONA (MEXICO) HOLDINGS LLC

NATIONAL SEATING COMPANY

SPRAGUE DEVICES, INC.

TRIM SYSTEMS, INC.

TRIM SYSTEMS OPERATING CORP.

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	 	Name:  	Chad M. Utrup 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee and (for purposes of Article 11 only) as

Third Lien Collateral Agent

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Indenture




 









 









RULE 144A/REGULATION S/IAI APPENDIX




PROVISIONS RELATING TO SECURITIES





     1. Definitions



     1.1 Definitions



     For the purposes of this Appendix the following terms shall have the meanings indicated below:



          “Applicable Procedures” means, means, with respect to any transfer or transaction involving a
Global Security or beneficial interest therein, the rules and procedures of the Depository for such
Security, in each case to the extent applicable to such transaction and as in effect from time to
time.




          “Definitive Security” means a certificated Security (including a certificated PIK Security)
bearing, if required, the appropriate restricted securities legend set forth in
Section 2.3(e).




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




          “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3) and
(7) of Regulation D under the Securities Act.




          “PIK Interest” means interest paid with respect to the Securities in the form of increasing
the outstanding principal amount of the Securities or issuing PIK Securities.




          “PIK Securities” means additional Securities issued under this Indenture on the same terms and
conditions as the Securities issued on the Issue Date in connection with a payment of PIK Interest.
For purposes of this Indenture, all references to “PIK Securities” shall include the Related PIK
Securities.




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




          “Related PIK Securities” means, with respect to a Security, (i) each PIK Security issued in
connection with a payment of PIK Interest on such Security and (ii) each PIK Security issued in
connection with a payment of PIK Interest on a Related PIK Security with respect to such Security.




          “Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on Rule 144A.




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




          “Securities Custodian” means the custodian with respect to a Global Security (as appointed by
the Depository), or any successor Person thereto and shall initially be the Trustee.




1









 









     1.2 Other Definitions



	 	 	 
	 	 	Defined in
	Term	 	Section:
	 
	“Agent Members”
	 	2.1(b)
	“Global Securities”
	 	2.1(a)
	“IAI Global Security”
	 	2.1(a)
	“Regulation S”
	 	2.1(a)
	“Regulation S Global Security”
	 	2.1(a)
	“Rule 144A”
	 	2.1(a)
	“Rule 144A Global Security”
	 	2.1(a)






     2. The Securities.



     2.1 (a) Form and Dating. The Securities issued on the Issue Date will be issued by the
Company in reliance on Section 4(2) of the Securities Act. The Securities may thereafter be resold
to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”), IAIs and Persons other
than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(“Regulation S”), subject to the restrictions on transfer set forth herein. Securities initially
resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global
Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”);
Securities resold to IAIs shall be issued initially in the form of one or more permanent global
Securities in definitive, fully registered form (collectively, the “IAI Global Security”); and
Securities resold pursuant to Regulation S shall be issued initially in the form of one or more
global securities in fully registered form (collectively, the “Regulation S Global Security”), in
each case without interest coupons and with the global securities legend and the applicable
restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on
behalf of the purchasers of the Securities represented thereby with the Securities Custodian and
registered in the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership
interests in the Regulation S Global Security may be exchanged for interests in a Rule 144A Global
Security or an IAI Global Security only upon (i) certification in form reasonably satisfactory to
the Trustee that beneficial ownership interests in such Regulation S Global Security are owned
either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did
not require registration under the Securities Act and (ii) the certifications set forth below with
respect to exchanges for interests in Rule 144A Global Securities or IAI Global Securities, as
applicable.



          Beneficial interests in Regulation S Global Securities or IAI Global Securities may be
exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection
with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial
interest in the Regulation S Global Security or the IAI Global Security, as applicable, first
delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect
that the beneficial interest in the Regulation S Global Security or the IAI Global Security, as
applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a
QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting




2









 







the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of
the States of the United States and other jurisdictions.




          Beneficial interests in Regulation S Global Securities and Rule 144A Global Securities may be
exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a
transfer of the securities in compliance with an exemption under the Securities Act and (2) the
transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first
delivers to the trustee a written certificate (substantially in the form of Exhibit 2 hereto) to
the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable,
is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) or
(7) under the Securities Act that is an institutional investor acquiring the securities for its own
account or for the account of such an institutional accredited investor, in each case in a minimum
principal amount of the securities of $250,000, for investment purposes and not with a view to or
for offer or sale in connection with any distribution in violation of the Securities Act and (B) in
accordance with all applicable securities laws of the States of the United States and other
jurisdictions.




          Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be
transferred to a Person who takes delivery in the form of an interest in a Regulation S Global
Security, only if the transferor first delivers to the Trustee a written certificate (in the form
provided in the Indenture) to the effect that such transfer is being made in accordance with Rule
904 of Regulation S or Rule 144 (if applicable).




          The Rule 144A Global Security, the IAI Global Security, the Regulation S Global Security and
any permanent global Securities in fully registered form without the Restricted Securities Legend
are collectively referred to herein as “Global Securities”. The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depository or its nominee as hereinafter provided.




          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global
Security deposited with or on behalf of the Depository.




          The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a)
shall be registered in the name of the Depository for such Global Security or Global Securities or
the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.




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




3









 







Agent Members, the operation of customary practices of such Depository governing the exercise
of the rights of a holder of a beneficial interest in any Global Security.




          (c) Definitive Securities. Except as provided in this Section 2.1 or
Section 2.3 or Section 2.4, owners of beneficial interests in Global Securities
shall not be entitled to receive physical delivery of Definitive Securities.




     2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date,
an aggregate principal amount of $42,124,000 11%/13% Third Lien Senior Secured Notes Due 2013, (2)
any Additional Securities for original issue pursuant to Section 2.02 of the Indenture, (3)
any PIK Securities pursuant to Section 2.14 of the Indenture and (4) a Global Security
without the Restricted Securities Legend pursuant to Section 2.3(e) of this Appendix, in
each case upon a written order of the Company signed by an Officer of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which the original issue
of Securities is to be authenticated and, in the case of any issuance of Additional Securities
pursuant to Section 2.13 of the Indenture only, shall certify that such issuance is in
compliance with Section 4.03 of the Indenture.



     2.3 Transfer and Exchange.



          (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are
presented to the Registrar with a request:




          (x) to register the transfer of such Definitive Securities; or




          (y) to exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,



the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive
Securities surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or its attorney duly authorized in writing; and




     (ii) if such Definitive Securities are required to bear a restricted securities legend,
they are being transferred or exchanged pursuant to an effective registration statement
under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B)
or (C) below, and are accompanied by the following additional information and documents, as
applicable:




     (A) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or




     (B) if such Definitive Securities are being transferred to the Company, a
certification to that effect; or



4









 






     (C) if such Definitive Securities are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule 144
under the Securities Act; or (y) in reliance upon another exemption from the
requirements of the Securities Act: (i) a certification to that effect (in the form
set forth on the reverse of the Security) and (ii) if the Company so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i).



          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a
Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Rule
144A Global Security, an IAI Global Security or a Regulation S Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory
to the Trustee, together with:





     (i) certification, in the form set forth on the reverse of the Security, that such
Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A,
(B) being transferred to an IAI or (C) being transferred in an offshore transaction in
accordance with Rule 904 of Regulation S; and




     (ii) written instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such Rule 144A
Global Security (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global
Security (in the case of a transfer pursuant to clause (b)(1)(B)) or Regulation S Global
Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in
the aggregate principal amount of the Securities represented by the Rule 144A Global
Security, IAI Global Security or Regulation S Global Security, as applicable, such
instructions to contain information regarding the Depository account to be credited with
such increase,


then the Trustee shall cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures existing between
the Depository and the Securities Custodian, the aggregate principal amount of Securities
represented by the Rule 144A Global Security, IAI Global Security or Regulation S Global Security,
as applicable, to be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Security, IAI Global Security or
Regulation S Global Security, as applicable, equal to the principal amount of the Definitive
Security so canceled. If no Rule 144A Global Securities, IAI Global Securities or Regulation S
Global Securities, as applicable, are then outstanding, the Company shall issue and the Trustee
shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of
the Company, a new Rule 144A Global Security, IAI Global Security or Regulation S Global Security,
as applicable, in the appropriate principal amount.




          (c) Transfer and Exchange of Global Securities.




5









 









     (i) The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depository, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor. A transferor of a beneficial interest in a Global Security shall
deliver to the Registrar a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be
credited with a beneficial interest in the Global Security. The Registrar shall, in
accordance with such instructions instruct the Depository to credit to the account of the
Person specified in such instructions a beneficial interest in the Global Security and to
debit the account of the Person making the transfer the beneficial interest in the Global
Security being transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the Global
Security to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global
Security from which such interest is being transferred.




     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions
set forth in Section 2.4), a Global Security may not be transferred as a whole
except by the Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.




     (iv) In the event that Global Security is exchanged for Definitive Securities pursuant
to Section 2.4 of this Appendix, prior to the removal of the Restricted Securities
Legend with respect to such Securities, such Securities may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this Section
2.3 (including the certification requirements set forth on the reverse of the Securities
intended to ensure that such transfers comply with Rule 144A, Regulation S or another
applicable exemption under the Securities Act, as the case may be) and such other procedures
as may from time to time be adopted by the Company.



          (d) [RESERVED].




          (e) Legend.




          (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security
certificate evidencing the Global Securities (and all Securities issued in exchange therefor
or in substitution thereof) shall bear a legend in substantially the following form (the
“Restricted Securities Legend”):





THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION



6









 






UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR
WHICH IT IS ACTING, (A)(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT), (II) IS A NON-U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT OR (III) IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE
SECURITIES ACT AND (B) THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
RESPECT TO EACH SUCH ACCOUNT, IF APPLICABLE; AND (2) AGREES FOR THE BENEFIT
OF THE COMPANY THAT, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, AS
DEFINED BELOW, (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO
A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT
THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER
OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND,
IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
(VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE



7









 







RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE: (1) THAT IS AT LEAST
ONE YEAR AFTER THE ISSUE DATE; AND (2) ON WHICH THE COMPANY INSTRUCTS THE
TRUSTEE THAT THIS RESTRICTED SECURITIES LEGEND SHALL BE DEEMED REMOVED FROM
THIS SECURITY, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE
RELATING TO THIS SECURITY. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH PARAGRAPH 2(A)(V) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR
OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




     (ii) Upon any sale, transfer or exchange of a restricted Security (including any
restricted Security represented by a Global Security) pursuant to Rule 144 under the
Securities Act, the Registrar shall permit the transferee thereof to exchange such
restricted Security for a Security that does not bear the legend set forth above and rescind
any restriction on the transfer of such Transfer Restricted Security, or, in the case of a
restricted Security represented by a Global Security, upon surrender of such restricted
Security by the Holder thereof, reduce the principal amount of such Global Security by the
principal amount of such restricted Security and increase the principal amount of a Global
Security without the Restricted Securities Legend by an equal principal amount, in each case
if the transferor thereof certifies in writing to the Registrar that such sale, transfer or
exchange was made in reliance on Rule 144 (such certification to be in the form set forth on
the reverse of the Security). With respect to any restricted Securities represented by a
Global Security, if a Global Security without the Restricted Securites Legend is not then
outstanding, the Company shall execute, and the Trustee shall authenticate and deliver to
the Depositary, a Global Security without the Restricted Securities Legend.




     (iii) Procedures for Delegending.




     (A) Promptly after one year has elapsed following the Issue Date, if the
Securities are freely tradeable without restriction pursuant to Rule 144 under the
Securities Act (or successor rule) by Holders who are not Affiliates of the Company,
the Company shall:




	 	(1)	 	instruct the Trustee in writing to remove
the Restricted Securities Legend from the Securities by delivering
to the Trustee a certificate in the form of Exhibit C to the
Indenture and an Opinion of Counsel reasonably satisfactory to the
Trustee to the effect that the removal of the Restricted Securities
Legend is in compliance




8









 






	 	 	 	with the Securities Act, and upon such instruction the Restricted
Securities Legend shall be deemed removed from any Global Securities
representing such Securities without further action on the part of
Holders;
	 
	 	(2)	 	instruct the Trustee to notify the
Holders that the Restricted Securities Legend has been removed or
deemed removed; and
	 
	 	(3)	 	instruct the Depository to change the
CUSIP number for the Securities to the unrestricted CUSIP number for
the Securities (which instruction may be given prior to the one year
anniversary of the Issue Date).






In no event will the failure of the Company to comply with the provisions of this
paragraph or of the Trustee to remove the Restricted Securities Legend constitute a
failure by the Company to comply with any of its covenants, warranties or agreements
set forth in this Indenture. The Company will comply with its obligations under
Section 2.15 of the Indenture to the extent applicable. Any restricted
Security (or Security issued in exchange or substitution therefor) as to which such
restrictions on transfer shall have expired in accordance with their terms (the date
of such expiration being the “Resale Restriction Termination Date”) may, upon
surrender of such restricted Security for exchange to the Registrar in accordance
with the provisions of this Appendix, be exchanged for a new Security or Securities,
of like tenor and aggregate principal amount, which shall not bear the Restricted
Securities Legend. With respect to any restricted Securities represented by a
Global Security, if a Global Security without the Restricted Securities Legend is
not then outstanding, the Company shall execute, and the Trustee shall authenticate
and deliver to the Depositary, a Global Security without the Restricted Securities
Legend. The Company shall notify the Trustee in writing upon the occurrence of the
Resale Restriction Termination Date.




     (B) Notwithstanding any provision of this Section 2.3 to the contrary,
in the event that Rule 144 as promulgated under the Securities Act (or any successor
rule) is amended to change the one year holding period thereunder (or the
corresponding period under any successor rule), (i) each reference in this
Section 2.3(e)(iii) to “one year” and in the Restricted Securities Legend
and in Section 2.3(e)(i) herein to “ONE YEAR” shall be deemed for all
purposes hereof to be references to such changed period, and (ii) all corresponding
references in the Securities and the Restricted Securities Legends thereon
(including the definition of Resale Restriction Termination Date) shall be deemed
for all purposes hereof to be references to such changed period, provided, that such
changes shall not become effective if they are otherwise prohibited by, or would
otherwise cause a violation of, the then-applicable federal securities laws. This
Section 2.3(e) shall apply to successive amendments to Rule 144 (or any
successor rule) changing the holding period thereunder.



9









 






          (iv) Each certificate evidencing a Security shall, in addition to the foregoing, bear a
legend in substantially the following form:




THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID,
ISSUE DATE AND YIELD TO MATURITY OF THESE NOTES MAY BE OBTAINED BY WRITING
TO THE CHIEF FINANCIAL OFFICER, COMMERCIAL VEHICLE GROUP, INC., 7800 WALTON
PARKWAY, NEW ALBANY, OHIO 43054.



          (f) Cancellation or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, redeemed,
purchased or canceled, such Global Security shall be returned to the Depository for cancellation or
retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or
canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the
Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee
or the Securities Custodian, to reflect such reduction.




          (g) No Obligation of the Trustee.





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




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



10









 





     2.4 Definitive Securities.



          (a) A Global Security deposited with the Depository or with the Trustee as Securities
Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the
principal amount of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for such Global Security and the Depository
fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing
agency” registered under the Exchange Act, in either case, and a successor depository is not
appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred
and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing
that it elects to cause the issuance of Definitive Securities under this Indenture.




          (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal
corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations. Any portion of a Global Security transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered only in
denominations of $1,000 principal amount and any integral multiple thereof (and if PIK Securities
have been issued, a minimum of $1 and integral multiples thereof) and registered in such names as
the Depository shall direct. Any Definitive Security delivered in exchange for an interest in the
Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e) hereof,
bear the applicable restricted securities legend and definitive securities legend set forth in
Exhibit 1 hereto.




          (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a
Global Security shall be entitled to grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Securities.




          (d) In the event of the occurrence of one of the events specified in Section 2.4(a)
hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive
Securities in definitive, fully registered form without interest coupons.





11









 








EXHIBIT 1

to

RULE 144A/REGULATION S/IAI APPENDIX




[FORM OF FACE OF SECURITY]




[Global Securities Legend]




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT 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 SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




[Restricted Securities Legend]




          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT, AND ANY
ACCOUNT FOR WHICH IT IS ACTING, (A)(I) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT), (II) IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) IS AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT
AND (B) THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, IF
APPLICABLE; AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT, PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE, AS DEFINED BELOW, (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS


1









 







           DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7)
UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE
FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE RESALE RESTRICTION
TERMINATION DATE WILL BE THE DATE: (1) THAT IS AT LEAST ONE YEAR AFTER THE ISSUE DATE; AND (2) ON
WHICH THE COMPANY INSTRUCTS THE TRUSTEE THAT THIS RESTRICTED SECURITIES LEGEND SHALL BE DEEMED
REMOVED FROM THIS SECURITY, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE RELATING
TO THIS SECURITY. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH PARAGRAPH 2(A)(V)
ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE
THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.




[OID Legend]




          THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THESE
NOTES MAY BE OBTAINED BY WRITING TO THE CHIEF FINANCIAL OFFICER, COMMERCIAL VEHICLE GROUP, INC.,
7800 WALTON PARKWAY, NEW ALBANY, OHIO 43054.





2









 








No._________




CUSIP No._____

ISIN No._____




11%/13% Third Lien Senior Secured Note Due 2013




          Commercial Vehicle Group, Inc., a Delaware corporation, or its permitted successor, promises
to pay to Cede & Co., or registered assigns, the principal sum indicated on Schedule A hereof, on
February 15, 2013.




          Interest Payment Dates: February 15 and August 15.




          Record Dates: February 1 and August 1.




 









 









          Additional provisions of this Security are set forth on the other side of this Security.




Dated: August __, 2009




	 	 	 	 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Chad M. Utrup 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 
	TRUSTEE’S CERTIFICATE OF	 
	 

	 	AUTHENTICATION	 
	 
	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 
	 

	 	as Trustee,	 
	 

	 	certifies that this is one of
the Securities referred to in
the Indenture.	 
	 
	 	 	 
	By:
	 	 	 
	 

	 	 	 
	 

	 	Name: Richard Prokosch	 
	 

	 	Title: Vice President	 







 









 








[FORM OF REVERSE SIDE OF SECURITIES]




11%/13% Third Lien Senior Secured Note Due 2013




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



1. Interest




     Commercial Vehicle Group, Inc., a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the at the rate and in the
manner specified below. Interest accrued on the Securities will be payable semi-annually on
February 15 and August 15, of each year, commencing February 15, 2010. On February 15, 2010, the
Company shall pay interest on the Securities entirely in PIK Interest. On August 15, 2010 and
February 15, 2011, the Company may, at its option, elect to pay interest on the Securities entirely
in cash or entirely in PIK Interest. After February 15, 2011, the Company shall make all interest
payments on the Securities entirely in cash. Any accrued interest payment owing in connection with
a redemption of the Securities pursuant to Article 3 or Sections 4.06 and
4.09 of the Indenture shall be made solely in cash. Interest payable in cash will accrue
at a rate of 11% per annum, and interest payable in the form of PIK Interest will accrue at a rate
of 13% per annum provided, however, that the Company shall pay Additional Interest
to the extent to forth in Section 2.15 of the Indenture. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal
at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.



     Any payment of interest in PIK Interest shall be deemed to be payment in full to the same
extent as if it were paid in cash. Any payment of interest, if any, on the Securities, in PIK
Interest will be rounded up to the nearest whole dollar. Interest shall accrue on PIK Securities
issued pursuant to the Indenture from and including the date of issuance of such PIK Securities.
Any such PIK Securities shall be issued on the same terms as the Securities issued on the Issue
Date and shall constitute part of the same series of securities as the Securities and will vote
together as one series on all matters with respect to the Securities. All references herein to
“Securities” shall include any PIK Securities and all references herein to the “principal amount”
of the Securities shall include any PIK Securities issued in respect thereof (and any increase in
principal amount thereof) as a result of a payment of PIK Interest.



2. Method of Payment




     The Company will pay interest on the Securities (except defaulted interest) to the Persons who
are registered holders of Securities at the close of business on the February 1 or August 1 next
preceding the interest payment date even if Securities are canceled after the record date and on or
before the interest payment date.



     Prior to the beginning of each such interest period, the Company shall deliver to the Trustee
and the Paying Agent (if other than the Trustee) a written order of the Company to the Trustee
setting forth whether the subsequent interest payment (or any portion thereof) due on the



1









 







subsequent Interest Payment Date will be made in the form of cash or PIK Interest. The
Trustee shall promptly deliver a corresponding notice to Holders of the Securities. If no election
is made and no written notice is delivered with respect to each interest payment date through
February 15, 2011, such interest payment shall be payable entirely in PIK Interest.



     With respect to the payment of PIK Interest on any Securities, no later than two Business Days
prior to the relevant interest payment date, the Company shall deliver to the trustee and the
Paying Agent (if other than the Trustee), (i) if such Securities are Global Securities, an order to
increase the outstanding principal amount of such Securities by the required amount (rounded up to
the nearest whole dollar) (or, if necessary, pursuant to the requirements of the Depository or
otherwise to authenticate and deliver new PIK Securities that are Global Securities in the required
amount, rounded up to the nearest whole dollar) and (ii) if such Securities are Definitive
Securities, the required amount of PIK Securities (rounded up to the nearest whole dollar) and an
order to authenticate and deliver such PIK Securities.



     Any PIK Securities, after being executed and authenticated pursuant to Section 2.02 of
the Indenture, (i) if such PIK Securities are Definitive Securities, shall be mailed to the person
entitled thereto as shown on the note register for the Definitive Securities as of the relevant
record date or (ii) if such PIK Securities are Global Securities, the Company may direct the Paying
Agent to make appropriate amendments to Schedule A of the relevant Global Securities and
arrange for deposit with the Depository or custodian therefor in accordance with its Applicable
Procedures. Any PIK Securities that are Definitive Securities will be issued with the description
“PIK” on the face of such PIK Security. Payment shall be made in such form and terms as specified
in Section 2.14 of the Indenture and the Company shall and the Paying Agent may take
additional steps as is necessary to effect such payment.



     Holders must surrender Securities to a Paying Agent to collect principal payments. The
Company will pay principal and cash interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium and interest) will be
made by wire transfer of immediately available funds to the accounts specified by the Depository.
The Company will make all payments in respect of a Definitive Security (including principal,
premium and interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a Definitive Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent
(each as defined below) to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).



3. Paying Agent and Registrar




     Initially, U.S. Bank National Association, a national banking organization (the “Trustee”),
will act as paying agent (“Paying Agent”) and registrar (“Registrar”). The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.



2









 





4. Indenture




     The Company issued the Securities under an Indenture dated as of August 4, 2009 (“Indenture”),
among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the
Act for a statement of those terms.



     The Securities are third-priority senior secured obligations of the Company. The Company shall
be entitled to issue PIK Securities pursuant to Section 2.13 of the Indenture and, subject
to its compliance with Section 4.03 of the Indenture, to issue Additional Securities
pursuant to Section 2.13 of the Indenture. The Securities issued on the Issue Date, any PIK
Securities and any Additional Securities will be treated as a single class for all purposes under
the Indenture. The Indenture contains covenants that limit the ability of the Company and its
subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; engage in transactions with affiliates; create liens on
assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of
subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets
of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to
important exceptions and qualifications.



5. Optional Redemption




     Except as set forth below, the Company shall not be entitled to redeem the Securities.



     On and after February 15, 2011, the Company shall be entitled at its option to redeem all or a
portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption
prices set forth below (expressed in percentages of the principal amount of the Securities
(including PIK Securities) being redeemed on the redemption date), plus accrued cash interest 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), for the relevant periods set forth
below:



	 	 	 	 	 
	 	 	Redemption
	Period	 	Percentage
	On and after February 15, 2011 but prior to August 15, 2011

	 	 	111.000	%
	 
	 	 	 	 
	On and after August 15, 2011 but prior to August 15, 2012

	 	 	105.500	%
	 
	 	 	 	 
	On and after August 15, 2012

	 	 	100.000	%






3









 






6. Notice of Redemption




     Notice of redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered address. Securities
in denominations larger than $1,000 principal amount may be redeemed in part but only in whole
multiples of $1,000 (and if PIK Interest has been paid, a minimum of $1 and integral multiples
thereof). If money sufficient to pay the redemption price of and accrued interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on
or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Securities (or such portions thereof) called for redemption.



7. Put Provisions




     Upon a Change of Control, any Holder of Securities will have the right to cause the Company to
repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of holders of record on the relevant record date to receive
interest due on the related interest payment date) as provided in, and subject to the terms of, the
Indenture.



8. Guaranty




     The payment by the Company of the principal of, and premium and interest on, the Securities is
fully and unconditionally guaranteed on a joint and several senior basis by each of the Subsidiary
Guarantors to the extent set forth in the Indenture.



9. Security




     The Securities will be secured by the Collateral on the terms and subject to the conditions
set forth in the Indenture, the Security Documents and the Intercreditor Agreements, such security
interest to be (i) third in priority to security interests granted for the benefit of holders of
First-Priority Lien Obligations and Second-Priority Lien Obligations, respectively, and (ii)
subject to all other Permitted Liens. The Trustee and the Third Lien Collateral Agent, as the case
may be, hold the Collateral in trust for the benefit of the Trustee and the Holders, in each case
pursuant to the terms, conditions and provisions of the Security Documents and the Intercreditor
Agreements. Each Holder, by accepting this Security, consents and agrees to the terms of the
Security Documents (including the provisions providing for the foreclosure and release of
Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended,
modified, supplemented, restated or extended from time to time in accordance with their terms and
the Indenture and authorizes and directs the Third Lien Collateral Agent to enter into the Security
Documents and the Intercreditor Agreements, and to perform its obligations and exercise its rights
thereunder in accordance therewith.



10. Denominations; Transfer; Exchange




     The Securities are in registered form without coupons in denominations of $1,000 principal
amount and whole multiples of $1,000 (or if PIK Interest has been paid, a minimum of $1 and
integral multiples thereof). A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or



4









 







permitted by the Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or 15 days before an interest payment date.



11. Persons Deemed Owners




     The registered Holder of this Security may be treated as the owner of it for all purposes.



12. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its request unless an abandoned property
law designates another Person. After any such payment, Holders entitled to the money must look only
to the Company and not to the Trustee for payment.



13. Discharge and Defeasance




     Subject to certain conditions, the Company at any time shall be entitled to terminate some or
all of its obligations under the Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.



14. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, (a) the Indenture, the Security
Documents, the Intercreditor Agreements and the Securities may be amended with the written consent
of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any
default or noncompliance with any provision may be waived with the written consent of the Holders
of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set
forth in the Indenture, without the consent of any Securityholder, the Company, the Subsidiary
Guarantors and the Trustee, and in the case of the Security Documents and the Intercreditor
Agreements, the Third Lien Collateral Agent, shall be entitled to amend the Indenture, the
Securities, the Security Documents or the Intercreditor Agreements (with respect to the Securities)
to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in place of certificated
Securities, or to add guarantees with respect to the Securities, including Subsidiary Guaranties,
or to secure the Securities, or to add additional assets as Collateral, or release Collateral when
permitted or required under the Indenture or the Security Documents, or to add certain additional
parties to the Intercreditor Agreements, or to add additional covenants or surrender rights and
powers conferred on the Company or the Subsidiary Guarantors, or to comply with any requirement of
the SEC in connection with qualifying the Indenture under the Act, or to make any change that does
not adversely affect the rights of any Securityholder, or to make amendments to provisions of the
Indenture relating to the form, authentication, transfer and legending of the Securities.



5









 





15. Defaults and Remedies




     Under the Indenture, Events of Default include (a) default for 30 days in payment of interest
on the Securities; (b) default in payment of principal on the Securities at maturity, upon
redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by
the Company to redeem or purchase Securities when required; (c) failure by the Company or any
Subsidiary Guarantor to comply with other agreements in the Indenture, the Securities or the
Security Documents, in certain cases subject to notice and lapse of time; (d) certain accelerations
(including failure to pay within any grace period after final maturity) of other Indebtedness of
the Company if the amount accelerated (or so unpaid) exceeds $10.0 million; (e) certain events of
bankruptcy or insolvency with respect to the Company, the Subsidiary Guarantors and the Significant
Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $10.0 million;
(g) certain defaults with respect to Subsidiary Guaranties; and (h) certain defaults with respect
to the Security Documents or obligations thereunder. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default.



     Securityholders may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in the interest of
the Holders.



16. Trustee Dealings with the Company




     Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.



17. No Recourse Against Others




     A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not
have any liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting
a Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.



18. Authentication




     This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.



6









 





19. Abbreviations




     Customary abbreviations may be used in the name of a Securityholder or an assignee, such as
TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act).



20. CUSIP Numbers




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



21. Successor Entity.




     When a successor entity assumes, in accordance with the Indenture, all the obligations of its
predecessor under the Securities and the Indenture, and immediately before and thereafter no
Default or Event of Default exists and all other conditions of the Indenture are satisfied, the
predecessor entity will be released from those obligations.



22. Governing Law.




     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



     The Company will furnish to any Securityholder upon written request and without charge to the
Security holder a copy of the Indenture which has in it the text of this Security in larger type.
Requests may be made to:


Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, OH 43054

Attention: Chief Financial Officer





7









 








 





ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




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



     (Insert assignee’s soc. sec. or tax I.D. No.)


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



 





	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 




 




Sign exactly as your name appears on the other side of this Security.



In connection with any transfer of any of the Securities evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(d)(1)(ii) under the Securities Act
after the later of the date of original issuance of such Securities and the last date, if any, on
which such Securities were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its terms:




CHECK ONE BOX BELOW





	 	(1)	o	to the Company; or
	 
	 	(2)	o	pursuant to an effective registration statement under the Securities Act of
1933; or
	 
	 	(3)	o	inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	(4)	o	outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or
	 
	 	(5)	o	pursuant to the exemption from registration provided by Rule 144 under the
Securities Act of 1933; or




 









 






	 	(6)	o	to an institutional “accredited investor” (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the
Trustee a signed letter containing certain representations and agreements.






Unless one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in the name of any person other than the registered
holder thereof; provided, however, that if box (4) is checked, the Trustee
shall be entitled to require, prior to registering any such transfer of the Securities, such
legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act of 1933,
such as the exemption provided by Rule 144 under such Act.



	 	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	Signature Guarantee:
	 	 
	 
	 	 
	 

	 	 
	Signature must be guaranteed

	 	Signature






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



      





 









 








TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




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







 









 








[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE A




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




     The initial principal amount of this Global Security shall be ____________. The following
increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 
	 	 	 	 	Amount of	 	Amount of	 	amount of this	 	Signature of
	Date of	 	decrease in	 	increase in	 	Global Security	 	authorized
	Exchange or	 	Principal amount	 	Principal amount	 	following such	 	officer of Trustee
	Payment of PIK	 	of this Global	 	of this Global	 	decrease or	 	or Securities
	Interest	 	Security	 	Security	 	increase	 	Custodian






 









 








OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Security purchased by the Company pursuant to
Section 4.06 or Section 4.09 of the Indenture, check the box: o



     If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.06 or Section 4.09 of the Indenture, state the amount in principal
amount: $____________



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears
	 

	 	 	 	 	 	on the other side of this Security.)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Signature must be guaranteed)





Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.





 









 









EXHIBIT 2

to

Rule 144A/REGULATION S/IAI APPENDIX




FORM OF TRANSFEREE LETTER OF REPRESENTATION




Commercial Vehicle Group, Inc.

6530 West Campus Oval

New Albany, OH 43054




In care of

Chief Financial Officer



Ladies and Gentlemen:




     This
certificate is delivered to request a transfer of $_________ principal amount of the
11%/13% Third Lien Senior Secured Notes due 2013 (the “Securities”) of Commercial Vehicle Group,
Inc. (the “Company”).



     Upon transfer, the Securities would be registered in the name of the new beneficial owner as
follows:



	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taxpayer ID Number:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 





     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501 (a)( 1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own
account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Securities, and we are acquiring the Securities not with a view to, or for
offer or sale in connection with, any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Securities, and we invest in or purchase securities
similar to the Securities in the normal course of our business. We, and any accounts for which we
are acting, are each able to bear the economic risk of our or its investment.



     2. We understand that the Securities have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following sentence. We agree on
our own behalf and on behalf of any investor account for which we are purchasing Securities to
offer, sell or otherwise transfer such Securities prior to the date that is one year after the
later of the date of original issue and the last date on which the Company or any affiliate of the
Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (i) to the Company, (ii) in the United States to a person whom the seller
reasonably believes is a qualified institutional buyer in a transaction meeting the



 









 








requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning
of Rule 501 (a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited
investor purchasing for its own account or for the account of an institutional accredited investor,
in each case in a minimum principal amount of the Securities of $250,000, (iv) outside the United
States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v)
pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if
available) or (vi) pursuant to an effective registration statement under the Securities Act, in
each of cases (i) through (vi) subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times within our or their
control and in compliance with any applicable state securities laws. The foregoing restrictions on
resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other
transfer of the Securities is proposed to be made pursuant to clause (iii) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Securities
for investment purposes and not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause
(iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.



	 	 	 	 	 
	 

	 	TRANSFEREE:	 	 
	 

	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 






 









 









EXHIBIT A




FORM OF SUPPLEMENTAL INDENTURE




          SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of ____________ between
____________ (the “New Guarantor”), a direct or indirect Subsidiary of Commercial Vehicle
Group, Inc. (or its successor), a Delaware corporation (the “Company”), and U.S. Bank National
Association, as trustee (the “Trustee”).




WITNESSETH:




          WHEREAS, the Company and the Subsidiaries listed on the signature pages thereto have each
heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of August
4, 2009, providing for the issuance by the Company of its 11%/13% Third Lien Senior Secured Notes
due 2013 (the “Securities”); and




          WHEREAS, Section 4.12 of the Indenture provides that under certain circumstances the
Company is required to cause the New Guarantor to execute and deliver to the Trustee for the
benefit of the Holders a supplemental agreement pursuant to which the New Guarantor shall
unconditionally guarantee all of the Company’s obligations under the Securities pursuant to a
Guarantee on the terms and conditions set forth herein;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor covenants and agrees
for the equal and ratable benefit of the Holders of the Securities as follows:




          (1) CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          (2) AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all
other Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the
Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and
to be bound by all other applicable provisions of the Indenture.




          (3) RATIFICATION OF SUPPLEMENTAL INDENTURE; SUPPLEMENTAL INDENTURE 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 the Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.




          (4) NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of
the New Guarantor, as such, shall have any liability for any obligations of the Company under the
Securities or the Indenture or any Subsidiary Guarantor under its Subsidiary Guaranty, the
Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. By accepting a Security, each Securityholder shall waive and
release all such liability. The waiver and release shall be part of the consideration for issuance
of the Subsidiary Guaranty.




 









 








          (5) EFFECTIVENESS. This Supplemental Indenture shall be effective upon execution by the
parties hereto.




          (6) RECITALS. The recitals contained herein shall be taken as the statements of the Company
and the Subsidiary Guarantors.




          (7) NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW.




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




          (9) EFFECT ON HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.




	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT B




FORM OF INTERCREDITOR AGREEMENTS



[Filed as Exhibits 10.4 and 10.5 to this Current Report on Form 8-K]




 









 









EXHIBIT C




FORM OF FREE TRANSFERABILITY CERTIFICATE




CUSIP No.:_________________





Dear Sir/Madam:



     Whereas the 11%/13% Third Lien Senior Secured Notes Due 2013 (the “Securities”) will be freely
tradable without restrictions by non-affiliates of Commercial Vehicle Group, Inc. (the “Company”)
on ___ pursuant to Rule 144(b)(1) under the Securities Act of 1933, as amended, in
accordance with Section 2.3(e)(iii) of the Appendix to the indenture (the “Indenture”) dated as of
August 4, 2009 between the Company, the subsidiary guarantors party thereto and U.S. Bank National
Association, as Trustee (the “Trustee”), pursuant to which the Securities were issued, the Company
hereby instructs you that:



     (i) the restrictive legends described in the Rule 144A/Regulation S/IAI Appendix to the
Indenture and set forth on the Securities shall be deemed removed from the Global Securities (as
defined in the Indenture) on ___, in accordance with the terms and conditions of the
Securities and as provided in the Indenture, without further action on the part of holders; and



     (ii) the restricted CUSIP number for the Securities shall be deemed removed from the Global
Securities and replaced with the unrestricted CUSIP number set forth therein on ___, in
accordance with the terms and conditions of the Securities and as provided in the Indenture,
without further action on the part of holders.



     Capitalized terms used but not defined herein shall have the meanings set forth in the
Indenture.




	 	 	 	 	 
	 	Very truly yours,


 	 
	 	COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: