Exhibit 4.1


    
      

      

    

     

    
 

    BPC
      ACQUISITION CORP.

    and

    (following
      the merger of BPC Acquisition Corp.

    with
      and
      into BPC Holding Corporation,

    BPC
      HOLDING CORPORATION,

    as
      Issuer,

    and
      certain Guarantors)

     

    $525,000,000
      Second Priority Senior Secured Fixed Rate Notes due 2014

     

    $225,000,000
      Second Priority Senior Secured Floating Rate Notes due 2014

     

    ________________________

     

    INDENTURE

     

    Dated
      as
      of September 20, 2006

     

    ________________________

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    


    



    
      
        
          NY1:1657728.6 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF
      CONTENTS

     

    

      
        	
                Article
                  1

              	
                DEFINITIONS
                  AND INCORPORATION BY REFERENCE

              	
                1

              
	
                SECTION
                  1.01.

              	
                Definitions

              	
                1

              
	
                SECTION
                  1.02.

              	
                Other
                  Definitions

              	
                36

              
	
                SECTION
                  1.03.

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                37

              
	
                SECTION
                  1.04.

              	
                Rules
                  of Construction

              	
                38

              
	
                Article
                  2

              	
                THE
                  SECURITIES

              	
                39

              
	
                SECTION
                  2.01.

              	
                Amount
                  of Securities

              	
                39

              
	
                SECTION
                  2.02.

              	
                Form
                  and Dating

              	
                40

              
	
                SECTION
                  2.03.

              	
                Execution
                  and Authentication

              	
                40

              
	
                SECTION
                  2.04.

              	
                Registrar
                  and Paying Agent

              	
                41

              
	
                SECTION
                  2.05.

              	
                Paying
                  Agent to Hold Money in Trust

              	
                41

              
	
                SECTION
                  2.06.

              	
                Holder
                  Lists

              	
                42

              
	
                SECTION
                  2.07.

              	
                Transfer
                  and Exchange

              	
                42

              
	
                SECTION
                  2.08.

              	
                Replacement
                  Securities

              	
                43

              
	
                SECTION
                  2.09.

              	
                Outstanding
                  Securities

              	
                43

              
	
                SECTION
                  2.10.

              	
                Temporary
                  Securities

              	
                44

              
	
                SECTION
                  2.11.

              	
                Cancellation

              	
                44

              
	
                SECTION
                  2.12.

              	
                Defaulted
                  Interest

              	
                44

              
	
                SECTION
                  2.13.

              	
                CUSIP
                  Numbers, ISINs, etc

              	
                44

              
	
                SECTION
                  2.14.

              	
                Calculation
                  of Principal Amount of Securities

              	
                44

              
	
                Article
                  3

              	
                REDEMPTION

              	
                45

              
	
                SECTION
                  3.01.

              	
                Redemption

              	
                45

              
	
                SECTION
                  3.02.

              	
                Applicability
                  of Article

              	
                45

              
	
                SECTION
                  3.03.

              	
                Notices
                  to Trustee

              	
                45

              
	
                SECTION
                  3.04.

              	
                Selection
                  of Securities to Be Redeemed

              	
                45

              
	
                SECTION
                  3.05.

              	
                Notice
                  of Optional Redemption

              	
                45

              
	
                SECTION
                  3.06.

              	
                Effect
                  of Notice of Redemption

              	
                46

              
	
                SECTION
                  3.07.

              	
                Deposit
                  of Redemption Price

              	
                46

              
	
                SECTION
                  3.08.

              	
                Securities
                  Redeemed in Part

              	
                47

              
	
                Article
                  4

              	
                COVENANTS

              	
                47

              
	
                SECTION
                  4.01.

              	
                Payment
                  of Securities

              	
                47

              


      

    

     

    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

        TABLE
          OF
          CONTENTS

        (cont’d)

         

      

    

    

       

    

     

    
      
        	
                SECTION
                  4.02.

              	
                Reports
                  and Other Information

              	
                47

              
	
                SECTION
                  4.03.

              	
                Limitation
                  on Incurrence of Indebtedness and Issuance of Disqualified Stock
                  and
                  Preferred Stock

              	
                 

                49

              
	
                SECTION
                  4.04.

              	
                Limitation
                  on Restricted Payments

              	
                54

              
	
                SECTION
                  4.05.

              	
                Dividend
                  and Other Payment Restrictions Affecting Subsidiaries

              	
                 

                59

              
	
                SECTION
                  4.06.

              	
                Asset
                  Sales 

              	
                61

              
	
                SECTION
                  4.07.

              	
                Transactions
                  with Affiliates

              	
                64

              
	
                SECTION
                  4.08.

              	
                Change
                  of Control

              	
                67

              
	
                SECTION
                  4.09.

              	
                Compliance
                  Certificate

              	
                69

              
	
                SECTION
                  4.10.

              	
                Further
                  Instruments and Acts

              	
                70

              
	
                SECTION
                  4.11.

              	
                Future
                  Guarantors

              	
                70

              
	
                SECTION
                  4.12.

              	
                Liens

              	
                70

              
	
                SECTION
                  4.13.

              	
                Maintenance
                  of Office or Agency

              	
                71

              
	
                SECTION
                  4.14.

              	
                Amendment
                  of Security Documents

              	
                71

              
	
                SECTION
                  4.15.

              	
                After-Acquired
                  Property

              	
                71

              
	
                SECTION
                  4.16.

              	
                Termination
                  and Suspension of Certain Covenants

              	
                71

              
	
                Article
                  5

              	
                SUCCESSOR
                  COMPANY

              	
                72

              
	
                SECTION
                  5.01.

              	
                When
                  Issuer May Merge or Transfer Assets

              	
                72

              
	
                Article
                  6

              	
                DEFAULTS
                  AND REMEDIES

              	
                75

              
	
                SECTION
                  6.01.

              	
                Events
                  of Default

              	
                75

              
	
                SECTION
                  6.02.

              	
                Acceleration

              	
                77

              
	
                SECTION
                  6.03.

              	
                Other
                  Remedies

              	
                78

              
	
                SECTION
                  6.04.

              	
                Waiver
                  of Past Defaults

              	
                78

              
	
                SECTION
                  6.05.

              	
                Control
                  by Majority

              	
                78

              
	
                SECTION
                  6.06.

              	
                Limitation
                  on Suits

              	
                79

              
	
                SECTION
                  6.07.

              	
                Rights
                  of the Holders to Receive Payment

              	
                79

              
	
                SECTION
                  6.08.

              	
                Collection
                  Suit by Trustee

              	
                79

              
	
                SECTION
                  6.09.

              	
                Trustee
                  May File Proofs of Claim

              	
                79

              
	
                SECTION
                  6.10.

              	
                Priorities

              	
                80

              
	
                SECTION
                  6.11.

              	
                Undertaking
                  for Costs

              	
                80

              
	
                SECTION
                  6.12.

              	
                Waiver
                  of Stay or Extension Laws

              	
                80

              


      



    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

        TABLE
          OF
          CONTENTS

        (cont’d)

         

      

    

     

    

      
        	
                Article
                  7

              	
                TRUSTEE

              	
                80

              
	
                SECTION
                  7.01.

              	
                Duties
                  of Trustee

              	
                81

              
	
                SECTION
                  7.02.

              	
                Rights
                  of Trustee

              	
                82

              
	
                SECTION
                  7.03.

              	
                Individual
                  Rights of Trustee

              	
                83

              
	
                SECTION
                  7.04.

              	
                Trustee’s
                  Disclaimer

              	
                83

              
	
                SECTION
                  7.05.

              	
                Notice
                  of Defaults

              	
                83

              
	
                SECTION
                  7.06.

              	
                Reports
                  by Trustee to the Holders

              	
                84

              
	
                SECTION
                  7.07.

              	
                Compensation
                  and Indemnity

              	
                84

              
	
                SECTION
                  7.08.

              	
                Replacement
                  of Trustee

              	
                85

              
	
                SECTION
                  7.09.

              	
                Successor
                  Trustee by Merger

              	
                86

              
	
                SECTION
                  7.10.

              	
                Eligibility;
                  Disqualification

              	
                86

              
	
                SECTION
                  7.11.

              	
                Preferential
                  Collection of Claims Against the Issuer

              	
                86

              
	
                Article
                  8

              	
                DISCHARGE
                  OF INDENTURE; DEFEASANCE

              	
                86

              
	
                SECTION
                  8.01.

              	
                Discharge
                  of Liability on Securities; Defeasance

              	
                86

              
	
                SECTION
                  8.02.

              	
                Conditions
                  to Defeasance

              	
                88

              
	
                SECTION
                  8.03.

              	
                Application
                  of Trust Money

              	
                89

              
	
                SECTION
                  8.04.

              	
                Repayment
                  to Company

              	
                89

              
	
                SECTION
                  8.05.

              	
                Indemnity
                  for U.S. Government Obligations

              	
                89

              
	
                SECTION
                  8.06.

              	
                Reinstatement

              	
                90

              
	
                Article
                  9

              	
                AMENDMENTS
                  AND WAIVERS

              	
                90

              
	
                SECTION
                  9.01.

              	
                Without
                  Consent of the Holders

              	
                90

              
	
                SECTION
                  9.02.

              	
                With
                  Consent of the Holders

              	
                91

              
	
                SECTION
                  9.03.

              	
                Compliance
                  with Trust Indenture Act

              	
                92

              
	
                SECTION
                  9.04.

              	
                Revocation
                  and Effect of Consents and Waivers

              	
                92

              
	
                SECTION
                  9.05.

              	
                Notation
                  on or Exchange of Securities

              	
                93

              
	
                SECTION
                  9.06.

              	
                Trustee
                  to Sign Amendments

              	
                93

              
	
                SECTION
                  9.07.

              	
                Payment
                  for Consent

              	
                93

              
	
                SECTION
                  9.08.

              	
                Additional
                  Voting Terms; Calculation of Principal Amount

              	
                93

              
	
                Article
                  10

              	
                RANKING
                  OF NOTE LIENS

              	
                94

              
	
                SECTION
                  10.01.

              	
                Relative
                  Rights

              	
                94

              
	
                Article
                  11

              	
                COLLATERAL

              	
                95

              


      

    

     

     

    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

        TABLE
          OF
          CONTENTS

        (cont’d)

         

      

    


     

    

      
        	
                SECTION
                  11.01.

              	
                Security
                  Documents

              	
                95

              
	
                SECTION
                  11.02.

              	
                Collateral
                  Agent

              	
                95

              
	
                SECTION
                  11.03.

              	
                Authorization
                  of Actions to Be Taken

              	
                96

              
	
                SECTION
                  11.04.

              	
                Release
                  of Liens

              	
                97

              
	
                SECTION
                  11.05.

              	
                Filing,
                  Recording and Opinions

              	
                99

              
	
                SECTION
                  11.06.

              	
                [Intentionally
                  omitted]

              	
                99

              
	
                SECTION
                  11.07.

              	
                Powers
                  Exercisable by Receiver or Trustee

              	
                99

              
	
                SECTION
                  11.08.

              	
                Release
                  Upon Termination of the Issuer’s Obligations

              	
                99

              
	
                SECTION
                  11.09.

              	
                Designations

              	
                100

              
	
                SECTION
                  11.10.

              	
                Taking
                  and Destruction

              	
                100

              
	
                Article
                  12

              	
                GUARANTEES

              	
                100

              
	
                SECTION
                  12.01.

              	
                Guarantees

              	
                100

              
	
                SECTION
                  12.02.

              	
                Limitation
                  on Liability

              	
                102

              
	
                SECTION
                  12.03.

              	
                Successors
                  and Assigns

              	
                103

              
	
                SECTION
                  12.04.

              	
                No
                  Waiver

              	
                103

              
	
                SECTION
                  12.05.

              	
                Modification

              	
                104

              
	
                SECTION
                  12.06.

              	
                Execution
                  of Supplemental Indenture for Future Guarantors

              	
                104

              
	
                SECTION
                  12.07.

              	
                Non-Impairment

              	
                104

              
	
                Article
                  13

              	
                MISCELLANEOUS

              	
                104

              
	
                SECTION
                  13.01.

              	
                Trust
                  Indenture Act Controls

              	
                104

              
	
                SECTION
                  13.02.

              	
                Notices

              	
                104

              
	
                SECTION
                  13.03.

              	
                Communication
                  by the Holders with Other Holders

              	
                105

              
	
                SECTION
                  13.04.

              	
                Certificate
                  and Opinion as to Conditions Precedent

              	
                105

              
	
                SECTION
                  13.05.

              	
                Statements
                  Required in Certificate or Opinion

              	
                105

              
	
                SECTION
                  13.06.

              	
                When
                  Securities Disregarded

              	
                106

              
	
                SECTION
                  13.07.

              	
                Rules
                  by Trustee, Paying Agent and Registrar

              	
                106

              
	
                SECTION
                  13.08.

              	
                Legal
                  Holidays

              	
                106

              
	
                SECTION
                  13.09.

              	
                GOVERNING
                  LAW

              	
                106

              
	
                SECTION
                  13.10.

              	
                No
                  Recourse Against Others

              	
                106

              
	
                SECTION
                  13.11.

              	
                Successors

              	
                107

              
	
                SECTION
                  13.12.

              	
                Multiple
                  Originals

              	
                107

              


      

    

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

        TABLE
          OF
          CONTENTS

        (cont’d)

         

      

    

     

    

      
        	
                SECTION
                  13.13.

              	
                Table
                  of Contents; Headings

              	
                107

              
	
                SECTION
                  13.14.

              	
                Indenture
                  Controls

              	
                107

              
	
                SECTION
                  13.15.

              	
                Severability

              	
                107

              


      

    

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Appendix
                  A

              	
                -

              	
                Provisions
                  Relating to Initial Securities, Additional Securities and Exchange
                  Securities

              


      

    

     

    EXHIBIT
      INDEX

     

    Exhibit
      A-1 - Initial
      Security (Fixed Rate Notes)

    Exhibit
      A-2 - Initial
      Security (Floating Rate Notes)

    Exhibit
      B-1 - Exchange
      Security (Fixed Rate Notes)

    Exhibit
      B-2 - Exchange
      Security (Floating Rate Notes)

    Exhibit
      C - Form
      of
      Transferee Letter of Representation

    Exhibit
      D - Form
      of
      Supplemental Indenture

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                            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)

            	
              2.06

            
	 	
              (b)

            	
              13.03

            
	 	
              (c)

            	
              13.03

            
	
              313

            	
              (a)

            	
              7.06

            
	 	
              (b)(1)

            	
              N.A.

            
	 	
              (b)(2)

            	
              7.06

            
	 	
              (c)

            	
              7.06

            
	 	
              (d)

            	
              4.02;
                4.09

            
	
              314

            	
              (a)

            	
              4.02;
                4.09

            
	 	
              (b)

            	
              N.A.

            
	 	
              (c)(1)

            	
              13.04

            
	 	
              (c)(2)

            	
              13.04

            
	 	
              (c)(3)

            	
              N.A.

            
	 	
              (d)

            	
              N.A.

            
	 	
              (e)

            	
              13.05

            
	 	
              (f)

            	
              4.10

            
	
              315

            	
              (a)

            	
              7.01

            
	 	
              (b)

            	
              7.05

            
	 	
              (c)

            	
              7.01

            
	 	
              (d)

            	
              7.01

            
	 	
              (e)

            	
              6.11

            
	
              316

            	
              (a)(last
                sentence)

            	
              13.06

            
	 	
              (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)

            	
              2.05

            
	
              318

            	
              (a)

            	
              13.01

            
	 	 	 


    

    N.A.
      Means Not Applicable.

     

    
      	
              Note:

            	
              This
                Cross-Reference Table shall not, for any purposes, be deemed to be
                part of
                this Indenture.

            


    

    



    
      
        
          NY1:1657728.6 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    INDENTURE
      dated as of September 20, 2006 among BPC ACQUISITION CORP., a Delaware
      corporation (“Merger Sub”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
      national banking association, as trustee (the “Trustee”), and, upon execution
      and delivery of a supplemental indenture, BPC Holding Corporation (the
“Company”) and the Guarantors (as defined herein).

     

    Each
      party agrees as follows for the benefit of the other parties and for the equal
      and ratable benefit of the Holders of (a) $750,000,000 aggregate principal
      amount of second priority senior secured fixed and floating rate notes
      consisting of (x) $525,000,000 aggregate principal amount of the Issuer’s 87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014 (the “Original Fixed
      Rate Notes”) and (y) $225,000,000 aggregate principal amount of the Issuer’s
      Second Priority Senior Secured Floating Rate Notes due 2014 (the “Original
      Floating Rate Notes” and, together with the Original Fixed Rate Notes, (each of
      which constitutes a separate series hereunder), the “Original Securities”)
      issued on the date hereof, (b) any Additional Securities (as defined herein)
      that may be issued after the date hereof in the form of Exhibits A-1 and A-2
      (all such securities in clauses (a) and (b) being referred to collectively
      as
      the “Initial Securities”) and (c) if and when issued as provided in the
      Registration Agreement (as defined in Appendix A hereto (the “Appendix”)) or
      otherwise registered under the Securities Act and issued, $525,000,000 aggregate
      principal amount of the Issuer’s 87⁄8% Second Priority Senior Secured Fixed Rate
      Notes due 2014 (the “Exchange Fixed Rate Notes”) and $225,000,000 aggregate
      principal amount of the Issuer’s Second Priority Senior Secured Floating Rate
      Notes due 2014, (the “Exchange Floating Rate Notes” and, together with the
      Exchange Fixed Rate Notes (each of which constitutes a separate series
      hereunder) and any exchange notes issued in respect of Additional Securities,
      the “Exchange Securities” and, together with the Initial Securities, the
“Securities”) issued in the Registered Exchange Offer (as defined in the
      Appendix) in exchange for any Initial Securities or otherwise registered under
      the Securities Act and issued in the form of Exhibits B-1 and B-2. The Original
      Fixed Rate Notes, any Additional Fixed Rate Notes (as defined herein) and the
      Exchange Fixed Rate Notes are referred to collectively as the “Fixed Rate Notes”
(and constitute a single series hereunder); the Original Floating Rate Notes,
      any Additional Floating Rate Notes (as defined herein) and the Exchange Floating
      Rate Notes are referred to collectively as the “Floating Rate Notes” (and
      constitute a single series hereunder). Subject to the conditions and compliance
      with the covenants set forth herein, the Issuer may issue an unlimited aggregate
      principal amount of Additional Securities.

     

    ARTICLE
      1


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    SECTION
      1.01. Definitions.
      “Acquired
      Indebtedness”
      means,
      with respect to any specified Person:

     

    (1) Indebtedness
      of any other Person existing at the time such other Person is merged,
      consolidated or amalgamated with or into or became a Restricted Subsidiary
      of
      such specified Person, and

     

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

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Acquisition”
      means
      the acquisition by Affiliates of the Sponsors of substantially all of the
      outstanding shares of capital stock of the Company pursuant to the terms of
      the
      Merger Agreement.

     

    “Acquisition
      Documents” means the Merger Agreement and any other document entered into in
      connection therewith, in each case as amended, supplemented or modified from
      time to time prior to the Issue Date or thereafter (so long as any amendment,
      supplement or modification after the Issue Date, together with all other
      amendments, supplements and modifications after the Issue Date, taken as a
      whole, is not more disadvantageous to the holders of the Securities in any
      material respect than the Acquisition Documents as in effect on the Issue
      Date).

     

    “Additional
      Fixed Rate Notes” means 87⁄8% Second Priority Senior Secured Fixed Rate Notes due
      2014 issued under the terms of this Indenture subsequent to the Issue
      Date.

     

    “Additional
      Floating Rate Notes” means Second Priority Senior Secured Floating Rate Notes
      due 2014 issued under the terms of this Indenture subsequent to the Issue
      Date.

     

    “Additional
      Securities” means Additional Fixed Rate Notes and Additional Floating Rate
      Notes.

     

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

     

    “Applicable
      Premium” means, with respect to any Fixed Rate Note on any applicable redemption
      date, the greater of:

     

    (1) 1%
      of the
      then outstanding principal amount of the Fixed Rate Note; and

     

    (2) the
      excess of:

     

    (a) the
      present value at such redemption date of (i) the redemption price of the Fixed
      Rate Note, at September 15, 2010 as set forth in Paragraph 5 of the applicable
      Security plus (ii) all required interest payments due on such Fixed Rate Note
      through September 15, 2010 (excluding accrued but unpaid interest), computed
      using a discount rate equal to the Treasury Rate as of such redemption date
      plus
      50 basis points; over

     

    (b) the
      then
      outstanding principal amount of the Fixed Rate Note.

     

    “Asset
      Sale” means:

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (1) the
      sale,
      conveyance, transfer or other disposition (whether in a single transaction
      or a
      series of related transactions) of property or assets (including by way of
      a
      Sale/Leaseback Transaction) outside the ordinary course of business of the
      Issuer or any Restricted Subsidiary of the Issuer (each referred to in this
      definition as a “disposition”) or

     

    (2) the
      issuance or sale of Equity Interests (other than directors’
      qualifying shares and shares issued to foreign nationals or other third parties
      to the extent required by applicable law) of any Restricted Subsidiary (other
      than to the Issuer or another Restricted Subsidiary of the Issuer) (whether
      in a
      single transaction or a series of related transactions),

     

    in
      each
      case other than:

     

    (a) a
      disposition of Cash Equivalents or Investment Grade Securities or obsolete
      or
      worn out property or equipment in the ordinary course of business;

     

    (b) the
      disposition of all or substantially all of the assets of the Issuer in a manner
      permitted pursuant to Section 5.01 or any disposition that constitutes a Change
      of Control;

     

    (c) any
      Restricted Payment or Permitted Investment that is permitted to be made, and
      is
      made, under Section 4.04;

     

    (d) any
      disposition of assets or issuance or sale of Equity Interests of any Restricted
      Subsidiary, which assets or Equity Interests so disposed or issued have an
      aggregate Fair Market Value of less than $7.5 million;

     

    (e) any
      disposition of property or assets, or the issuance of securities, by a
      Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a
      Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the
      Issuer;

     

    (f) any
      exchange of assets (including a combination of assets and Cash Equivalents)
      for
      assets related to a Similar Business of comparable or greater market value
      or
      usefulness to the business of the Issuer and its Restricted Subsidiaries as
      a
      whole, as determined in good faith by the Issuer;

     

    (g) foreclosure
      on assets of the Issuer or any of its Restricted Subsidiaries;

     

    (h) any
      sale
      of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
      Subsidiary;

     

    (i) the
      lease, assignment or sublease of any real or personal property in the ordinary
      course of business;

     

    (j) any
      sale
      of inventory or other assets in the ordinary course of business;

     

    (k) any
      grant
      in the ordinary course of business of any license of patents, trademarks,
      know-how or any other intellectual property;

     


    
      
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    (l) a
      transfer of accounts receivable and related assets of the type specified in
      the
      definition of “Receivables
      Financing”
      (or a
      fractional undivided interest therein) by a Receivables Subsidiary in a
      Qualified Receivables Financing; and

     

    (m) the
      sale
      of any property in a Sale/Leaseback Transaction within six months of the
      acquisition of such property.

     

    “Bank
      Indebtedness” means any and all amounts payable under or in respect of the
      Credit Agreement and the other Credit Agreement Documents as amended, restated,
      supplemented, waived, replaced, restructured, repaid, refunded, refinanced
      or
      otherwise modified from time to time (including after termination of the Credit
      Agreement), including principal, premium (if any), interest (including interest
      accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Issuer whether or not a claim for post-filing
      interest is allowed in such proceedings), fees, charges, expenses, reimbursement
      obligations, guarantees and all other amounts payable thereunder or in respect
      thereof.

     

    “Board
      of
      Directors” means, as to any Person, the board of directors or managers, as
      applicable, of such Person (or, if such Person is a partnership, the board
      of
      directors or other governing body of the general partner of such Person) or
      any
      duly authorized committee thereof.

     

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

     

    “Calculation
      Agent” means a financial institution appointed by the Issuer to calculate the
      interest rate payable on the Floating Rate Notes in respect of each Interest
      Period, which shall initially be the Trustee. 

     

    “Capital
      Stock” means:

     

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

     

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

     

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

     

    (4) any
      other
      interest or participation that confers on a Person the right to receive a share
      of the profits and losses of, or distributions of assets of, the issuing
      Person.

     

    “Capitalized
      Lease Obligation” means, at the time any determination thereof is to be made,
      the amount of the liability in respect of a capital lease that would at such
      time be required to be capitalized and reflected as a liability on a balance
      sheet (excluding the footnotes thereto) in accordance with GAAP.

     


    
      
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    “Cash
      Contribution Amount” means the aggregate amount of cash contributions made to
      the capital of the Issuer described in the definition of “Contribution
      Indebtedness.”

     

    “Cash
      Equivalents” means:

     

    (1) U.S.
      Dollars, pounds sterling, euros, the national currency of any member state
      in
      the European Union or, in the case of any Foreign Subsidiary that is a
      Restricted Subsidiary, such local currencies held by it from time to time in
      the
      ordinary course of business;

     

    (2) securities
      issued or directly and fully guaranteed or insured by the U.S. government or
      any
      country that is a member of the European Union or any agency or instrumentality
      thereof in each case maturing not more than two years from the date of
      acquisition;

     

    (3) certificates
      of deposit, time deposits and eurodollar time deposits with maturities of one
      year or less from the date of acquisition, bankers’
      acceptances, in each case with maturities not exceeding one year and overnight
      bank deposits, in each case with any commercial bank having capital and surplus
      in excess of $250 million and whose long-term debt is rated “A”
      or the
      equivalent thereof by Moody’s
      or
      S&P (or reasonably equivalent ratings of another internationally recognized
      ratings agency);

     

    (4) repurchase
      obligations for underlying securities of the types described in clauses (2)
      and
      (3) above entered into with any financial institution meeting the qualifications
      specified in clause (3) above;

     

    (5) commercial
      paper issued by a corporation (other than an Affiliate of the Issuer) rated
      at
      least “A-1”
      or the
      equivalent thereof by Moody’s
      or
      S&P (or reasonably equivalent ratings of another internationally recognized
      ratings agency) and in each case maturing within one year after the date of
      acquisition;

     

    (6) readily
      marketable direct obligations issued by any state of the United States of
      America or any political subdivision thereof having one of the two highest
      rating categories obtainable from either Moody’s
      or
      S&P (or reasonably equivalent ratings of another internationally recognized
      ratings agency) in each case with maturities not exceeding two years from the
      date of acquisition;

     

    (7) Indebtedness
      issued by Persons (other than the Sponsors or any of their Affiliates) with
      a
      rating of “A”
      or
      higher from S&P or “A-2”
      or
      higher from Moody’s
      in each
      case with maturities not exceeding two years from the date of acquisition;
      and

     

    (8) investment
      funds investing at least 95% of their assets in securities of the types
      described in clauses (1) through (7) above.

     

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

     


    
      
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    (i) the
      sale,
      lease or transfer, in one or a series of related transactions, of all or
      substantially all the assets of the Issuer and its Subsidiaries, taken as a
      whole, to a Person other than any of the Permitted Holders; or

     

    (ii) the
      Issuer becomes aware (by way of a report or any other filing pursuant to Section
      13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the
      acquisition by any Person or group (within the meaning of Section 13(d)(3)
      or
      Section 14(d)(2) of the Exchange Act, or any successor provision), including
      any
      group acting for the purpose of acquiring, holding or disposing of securities
      (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than
      any
      of the Permitted Holders, in a single transaction or in a related series of
      transactions, by way of merger, consolidation or other business combination
      or
      purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
      Exchange Act, or any successor provision), of more than 50% of the total voting
      power of the Voting Stock of the Issuer or any direct or indirect parent of
      the
      Issuer.

     

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

     

    “Collateral”
      means all property subject or purported to be subject, from time to time, to
      a
      Lien under any Security Documents. 

     

    “Collateral
      Agent” means the Trustee in its capacity as “Collateral Agent” under this
      Indenture and under the Security Documents and any successor thereto in such
      capacity. 

     

    “Company”
      means the party named as such in the Preamble to 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 Securities.

     

    “consolidated”
      means, with respect to any Person, such Person consolidated with its Restricted
      Subsidiaries, and shall not include any Unrestricted Subsidiary, but the
      interest of such Person in an Unrestricted Subsidiary shall be accounted for
      as
      an Investment.

     

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

     

    (1) consolidated
      interest expense of such Person and its Restricted Subsidiaries for such period,
      to the extent such expense was deducted in computing Consolidated Net Income
      (including amortization of original issue discount, the interest component
      of
      Capitalized Lease Obligations, and net payments and receipts (if any) pursuant
      to interest rate Hedging Obligations and excluding amortization of deferred
      financing fees and expensing of any bridge or other financing fees);
      plus

     

    (2) consolidated
      capitalized interest of such Person and its Restricted Subsidiaries for such
      period, whether paid or accrued; plus

     


    
      
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    (3) commissions,
      discounts, yield and other fees and charges Incurred in connection with any
      Receivables Financing which are payable to Persons other than the Issuer and
      its
      Restricted Subsidiaries; minus

     

    (4) interest
      income for such period.

     

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

     

    (1) any
      net
      after-tax extraordinary, nonrecurring or unusual gains or losses or income,
      expenses or charges (less all fees and expenses relating thereto), including,
      without limitation, any severance expenses, any expenses related to any
      reconstruction, recommissioning or reconfiguration of fixed assets for alternate
      uses, any fees, expenses or charges relating to new product lines, plant
      shutdown costs, acquisition integration costs and expenses or charges related
      to
      any Equity Offering, Permitted Investment, acquisition or Indebtedness permitted
      to be Incurred by this Indenture (in each case, whether or not successful),
      including any such fees, expenses, charges or change in control payments made
      under the Acquisition Documents or otherwise related to the Transactions, in
      each case, shall be excluded;

     

    (2) any
      increase in amortization or depreciation or any one-time non-cash charges
      increases or reductions in Net Income, in each case resulting from purchase
      accounting in connection with the Transactions or any acquisition that is
      consummated after the Issue Date shall be excluded;

     

    (3) the
      Net
      Income for such period shall not include the cumulative effect of a change
      in
      accounting principles during such period;

     

    (4) any
      net
      after-tax income or loss from discontinued operations and any net after-tax
      gains or losses on disposal of discontinued operations shall be
      excluded;

     

    (5) any
      net
      after-tax gains or losses (less all fees and expenses or charges relating
      thereto) attributable to business dispositions or asset dispositions other
      than
      in the ordinary course of business (as determined in good faith by the Board
      of
      Directors of the Issuer) shall be excluded;

     

    (6) any
      net
      after-tax gains or losses (less all fees and expenses or charges relating
      thereto) attributable to the early extinguishment of indebtedness shall be
      excluded;

     

    (7) the
      Net
      Income for such period of any Person that is not a Subsidiary of such Person,
      or
      is an Unrestricted Subsidiary, or that is accounted for by the equity method
      of
      accounting, shall be included only to the extent of the amount of dividends
      or
      distributions or other payments paid in cash (or to the extent converted into
      cash) to the referent Person or a Restricted Subsidiary thereof in respect
      of
      such period;

     


    
      
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    (8) solely
      for the purpose of determining the amount available for Restricted Payments
      under clause (1) of the definition of Cumulative Credit, the Net Income for
      such
      period of any Restricted Subsidiary (other than any Guarantor) shall be excluded
      to the extent that the declaration or payment of dividends or similar
      distributions by such Restricted Subsidiary of its Net Income is not at the
      date
      of determination permitted without any prior governmental approval (which has
      not been obtained) or, directly or indirectly, by the operation of the terms
      of
      its charter or any agreement, instrument, judgment, decree, order, statute,
      rule
      or governmental regulation applicable to that Restricted Subsidiary or its
      stockholders, unless such restrictions with respect to the payment of dividends
      or similar distributions have been legally waived; provided that the
      Consolidated Net Income of such Person shall be increased by the amount of
      dividends or other distributions or other payments actually paid in cash (or
      converted into cash) by any such Restricted Subsidiary to such Person, to the
      extent not already included therein;

     

    (9) an
      amount
      equal to the amount of Tax Distributions actually made to any parent of such
      Person in respect of such period in accordance with Section 4.04(b)(xii) shall
      be included as though such amounts had been paid as income taxes directly by
      such Person for such period;

     

    (10) any
      non-cash impairment charges resulting from the application of Statement of
      Financial Accounting Standards (“SFAS”)
      Nos.
      142 and 144 and the amortization of intangibles arising pursuant to SFAS No.
      141
      shall be excluded;

     

    (11) any
      non-cash expense realized or resulting from stock option plans, employee benefit
      plans or post-employment benefit plans, grants of stock appreciation or similar
      rights, stock options or other rights to officers, directors and employees
      of
      such Person or any of its Restricted Subsidiaries shall be
      excluded;

     

    (12) any
      (a)
      severance or relocation costs or expenses, (b) one-time non-cash compensation
      charges, (c) the costs and expenses after the Issue Date related to employment
      of terminated employees, (d) costs or expenses realized in connection with,
      resulting from or in anticipation of the Transactions or (e) costs or expenses
      realized in connection with or resulting from stock appreciation or similar
      rights, stock options or other rights existing on the Issue Date of officers,
      directors and employees, in each case of such Person or any of its Restricted
      Subsidiaries, shall be excluded;

     

    (13) accruals
      and reserves that are established within 12 months after the Issue Date and
      that
      are so required to be established in accordance with GAAP shall be
      excluded;

     

    (14) solely
      for purposes of calculating EBITDA, (a) the Net Income of any Person and its
      Restricted Subsidiaries shall be calculated without deducting the income
      attributable to, or adding the losses attributable to, the minority equity
      interests of third parties in any non-wholly-owned Restricted Subsidiary except
      to the extent of dividends declared or paid in respect of such period or any
      prior period on the shares of Capital Stock of such Restricted Subsidiary held
      by such third parties and (b) any ordinary course

     


    
      
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    dividend,
      distribution or other payment paid in cash and received from any Person in
      excess of amounts included in clause (7) above shall be included;

     

    (15) (a)(i)
      the non-cash portion of “straight-line”
      rent
      expense shall be excluded and (ii) the cash portion of “straight-line”
      rent
      expense which exceeds the amount expensed in respect of such rent expense shall
      be included and (b) non-cash gains, losses, income and expenses resulting from
      fair value accounting required by Statement of Financial Accounting Standards
      No. 133 shall be excluded;

     

    (16) unrealized
      gains and losses relating to hedging transactions and mark-to-market of
      Indebtedness denominated in foreign currencies resulting from the applications
      of Financial Accounting Standards 52 shall be excluded; and

     

    (17) solely
      for the purpose of calculating Restricted Payments, the difference, if positive,
      of the Consolidated Taxes of the Issuer calculated in accordance with GAAP
      and
      the actual Consolidated Taxes paid in cash by the Issuer during any Reference
      Period shall be included.

     

    Notwithstanding
      the foregoing, for the purpose of Section 4.04 only, there shall be excluded
      from Consolidated Net Income any dividends, repayments of loans or advances
      or
      other transfers of assets from Unrestricted Subsidiaries of the Issuer or a
      Restricted Subsidiary of the Issuer to the extent such dividends, repayments
      or
      transfers increase the amount of Restricted Payments permitted under clauses
      (E)
      and (F) of the definition of “Cumulative Credit.”

     

    “Consolidated
      Non-cash Charges” means, with respect to any Person for any period, the
      aggregate depreciation, amortization and other non-cash expenses of such Person
      and its Restricted Subsidiaries reducing Consolidated Net Income of such Person
      for such period on a consolidated basis and otherwise determined in accordance
      with GAAP, but excluding any such charge which consists of or requires an
      accrual of, or cash reserve for, anticipated cash charges for any future
      period.

     

    “Consolidated
      Taxes” means provision for taxes based on income, profits or capital, including,
      without limitation, state, franchise and similar taxes and any Tax Distributions
      taken into account in calculating Consolidated Net Income.

     

    “Contingent
      Obligations” means, with respect to any Person, any obligation of such Person
      guaranteeing any leases, dividends or other obligations that do not constitute
      Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
      in any manner, whether directly or indirectly, including, without limitation,
      any obligation of such Person, whether or not contingent:

     

    (1) to
      purchase any such primary obligation or any property constituting direct or
      indirect security therefor,

     

    (2) to
      advance or supply funds:

     

    (a) for
      the
      purchase or payment of any such primary obligation; or

     


    
      
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    (b) to
      maintain working capital or equity capital of the primary obligor or otherwise
      to maintain the net worth or solvency of the primary obligor; or

     

    (3) to
      purchase property, securities or services primarily for the purpose of assuring
      the owner of any such primary obligation of the ability of the primary obligor
      to make payment of such primary obligation against loss in respect
      thereof.

     

    “Contribution
      Indebtedness” means Indebtedness of the Issuer or any Guarantor in an aggregate
      principal amount not greater than twice the aggregate amount of cash
      contributions (other than Excluded Contributions) made to the capital of the
      Issuer or any such Guarantor after the Issue Date; provided that:

     

    (1) such
      cash
      contributions have not been used to make a Restricted Payment,

     

    (2) if
      the
      aggregate principal amount of such Contribution Indebtedness is greater than
      the
      aggregate amount of such cash contributions to the capital of the Issuer or
      any
      such Guarantor, as the case may be, the amount in excess shall be Indebtedness
      (other than Secured Indebtedness) with a Stated Maturity later than the Stated
      Maturity of the Securities, and

     

    (3) such
      Contribution Indebtedness (a) is Incurred within 180 days after the making
      of
      such cash contributions and (b) is so designated as Contribution Indebtedness
      pursuant to an Officers’
      Certificate on the Incurrence date thereof.

     

    “Credit
      Agreement” means (i) the credit agreement entered into in connection with, and
      on or prior to, the consummation of the Acquisition, as amended, restated,
      supplemented, waived, replaced (whether or not upon termination, and whether
      with the original lenders or otherwise), restructured, repaid, refunded,
      refinanced or otherwise modified from time to time, including any agreement
      or
      indenture extending the maturity thereof, refinancing, replacing or otherwise
      restructuring all or any portion of the Indebtedness under such agreement or
      agreements or indenture or indentures or any successor or replacement agreement
      or agreements or indenture or indentures or increasing the amount loaned or
      issued thereunder or altering the maturity thereof, among the Issuer, the
      guarantors named therein, the financial institutions named therein, and Credit
      Suisse, as Administrative Agent, and (ii) whether or not the credit agreement
      referred to in clause (i) remains outstanding, if designated by the Issuer
      to be
      included in the definition of “Credit Agreement,” one or more (A) debt
      facilities or commercial paper facilities, providing for revolving credit loans,
      term loans, receivables financing (including through the sale of receivables
      to
      lenders or to special purpose entities formed to borrow from lenders against
      such receivables) or letters of credit, (B) debt securities, indentures or
      other
      forms of debt financing (including convertible or exchangeable debt instruments
      or bank guarantees or bankers’ acceptances), or (C) instruments or agreements
      evidencing any other Indebtedness, in each case, with the same or different
      borrowers or issuers and, in each case, as amended, supplemented, modified,
      extended, restructured, renewed, refinanced, restated, replaced or refunded
      in
      whole or in part from time to time.

     

    “Credit
      Agreement Documents” means the Credit Agreement, any notes issued pursuant
      thereto and the guarantees thereof, and the collateral documents relating
      thereto, as

     


    
      
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    amended,
      supplemented, restated, renewed, refunded, replaced, restructured, repaid,
      refinanced or otherwise modified from time to time.

     

    “Cumulative
      Credit” means the sum of (without duplication):

     

    (A) 50%
      of
      the Consolidated Net Income of the Issuer for the period (taken as one
      accounting period, the “Reference
      Period”)
      from
      July 1, 2006 to the end of the Issuer’s
      most
      recently ended fiscal quarter for which internal financial statements are
      available at the time of such Restricted Payment (or, in the case such
      Consolidated Net Income for such period is a deficit, minus 100% of such
      deficit), plus

     

    (B) 100%
      of
      the aggregate net proceeds, including cash and the Fair Market Value (as
      determined in good faith by Issuer) of property other than cash, received by
      the
      Issuer after the Issue Date from the issue or sale of Equity Interests of the
      Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded
      Contributions, Disqualified Stock and the Cash Contribution Amount), including
      Equity Interests issued upon conversion of Indebtedness or Disqualified Stock
      or
      upon exercise of warrants or options (other than an issuance or sale to a
      Restricted Subsidiary of the Issuer or an employee stock ownership plan or
      trust
      established by the Issuer or any of its Subsidiaries), plus

     

    (C) 100%
      of
      the aggregate amount of contributions to the capital of the Issuer received
      in
      cash and the Fair Market Value (as determined in good faith by the Issuer)
      of
      property other than cash after the Issue Date (other than Excluded
      Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified
      Stock and the Cash Contribution Amount), plus

     

    (D) the
      principal amount of any Indebtedness, or the liquidation preference or maximum
      fixed repurchase price, as the case may be, of any Disqualified Stock of the
      Issuer or any Restricted Subsidiary thereof issued after the Issue Date (other
      than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary)
      which
      has been converted into or exchanged for Equity Interests in the Issuer (other
      than Disqualified Stock) or any direct or indirect parent of the Issuer
      (provided in the case of any parent, such Indebtedness or Disqualified Stock
      is
      retired or extinguished), plus

     

    (E) 100%
      of
      the aggregate amount received by the Issuer or any Restricted Subsidiary in
      cash
      and the Fair Market Value (as determined in good faith by the Issuer) of
      property other than cash received by the Issuer or any Restricted Subsidiary
      from:

     

    (I) the
      sale
      or other disposition (other than to the Issuer or a Restricted Subsidiary of
      the
      Issuer) of Restricted Investments made by the Issuer and its Restricted
      Subsidiaries and from repurchases and redemptions of such Restricted Investments
      from the Issuer and its Restricted Subsidiaries by any Person (other than the
      Issuer or any of its Restricted Subsidiaries) and from repayments of loans
      or
      advances which constituted Restricted Investments (other than in each case
      to
      the extent that the Restricted Investment was made pursuant to clause (vii)
      or
      (x) of Section 4.04(b)),

     


    
      
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    (II) the
      sale
      (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the
      Capital Stock of an Unrestricted Subsidiary, or

     

    (III) a
      distribution or dividend from an Unrestricted Subsidiary, plus

     

    (F) in
      the
      event any Unrestricted Subsidiary of the Issuer has been redesignated as a
      Restricted Subsidiary or has been merged, consolidated or amalgamated with
      or
      into, or transfers or conveys its assets to, or is liquidated into, the Issuer
      or a Restricted Subsidiary, the Fair Market Value (as determined in good faith
      by the Issuer or, if such Fair Market Value may exceed $25.0 million, in writing
      by an Independent Financial Advisor) of the Investment of the Issuer in such
      Unrestricted Subsidiary at the time of such redesignation, combination or
      transfer (or of the assets transferred or conveyed, as applicable), after taking
      into account any Indebtedness associated with the Unrestricted Subsidiary so
      designated or combined or any Indebtedness associated with the assets so
      transferred or conveyed (other than in each case to the extent that the
      designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant
      to clause (vii) or (x) of Section 4.04(b) or constituted a Permitted
      Investment).

     

    “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 Issuer or one of its Restricted Subsidiaries in connection
      with
      an Asset Sale that is so designated as Designated Non-cash Consideration
      pursuant to an Officers’ Certificate, setting forth the basis of such valuation,
      less the amount of Cash Equivalents received in connection with a subsequent
      sale of such Designated Non-cash Consideration.

     

    “Designated
      Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect
      parent of the Issuer, as applicable (other than Disqualified Stock), that is
      issued for cash (other than to the Issuer or any of its Subsidiaries or an
      employee stock ownership plan or trust established by the Issuer or any of
      its
      Subsidiaries) and is so designated as Designated Preferred Stock, pursuant
      to an
      Officers’ Certificate, on the issuance date thereof.

     

    “Destruction”
      means any damage to, loss or destruction of all or any portion of the
      Collateral.

     

    “Determination
      Date” with respect to an Interest Period will be the second London Banking Day
      preceding the first day of such Interest Period.

     

    “Discharge
      of Senior Lender Claims” shall mean, except to the extent otherwise provided in
      the Intercreditor Agreement, payment in full in cash (except for contingent
      indemnities and cost and reimbursement obligations to the extent no claim has
      been made) of (a) all Obligations in respect of all outstanding First Priority
      Lien Obligations and, with respect to letters of credit or letter of credit
      guaranties outstanding thereunder, delivery of cash collateral or backstop
      letters of credit in respect thereof in compliance with the Credit Agreement,
      in
      each case after or concurrently with the termination of all commitments to
      extend credit thereunder and (b) any other First Priority Lien Obligations
      that
      are due and payable or otherwise accrued and owing at or prior to the time
      such
      principal and interest are paid; provided that the Discharge

     


    
      
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    of
      Senior
      Lender Claims shall not be deemed to have occurred if such payments are made
      with the proceeds of other First Priority Lien Obligations that constitute
      an
      exchange or replacement for or a refinancing of such Obligations or First
      Priority Lien Obligations. In the event the First Priority Lien Obligations
      are
      modified and the Obligations are paid over time or otherwise modified pursuant
      to Section 1129 of the Bankruptcy Code, the First Priority Lien Obligations
      shall be deemed to be discharged when the final payment is made, in cash, in
      respect of such indebtedness and any obligations pursuant to such new
      indebtedness shall have been satisfied.

     

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

     

    (1) matures
      or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
      (other than as a result of a change of control or asset sale; provided
      that the
      relevant asset sale or change of control provisions, taken as a whole, are
      no
      more favorable in any material respect to holders of such Capital Stock than
      the
      asset sale and change of control provisions applicable to the Securities and
      any
      purchase requirement triggered thereby may not become operative until compliance
      with the asset sale and change of control provisions applicable to the
      Securities (including the purchase of any Securities tendered pursuant
      thereto)),

     

    (2) is
      convertible or exchangeable for Indebtedness or Disqualified Stock of such
      Person, or

     

    (3) is
      redeemable at the option of the holder thereof, in whole or in
      part,

     

    in
      each
      case prior to 91 days after the maturity date of the Securities; provided,
      however,
      that
      only the portion of Capital Stock which so matures or is mandatorily redeemable,
      is so convertible or exchangeable or is so redeemable at the option of the
      holder thereof prior to such date shall be deemed to be Disqualified Stock;
      provided,
      further,
      however, that if such Capital Stock is issued to any employee or to any plan
      for
      the benefit of employees of the Issuer or its Subsidiaries or by any such plan
      to such employees, such Capital Stock shall not constitute Disqualified Stock
      solely because it may be required to be repurchased by the Issuer in order
      to
      satisfy applicable statutory or regulatory obligations or as a result of such
      employee’s termination, death or disability; provided,
      further,
      that
      any class of Capital Stock of such Person that by its terms authorizes such
      Person to satisfy its obligations thereunder by delivery of Capital Stock that
      is not Disqualified Stock shall not be deemed to be Disqualified
      Stock.

     

    “Domestic
      Subsidiary” means a Restricted Subsidiary that is not a Foreign
      Subsidiary.

     

    “EBITDA”
      means, with respect to any Person for any period, the Consolidated Net Income
      of
      such Person for such period plus, without duplication, to the extent the same
      was deducted in calculating Consolidated Net Income:

     

    (1) Consolidated
      Taxes; plus

     


    
      
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    (2) Consolidated
      Interest Expense; plus

     

    (3) Consolidated
      Non-cash Charges; plus

     

    (4) business
      optimization expenses and other restructuring charges or expenses (which, for
      the avoidance of doubt, shall include, without limitation, the effect of
      inventory optimization programs, plant closures, retention, systems
      establishment costs and excess pension charges); provided
      that
      with respect to each business optimization expense or other restructuring
      charge, the Issuer shall have delivered to the Trustee an Officers’
      Certificate specifying and quantifying such expense or charge and stating that
      such expense or charge is a business optimization expense or other restructuring
      charge, as the case may be; plus

     

    (5) the
      amount of management, monitoring, consulting and advisory fees and related
      expenses paid to the Sponsors (or any accruals relating to such fees and related
      expenses) during such period pursuant to the terms of the agreements between
      the
      Sponsors and the Issuer and its Subsidiaries as described with particularity
      in
      the Offering Memorandum and as in effect on the Issue Date;

     

    less,
      without duplication,

     

    (6) non-cash
      items increasing Consolidated Net Income for such period (excluding the
      recognition of deferred revenue or any items which represent the reversal of
      any
      accrual of, or cash reserve for, anticipated cash charges in any prior period
      and any items for which cash was received in a prior period).

     

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

     

    “Equity
      Offering” means any public or private sale after the Issue Date of common stock
      or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer,
      as applicable (other than Disqualified Stock), other than:

     

    (1) public
      offerings with respect to the Issuer’s
      or such
      direct or indirect parent’s
      common
      stock registered on Form S-8; and

     

    (2) any
      such
      public or private sale that constitutes an Excluded Contribution.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the SEC promulgated thereunder.

     

    “Exchange
      Offer Registration Statement” means the registration statement filed with the
      SEC in connection with the Registered Exchange Offer.

     

    “Excluded
      Contributions” means the Cash Equivalents or other assets (valued at their Fair
      Market Value as determined in good faith by senior management or the Board
      of
      Directors of the Issuer) received by the Issuer after the Issue Date
      from:

     


    
      
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    (1) contributions
      to its common equity capital, and

     

    (2) the
      sale
      (other than to a Subsidiary of the Issuer or to any Subsidiary management equity
      plan or stock option plan or any other management or employee benefit plan
      or
      agreement) of Capital Stock (other than Disqualified Stock and Designated
      Preferred Stock) of the Issuer,

     

    in
      each
      case designated as Excluded Contributions pursuant to an Officers’ Certificate
      on or promptly after the date such capital contributions are made or the date
      such Capital Stock is sold, as the case may be.

     

    “Fair
      Market Value” means, with respect to any asset or property, the price which
      could be negotiated in an arm’s-length, free market transaction, for cash,
      between a willing seller and a willing and able buyer, neither of whom is under
      undue pressure or compulsion to complete the transaction.

     

    “First
      Lien Agent” has the meaning given to such term in the Intercreditor Agreement.


     

    “First
      Priority After-Acquired Property” means any property (other than the initial
      collateral) of the Issuer or any Guarantor that secures any Secured Bank
      Indebtedness.

     

    “First
      Priority Lien Obligations” means (i) all Secured Bank Indebtedness, (ii) all
      other Obligations (not constituting Indebtedness) of the Issuer and its
      Restricted Subsidiaries under the agreements governing Secured Bank Indebtedness
      and (iii) all other Obligations of the Issuer or any of its Restricted
      Subsidiaries in respect of Hedging Obligations or Obligations in respect of
      cash
      management services, in each case owing to a Person that is a holder of
      Indebtedness described in clause (i) or Obligations described in clause (ii)
      or
      an Affiliate of such holder at the time of entry into such Hedging Obligations
      or Obligations in respect of cash management services.

     

    “Fixed
      Charge Coverage Ratio” means, with respect to any Person for any period, the
      ratio of EBITDA of such Person for such period to the Fixed Charges of such
      Person for such period. In the event that the Issuer or any of its Restricted
      Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other
      than
      in the case of revolving credit borrowings or revolving advances under any
      Qualified Receivables Financing, in which case interest expense shall be
      computed based upon the average daily balance of such Indebtedness during the
      applicable period) or issues, repurchases or redeems Disqualified Stock or
      Preferred Stock subsequent to the commencement of the period for which the
      Fixed
      Charge Coverage Ratio is being calculated but prior to the event for which
      the
      calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”),
      then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
      to such Incurrence, repayment, repurchase or redemption of Indebtedness, or
      such
      issuance, repurchase or redemption of Disqualified Stock or Preferred Stock,
      as
      if the same had occurred at the beginning of the applicable four-quarter
      period.

     

    For
      purposes of making the computation referred to above, Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (as determined
      in accordance with GAAP), in each case with respect to an operating unit of
      a
      business, and any

     


    
      
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    operational
      changes that the Issuer or any of its Restricted Subsidiaries has determined
      to
      make and/or made after the Issue Date and during the four-quarter reference
      period or subsequent to such reference period and on or prior to or
      simultaneously with the Calculation Date (each, for purposes of this definition,
      a “pro forma event”) shall be calculated on a pro forma basis assuming that all
      such Investments, acquisitions, dispositions, mergers, consolidations (including
      the Transactions) discontinued operations and operational changes (and the
      change of any associated fixed charge obligations and the change in EBITDA
      resulting therefrom) had occurred on the first day of the four-quarter reference
      period. If since the beginning of such period any Person that subsequently
      became a Restricted Subsidiary or was merged with or into the Issuer or any
      Restricted Subsidiary since the beginning of such period shall have made any
      Investment, acquisition, disposition, merger, consolidation, discontinued
      operation or operational change, in each case with respect to an operating
      unit
      of a business, that would have required adjustment pursuant to this definition,
      then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
      thereto for such period as if such Investment, acquisition, disposition,
      discontinued operation, merger, consolidation or operational change had occurred
      at the beginning of the applicable four-quarter period.

     

    For
      purposes of this definition, whenever pro forma effect is to be given to any
      pro
      forma event, the pro forma calculations shall be made in good faith by a
      responsible financial or accounting officer of the Issuer. Any such pro forma
      calculation may include adjustments appropriate, in the reasonable good faith
      determination of the Issuer as set forth in an Officers’ Certificate, to reflect
      (1) operating expense reductions and other operating improvements or synergies
      reasonably expected to result from the applicable pro forma event (including,
      to
      the extent applicable, from the Transactions), and (2) all adjustments of the
      nature used in connection with the calculation of “Adjusted EBITDA” as set forth
      in footnote 4 to the “Summary Historical and Unaudited Pro Forma Financial Data”
under “Offering Memorandum Summary” in the Offering Memorandum to the extent
      such adjustments, without duplication, continue to be applicable to such
      four-quarter period.

     

    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 Calculation Date had been the applicable rate for the entire
      period (taking into account any Hedging Obligations applicable to such
      Indebtedness if such Hedging Obligation has a remaining term in excess of 12
      months). Interest on a Capitalized Lease Obligation shall be deemed to accrue
      at
      an interest rate reasonably determined by a responsible financial or accounting
      officer of the Issuer to be the rate of interest implicit in such Capitalized
      Lease Obligation in accordance with GAAP. For purposes of making the computation
      referred to above, interest on any Indebtedness under a revolving credit
      facility computed on a pro forma basis shall be computed based upon the average
      daily balance of such Indebtedness during the applicable period. Interest on
      Indebtedness that may optionally be determined at an interest rate based upon
      a
      factor of a prime or similar rate, a eurocurrency interbank offered rate, or
      other rate, shall be deemed to have been based upon the rate actually chosen,
      or, if none, then based upon such optional rate chosen as the Issuer may
      designate. 

     

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

     


    
      
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    (1) Consolidated
      Interest Expense of such Person for such period, and

     

    (2) all
      cash
      dividend payments (excluding items eliminated in consolidation) on any series
      of
      Preferred Stock or Disqualified Stock of such Person and its Restricted
      Subsidiaries.

     

    “Foreign
      Subsidiary” means a Restricted Subsidiary not organized or existing under the
      laws of the United States of America or any state or territory thereof or the
      District of Columbia and any direct or indirect subsidiary of such Restricted
      Subsidiary.

     

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


     

    “Guarantee”
      means any guarantee of the obligations of the Issuer under this Indenture and
      the Securities by any Person in accordance with the provisions of this
      Indenture.

     

    “guarantee”
      means a guarantee (other than by endorsement of negotiable instruments for
      collection in the ordinary course of business), direct or indirect, in any
      manner (including, without limitation, letters of credit and reimbursement
      agreements in respect thereof), of all or any part of any Indebtedness or other
      obligations.

     

    “Guarantor”
      means any Person that Incurs a Guarantee; provided
      that
      upon the release or discharge of such Person from its Guarantee in accordance
      with this Indenture, such Person ceases to be a Guarantor.

     

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

     

    (1) currency
      exchange, interest rate or commodity swap agreements, currency exchange,
      interest rate or commodity cap agreements and currency exchange, interest rate
      or commodity collar agreements; and

     

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

     

    “Holder”
      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 or Capital Stock of a Person existing at the time such Person
      becomes a Subsidiary (whether by merger, amalgamation, consolidation,
      acquisition or otherwise) shall be deemed to be Incurred by such Person at
      the
      time it becomes a Subsidiary.

     

    “Indebtedness”
      means, with respect to any Person:

     


    
      
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    (1) the
      principal and premium (if any) of any indebtedness of such Person, whether
      or
      not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes,
      debentures or similar instruments or letters of credit or bankers’ acceptances
      (or, without duplication, reimbursement agreements in respect thereof), (c)
      representing the deferred and unpaid purchase price of any property, except
      any
      such balance that constitutes a trade payable or similar obligation to a trade
      creditor due within six months from the date on which it is Incurred, in each
      case Incurred in the ordinary course of business, which purchase price is due
      more than six months after the date of placing the property in service or taking
      delivery and title thereto, (d) in respect of Capitalized Lease Obligations,
      or
      (e) representing any Hedging Obligations, if and to the extent that any of
      the
      foregoing indebtedness (other than letters of credit and Hedging Obligations)
      would appear as a liability on a balance sheet (excluding the footnotes thereto)
      of such Person prepared in accordance with GAAP;

     

    (2) to
      the
      extent not otherwise included, any obligation of such Person to be liable for,
      or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another
      Person (other than by endorsement of negotiable instruments for collection
      in
      the ordinary course of business);

     

    (3) to
      the
      extent not otherwise included, Indebtedness of another Person secured by a
      Lien
      on any asset owned by such Person (whether or not such Indebtedness is assumed
      by such Person); provided,
      however,
      that
      the amount of such Indebtedness will be the lesser of: (a) the Fair Market
      Value
      of such asset at such date of determination, and (b) the amount of such
      Indebtedness of such other Person; and

     

    (4) to
      the
      extent not otherwise included, with respect to the Issuer and its Restricted
      Subsidiaries, the amount then outstanding (i.e.,
      advanced, and received by, and available for use by, the Issuer or any of its
      Restricted Subsidiaries) under any Receivables Financing (as set forth in the
      books and records of the Issuer or any Restricted Subsidiary and confirmed
      by
      the agent, trustee or other representative of the institution or group providing
      such Receivables Financing);

     

    provided,
      however,
      that
      notwithstanding the foregoing, Indebtedness shall be deemed not to include
      (1)
      Contingent Obligations incurred in the ordinary course of business and not
      in
      respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price
      holdbacks in respect of a portion of the purchase price of an asset to satisfy
      warranty or other unperformed obligations of the respective seller; (4)
      Obligations under or in respect of Qualified Receivables Financing or (5)
      obligations under the Acquisition Documents.

     

    Notwithstanding
      anything in this Indenture to the contrary, Indebtedness shall not include,
      and
      shall be calculated without giving effect to, the effects of Statement of
      Financial Accounting Standards No. 133 and related interpretations to the extent
      such effects would otherwise increase or decrease an amount of Indebtedness
      for
      any purpose under this Indenture as a result of accounting for any embedded
      derivatives created by the terms of such Indebtedness; and any such amounts
      that
      would have constituted Indebtedness under this Indenture but for the application
      of this sentence shall not be deemed an Incurrence of Indebtedness under this
      Indenture.

     


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

     

    “Independent
      Financial Advisor” means an accounting, appraisal or investment banking firm or
      consultant, in each case of nationally recognized standing, that is, in the
      good
      faith determination of the Issuer, qualified to perform the task for which
      it
      has been engaged.

     

    “Intercreditor
      Agreement” means the intercreditor agreement among Credit Suisse, as agent under
      the Credit Agreement Documents, the Trustee, the Issuer, Berry Plastics Group,
      Inc. and each Guarantor, as it may be amended from time to time in accordance
      with this Indenture.

     

    “Interest
      Period” means the period commencing on and including an interest payment date
      and ending on and including the day immediately preceding the next succeeding
      interest payment date, with the exception that the first Interest Period shall
      commence on and include the Issue Date and end on and include December 14,
      2006.

     

    “Investment
      Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
      Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any
      other Rating Agency.

     

    “Investment
      Grade Securities” means:

     

    (1) securities
      issued or directly and fully guaranteed or insured by the U.S. government or
      any
      agency or instrumentality thereof (other than Cash Equivalents),

     

    (2) securities
      that have a rating equal to or higher than Baa3 (or equivalent) by
      Moody’s
      or BBB-
      (or equivalent) by S&P, or an equivalent rating by any other Rating Agency,
      but excluding any debt securities or loans or advances between and among the
      Issuer and its Subsidiaries;

     

    (3) investments
      in any fund that invests exclusively in investments of the type described in
      clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
      investment and/or distribution, and

     

    (4) corresponding
      instruments in countries other than the United States customarily utilized
      for
      high quality investments and in each case with maturities not exceeding two
      years from the date of acquisition.

     

    “Investments”
      means, with respect to any Person, all investments by such Person in other
      Persons (including Affiliates) in the form of loans (including guarantees),
      advances or capital contributions (excluding accounts receivable, trade credit
      and advances to customers and commission, travel and similar advances to
      officers, employees and consultants made in the ordinary course of business),
      purchases or other acquisitions for consideration of Indebtedness, Equity
      Interests or other securities issued by any other Person and investments that
      are required by GAAP to be classified on the balance sheet of the Issuer in
      the
      same manner as the other investments included in this definition to the extent
      such transactions involve the transfer of cash or other property. For purposes
      of the definition of “Unrestricted Subsidiary” and Section 4.04:

     


    
      
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    (1) “Investments”
      shall include the portion (proportionate to the Issuer’s equity interest in such
      Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the
      Issuer 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 Issuer
      shall be deemed to continue to have a permanent “Investment” in an Unrestricted
      Subsidiary equal to an amount (if positive) equal to:

     

    (a) the
      Issuer’s
      “Investment”
      in such
      Subsidiary at the time of such redesignation less

     

    (b) the
      portion (proportionate to the Issuer’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 of the Issuer.

     

    “Issue
      Date” means September 20, 2006, the date on which the Securities are originally
      issued.

     

    “Issuer”
      means (i) Merger Sub, prior to the merger of Merger Sub with and into the
      Company pursuant to the Merger Agreement, and (ii) the Company, but not any
      of its Subsidiaries, following the merger.

     

    “LIBOR,”
      with respect to an Interest Period, will be the rate (expressed as a percentage
      per annum) for deposits in U.S. dollars for a three-month period beginning
      on
      the second London Banking Day after the Determination Date that appears on
      Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date.
      If
      Telerate Page 3750 does not include such a rate or is unavailable on a
      Determination Date, the Calculation Agent will request the principal London
      office of each of four major banks in the London interbank market, as selected
      by the Calculation Agent, to provide such bank’s offered quotation (expressed as
      a percentage per annum), as of approximately 11:00 a.m., London time, on such
      Determination Date, to prime banks in the London interbank market for deposits
      in a Representative Amount in U.S. dollars for a three-month period beginning
      on
      the second London Banking Day after the Determination Date. If at least two
      such
      offered quotations are so provided, the rate for the Interest Period will be
      the
      arithmetic mean of such quotations. If fewer than two such quotations are so
      provided, the Calculation Agent will request each of three major banks in New
      York City, as selected by the Calculation Agent, to provide such bank’s rate
      (expressed as a percentage per annum), as of approximately 11:00 a.m., New
      York
      City time, on such Determination Date, for loans in a Representative Amount
      in
      U.S. dollars to leading European banks for a three-month period beginning on
      the
      second London Banking Day after the Determination Date. If at least two such
      rates are so provided, the rate for the Interest Period will be the arithmetic
      mean of such rates. If fewer than two such rates are so provided, then the
      rate
      for the Interest Period will be the rate in effect with respect to the
      immediately preceding Interest Period.

     


    
      
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    “Lien”
      means, with respect to any asset, any mortgage, lien, pledge, charge, security
      interest or encumbrance of any kind in respect of such asset, whether or not
      filed, recorded or otherwise perfected under applicable law (including any
      conditional sale or other title retention agreement, any lease in the nature
      thereof, any option or other agreement to sell or give a security interest
      in
      and any filing of or agreement to give any financing statement under the Uniform
      Commercial Code (or equivalent statutes) of any jurisdiction); provided
      that in
      no event shall an operating lease be deemed to constitute a Lien.

     

    “London
      Banking Day” is any day on which dealings in U.S. dollars are transacted or,
      with respect to any future date, are expected to be transacted in the London
      interbank market.

     

    “Management
      Group” means the group consisting of the directors, executive officers and other
      management personnel of the Issuer or any direct or indirect parent of the
      Issuer, as the case may be, on the Issue Date together with (1) any new
      directors whose election by such boards of directors or whose nomination for
      election by the shareholders of the Issuer or any direct or indirect parent
      of
      the Issuer, as applicable, was approved by a vote of a majority of the directors
      of the Issuer or any direct or indirect parent of the Issuer, as applicable,
      then still in office who were either directors on the Issue Date or whose
      election or nomination was previously so approved and (2) executive officers
      and
      other management personnel of the Issuer or any direct or indirect parent of
      the
      Issuer, as applicable, hired at a time when the directors on the Issue Date
      together with the directors so approved constituted a majority of the directors
      of the Issuer or any direct or indirect parent of the Issuer, as
      applicable.

     

    “Merger
      Agreement” means the agreement and plan of merger, dated as of June 28, 2006, by
      and among BPC Holding Corporation, Merger Sub and BPC Holding Acquisition Corp.,
      a Delaware corporation, as amended, supplemented or modified from time to time
      prior to the Issue Date or thereafter (so long as any amendment, supplement
      or
      modification after the Issue Date, together with all other amendments,
      supplements and modifications after the Issue Date, taken as a whole, is not
      more disadvantageous to the Holders in any material respect than the Merger
      Agreement as in effect on the Issue Date).

     

    “Merger
      Sub” has the meaning given such term in the Preamble of this Indenture.


     

    “Moody’s”
      means Moody’s Investors Service, Inc. or any successor to the rating agency
      business thereof.

     

    “Net
      Income” means, with respect to any Person, the net income (loss) of such Person,
      determined in accordance with GAAP and before any reduction in respect of
      Preferred Stock dividends.

     

    “Net
      Insurance Proceeds” means the insurance proceeds (excluding liability insurance
      proceeds payable to the Trustee for any loss, liability or expense incurred
      by
      it and excluding the proceeds of business interruption insurance) or
      condemnation awards actually received by the Issuer or any Restricted Subsidiary
      as a result of the Destruction or Taking of all or any portion of the
      Collateral, net of:

     


    
      
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    (1) reasonable
      out-of-pocket expenses and fees relating to such Taking or Destruction
      (including, without limitation, expenses of attorneys and insurance adjusters);
      and

     

    (2) repayment
      of Indebtedness that is secured by the property or assets that are the subject
      of such Taking or Destruction; provided that, in the case of any Destruction
      or
      Taking involving Collateral, the Lien securing such Indebtedness constitutes
      a
      Lien permitted by this Indenture to be senior to the Second Priority
      Liens.

     

    “Net
      Proceeds” means the aggregate cash proceeds received by the Issuer or any of its
      Restricted Subsidiaries in respect of any Asset Sale (including, without
      limitation, any cash received in respect of or upon the sale or other
      disposition of any Designated Non-cash Consideration received in any Asset
      Sale
      and any cash payments received by way of deferred payment of principal pursuant
      to a note or installment receivable or otherwise, but only as and when received,
      but excluding the assumption by the acquiring Person of Indebtedness relating
      to
      the disposed assets or other consideration received in any other non-cash form),
      net of the direct costs relating to such Asset Sale and the sale or disposition
      of such Designated Non-cash Consideration (including, without limitation, legal,
      accounting and investment banking fees, and brokerage and sales commissions),
      and any relocation expenses Incurred as a result thereof, taxes paid or payable
      as a result thereof (after taking into account any available tax credits or
      deductions and any tax sharing arrangements related thereto), amounts required
      to be applied to the repayment of principal, premium (if any) and interest
      on
      Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid
      as
      a result of such transaction, and any deduction of appropriate amounts to be
      provided by the Issuer as a reserve in accordance with GAAP against any
      liabilities associated with the asset disposed of in such transaction and
      retained by the Issuer after such sale or other disposition thereof, including,
      without limitation, pension and other post-employment benefit liabilities and
      liabilities related to environmental matters or against any indemnification
      obligations associated with such transaction.

     

    “Obligations”
      means any principal, interest, penalties, fees, indemnifications, reimbursements
      (including, without limitation, reimbursement obligations with respect to
      letters of credit and bankers’ acceptances), damages and other liabilities
      payable under the documentation governing any Indebtedness; provided
      that
      Obligations with respect to the Securities shall not include fees or
      indemnifications in favor of the Trustee and other third parties other than
      the
      Holders of the Securities.

     

    “Offering
      Memorandum” means the offering memorandum relating to the offering of the
      Original Securities dated September 15, 2006.

     

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

     

    “Officers’
      Certificate” means a certificate signed on behalf of the Issuer by two Officers
      of the Issuer, one of whom must be the principal executive officer, the
      principal financial officer, the treasurer or the principal accounting officer
      of the Issuer that meets the requirements set forth in this
      Indenture.

     


    
      
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    “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 Issuer or the
      Trustee.

     

    “Other
      Second-Lien Obligations” means other Indebtedness of the Issuer and its
      Restricted Subsidiaries that is equally and ratably secured with the Securities
      and is designated by the Issuer as an Other Second-Lien Obligation.

     

    “Pari
      Passu Indebtedness” means:

     

    (1) with
      respect to the Issuer, the Securities and any Indebtedness which ranks pari
      passu in right of payment to the Securities; and

     

    (2) with
      respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari
      passu in right of payment to such Guarantor’s
      Guarantee.

     

    “Permitted
      Holders” means, at any time, each of (i) the Sponsors and (ii) the Management
      Group. Any person or group whose acquisition of beneficial ownership constitutes
      a Change of Control in respect of which a Change of Control Offer is made in
      accordance with the requirements of this Indenture will thereafter, together
      with its Affiliates, constitute an additional Permitted Holder.

     

    “Permitted
      Investments” means:

     

    (1) any
      Investment in the Issuer or any Restricted Subsidiary;

     

    (2) any
      Investment in Cash Equivalents or Investment Grade Securities;

     

    (3) any
      Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person
      if as a result of such Investment (a) such Person becomes a Restricted
      Subsidiary of the Issuer, or (b) such Person, in one transaction or a series
      of
      related transactions, is merged, consolidated or amalgamated with or into,
      or
      transfers or conveys all or substantially all of its assets to, or is liquidated
      into, the Issuer or a Restricted Subsidiary of the Issuer;

     

    (4) any
      Investment in securities or other assets not constituting Cash Equivalents
      and
      received in connection with an Asset Sale made pursuant to the provisions of
      Section 4.06 or any other disposition of assets not constituting an Asset
      Sale;

     

    (5) any
      Investment existing on, or made pursuant to binding commitments existing on,
      the
      Issue Date;

     

    (6) advances
      to employees, taken together with all other advances made pursuant to this
      clause (6), not to exceed $15.0 million at any one time
      outstanding;

     

    (7) any
      Investment acquired by the Issuer or any of its Restricted Subsidiaries (a)
      in
      exchange for any other Investment or accounts receivable held by the Issuer
      or
      any

     


    
      
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    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
      Issuer 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;

     

    (8) Hedging
      Obligations permitted under Section 4.03(b)(x);

     

    (9) any
      Investment by the Issuer or any of its Restricted Subsidiaries in a Similar
      Business having an aggregate Fair Market Value, taken together with all other
      Investments made pursuant to this clause (9) that are at that time outstanding,
      not to exceed the greater of (x) $100.0 million and (y) 4.5% of Total Assets
      at
      the time of such Investment (with the Fair Market Value of each Investment
      being
      measured at the time made and without giving effect to subsequent changes in
      value); provided, however, that if any Investment pursuant to this clause (9)
      is
      made in any Person that is not a Restricted Subsidiary of the Issuer at the
      date
      of the making of such Investment and such Person becomes a Restricted Subsidiary
      of the Issuer after such date, such Investment shall thereafter be deemed to
      have been made pursuant to clause (1) above and shall cease to have been made
      pursuant to this clause (9) for so long as such Person continues to be a
      Restricted Subsidiary;

     

    (10) additional
      Investments by the Issuer or any of its Restricted Subsidiaries having an
      aggregate Fair Market Value, taken together with all other Investments made
      pursuant to this clause (10) that are at that time outstanding, not to exceed
      the greater of (x) $100.0 million and (y) 4.5% of Total Assets at the time
      of
      such Investment (with the Fair Market Value of each Investment being measured
      at
      the time made and without giving effect to subsequent changes in
      value);

     

    (11) loans
      and
      advances to officers, directors and employees for business-related travel
      expenses, moving expenses and other similar expenses, in each case Incurred
      in
      the ordinary course of business;

     

    (12) Investments
      the payment for which consists of Equity Interests of the Issuer (other than
      Disqualified Stock) or any direct or indirect parent of the Issuer, as
      applicable; provided, however, that such Equity Interests will not increase
      the
      amount available for Restricted Payments under clause (C) of the definition
      of
“Cumulative
      Credit”;

     

    (13) any
      transaction to the extent it constitutes an Investment that is permitted by
      and
      made in accordance with the provisions of Section 4.07(b) (except transactions
      described in clauses (ii), (vi), (vii) and (xi)(b) of such
      Section);

     

    (14) Investments
      consisting of the licensing or contribution of intellectual property pursuant
      to
      joint marketing arrangements with other Persons;

     

    (15) guarantees
      issued in accordance with Sections 4.03 and 4.11;

     


    
      
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    (16) Investments
      consisting of or to finance purchases and acquisitions of inventory, supplies,
      materials, services or equipment or purchases of contract rights or licenses
      or
      leases of intellectual property, in each case in the ordinary course of
      business;

     

    (17) any
      Investment in a Receivables Subsidiary or any Investment by a Receivables
      Subsidiary in any other Person in connection with a Qualified Receivables
      Financing, including Investments of funds held in accounts permitted or required
      by the arrangements governing such Qualified Receivables Financing or any
      related Indebtedness; provided,
      however,
      that
      any Investment in a Receivables Subsidiary is in the form of a Purchase Money
      Note, contribution of additional receivables or an equity interest;

     

    (18) additional
      Investments in joint ventures of the Issuer or any of its Restricted
      Subsidiaries existing on the Issue Date not to exceed at any one time in the
      aggregate outstanding, $15.0 million; and

     

    (19) Investments
      of a Restricted Subsidiary of the Issuer acquired after the Issue Date or of
      an
      entity merged into, amalgamated with, or consolidated with the Issuer or a
      Restricted Subsidiary of the Issuer in a transaction that is not prohibited
      by
      Section 5.01 after the Issue Date to the extent that such Investments were
      not
      made in contemplation of such acquisition, merger, amalgamation or consolidation
      and were in existence on the date of such acquisition, merger, amalgamation
      or
      consolidation.

     

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

     

    (1) pledges
      or deposits by such Person under workmen’s
      compensation laws, unemployment insurance laws or similar legislation, or good
      faith deposits in connection with bids, tenders, contracts (other than for
      the
      payment of Indebtedness) or leases to which such Person is a party, or deposits
      to secure public or statutory obligations of such Person or deposits of cash
      or
      U.S. 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;

     

    (3) Liens
      for
      taxes, assessments or other governmental charges not yet due or payable or
      subject to penalties for nonpayment or which are being contested in good faith
      by appropriate proceedings;

     

    (4) Liens
      in
      favor of issuers of performance and surety bonds or bid bonds or with respect
      to
      other regulatory requirements or letters of credit issued pursuant to the
      request of and for the account of such Person in the ordinary course of its
      business;

     


    
      
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    (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 properties 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) (A)
      Liens
      on assets of a Restricted Subsidiary that is not a Guarantor securing
      Indebtedness of such Restricted Subsidiary, permitted to be Incurred pursuant
      to
      Section 4.03, (B) Liens securing an aggregate principal amount of First Priority
      Lien Obligations not to exceed the greater of (x) the aggregate amount of
      Indebtedness permitted to be incurred pursuant to clause (i) of Section 4.03(b)
      and (y) the maximum principal amount of Indebtedness that, as of the date such
      Indebtedness was Incurred, and after giving effect to the Incurrence of such
      Indebtedness and the application of proceeds therefrom on such date, would
      not
      cause the Secured Indebtedness Leverage Ratio of the Issuer to exceed 4.00
      to
      1.00, and (C) Liens securing Indebtedness permitted to be Incurred pursuant
      to
      clause (iv), (xii) or (xx) of Section 4.03(b) (provided
      that in
      the case of clause (xx), such Lien does not extend to the property or assets
      of
      any Subsidiary of the Issuer other than a Foreign Subsidiary);

     

    (7) Liens
      existing on the Issue Date;

     

    (8) Liens
      on
      assets, property or shares of stock of a Person at the time such Person becomes
      a Subsidiary; provided,
      however,
      that
      such Liens are not created or Incurred in connection with, or in contemplation
      of, such other Person becoming such a Subsidiary; provided,
      further,
      however, that such Liens may not extend to any other property owned by the
      Issuer or any Restricted Subsidiary of the Issuer);

     

    (9) Liens
      on
      assets or property at the time the Issuer or a Restricted Subsidiary of the
      Issuer acquired the assets or property, including any acquisition by means
      of a
      merger, amalgamation or consolidation with or into the Issuer or any Restricted
      Subsidiary of the Issuer; provided, however, that such Liens are not created
      or
      Incurred in connection with, or in contemplation of, such acquisition;
provided,
      further,
      however,
      that
      the Liens may not extend to any other property owned by the Issuer or any
      Restricted Subsidiary of the Issuer;

     

    (10) Liens
      securing Indebtedness or other obligations of a Restricted Subsidiary owing
      to
      the Issuer or another Restricted Subsidiary of the Issuer permitted to be
      Incurred in accordance with Section 4.03;

     

    (11) Liens
      securing Hedging Obligations not incurred in violation of this Indenture;
provided
      that
      with respect to Hedging Obligations relating to Indebtedness, such Lien extends
      only to the property securing such Indebtedness;

     

    (12) 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

     


    
      
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    created
      for the account of such Person to facilitate the purchase, shipment or storage
      of such inventory or other goods;

     

    (13) leases
      and subleases of real property which do not materially interfere with the
      ordinary conduct of the business of the Issuer or any of its Restricted
      Subsidiaries;

     

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

     

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

     

    (16) Liens
      on
      accounts receivable and related assets of the type specified in the definition
      of “Receivables
      Financing”
      Incurred
      in connection with a Qualified Receivables Financing;

     

    (17) deposits
      made in the ordinary course of business to secure liability to insurance
      carriers;

     

    (18) Liens
      on
      the Equity Interests of Unrestricted Subsidiaries;

     

    (19) grants
      of
      software and other technology licenses in the ordinary course of
      business;

     

    (20) Liens
      to
      secure any refinancing, refunding, extension, renewal or replacement (or
      successive refinancings, refundings, extensions, renewals or replacements)
      as a
      whole, or in part, of any Indebtedness secured by any Lien referred to in the
      foregoing clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided,
      however,
      that
      (x) such new Lien shall be limited to all or part of the same property that
      secured the original Lien (plus improvements on such property), and (y) the
      Indebtedness secured by such Lien at such time is not increased to any amount
      greater than the sum of (A) the outstanding principal amount or, if greater,
      committed amount of the Indebtedness described under clauses (6)(B), (7), (8),
      (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien
      under this Indenture, and (B) an amount necessary to pay any fees and expenses,
      including premiums, related to such refinancing, refunding, extension, renewal
      or replacement; provided further,
      however,
      that in
      the case of any Liens to secure any refinancing, refunding, extension or renewal
      of Indebtedness secured by a Lien referred to in clause (6)(B), the principal
      amount of any Indebtedness Incurred for such refinancing, refunding, extension
      or renewal shall be deemed secured by a Lien under clause (6)(B) and not this
      clause (20) for purposes of determining the principal amount of Indebtedness
      outstanding under clause (6)(B), for purposes of clause (1) under Section
      11.04(a) and for purposes of the definition of Secured Bank
      Indebtedness;

     

    (21) Liens
      on
      equipment of the Issuer or any Restricted Subsidiary granted in the ordinary
      course of business to the Issuer’s
      or such
      Restricted Subsidiary’s
      client
      at which such equipment is located;

     


    
      
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    (22) judgment
      and attachment Liens not giving rise to an Event of Default and notices of
      lis
      pendens and associated rights related to litigation being contested in good
      faith by appropriate proceedings and for which adequate reserves have been
      made;

     

    (23) Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale of goods entered into in the ordinary course of
      business;

     

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

     

    (25) other
      Liens securing obligations incurred in the ordinary course of business which
      obligations do not exceed $20.0 million at any one time
      outstanding.

     

    “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” means any Equity Interest with preferential right of payment of dividends
      or upon liquidation, dissolution, or winding up.

     

    “Purchase
      Money Note” means a promissory note of a Receivables Subsidiary evidencing a
      line of credit, which may be irrevocable, from the Issuer or any Subsidiary
      of
      the Issuer to a Receivables Subsidiary in connection with a Qualified
      Receivables Financing, which note is intended to finance that portion of the
      purchase price that is not paid by cash or a contribution of
      equity.

     

    “Qualified
      Receivables Financing” means any Receivables Financing of a Receivables
      Subsidiary that meets the following conditions:

     

    (1) the
      Board
      of Directors of the Issuer shall have determined in good faith that such
      Qualified Receivables Financing (including financing terms, covenants,
      termination events and other provisions) is in the aggregate economically fair
      and reasonable to the Issuer and the Receivables Subsidiary;

     

    (2) all
      sales
      of accounts receivable and related assets to the Receivables Subsidiary are
      made
      at Fair Market Value (as determined in good faith by the Issuer);
      and

     

    (3) the
      financing terms, covenants, termination events and other provisions thereof
      shall be market terms (as determined in good faith by the Issuer) and may
      include Standard Securitization Undertakings.

     

    The
      grant
      of a security interest in any accounts receivable of the Issuer or any of its
      Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank
      Indebtedness, Indebtedness in respect of the Securities or any Refinancing
      Indebtedness with respect to the Securities shall not be deemed a Qualified
      Receivables Financing.

     

    “Rating
      Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P
      ceases to rate the Securities for reasons outside of the Issuer’s control, a
“nationally

     


    
      
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    recognized
      statistical rating organization” within the meaning of Rule 15cs-1(c)(2)(vi)(F)
      under the Exchange Act selected by the Issuer or any direct or indirect parent
      of the Issuer as a replacement agency for Moody’s or S&P, as the case may
      be.

     

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

     

    “Receivables
      Financing” means any transaction or series of transactions that may be entered
      into by the Issuer or any of its Subsidiaries pursuant to which the Issuer
      or
      any of its Subsidiaries may sell, convey or otherwise transfer to (a) a
      Receivables Subsidiary (in the case of a transfer by the Issuer or any of its
      Subsidiaries); and (b) 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 Issuer or
      any
      of its Subsidiaries, and any assets related thereto including, without
      limitation, 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 which are customarily
      transferred or in respect of which security interests are customarily granted
      in
      connection with asset securitization transactions involving accounts receivable
      and any Hedging Obligations entered into by the Issuer or any such Subsidiary
      in
      connection with such accounts receivable.

     

    “Receivables
      Repurchase Obligation” means any obligation of a seller of receivables in a
      Qualified Receivables Financing to repurchase receivables arising as a result
      of
      a breach of a representation, warranty or covenant or otherwise, including
      as a
      result of a receivable or portion thereof becoming subject to any asserted
      defense, dispute, off-set or counterclaim of any kind as a result of any action
      taken by, any failure to take action by or any other event relating to the
      seller.

     

    “Receivables
      Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or another
      Person formed for the purposes of engaging in Qualified Receivables Financing
      with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an
      Investment and to which the Issuer or any Subsidiary of the Issuer transfers
      accounts receivable and related assets) which engages in no activities other
      than in connection with the financing of accounts receivable of the Issuer
      and
      its Subsidiaries, all proceeds thereof and all rights (contractual or other),
      collateral and other assets relating thereto, and any business or activities
      incidental or related to such business, and which is designated by the Board
      of
      Directors of the Issuer (as provided below) as a Receivables Subsidiary
      and:

     

    (a) no
      portion of the Indebtedness or any other obligations (contingent or otherwise)
      of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer
      (excluding guarantees of obligations (other than the principal of and interest
      on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is
      recourse to or obligates the Issuer or any other Subsidiary of the Issuer in
      any
      way other than pursuant to Standard Securitization Undertakings, or (iii)
      subjects any property or asset of the Issuer or any other Subsidiary of the
      Issuer, directly or indirectly, contingently or

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    otherwise,
      to the satisfaction thereof, other than pursuant to Standard Securitization
      Undertakings;

     

    (b) with
      which neither the Issuer nor any other Subsidiary of the Issuer has any material
      contract, agreement, arrangement or understanding other than on terms which
      the
      Issuer reasonably believes to be no less favorable to the Issuer or such
      Subsidiary than those that might be obtained at the time from Persons that
      are
      not Affiliates of the Issuer; and

     

    (c) to
      which
      neither the Issuer nor any other Subsidiary of the Issuer has any obligation
      to
      maintain or preserve such entity’s
      financial condition or cause such entity to achieve certain levels of operating
      results.

     

    Any
      such
      designation by the Board of Directors of the Issuer shall be evidenced to the
      Trustee by filing with the Trustee a certified copy of the resolution of the
      Board of Directors of the Issuer giving effect to such designation and an
      Officers’ Certificate certifying that such designation complied with the
      foregoing conditions.

     

    “Representative”
      means the trustee, agent or representative (if any) for an issue of
      Indebtedness; provided that if, and for so long as, such Indebtedness lacks
      such
      a Representative, then the Representative for such Indebtedness shall at all
      times constitute the holder or holders of a majority in outstanding principal
      amount of obligations under such Indebtedness.

     

    “Representative
      Amount” means a principal amount of not less than $1,000,000 for a single
      transaction in the relevant market at the relevant time.

     

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

     

    “Restricted
      Subsidiary” means, with respect to any Person, any Subsidiary of such Person
      other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated
      in this Indenture, all references to Restricted Subsidiaries shall mean
      Restricted Subsidiaries of the Issuer.

     

    “Sale/Leaseback
      Transaction” means an arrangement relating to property now owned or hereafter
      acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a
      Restricted Subsidiary transfers such property to a Person and the Issuer or
      such
      Restricted Subsidiary leases it from such Person, other than leases between
      the
      Issuer and a Restricted Subsidiary of the Issuer or between Restricted
      Subsidiaries of the Issuer.

     

    “S&P”
      means Standard & Poor’s Ratings Group or any successor to the rating agency
      business thereof.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Security
      Agreement” means the Collateral Agreement dated as of the date hereof among the
      Issuer, the Guarantors and the Collateral Agent, as the same may be amended,
      amended and restated or otherwise modified from time to time.

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Second
      Priority Liens” means the Liens securing the Securities
      Obligations.

     

    “Secured
      Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted
      Lien incurred or deemed incurred pursuant to clause (6)(B) of the definition
      of
      Permitted Lien.

     

    “Secured
      Indebtedness” means any Indebtedness secured by a Lien.

     

    “Secured
      Indebtedness Leverage Ratio” means, with respect to any Person at any date, the
      ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries
      as of such date of calculation (determined on a consolidated basis in accordance
      with GAAP) that constitutes First Priority Lien Obligations to (ii) EBITDA
      of
      such Person for the four full fiscal quarters for which internal financial
      statements are available immediately preceding such date on which such
      additional Indebtedness is Incurred. In the event that the Issuer or any of
      its
      Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness
      subsequent to the commencement of the period for which the Secured Indebtedness
      Leverage Ratio is being calculated but prior to the event for which the
      calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured
      Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall
      be calculated giving pro forma effect to such Incurrence, repayment, repurchase
      or redemption of Indebtedness as if the same had occurred at the beginning
      of
      the applicable four-quarter period; provided
      that the
      Issuer may elect, pursuant to an Officers’ Certificate delivered to the Trustee
      to treat all or any portion of the commitment under any Indebtedness as being
      Incurred such time, in which case any subsequent Incurrence of Indebtedness
      under such commitment shall not be deemed, for purposes of this calculation,
      to
      be an Incurrence at such subsequent time.

     

    For
      purposes of making the computation referred to above, Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (as determined
      in accordance with GAAP), in each case with respect to an operating unit of
      a
      business, and any operational changes that the Issuer or any of its Restricted
      Subsidiaries has determined to make and/or made after the Issue Date and during
      the four-quarter reference period or subsequent to such reference period and
      on
      or prior to or simultaneously with the Secured Leverage Calculation Date (each,
      for purposes of this definition, a “pro forma event”) shall be calculated on a
      pro forma basis assuming that all such Investments, acquisitions, dispositions,
      mergers, consolidations (including the Transactions), discontinued operations
      and other operational changes (and the change of any associated Indebtedness
      and
      the change in EBITDA resulting therefrom) had occurred on the first day of
      the
      four-quarter reference period. If since the beginning of such period any Person
      that subsequently became a Restricted Subsidiary or was merged with or into
      the
      Issuer or any Restricted Subsidiary since the beginning of such period shall
      have made any Investment, acquisition, disposition, merger, consolidation,
      discontinued operation or operational change, in each case with respect to
      an
      operating unit of a business, that would have required adjustment pursuant
      to
      this definition, then the Secured Indebtedness Leverage Ratio shall be
      calculated giving pro forma effect thereto for such period as if such
      Investment, acquisition, disposition, discontinued operation, merger,
      consolidation or operational change had occurred at the beginning of the
      applicable four-quarter period.

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    For
      purposes of this definition, whenever pro forma effect is to be given to any
      pro
      forma event, the pro forma calculations shall be made in good faith by a
      responsible financial or accounting officer of the Issuer. Any such pro forma
      calculation may include adjustments appropriate, in the reasonable good faith
      determination of the Issuer as set forth in an Officers’ Certificate, to reflect
      (1) operating expense reductions and other operating improvements or synergies
      reasonably expected to result from the applicable pro forma event (including,
      to
      the extent applicable, from the Transactions), and (2) all adjustments of the
      nature used in connection with the calculation of “Adjusted EBITDA” as set forth
      in footnote 4 to the “Summary Historical and Unaudited Pro Forma Financial Data”
under “Offering Memorandum Summary” in the Offering Memorandum to the extent
      such adjustments, without duplication, continue to be applicable to such
      four-quarter period.

     

    “Securities”
      has the meaning given such term in the Preamble to this Indenture.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      of the SEC promulgated thereunder.

     

    “Securities
      Obligations” means all Obligations in respect of the Securities, the Guarantees
      and the Indenture.

     

    “Security
      Documents” means the security agreements, pledge agreements, mortgages,
      collateral assignments and related agreements, as amended, supplemented,
      restated, renewed, refunded, replaced, restructured, repaid, refinanced or
      otherwise modified from time to time, creating the security interests in the
      Collateral as contemplated by this Indenture.

     

    “Senior
      Subordinated Note Purchase Agreement” means the note purchase agreement, dated
      as of the date hereof, by and among the Issuer, GS Mezzanine Partners 2006
      Onshore Fund, L.P. and its affiliated mezzanine investment funds and their
      subsidiaries and Goldman, Sachs & Co., providing for the issuance of the
      Senior Subordinated Notes.

     

    “Senior
      Subordinated Notes” means the 11% Senior Subordinated Notes due 2016 of the
      Issuer to be issued on the Issue Date.

     

    “Significant
      Subsidiary” means any Restricted Subsidiary that would be a “Significant
      Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X
      promulgated by the SEC.

     

    “Similar
      Business” means a business, the majority of whose revenues are derived from the
      activities of the Issuer and its Subsidiaries as of the Issue Date or any
      business or activity that is reasonably similar or complementary thereto or
      a
      reasonable extension, development or expansion thereof or ancillary
      thereto.

     

    “Sponsors”
      means (1) Apollo Management, L.P., Graham Partners, Inc. and any of their
      respective Affiliates (collectively, the “Apollo Sponsors”) and (2) any Person
      that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
      of the Exchange Act, or any successor provision) with any Apollo Sponsors;
      provided
      that any
      Apollo Sponsor (x) owns a majority of the voting power and (y) controls a
      majority of the Board of Directors of the Issuer.

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Standard
      Securitization Undertakings” means representations, warranties, covenants,
      indemnities and guarantees of performance entered into by the Issuer or any
      Subsidiary of the Issuer which the Issuer has determined in good faith to be
      customary in a Receivables Financing including, without limitation, those
      relating to the servicing of the assets of a Receivables Subsidiary, it being
      understood that any Receivables Repurchase Obligation shall be deemed to be
      a
      Standard Securitization Undertaking.

     

    “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 beyond the control of the issuer unless such contingency has
      occurred).

     

    “Subordinated
      Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the
      Issuer which is by its terms subordinated in right of payment to the Securities,
      and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which
      is by its terms subordinated in right of payment to its Guarantee.

     

    “Subsidiary”
      means, with respect to any Person, (1) any corporation, association or other
      business entity (other than a partnership, joint venture or limited liability
      company) of which more than 50% of the total voting power of shares of Capital
      Stock entitled (without regard to the occurrence of any contingency) to vote
      in
      the election of directors, managers or trustees thereof is at the time of
      determination owned or controlled, directly or indirectly, by such Person or
      one
      or more of the other Subsidiaries of that Person or a combination thereof,
      and
      (2) any partnership, joint venture or limited liability company of which (x)
      more than 50% of the capital accounts, distribution rights, total equity and
      voting interests or general and limited partnership interests, as applicable,
      are owned or controlled, directly or indirectly, by such Person or one or more
      of the other Subsidiaries of that Person or a combination thereof, whether
      in
      the form of membership, general, special or limited partnership interests or
      otherwise, and (y) such Person or any Subsidiary of such Person is a controlling
      general partner or otherwise controls such entity.

     

    “Taking”
      means any taking of all or any portion of the Collateral by condemnation or
      other eminent domain proceedings, pursuant to any law, general or special,
      or by
      reason of the temporary requisition of the use or occupancy of all or any
      portion of the Collateral by any governmental authority, civil or military,
      or
      any sale pursuant to the exercise by any such governmental authority of any
      right which it may then have to purchase or designate a purchaser or to order
      a
      sale of all or any portion of the Collateral.

     

    “Tax
      Distributions” means any distributions described in Section
      4.04(b)(xii).

     

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

     

    “Total
      Assets” means the total consolidated assets of the Issuer and its Restricted
      Subsidiaries, as shown on the most recent balance sheet of the
      Issuer.

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Transactions”
      means the Acquisition and the transactions related thereto, the offering of
      the
      Securities, the issuance and sale of the Senior Subordinated Notes on the Issue
      Date and borrowings made pursuant to the Credit Agreement on the Issue
      Date.

     

    “Treasury
      Rate” means, with respect to the Fixed Rate Notes, as of the applicable
      redemption date, the yield to maturity as of such redemption date of United
      States Treasury securities with a constant maturity (as compiled and published
      in the most recent Federal Reserve Statistical Release H.15 (519) that has
      become publicly available at least two business days prior to such redemption
      date (or, if such Statistical Release is no longer published, any publicly
      available source of similar market data)) most nearly equal to the period from
      such redemption date to September 15, 2010; provided, however, that if the
      period from such redemption date to September 15, 2010 is less than one year,
      the weekly average yield on actually traded United States Treasury securities
      adjusted to a constant maturity of one year will be used.

     

    “Trust
      Officer” means:

     

    (1) 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

     

    (2) who
      shall
      have direct responsibility for the administration of this
      Indenture.

     

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

     

    “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 Issuer that at the time of determination shall be designated
      an Unrestricted Subsidiary by the Board of Directors of such Person in the
      manner provided below; and

     

    (2) any
      Subsidiary of an Unrestricted Subsidiary.

     

    The
      Board
      of Directors of the Issuer may designate any Subsidiary of the Issuer (including
      any newly acquired or newly formed Subsidiary of the Issuer) to be an
      Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
      any Equity Interests or Indebtedness of, or owns or holds any Lien on any
      property of, the Issuer or any other Subsidiary of the Issuer that is not a
      Subsidiary of the Subsidiary to be so designated; provided, however, that the
      Subsidiary to be so designated and its Subsidiaries do not at the time of
      designation have and do not thereafter Incur any Indebtedness pursuant to which
      the lender has recourse to any of

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      assets of the Issuer or any of its Restricted Subsidiaries; provided, further,
      however, that either:

     

    (a) the
      Subsidiary to be so designated has total consolidated assets of $1,000 or less;
      or

     

    (b) if
      such
      Subsidiary has consolidated assets greater than $1,000, then such designation
      would be permitted under Section 4.04.

     

    The
      Board
      of Directors of the Issuer may designate any Unrestricted Subsidiary to be
      a
      Restricted Subsidiary; provided, however, that immediately after giving effect
      to such designation:

     

    (x) (1)
      the
      Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge
      Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge
      Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater
      than such ratio for the Issuer and its Restricted Subsidiaries immediately
      prior
      to such designation, in each case on a pro forma basis taking into account
      such
      designation, and

     

    (y) no
      Event
      of Default shall have occurred and be continuing.

     

    Any
      such
      designation by the Board of Directors of the Issuer shall be evidenced to the
      Trustee by promptly filing with the Trustee a copy of the resolution of the
      Board of Directors of the Issuer giving effect to such designation and an
      Officers’ Certificate certifying that such designation complied with the
      foregoing provisions.

     

    “U.S.
      Government Obligations” means securities that are:

     

    (1) direct
      obligations of the United States of America for the timely payment of which
      its
      full faith and credit is pledged, or

     

    (2) obligations
      of a Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America, the timely payment of which
      is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States of America,

     

    which,
      in
      each case, are not callable or redeemable at the option of the issuer thereof,
      and shall also include a depository receipt issued by a bank (as defined in
      Section 3(a)(2) of the Securities Act) as custodian with respect to any such
      U.S. Government Obligations or a specific payment of principal of or interest
      on
      any such U.S. Government Obligations held by such custodian for the account
      of
      the holder of such depository receipt; provided
      that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depository receipt
      from
      any amount received by the custodian in respect of the U.S. Government
      Obligations or the specific payment of principal of or interest on the U.S.
      Government Obligations evidenced by such depository receipt.

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    “Weighted
      Average Life to Maturity” means, when applied to any Indebtedness or
      Disqualified Stock, as the case may be, at any date, the quotient obtained
      by
      dividing (1) the sum of the products of the number of years from the date of
      determination to the date of each successive scheduled principal payment of
      such
      Indebtedness or redemption or similar payment with respect to such Disqualified
      Stock multiplied by the amount of such payment, by (2) the sum of all such
      payments.

     

    “Wholly
      Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted
      Subsidiary.

     

    “Wholly
      Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the
      outstanding Capital Stock or other ownership interests of which (other than
      directors’ qualifying shares or shares required to be held by Foreign
      Subsidiaries) shall at the time be owned by such Person or by one or more Wholly
      Owned Subsidiaries of such Person.

     

    SECTION
      1.02. Other
      Definitions.

    
      	
              Term

            	
              Defined

              in
                Section

            
	 	 
	
              “Additional
                Interest”

            	
              Appendix
                A

            
	
              “Affiliate
                Transaction”

            	
              4.07

            
	
              “Appendix”

            	
              Preamble

            
	
              “Asset
                Sale Offer”

            	
              4.06(b)

            
	
              “Bankruptcy
                Law”

            	
              6.01

            
	
              “Blockage
                Notice”

            	
              10.03

            
	
              “covenant
                defeasance option”

            	
              8.01(c)

            
	
              “Custodian”

            	
              6.01

            
	
              “Definitive
                Security”

            	
              Appendix
                A

            
	
              “Depository”

            	
              Appendix
                A

            
	
              “Euroclear”

            	
              Appendix
                A

            
	
              “Event
                of Default”

            	
              6.01

            
	
              “Excess
                Proceeds”

            	
              4.06(b)

            
	
              “Exchange
                Fixed Rate Notes”

            	
              Preamble

            
	
              “Exchange
                Floating Rate Notes”

            	
              Preamble

            
	
              “Exchange
                Securities”

            	
              Preamble

            
	
              “Fixed
                Rate Notes”

            	
              Preamble

            
	
              “Floating
                Rate Notes”

            	
              Preamble

            
	
              “Global
                Securities Legend”

            	
              Appendix
                A

            
	
              “Guarantee
                Blockage Notice”

            	
              12.03

            
	
              “Guarantee
                Payment Blockage Period”

            	
              12.03

            
	
              “Guaranteed
                Obligations”

            	
              12.01(a)

            
	
              “IAI”

            	
              Appendix
                A

            
	
              “incorporated
                provision”

            	
              13.01

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              “Initial
                Purchasers”

            	
              Appendix
                A

            
	
              “Initial
                Securities”

            	
              Preamble

            
	
              “legal
                defeasance option”

            	
              8.01

            
	
              “Notice
                of Default”

            	
              6.01

            
	
              “Offer
                Period”

            	
              4.06(d)

            
	
              “Original
                Fixed Rate Notes” 

            	
              Preamble

            
	
              “Original
                Floating Rate Notes” 

            	
              Preamble

            
	
              “Original
                Securities”

            	
              Preamble

            
	
              “pay
                its Guarantee”

            	
              12.03

            
	
              “pay
                the Securities”

            	
              10.03

            
	
              “Paying
                Agent”

            	
              2.04(a)

            
	
              “Payment
                Blockage Period”

            	
              10.03

            
	
              “protected
                purchaser”

            	
              2.08

            
	
              “Purchase
                Agreement”

            	
              Appendix
                A

            
	
              “QIB”

            	
              Appendix
                A

            
	
              “Refinancing
                Indebtedness”

            	
              4.03(b)

            
	
              “Refunding
                Capital Stock”

            	
              4.04(b)

            
	
              “Registered
                Exchange Offer”

            	
              Appendix
                A

            
	
              “Registration
                Agreement”

            	
              Appendix
                A

            
	
              “Registrar”

            	
              2.04(a)

            
	
              “Regulation
                S”

            	
              Appendix
                A

            
	
              “Regulation
                S Securities”

            	
              Appendix
                A

            
	
              “Restricted
                Payment”

            	
              4.04(a)

            
	
              “Restricted
                Period”

            	
              Appendix
                A

            
	
              “Restricted
                Securities Legend”

            	
              Appendix
                A

            
	
              “Retired
                Capital Stock”

            	
              4.04(b)

            
	
              “Rule
                501”

            	
              Appendix
                A

            
	
              “Rule
                144A”

            	
              Appendix
                A

            
	
              “Rule
                144A Securities”

            	
              Appendix
                A

            
	
              “Securities
                Custodian”

            	
              Appendix
                A

            
	
              “Shelf
                Registration Statement”

            	
              Appendix
                A

            
	
              “Successor
                Company”

            	
              5.01(a)

            
	
              “Successor
                Guarantor”

            	
              5.01(b)

            
	
              “Transfer”

            	
              5.01(b)

            
	
              “Transfer
                Restricted Securities”

            	
              Appendix
                A

            
	
              “Unrestricted
                Definitive Security

            	
              Appendix
                A

            
	 	 


    

    SECTION
      1.03. Incorporation
      by Reference of Trust Indenture Act.
      This
      Indenture incorporates by reference certain provisions of the TIA. The following
      TIA terms have the following meanings:

     

    “indenture
      securities” means the Securities and the Guarantees.

     

    “indenture
      security holder” means a Holder.

     


    
      
        NY1:1657728.6 S-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “indenture
      to be qualified” means this Indenture.

     

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

     

    “obligor”
      on the indenture securities means the Company, the Guarantors and any other
      obligor on the Securities.

     

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

     

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

     

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

     

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

     

    (c) “or”
      is not
      exclusive;

     

    (d) “including”
      means
      including without limitation;

     

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

     

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

     

    (g) the
      principal amount of any non-interest 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;

     

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

     

    (i) unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared in
      accordance with GAAP;

     

    (j) “$”
      and
“U.S.
      Dollars”
      each
      refer to United States dollars, or such other money of the United States of
      America that at the time of payment is legal tender for payment of public and
      private debts; and

     

    (k) whenever
      in this Indenture or the Securities there is mentioned, in any context,
      principal, interest or any other amount payable under or with respect to any
      Securities, such mention shall be deemed to include mention of the payment
      of

     


    
      
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    Additional
      Interest, to the extent that, in such context, Additional Interest are, were
      or
      would be payable in respect thereof.

     

    ARTICLE
      2


     

    THE
      SECURITIES

     

    SECTION
      2.01. Amount
      of Securities.
      The
      aggregate principal amount of Securities which may be authenticated and
      delivered under this Indenture on the Issue Date is $750,000,000, consisting
      of
      $525,000,000 in initial aggregate principal amount of Fixed Rate Notes and
      $225,000,000 in initial aggregate principal amount of Floating Rate Notes.
      

     

    The
      Issuer may from time to time after the Issue Date issue Additional Securities
      under this Indenture in an unlimited principal amount, so long as (i) the
      Incurrence of the Indebtedness represented by such Additional Securities is
      at
      such time permitted by Section 4.03 and (ii) such Additional Securities are
      issued in compliance with the other applicable provisions of this Indenture.
      With respect to any Additional Securities issued after the Issue Date (except
      for Securities authenticated and delivered upon registration of transfer of,
      or
      in exchange for, or in lieu of, other Securities pursuant to Section 2.07,
      2.08,
      2.09, 2.10, 3.06, 4.08(c) or the Appendix), there shall be (a) established
      in or
      pursuant to a resolution of the Board of Directors and (b) (i) set forth or
      determined in the manner provided in an Officers’ Certificate or (ii)
      established in one or more indentures supplemental hereto, prior to the issuance
      of such Additional Securities:

     

    (1) the
      aggregate principal amount of such Additional Securities which may be
      authenticated and delivered under this Indenture,

     

    (2) the
      issue
      price and issuance date of such Additional Securities, including the date from
      which interest on such Additional Securities shall accrue;

     

    (3) if
      applicable, that such Additional Securities shall be issuable in whole or in
      part in the form of one or more Global Securities and, in such case, the
      respective depositaries for such Global Securities, the form of any legend
      or
      legends which shall be borne by such Global Securities in addition to or in
      lieu
      of those set forth in Exhibits A-1 and A-2 hereto and any circumstances in
      addition to or in lieu of those set forth in Section 2.2 of the Appendix in
      which any such Global Security may be exchanged in whole or in part for
      Additional Securities registered, or any transfer of such Global Security in
      whole or in part may be registered, in the name or names of Persons other than
      the depositary for such Global Security or a nominee thereof; and

     

    (4) if
      applicable, that such Additional Securities that are not Transfer Restricted
      Securities shall not be issued in the form of Initial Securities as set forth
      in
      Exhibits A-1 and A-2, but shall be issued in the form of Exchange Securities
      as
      set forth in Exhibits B-1 and B-2.

     

    If
      any of
      the terms of any Additional Securities are established by action taken pursuant
      to a resolution of the Board of Directors, a copy of an appropriate record
      of
      such action shall be certified by the Secretary or any Assistant Secretary
      of
      the Company and delivered to the

     


    
      
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    Trustee
      at or prior to the delivery of the Officers’ Certificate or the indenture
      supplemental hereto setting forth the terms of the Additional
      Securities.

     

    The
      Fixed
      Rate Notes, including any Additional Fixed Rate Notes, shall be treated as
      a
      single class for all purposes under this Indenture, including, without
      limitation, waivers, amendments, redemptions and offers to purchase. The
      Floating Rate Notes, including any Additional Floating Rate Notes, shall be
      treated as a single class for all purposes under this Indenture, including,
      without limitation, waivers, amendments, redemptions and offers to
      purchase.

     

    SECTION
      2.02. Form
      and Dating.
      Provisions relating to the Initial Securities, Additional Securities and the
      Exchange Securities are set forth in the Appendix, which is hereby incorporated
      in and expressly made a part of this Indenture. The (i) Initial Securities
      and
      the Trustee’s
      certificate of authentication and (ii) any Additional Securities (if issued
      as
      Transfer Restricted Securities) and the Trustee’s
      certificate of authentication shall each be substantially in the form of
      Exhibits A-1 and A-2 hereto, which is hereby incorporated in and expressly
      made
      a part of this Indenture. The (i) Exchange Securities and the
      Trustee’s
      certificate of authentication and (ii) any Additional Securities issued other
      than as Transfer Restricted Securities and the Trustee’s
      certificate of authentication shall each be substantially in the form of
      Exhibits B-1 and B-2 hereto, 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
      Issuer or any Guarantor is subject, if any, or usage (provided
      that any
      such notation, legend or endorsement is in a form acceptable to the Issuer).
      Each Security shall be dated the date of its authentication. The Securities
      shall be issuable only in registered form without interest coupons and in
      denominations of $2,000 and any integral multiples of $1,000.

     

    SECTION
      2.03. Execution
      and Authentication.
      The
      Trustee shall authenticate and make available for delivery upon a written order
      of the Issuer signed by one Officer (a) Original Securities for original issue
      on the date hereof in an aggregate principal amount of $750,000,000, consisting
      of $525,000,000 in initial aggregate principal amount of Fixed Rate Notes and
      $225,000,000 in initial aggregate principal amount of Floating Rate Notes (b)
      subject to the terms of this Indenture, Additional Securities in an aggregate
      principal amount to be determined at the time of issuance and specified therein
      and (c) the Exchange Securities for issue in a Registered Exchange Offer
      pursuant to the Registration Agreement for a like principal amount of Initial
      Securities exchanged pursuant thereto or otherwise pursuant to an effective
      registration statement under the Securities Act. 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 and whether the Securities are to
      be
      Initial Securities or Exchange Securities. Notwithstanding anything to the
      contrary in the Indenture or the Appendix, any issuance of Additional Securities
      after the Issue Date shall be in a principal amount of at least $2,000 and
      integral multiples of $1,000 in excess of $2,000.

     

    One
      Officer shall sign the Securities for the Issuer 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.

     


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

     

    The
      Trustee may appoint one or more authenticating agents reasonably acceptable
      to
      the Issuer to authenticate the Securities. Any such appointment shall be
      evidenced by an instrument signed by a Trust Officer, a copy of which shall
      be
      furnished to the Issuer. 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.

     

    SECTION
      2.04. Registrar
      and Paying Agent.
      i)
      The
      Issuer shall maintain (i) an office or agency where Securities may be presented
      for registration of transfer or for exchange (the “Registrar”)
      and
      (ii) 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 Issuer may have one or more co-registrars and one or more
      additional paying agents. The term “Registrar”
      includes
      any co-registrars. The term “Paying
      Agent”
      includes
      the Paying Agent and any additional paying agents. The Issuer initially appoints
      the Trustee as Registrar, Paying Agent and the Securities Custodian with respect
      to the Global Securities. 

     

    (b) The
      Issuer may enter into an appropriate agency agreement with any Registrar or
      Paying Agent 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 Issuer shall notify the Trustee of the name and
      address of any such agent. If the Issuer fails to maintain a Registrar or Paying
      Agent, the Trustee shall act as such and shall be entitled to appropriate
      compensation therefor pursuant to Section 7.07. The Issuer or any of its
      domestically organized Wholly Owned Subsidiaries may act as Paying Agent or
      Registrar.

     

    (c) The
      Issuer may remove any Registrar or Paying Agent upon written notice to such
      Registrar or Paying Agent and to the Trustee; provided,
      however,
      that no
      such removal shall become effective until (i) if applicable, acceptance of
      an
      appointment by a successor as evidenced by an appropriate agreement entered
      into
      by the Issuer and such successor Registrar or Paying Agent, as the case may
      be,
      and delivered to the Trustee or (ii) notification to the Trustee that the
      Trustee shall serve as Registrar or Paying Agent until the appointment of a
      successor in accordance with clause (i) above. The Registrar or Paying Agent
      may
      resign at any time upon written notice to the Issuer and the Trustee;
provided,
      however,
      that
      the Trustee may resign as Paying Agent or Registrar only if the Trustee also
      resigns as Trustee in accordance with Section 7.08.

     

    SECTION
      2.05. Paying
      Agent to Hold Money in Trust.
      Prior
      to each due date of the principal of and interest on any Security, the Issuer
      shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned
      Subsidiary is acting as Paying Agent, segregate and hold in trust for the
      benefit of the Persons entitled thereto) a sum sufficient to pay such principal
      and interest when so becoming due. The Issuer shall require each Paying Agent
      (other than the Trustee) to agree in writing that a Paying Agent shall hold
      in
      trust for the benefit of Holders or

     


    
      
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    the
      Trustee all money held by a Paying Agent for the payment of principal of and
      interest on the Securities, and shall notify the Trustee of any default by
      the
      Issuer in making any such payment. If the Issuer or a Wholly Owned Subsidiary
      of
      the Issuer acts as Paying Agent, it shall segregate the money held by it as
      Paying Agent and hold it in trust for the benefit of the Persons entitled
      thereto. The Issuer 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 such Paying
      Agent. Upon complying with this Section, a Paying Agent shall have no further
      liability for the money delivered to the Trustee.

     

    SECTION
      2.06. Holder
      Lists.
      The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of Holders. If
      the
      Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar
      to 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 Holders.

     

    SECTION
      2.07. 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 and in compliance
      with the Appendix. When a Security is presented to the Registrar with a request
      to register a transfer, the Registrar shall register the transfer as requested
      if its requirements therefor are met. When Securities are presented to the
      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. To permit registration of transfers
      and exchanges, the Issuer shall execute and the Trustee shall authenticate
      Securities at the Registrar’s
      request. The Issuer may require payment of a sum sufficient to pay all taxes,
      assessments or other governmental charges in connection with any transfer or
      exchange pursuant to this Section. The Issuer shall not be required to make,
      and
      the Registrar need not register, transfers or exchanges of Securities selected
      for redemption (except, in the case of Securities to be redeemed in part, the
      portion thereof not to be redeemed) or of any Securities for a period of 15
      days
      before a selection of Securities to be redeemed.

     

    Prior
      to
      the due presentation for registration of transfer of any Security, the Issuer,
      the Guarantors, the Trustee, the Paying Agent and the Registrar may deem and
      treat the Person in whose name a Security is registered as the absolute owner
      of
      such Security for the purpose of receiving payment of principal of and interest,
      if any, on such Security and for all other purposes whatsoever, whether or
      not
      such Security is overdue, and none of the Issuer, any Guarantor, the Trustee,
      the Paying Agent or the Registrar shall be affected by notice to the
      contrary.

     

    Any
      Holder of a beneficial interest in a Global Security shall, by acceptance of
      such beneficial interest, agree that transfers of beneficial interests in such
      Global Security may be effected only through a book-entry system maintained
      by
      (a) the Holder of such Global Security (or its agent) or (b) any Holder of
      a
      beneficial interest in such Global Security, and that ownership of a beneficial
      interest in such Global Security shall be required to be reflected in a book
      entry.

     


    
      
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    All
      Securities issued upon any transfer or exchange pursuant to the terms of this
      Indenture shall evidence the same debt and shall be entitled to the same
      benefits under this Indenture as the Securities surrendered upon such transfer
      or exchange.

     

    SECTION
      2.08. 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 Issuer shall issue and the Trustee shall authenticate a replacement Security
      if the requirements of Section 8-405 of the Uniform Commercial Code are met,
      such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable
      time after such Holder has notice of such loss, destruction or wrongful taking
      and the Registrar does not register a transfer prior to receiving such
      notification, (b) makes such request to the Issuer or the Trustee prior to
      the
      Security being acquired by a protected purchaser as defined in Section 8-303
      of
      the Uniform Commercial Code (a “protected
      purchaser”)
      and (c)
      satisfies any other reasonable requirements of the Trustee. If required by
      the
      Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient
      in
      the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee,
      a
      Paying Agent and the Registrar from any loss that any of them may suffer if
      a
      Security is replaced. The Issuer and the Trustee may charge the Holder for
      their
      expenses in replacing a Security (including without limitation,
      attorneys’
      fees and
      disbursements in replacing such Security). In the event any such mutilated,
      lost, destroyed or wrongfully taken Security has become or is about to become
      due and payable, the Issuer in its discretion may pay such Security instead
      of
      issuing a new Security in replacement thereof.

     

    Every
      replacement Security is an additional obligation of the Issuer.

     

    The
      provisions of this Section 2.08 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, lost, destroyed or wrongfully taken Securities.

     

    SECTION
      2.09. 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. Subject to Section
      13.06, a Security does not cease to be outstanding because the Issuer or an
      Affiliate of the Issuer holds the Security.

     

    If
      a
      Security is replaced pursuant to Section 2.08 (other than a mutilated Security
      surrendered for replacement), it ceases to be outstanding unless the Trustee
      and
      the Issuer receive proof satisfactory to them that the replaced Security is
      held
      by a protected purchaser. A mutilated Security ceases to be outstanding upon
      surrender of such Security and replacement thereof pursuant to Section
      2.08.

     

    If
      a
      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, and no Paying Agent
      is
      prohibited from paying such money to the Holders on that date pursuant to the
      terms of this Indenture, then on and after that date such Securities (or
      portions thereof) cease to be outstanding and interest on them ceases to
      accrue.

     


    
      
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    SECTION
      2.10. Temporary
      Securities.
      In the
      event that Definitive Securities are to be issued under the terms of this
      Indenture, until such Definitive Securities are ready for delivery, the Issuer
      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 Issuer considers appropriate for temporary Securities.
      Without unreasonable delay, the Issuer shall prepare and the Trustee shall
      authenticate Definitive Securities and make them available for delivery in
      exchange for temporary Securities upon surrender of such temporary Securities
      at
      the office or agency of the Issuer, without charge to the Holder. Until such
      exchange, temporary Securities shall be entitled to the same rights, benefits
      and privileges as Definitive Securities.

     

    SECTION
      2.11. Cancellation.
      The
      Issuer at any time may deliver Securities to the Trustee for cancellation.
      The
      Registrar and each 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 all Securities surrendered for registration
      of transfer, exchange, payment or cancellation and shall dispose of canceled
      Securities in accordance with its customary procedures. The Issuer may not
      issue
      new Securities to replace Securities it has redeemed, paid or delivered to
      the
      Trustee for cancellation. The Trustee shall not authenticate Securities in
      place
      of canceled Securities other than pursuant to the terms of this
      Indenture.

     

    SECTION
      2.12. Defaulted
      Interest.
      If the
      Issuer defaults in a payment of interest on the Securities, the Issuer shall
      pay
      the defaulted interest then borne by the Securities (plus interest on such
      defaulted interest to the extent lawful) in any lawful manner. The Issuer may
      pay the defaulted interest to the Persons who are Holders on a subsequent
      special record date. The Issuer 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 or cause to be mailed to each affected Holder a notice
      that
      states the special record date, the payment date and the amount of defaulted
      interest to be paid.

     

    SECTION
      2.13. CUSIP
      Numbers, ISINs, etc.
      The
      Issuer in issuing the Securities may use CUSIP numbers, ISINs and “Common
      Code”
      numbers
      (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 that reliance may be placed only on the other
      identification numbers printed on the Securities and that any such redemption
      shall not be affected by any defect in or omission of such numbers. The Issuer
      shall advise the Trustee of any change in the CUSIP numbers, ISINs and
“Common
      Code”
      numbers.

     

    SECTION
      2.14. Calculation
      of Principal Amount of Securities.
      The
      aggregate principal amount of the Securities, at any date of determination,
      shall be the principal amount of the Securities outstanding at such date of
      determination. With respect to any matter requiring consent, waiver, approval
      or
      other action of the Holders of a specified percentage of the principal amount
      of
      all the Securities, such percentage shall be calculated, on the relevant date
      of
      determination, by dividing (a) the principal amount, as of such date of
      determination, of Securities, the Holders of which have so consented, by (b)
      the
      aggregate principal amount, as of such date of determination, of the Securities
      then outstanding, in each case, as determined in

     


    
      
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    accordance
      with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture.
      Any such calculation made pursuant to this Section 2.14 shall be made by the
      Issuer and delivered to the Trustee pursuant to an Officers’
      Certificate.

     

    ARTICLE
      3


     

    REDEMPTION

     

    SECTION
      3.01. Redemption.
      The
      Securities may be redeemed, in whole, or from time to time in part, subject
      to
      the conditions and at the redemption prices set forth in Paragraph 5 of the
      form
      of Securities set forth in Exhibits A-1 and A-2 and Exhibits B-1 and B-2 hereto,
      which are hereby incorporated by reference and made a part of this Indenture,
      together with accrued and unpaid interest to the redemption date.

     

    SECTION
      3.02. Applicability
      of Article.
      Redemption of Securities at the election of the Company or otherwise, as
      permitted or required by any provision of this Indenture, shall be made in
      accordance with such provision and this Article.

     

    SECTION
      3.03. Notices
      to Trustee.
      If the
      Issuer elects to redeem Securities pursuant to the optional redemption
      provisions of Paragraph 5 of the Security, it shall notify the Trustee in
      writing of (i) the Section of this Indenture pursuant to which the redemption
      shall occur, (ii) the redemption date, (iii) the principal amount of Securities
      to be redeemed and (iv) the redemption price. The Issuer shall give notice
      to
      the Trustee provided for in this paragraph at least 30 days but not more than
      60
      days before a redemption date if the redemption is pursuant to Paragraph 5
      of
      the Security, unless a shorter period is acceptable to the Trustee. Such notice
      shall be accompanied by an Officers’
      Certificate and Opinion of Counsel from the Issuer to the effect that such
      redemption will comply with the conditions herein. If fewer than all the
      Securities are to be redeemed, the record date relating to such redemption
      shall
      be selected by the Company and given to the Trustee, which record date shall
      be
      not fewer than 15 days after the date of notice to the Trustee. Any such notice
      may be canceled at any time prior to notice of such redemption being mailed
      to
      any Holder and shall thereby be void and of no effect.

     

    SECTION
      3.04. Selection
      of Securities to Be Redeemed.
      In the
      case of any partial redemption, selection of Fixed Rate Notes or Floating Rate
      Notes, as the case may be, for redemption will be made by the Trustee on a
      pro
      rata basis to the extent practicable; provided that no Securities of $2,000
      or
      less shall be redeemed in part. 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 $2,000. Securities and portions of them the Trustee
      selects shall be in amounts of $2,000 or any integral multiple of $1,000.
      Provisions of this Indenture that apply to Securities called for redemption
      also
      apply to portions of Securities called for redemption. The Trustee shall notify
      the Company promptly of the Securities or portions of Securities to be
      redeemed.

     

    SECTION
      3.05. Notice
      of Optional Redemption.
      ii)
      At least
      30 days but not more than 60 days before a redemption date pursuant to Paragraph
      5 of the Security, the Issuer shall mail or cause to be mailed by first-class
      mail a notice of redemption to each Holder whose Securities are to be
      redeemed.

     


    
      
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    Any
      such
      notice shall identify the Securities to be redeemed and shall
      state:

     

    (i) the
      redemption date;

     

    (ii) the
      redemption price and the amount of accrued interest to the redemption
      date;

     

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

     

    (iv) that
      Securities called for redemption must be surrendered to the Paying Agent to
      collect the redemption price, plus accrued interest;

     

    (v) if
      fewer
      than all the outstanding Securities are to be redeemed, the certificate numbers
      and principal amounts of the particular Securities to be redeemed, the aggregate
      principal amount of Securities to be redeemed and the aggregate principal amount
      of Securities to be outstanding after such partial redemption;

     

    (vi) that,
      unless the Issuer defaults in making such redemption payment or the Paying
      Agent
      is prohibited from making such payment pursuant to the terms of this Indenture,
      interest on Securities (or portion thereof) called for redemption ceases to
      accrue on and after the redemption date;

     

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

     

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

     

    (b) At
      the
      Issuer’s
      request, the Trustee shall give the notice of redemption in the
      Issuer’s
      name
      and at the Issuer’s
      expense. In such event, the Issuer shall provide the Trustee with the
      information required by this Section at least one Business Day prior to the
      date
      such notice is to be provided to Holders and such notice may not be canceled.
      

     

    SECTION
      3.06. Effect
      of Notice of Redemption.
      Once
      notice of redemption is mailed in accordance with Section 3.05, Securities
      called for redemption become due and payable on the redemption date and at
      the
      redemption price stated in the notice, except as provided in the final sentence
      of paragraph 5 of the Securities. Upon surrender to the Paying Agent, such
      Securities shall be paid at the redemption price stated in the notice, plus
      accrued interest, to, but not including, the redemption date; provided,
      however,
      that if
      the redemption date is after a regular record date and on or prior to the
      interest payment date, the accrued interest shall be payable to the Holder
      of
      the redeemed Securities registered on the relevant record date. 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
      3.07. Deposit
      of Redemption Price.
      With
      respect to any Securities, prior to 10:00 a.m., New York City time, on the
      redemption date, the Issuer shall deposit with the

     


    
      
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    Paying
      Agent (or, if the Issuer or a Wholly Owned Subsidiary is the Paying Agent,
      shall
      segregate and hold in trust) money sufficient to pay the redemption price of
      and
      accrued interest on all Securities or portions thereof to be redeemed on that
      date other than Securities or portions of Securities called for redemption
      that
      have been delivered by the Issuer to the Trustee for cancellation. On and after
      the redemption date, interest shall cease to accrue on Securities or portions
      thereof called for redemption so long as the Issuer has deposited with the
      Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid
      interest on, the Securities to be redeemed, unless the Paying Agent is
      prohibited from making such payment pursuant to the terms of this
      Indenture.

     

    SECTION
      3.08. Securities
      Redeemed in Part.
      Upon
      surrender of a Security that is redeemed in part, the Issuer shall execute
      and
      the Trustee shall authenticate for the Holder (at the Issuer’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
      Issuer 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. An
      installment of principal of or interest shall be considered paid on the date
      due
      if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New
      York
      City time money sufficient to pay all principal and interest then due and the
      Trustee or the Paying Agent, as the case may be, is not prohibited from paying
      such money to the Holders on that date pursuant to the terms of this
      Indenture.

     

    The
      Issuer 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 borne by the Securities to the extent lawful.

     

    SECTION
      4.02. Reports
      and Other Information.
      Notwithstanding that the Issuer may not be subject to the reporting requirements
      of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual
      and
      quarterly basis on forms provided for such annual and quarterly reporting
      pursuant to rules and regulations promulgated by the SEC, the Issuer shall
      file
      with the SEC (and provide the Trustee and Holders with copies thereof, without
      cost to each Holder, within 15 days after it files them with the
      SEC),

     

    (i) within
      the time period specified in the SEC’s
      rules
      and regulations, annual reports on Form 10-K (or any successor or comparable
      form) containing the information required to be contained therein (or required
      in such successor or comparable form),

     

    (ii) within
      the time period specified in the SEC’s
      rules
      and regulations, reports on Form 10-Q (or any successor or comparable form)
      containing the information required to be contained therein (or required in
      such
      successor or comparable form),

     


    
      
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    (iii) promptly
      from time to time after the occurrence of an event required to be therein
      reported (and in any event within the time period specified in the
      SEC’s
      rules
      and regulations), such other reports on Form 8-K (or any successor or comparable
      form), and

     

    (iv) any
      other
      information, documents and other reports which the Issuer would be required
      to
      file with the SEC if it were subject to Section 13 or 15(d) of the Exchange
      Act;

     

    provided,
      however,
      that
      the Issuer shall not be so obligated to file such reports with the SEC if the
      SEC does not permit such filing, in which event the Issuer shall make available
      such information to prospective purchasers of Securities, including by posting
      such reports on the primary website of the Issuer or its Subsidiaries in
      addition to providing such information to the Trustee and the Holders, in each
      case within 15 days after the time the Issuer would be required to file such
      information with the SEC if it were subject to Section 13 or 15(d) of the
      Exchange Act.

     

    (b) In
      the
      event that:

     

    (i) the
      rules
      and regulations of the SEC permit the Issuer and any direct or indirect parent
      of the Issuer to report at such parent entity’s
      level
      on a consolidated basis and

     

    (ii) such
      parent entity of the Issuer is not engaged in any business in any material
      respect other than incidental to its ownership, directly or indirectly, of
      the
      capital stock of the Issuer,

     

    such
      consolidated reporting at such parent entity’s level in a manner consistent with
      that described
      in this Section 4.02 for the Issuer shall satisfy this Section
      4.02.

     

    (c) The
      Issuer shall make such information available to prospective investors upon
      request. In addition, the Issuer shall, for so long as any Securities remain
      outstanding during any period when it is not subject to Section 13 or 15(d)
      of
      the Exchange Act, or otherwise permitted to furnish the SEC with certain
      information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the
      Holders of the Securities and to prospective investors, upon their request,
      the
      information required to be delivered pursuant to Rule 144A(d)(4) under the
      Securities Act.

     

    Notwithstanding
      the foregoing, the Issuer will be deemed to have furnished such reports referred
      to above to the Trustee and the Holders if the Issuer has filed such reports
      with the SEC via the EDGAR filing system and such reports are publicly
      available. In addition, such requirements shall be deemed satisfied prior to
      the
      commencement of the exchange offer contemplated by the Registration Agreement
      relating to the Securities or the effectiveness of the shelf registration
      statement by the filing with the SEC of the Exchange Offer Registration
      Statement and/or Shelf Registration Statement in accordance with the provisions
      of such Registration Agreement, and any amendments thereto and such Registration
      Statement and/or amendments thereto are filed at times that otherwise satisfy
      the time requirements set forth in Section 4.02(a).

     


    
      
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    In
      the
      event that any direct or indirect parent of the Issuer is or becomes a Guarantor
      of the Securities, the Issuer may satisfy its obligations under this Section
      4.02 with respect to financial information relating to the Issuer by furnishing
      financial information relating to such direct or indirect parent; provided
      that the
      same is accompanied by consolidating information that explains in reasonable
      detail the differences between the information relating to such direct or
      indirect parent and any of its Subsidiaries other than the Issuer and its
      Subsidiaries, on the one hand, and the information relating to the Issuer,
      the
      Guarantors and the other Subsidiaries of the Issuer on a standalone basis,
      on
      the other hand.

     

    SECTION
      4.03. Limitation
      on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
      Stock.
      iii)
      ( i) The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness)
      or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit
      any of its Restricted Subsidiaries (other than a Guarantor) to issue any shares
      of Preferred Stock; provided, however, that the Issuer and any Restricted
      Subsidiary that is a Guarantor or a Foreign Subsidiary may Incur Indebtedness
      (including Acquired Indebtedness) or issue shares of Disqualified Stock and
      any
      Restricted Subsidiary may issue shares of Preferred Stock, in each case if
      the
      Fixed Charge Coverage Ratio of the Issuer for the most recently ended four
      full
      fiscal quarters for which internal financial statements are available
      immediately preceding the date on which such additional Indebtedness is Incurred
      or such Disqualified Stock or Preferred Stock is issued would have been at
      least
      2.00 to 1.00 determined on a pro forma basis (including a pro forma application
      of the net proceeds therefrom), as if the additional Indebtedness had been
      Incurred, or the Disqualified Stock or Preferred Stock had been issued, as
      the
      case may be, and the application of proceeds therefrom had occurred at the
      beginning of such four-quarter period.

     

    (b) The
      limitations set forth in Section 4.03(a) shall not apply to:

     

    (i) the
      Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under
      the Credit Agreement and the issuance and creation of letters of credit and
      bankers’
      acceptances thereunder (with letters of credit and bankers’
      acceptances being deemed to have a principal amount equal to the face amount
      thereof) in the aggregate principal amount of $875.0 million plus an aggregate
      principal amount outstanding at any one time that does not cause the Secured
      Indebtedness Leverage Ratio of the Issuer to exceed 4.00 to 1.00, determined
      on
      a pro forma basis (including a pro forma application of the net proceeds
      therefrom);

     

    (ii) the
      Incurrence by the Issuer and the Guarantors of Indebtedness represented by
      (i)
      the Securities (not including any Additional Securities) and the Guarantees,
      as
      applicable (including the Exchange Securities and related guarantees thereof)
      and (ii) the Senior Subordinated Notes (not including any additional Senior
      Subordinated Notes) and the related guarantees thereof (including Senior
      Subordinated Notes or exchange Senior Subordinated Notes issued as interest
      thereon, exchange Senior Subordinated Notes and related guarantees
      thereof);

     

    (iii) Indebtedness
      existing on the Issue Date (other than Indebtedness described in clauses (i)
      and
      (ii) of this Section 4.03(b));

     


    
      
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    (iv) Indebtedness
      (including Capitalized Lease Obligations) Incurred by the Issuer or any of
      its
      Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of
      its
      Restricted Subsidiaries and Preferred Stock issued by any Restricted
      Subsidiaries of the Issuer to finance (whether prior to or within 270 days
      after) the purchase, lease, construction or improvement of property (real or
      personal) or equipment (whether through the direct purchase of assets or the
      Capital Stock of any Person owning such assets (but no other material
      assets))

     

    (v) Indebtedness
      Incurred by the Issuer or any of its Restricted Subsidiaries constituting
      reimbursement obligations with respect to letters of credit and bank guarantees
      issued in the ordinary course of business, including without limitation letters
      of credit in respect of workers’
      compensation claims, health, disability or other benefits to employees or former
      employees or their families or property, casualty or liability insurance or
      self-insurance, and letters of credit in connection with the maintenance of,
      or
      pursuant to the requirements of, environmental or other permits or licenses
      from
      governmental authorities, or other Indebtedness with respect to reimbursement
      type obligations regarding workers’
      compensation claims;

     

    (vi) Indebtedness
      arising from agreements of the Issuer or a Restricted Subsidiary providing
      for
      indemnification, adjustment of purchase price or similar obligations, in each
      case, Incurred in connection with the Transactions or any other acquisition
      or
      disposition of any business, assets or a Subsidiary of the Issuer in accordance
      with the terms of this Indenture, other than guarantees of Indebtedness Incurred
      by any Person acquiring all or any portion of such business, assets or
      Subsidiary for the purpose of financing such acquisition;

     

    (vii) Indebtedness
      of the Issuer to a Restricted Subsidiary; provided
      that any
      such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is
      subordinated in right of payment to the obligations of the Issuer under the
      Securities; provided,
      further,
      that
      any subsequent issuance or transfer of any Capital Stock or any other event
      which results in any such Restricted Subsidiary ceasing to be a Restricted
      Subsidiary or any other subsequent transfer of any such Indebtedness (except
      to
      the Issuer or another Restricted Subsidiary) shall be deemed, in each case,
      to
      be an Incurrence of such Indebtedness;

     

    (viii) shares
      of
      Preferred Stock of a Restricted Subsidiary issued to the Issuer or another
      Restricted Subsidiary; provided
      that any
      subsequent issuance or transfer of any Capital Stock or any other event which
      results in any Restricted Subsidiary that holds such shares of Preferred Stock
      of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
      other subsequent transfer of any such shares of Preferred Stock (except to
      the
      Issuer or another Restricted Subsidiary) shall be deemed, in each case, to
      be an
      issuance of shares of Preferred Stock;

     

    (ix) Indebtedness
      of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary;
      provided
      that if
      a Guarantor incurs such Indebtedness to a

     


    
      
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    Restricted
      Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right
      of payment to the Guarantee of such Guarantor; provided,
      further,
      that
      any subsequent issuance or transfer of any Capital Stock or any other event
      which results in any Restricted Subsidiary holding such Indebtedness ceasing
      to
      be a Restricted Subsidiary or any other subsequent transfer of any such
      Indebtedness (except to the Issuer or another Restricted Subsidiary) shall
      be
      deemed, in each case, to be an Incurrence of such Indebtedness;

     

    (x) Hedging
      Obligations that are not incurred for speculative purposes and either:
      (1) for the purpose of fixing or hedging interest rate risk with respect to
      any Indebtedness that is permitted by the terms of this Indenture to be
      outstanding; (2) for the purpose of fixing or hedging currency exchange rate
      risk with respect to any currency exchanges; or (3) for the purpose of fixing
      or
      hedging commodity price risk (including resin price risk) with respect to any
      commodity purchases or sales;

     

    (xi) obligations
      in respect of performance, bid, appeal and surety bonds and completion
      guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary
      course of business;

     

    (xii) Indebtedness
      or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer
      and Preferred Stock of any Restricted Subsidiary of the Issuer not otherwise
      permitted hereunder in an aggregate principal amount, which when aggregated
      with
      the principal amount or liquidation preference of all other Indebtedness,
      Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant
      to
      this clause (xii), does not exceed the greater of $100.0 million and 4.5% of
      Total Assets at the time of Incurrence (it being understood that any
      Indebtedness Incurred under this clause (xii) shall cease to be deemed Incurred
      or outstanding for purposes of this clause (xii) but shall be deemed Incurred
      for purposes of Section 4.03(a) from and after the first date on which the
      Issuer, or the Restricted Subsidiary, as the case may be, could have Incurred
      such Indebtedness under Section 4.03(a) without reliance upon this clause
      (xii));

     

    (xiii) any
      guarantee by the Issuer or a Guarantor of Indebtedness or other obligations
      of
      the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of
      such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is
      permitted under the terms of this Indenture; provided
      that if
      such Indebtedness is by its express terms subordinated in right of payment
      to
      the Securities or the Guarantee of such Restricted Subsidiary, as applicable,
      any such guarantee of such Guarantor with respect to such Indebtedness shall
      be
      subordinated in right of payment to such Guarantor’s
      Guarantee with respect to the Securities substantially to the same extent as
      such Indebtedness is subordinated to the Securities or the Guarantee of such
      Restricted Subsidiary, as applicable;

     

    (xiv) the
      Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness
      or Disqualified Stock or Preferred Stock of a Restricted Subsidiary

     


    
      
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    of
      the
      Issuer which serves to refund, refinance or defease any Indebtedness Incurred
      or
      Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a)
      and clauses (ii), (iii), (iv), (xiv), (xv), (xix) and (xx) of this Section
      4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred
      to
      so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock,
      including any Indebtedness, Disqualified Stock or Preferred Stock Incurred
      to
      pay premiums and fees in connection therewith (subject to the following proviso,
      “Refinancing
      Indebtedness”)
      prior
      to its respective maturity; provided,
      however,
      that
      such Refinancing Indebtedness:

     

    (1) has
      a
      Weighted Average Life to Maturity at the time such Refinancing Indebtedness
      is
      Incurred which is not less than the remaining Weighted Average Life to Maturity
      of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or
      refinanced;

     

    (2) has
      a
      Stated Maturity which is not earlier than the earlier of (x) the Stated Maturity
      of the Indebtedness being refunded or refinanced or (y) 91 days following the
      last maturity date of the Securities;

     

    (3) to
      the
      extent such Refinancing Indebtedness refinances (a) Indebtedness junior to
      the
      Securities or the Guarantee of such Restricted Subsidiary, as applicable, such
      Refinancing Indebtedness is junior to the Securities or the Guarantee of such
      Restricted Subsidiary, as applicable, or (b) Disqualified Stock or Preferred
      Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred
      Stock;

     

    (4) is
      Incurred in an aggregate amount (or if issued with original issue discount,
      an
      aggregate issue price) that is equal to or less than the aggregate amount (or
      if
      issued with original issue discount, the aggregate accreted value) then
      outstanding of the Indebtedness being refinanced plus premium, fees and expenses
      Incurred in connection with such refinancing;

     

    (5) shall
      not
      include (x) Indebtedness of a Restricted Subsidiary of the Issuer that is not
      a
      Guarantor that refinances Indebtedness of the Issuer or a Restricted Subsidiary
      that is a Guarantor, or (y) Indebtedness of the Issuer or a Restricted
      Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;
      and

     

    (6) in
      the
      case of any Refinancing Indebtedness Incurred to refinance Indebtedness
      outstanding under clause (iv) or (xx) of this Section 4.03(b), shall be deemed
      to have been Incurred and to be outstanding under such clause (iv) or (xx)
      of
      this Section 4.03(b), as applicable, and not this clause (xiv) for purposes
      of
      determining amounts outstanding under such clauses (iv) and (xix) of this
      Section 4.03(b);

     


    
      
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    provided,
      further,
      that
      subclauses (1) and (2) of this clause (xiv) shall not apply to any refunding
      or
      refinancing of any Secured Indebtedness constituting First Priority Lien
      Obligations.

     

    (xv) Indebtedness,
      Disqualified Stock or Preferred Stock of (x) the Issuer or any of its Restricted
      Subsidiaries incurred to finance an acquisition or (y) Persons that are acquired
      by the Issuer or any of its Restricted Subsidiaries or merged with or into
      the
      Issuer or any of its Restricted Subsidiaries in accordance with the terms of
      this Indenture; provided,
      however,
      that
      after giving effect to such acquisition or merger either:

     

    (1) the
      Issuer would be permitted to incur at least $1.00 of additional Indebtedness
      pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence
      of Section 4.03(a); or

     

    (2) the
      Fixed
      Charge Coverage Ratio of the Issuer would be greater than immediately prior
      to
      such acquisition or merger;

     

    (xvi) Indebtedness
      Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that
      is not recourse to the Issuer or any Restricted Subsidiary other than a
      Receivables Subsidiary (except for Standard Securitization
      Undertakings);

     

    (xvii) 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
      that
      such Indebtedness is extinguished within five Business Days of its
      Incurrence;

     

    (xviii) Indebtedness
      of the Issuer or any Restricted Subsidiary supported by a letter of credit
      or
      bank guarantee issued pursuant to the Credit Agreement, in a principal amount
      not in excess of the stated amount of such letter of credit;

     

    (xix) Contribution
      Indebtedness;

     

    (xx) Indebtedness
      of Foreign Subsidiaries, provided, however, that the aggregate principal amount
      of Indebtedness Incurred under this clause (xx), when aggregated with the
      principal amount of all other Indebtedness then outstanding and Incurred
      pursuant to this clause (xx), does not exceed $25.0 million at any one time
      outstanding;

     

    (xxi) Indebtedness
      of the Issuer or any Restricted Subsidiary consisting of (x) the financing
      of
      insurance premiums or (y) take-or-pay obligations contained in supply
      arrangements, in each case, in the ordinary course of business; and

     

    (xxii) Indebtedness
      incurred on behalf of, or representing Guarantees of Indebtedness of, joint
      ventures of the Issuer or any Restricted Subsidiary not in excess, at any one
      time outstanding, of $7.5 million.

     


    
      
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    For
      purposes of determining compliance with this Section 4.03, in the event that
      an
      item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria
      of more than one of the categories of permitted Indebtedness described in
      clauses (i) through (xxii) above or is entitled to be Incurred pursuant to
      Section 4.03(a), the Issuer shall, in its sole discretion, classify or
      reclassify, or later divide, classify or reclassify, such item of Indebtedness
      in any manner that complies with this Section 4.03. Accrual of interest, the
      accretion of accreted value, the payment of interest in the form of additional
      Indebtedness with the same terms, the payment of dividends on Preferred Stock
      in
      the form of additional shares of Preferred Stock of the same class, accretion
      of
      original issue discount or liquidation preference and increases in the amount
      of
      Indebtedness outstanding solely as a result of fluctuations in the exchange
      rate
      of currencies shall not be deemed to be an Incurrence of Indebtedness for
      purposes of this Section 4.03. Guarantees of, or obligations in respect of
      letters of credit relating to, Indebtedness which is otherwise included in
      the
      determination of a particular amount of Indebtedness shall not be included
      in
      the determination of such amount of Indebtedness; provided that the Incurrence
      of the Indebtedness represented by such guarantee or letter of credit, as the
      case may be, was in compliance with this Section 4.03.

     

    For
      purposes of determining compliance with any U.S. dollar-denominated restriction
      on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount
      of Indebtedness denominated in a foreign currency shall be calculated based
      on
      the relevant currency exchange rate in effect on the date such Indebtedness
      was
      Incurred, in the case of term debt, or first committed or first Incurred
      (whichever yields the lower U.S. dollar equivalent), in the case of revolving
      credit debt; provided that if such Indebtedness is Incurred to refinance other
      Indebtedness denominated in a foreign currency, and such refinancing would
      cause
      the applicable U.S. dollar-denominated restriction to be exceeded if calculated
      at the relevant currency exchange rate in effect on the date of such
      refinancing, such U.S. dollar-denominated restriction shall be deemed not to
      have been exceeded so long as the principal amount of such refinancing
      Indebtedness does not exceed the principal amount of such Indebtedness being
      refinanced.

     

    SECTION
      4.04. Limitation
      on Restricted Payments.
      iv)
      The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly:

     

    (i) declare
      or pay any dividend or make any distribution on account of the
      Issuer’s
      or any
      of its Restricted Subsidiaries’
      Equity
      Interests, including any payment made in connection with any merger,
      amalgamation or consolidation involving the Issuer (other than (A) dividends
      or
      distributions by the Issuer payable solely in Equity Interests (other than
      Disqualified Stock) of the Issuer; or (B) dividends or distributions by a
      Restricted Subsidiary so long as, in the case of any dividend or distribution
      payable on or in respect of any class or series of securities issued by a
      Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the
      Issuer or a Restricted Subsidiary receives at least its pro rata share of such
      dividend or distribution in accordance with its Equity Interests in such class
      or series of securities);

     


    
      
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    (ii) purchase
      or otherwise acquire or retire for value any Equity Interests of the Issuer
      or
      any direct or indirect parent of the Issuer;

     

    (iii) make
      any
      principal payment on, or redeem, repurchase, defease or otherwise acquire or
      retire for value, in each case prior to any scheduled repayment or scheduled
      maturity, any Subordinated Indebtedness of the Issuer or any of its Restricted
      Subsidiaries (other than the payment, redemption, repurchase, defeasance,
      acquisition or retirement of (A) Subordinated Indebtedness in anticipation
      of
      satisfying a sinking fund obligation, principal installment or final maturity,
      in each case due within one year of the date of such payment, redemption,
      repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted
      under clauses (vii) and (ix) of Section 4.03(b)); or

     

    (iv) make
      any
      Restricted Investment

     

    (all
      such
      payments and other actions set forth in clauses (i) through (iv) above being
      collectively referred to as “Restricted Payments”), unless, at the time of such
      Restricted Payment:

     

    (1) no
      Default shall have occurred and be continuing or would occur as a consequence
      thereof;

     

    (2) immediately
      after giving effect to such transaction on a pro forma basis, the Issuer could
      Incur $1.00 of additional Indebtedness under Section 4.03(a); and

     

    (3) such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Issuer and its Restricted Subsidiaries after the Issue
      Date
      (including Restricted Payments permitted by clauses (i), (iv) (only to the
      extent of one-half of the amounts paid pursuant to such clause), (vi) and (viii)
      of Section 4.04(b), but excluding all other Restricted Payments permitted by
      Section 4.04(b)), is less than the amount equal to the Cumulative
      Credit.

     

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

     

    (i) the
      payment of any dividend or distribution within 60 days after the date of
      declaration thereof, if at the date of declaration such payment would have
      complied with the provisions of this Indenture;

     

    (ii) 1.
      the
      repurchase, retirement or other acquisition of any Equity Interests
      (“Retired
      Capital Stock”)
      of the
      Issuer or any direct or indirect parent of the Issuer or Subordinated
      Indebtedness of the Issuer, any direct or indirect parent of the Issuer or
      any
      Guarantor in exchange for, or out of the proceeds of, the substantially
      concurrent sale of, Equity Interests of the Issuer or any direct or indirect
      parent of the Issuer or contributions to the equity capital of the Issuer (other
      than any Disqualified Stock or any Equity Interests sold to a Subsidiary of
      the
      Issuer or to an employee stock ownership plan or any trust established by the
      Issuer or any of its Subsidiaries) (collectively, including any such
      contributions, “Refunding
      Capital Stock”);
      and

     


    
      
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    (B) the
      declaration and payment of accrued dividends on the Retired Capital Stock out
      of
      the proceeds of the substantially concurrent sale (other than to a Subsidiary
      of
      the Issuer or to an employee stock ownership plan or any trust established
      by
      the Issuer or any of its Subsidiaries) of Refunding Capital Stock;

     

    (iii) the
      redemption, repurchase or other acquisition or retirement of Subordinated
      Indebtedness of the Issuer or any Guarantor made by exchange for, or out of
      the
      proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer
      or a Guarantor which is Incurred in accordance with Section 4.03 so long
      as

     

    (A) the
      principal amount of such new Indebtedness does not exceed the principal amount
      of the Subordinated Indebtedness being so redeemed, repurchased, acquired or
      retired for value (plus the amount of any premium required to be paid under
      the
      terms of the instrument governing the Subordinated Indebtedness being so
      redeemed, repurchased, acquired or retired plus any fees incurred in connection
      therewith),

     

    (B) such
      Indebtedness is subordinated to the Securities or the related Guarantee, as
      the
      case may be, at least to the same extent as such Subordinated Indebtedness
      so
      purchased, exchanged, redeemed, repurchased, acquired or retired for
      value,

     

    (C) such
      Indebtedness has a final scheduled maturity date equal to or later than the
      earlier of (x) the final scheduled maturity date of the Subordinated
      Indebtedness being so redeemed, repurchased, acquired or retired or (y) 91
      days
      following the maturity date of the Securities, and

     

    (D) such
      Indebtedness has a Weighted Average Life to Maturity at the time Incurred which
      is not less than the remaining Weighted Average Life to Maturity of the
      Subordinated Indebtedness being so redeemed, repurchased, acquired or
      retired;

     

    (iv) the
      repurchase, retirement or other acquisition (or dividends to any direct or
      indirect parent of the Issuer to finance any such repurchase, retirement or
      other acquisition) for value of Equity Interests of the Issuer or any direct
      or
      indirect parent of the Issuer held by any future, present or former employee,
      director or consultant of the Issuer or any direct or indirect parent of the
      Issuer or any Subsidiary of the Issuer pursuant to any management equity plan
      or
      stock option plan or any other management or employee benefit plan or other
      agreement or arrangement; provided,
      however,
      that
      the aggregate amounts paid under this clause (iv) do not exceed $15.0 million
      in
      any calendar year (with unused amounts in any calendar year being permitted
      to
      be carried over for the two succeeding calendar years); provided,
      further,
      however,
      that
      such amount in any calendar year may be increased by an amount not to
      exceed:

     

    (A) the
      cash
      proceeds received by the Issuer or any of its Restricted Subsidiaries from
      the
      sale of Equity Interests (other than Disqualified Stock) of the Issuer or any
      direct or indirect parent of the Issuer (to the extent contributed to the
      Issuer) to

     


    
      
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    members
      of management, directors or consultants of the Issuer and its Restricted
      Subsidiaries or any direct or indirect parent of the Issuer that occurs after
      the Issue Date (provided
      that the
      amount of such cash proceeds utilized for any such repurchase, retirement,
      other
      acquisition or dividend shall not increase the amount available for Restricted
      Payments under Section 4.04(a)(3)); plus

     

    (2) the
      cash
      proceeds of key man life insurance policies received by the Issuer or any direct
      or indirect parent of the Issuer (to the extent contributed to the Issuer)
      or
      the Issuer’s Restricted Subsidiaries after the Issue Date;

     

    provided
      that the
      Issuer may elect to apply all or any portion of the aggregate increase
      contemplated by clauses (A) and (B) above in any calendar year;

     

    (v) the
      declaration and payment of dividends or distributions to holders of any class
      or
      series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries
      issued or incurred in accordance with Section 4.03;

     

    (vi) the
      declaration and payment of dividends or distributions (a) to holders of any
      class or series of Designated Preferred Stock (other than Disqualified Stock)
      issued after the Issue Date and (b) to any direct or indirect parent of the
      Issuer, the proceeds of which will be used to fund the payment of dividends
      to
      holders of any class or series of Designated Preferred Stock (other than
      Disqualified Stock) of any direct or indirect parent of the Issuer issued after
      the Issue Date; provided,
      however,
      that,
      (A) for the most recently ended four full fiscal quarters for which internal
      financial statements are available immediately preceding the date of issuance
      of
      such Designated Preferred Stock, after giving effect to such issuance (and
      the
      payment of dividends or distributions) on a pro forma basis, the Issuer would
      have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the
      aggregate amount of dividends declared and paid pursuant to this clause (vi)
      does not exceed the net cash proceeds actually received by the Issuer from
      any
      such sale of Designated Preferred Stock (other than Disqualified Stock) issued
      after the Issue Date;

     

    (vii) Investments
      in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken
      together with all other Investments made pursuant to this clause (vii) that
      are
      at that time outstanding, not to exceed the greater of $25.0 million and 1.0%
      of
      Total Assets at the time of such Investment (with the Fair Market Value of
      each
      Investment being measured at the time made and without giving effect to
      subsequent changes in value);

     

    (viii) the
      payment of dividends on the Issuer’s
      common
      stock (or the payment of dividends to any direct or indirect parent of the
      Issuer to fund the payment by such direct or indirect parent of the Issuer
      of
      dividends on such entity’s
      common
      stock) of up to 6% per annum of the net proceeds received by the Issuer from
      any
      public offering of common stock of the Issuer or any direct or indirect parent
      of the Issuer;

     


    
      
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    (ix) Investments
      that are made with Excluded Contributions;

     

    (x) other
      Restricted Payments in an aggregate amount not to exceed the greater of $50.0
      million and 2.0% of Total Assets at the time made;

     

    (xi) the
      distribution, as a dividend or otherwise, of shares of Capital Stock of, or
      Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by,
      Unrestricted Subsidiaries;

     

    (xii) the
      payment of dividends or other distributions to any direct or indirect parent
      of
      the Issuer in amounts required for such parent to pay federal, state or local
      income taxes (as the case may be) imposed directly on such parent to the extent
      such income taxes are attributable to the income of the Issuer and its
      Restricted Subsidiaries (including, without limitation, by virtue of such parent
      being the common parent of a consolidated or combined tax group of which the
      Issuer and/or its Restricted Subsidiaries are members);

     

    (xiii) the
      payment of dividends, other distributions or other amounts or the making of
      loans or advances by the Issuer, if applicable:

     

    (A) in
      amounts required for any direct or indirect parent of the Issuer, if applicable,
      to pay fees and expenses (including franchise or similar taxes) required to
      maintain its corporate existence, customary salary, bonus and other benefits
      payable to, and indemnities provided on behalf of, officers and employees of
      any
      direct or indirect parent of the Issuer, if applicable, and general corporate
      overhead expenses of any direct or indirect parent of the Issuer, if applicable,
      in each case to the extent such fees and expenses are attributable to the
      ownership or operation of the Issuer, if applicable, and its Subsidiaries;
      and

     

    (B) in
      amounts required for any direct or indirect parent of the Issuer, if applicable,
      to pay interest and/or principal on Indebtedness the proceeds of which have
      been
      contributed to the Issuer or any of its Restricted Subsidiaries and that has
      been guaranteed by, or is otherwise considered Indebtedness of, the Issuer
      Incurred in accordance with Section 4.03; and

     

    (C) in
      amounts required for any direct or indirect parent of the Issuer to pay fees
      and
      expenses, other than to Affiliates of the Issuer, related to any unsuccessful
      equity or debt offering of such parent.

     

    (xiv) cash
      dividends or other distributions on the Issuer’s
      Capital
      Stock used to, or the making of loans to any direct or indirect parent of the
      Issuer to, fund the Transactions and the payment of fees and expenses incurred
      in connection with the Transactions or owed by the Issuer or any direct or
      indirect parent of the Issuer, as the case may be, or Restricted Subsidiaries
      of
      the Issuer to Affiliates, in each case to the extent permitted by Section
      4.07;

     


    
      
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    (xv) repurchases
      of Equity Interests deemed to occur upon exercise of stock options or warrants
      if such Equity Interests represent a portion of the exercise price of such
      options or warrants;

     

    (xvi) purchases
      of receivables pursuant to a Receivables Repurchase Obligation in connection
      with a Qualified Receivables Financing and the payment or distribution of
      Receivables Fees;

     

    (xvii) payments
      of cash, or dividends, distributions or advances by the Issuer or any Restricted
      Subsidiary to allow the payment of cash in lieu of the issuance of fractional
      shares upon the exercise of options or warrants or upon the conversion or
      exchange of Capital Stock of any such Person;

     

    (xviii) the
      repurchase, redemption or other acquisition or retirement for value of any
      Subordinated Indebtedness pursuant to the provisions similar to those described
      under Sections 4.06 and 4.08; provided that all Securities tendered by Holders
      in connection with a Change of Control Offer or Asset Sale Offer, as applicable,
      have been repurchased, redeemed or acquired for value; and

     

    (xix) any
      payments made, including any such payments made to any direct or indirect parent
      of the Issuer to enable it to make payments, in connection with the consummation
      of the Transactions or as contemplated by the Acquisition Documents (other
      than
      payments to any Permitted Holder or any Affiliate thereof);

     

    provided,
      however,
      that at
      the time of, and after giving effect to, any Restricted Payment permitted under
      clauses (vi), (vii), (x) and (xi) of this Section 4.04(b), no Default shall
      have
      occurred and be continuing or would occur as a consequence thereof.

     

    (c) As
      of the
      Issue Date, all of the Issuer’s
      Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit
      any
      Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to
      the
      definition of “Unrestricted
      Subsidiary.”
      For
      purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,
      all outstanding Investments by the Issuer and its Restricted Subsidiaries
      (except to the extent repaid) in the Subsidiary so designated shall be deemed
      to
      be Restricted Payments in an amount determined as set forth in the last sentence
      of the definition of “Investments.”
      Such
      designation shall only be permitted if a Restricted Payment in such amount
      would
      be permitted at such time and if such Subsidiary otherwise meets the definition
      of an Unrestricted Subsidiary.

     

    SECTION
      4.05. Dividend
      and Other Payment Restrictions Affecting Subsidiaries.
      The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly, create or otherwise cause or suffer to exist or become
      effective any consensual encumbrance or consensual restriction on the ability
      of
      any Restricted Subsidiary to:

     

    (a) (i)
      pay
      dividends or make any other distributions to the Issuer or any of its Restricted
      Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest
      or

     


    
      
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    participation
      in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer
      or any of its Restricted Subsidiaries;

     

    (b) make
      loans or advances to the Issuer or any of its Restricted Subsidiaries;
      or

     

    (c) sell,
      lease or transfer any of its properties or assets to the Issuer or any of its
      Restricted Subsidiaries;

     

    except
      in
      each case for such encumbrances or restrictions existing under or by reason
      of:

     

    (1) contractual
      encumbrances or restrictions in effect on the Issue Date, including pursuant
      to
      the Credit Agreement and the other Credit Agreement Documents;

     

    (2) this
      Indenture, the Securities (and any Exchange Securities and guarantees thereof),
      the Security Documents and the Intercreditor Agreement and (ii) the Senior
      Subordinated Note Purchase Agreement, the Senior Subordinated Notes (and any
      exchange Senior Subordinated Notes and guarantees thereof) and the indenture
      governing the Senior Subordinated Notes;

     

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

     

    (4) any
      agreement or other instrument relating to Indebtedness of a Person acquired
      by
      the Issuer or any Restricted Subsidiary which was in existence at the time
      of
      such acquisition (but not created in contemplation thereof or to provide all
      or
      any portion of the funds or credit support utilized to consummate such
      acquisition), which encumbrance or restriction is not applicable to any Person,
      or the properties or assets of any Person, other than the Person, or the
      property or assets of the Person, so acquired;

     

    (5) contracts
      or agreements for the sale of assets, including any restriction with respect
      to
      a Restricted Subsidiary imposed pursuant to an agreement entered into for the
      sale or disposition of the Capital Stock or assets of such Restricted Subsidiary
      pending the closing of such sale or disposition;

     

    (6) Secured
      Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and
      4.12 that limit the right of the debtor to dispose of the assets securing such
      Indebtedness;

     

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

     

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

     

    (9) purchase
      money obligations for property acquired in the ordinary course of business
      that
      impose restrictions of the nature discussed in Section 4.05(c) above on the
      property so acquired;

     


    
      
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    (10) customary
      provisions contained in leases, licenses and other similar agreements entered
      into in the ordinary course of business that impose restrictions of the type
      described in clause (c) above on the property subject to such
      lease;

     

    (11) any
      encumbrance or restriction of a Receivables Subsidiary effected in connection
      with a Qualified Receivables Financing; provided, however, that such
      restrictions apply only to such Receivables Subsidiary;

     

    (12) other
      Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary
      of the Issuer (i) that is a Guarantor that is Incurred subsequent to the Issue
      Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary
      of the Issuer subsequent to the Issue Date pursuant to clause (iv), (xii) or
      (xx) of Section 4.03(b);

     

    (13) any
      Restricted Investment not prohibited by Section 4.04 and any Permitted
      Investment; or

     

    (14) any
      encumbrances or restrictions of the type referred to in clauses (a), (b) and
      (c)
      above imposed by any amendments, modifications, restatements, renewals,
      increases, supplements, refundings, replacements or refinancings of the
      contracts, instruments or obligations referred to in clauses (1) through (13)
      above; provided
      that
      such amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings are, in the good faith judgment of
      the
      Issuer, no more restrictive with respect to such dividend and other payment
      restrictions than those contained in the dividend or other payment restrictions
      prior to such amendment, modification, restatement, renewal, increase,
      supplement, refunding, replacement or refinancing.

     

    For
      purposes of determining compliance with this Section 4.05, (i) the priority
      of
      any Preferred Stock in receiving dividends or liquidating distributions prior
      to
      dividends or liquidating distributions being paid on common stock shall not
      be
      deemed a restriction on the ability to make distributions on Capital Stock
      and
      (ii) the subordination of loans or advances made to the Issuer or a Restricted
      Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any
      such Restricted Subsidiary shall not be deemed a restriction on the ability
      to
      make loans or advances.

     

    SECTION
      4.06. Asset
      Sales v)
      The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      cause or make an Asset Sale, unless (x) the Issuer or any of its Restricted
      Subsidiaries, as the case may be, receives consideration at the time of such
      Asset Sale at least equal to the Fair Market Value (as determined in good faith
      by the Issuer) of the assets sold or otherwise disposed of, and (y) at least
      75%
      of the consideration therefor received by the Issuer or such Restricted
      Subsidiary, as the case may be, is in the form of Cash Equivalents; provided
      that the
      amount of:

     

    (i) any
      liabilities (as shown on the Issuer’s
      or such
      Restricted Subsidiary’s
      most
      recent balance sheet or in the notes thereto) of the Issuer or any Restricted
      Subsidiary of the Issuer (other than liabilities that are by their
      terms

     


    
      
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    subordinated
      to the Securities or any Guarantee) that are assumed by the transferee of any
      such assets,

     

    (ii) any
      notes
      or other obligations or other securities or assets received by the Issuer or
      such Restricted Subsidiary of the Issuer from such transferee that are converted
      by the Issuer or such Restricted Subsidiary of the Issuer into cash within
      180
      days of the receipt thereof (to the extent of the cash received),
      and

     

    (iii) any
      Designated Non-cash Consideration received by the Issuer or any of its
      Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market
      Value, taken together with all other Designated Non-cash Consideration received
      pursuant to this clause (iii) that is at that time outstanding, not to exceed
      the greater of 2.0% of Total Assets and $50.0 million at the time of the receipt
      of such Designated Non-cash Consideration (with the Fair Market Value of each
      item of Designated Non-cash Consideration being measured at the time received
      and without giving effect to subsequent changes in value)

     

    shall
      be
      deemed to be Cash Equivalents for the purposes of this Section
      4.06(a).

     

    (b) Within
      365 days after the Issuer’s
      or any
      Restricted Subsidiary of the Issuer’s
      receipt
      of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary
      of the Issuer may apply the Net Proceeds from such Asset Sale, at its
      option:

     

    (i) to
      repay
      Indebtedness constituting First Priority Lien Obligations (and, if the
      Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce
      commitments with respect thereto), Indebtedness of a Foreign Subsidiary or
      Pari
      Passu Indebtedness (provided
      that if
      the Issuer or any Guarantor shall so reduce Obligations under Pari Passu
      Indebtedness (other than any First Priority Lien Obligation), the Issuer shall
      equally and ratably reduce Obligations under the Securities through open-market
      purchases (provided
      that
      such purchases are at or above 100% of the principal amount thereof) or by
      making an offer (in accordance with the procedures set forth below for an Asset
      Sale Offer) to all Holders to purchase at a purchase price equal to 100% of
      the
      principal amount thereof, plus accrued and unpaid interest and Additional
      Interest, if any, the pro rata principal amount of Securities) or Indebtedness
      of a Restricted Subsidiary that is not a Guarantor, in each case other than
      Indebtedness owed to the Issuer or an Affiliate of the Issuer,

     

    (ii) to
      make
      an investment in any one or more businesses (provided that if such investment
      is
      in the form of the acquisition of Capital Stock of a Person, such acquisition
      results in such Person becoming a Restricted Subsidiary of the Issuer), assets,
      or property or capital expenditures, in each case used or useful in a Similar
      Business, or

     

    (iii) to
      make
      an investment in any one or more businesses (provided that if such investment
      is
      in the form of the acquisition of Capital Stock of a Person, such acquisition
      results in such Person becoming a Restricted Subsidiary

     


    
      
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    of
      the
      Issuer), properties or assets that replace the properties and assets that are
      the subject of such Asset Sale.

     

    In
      the
      case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated
      as
      a permitted application of the Net Proceeds from the date of such commitment;
      provided that in the event such binding commitment is later canceled or
      terminated for any reason before such Net Proceeds are so applied, the Issuer
      or
      such Restricted Subsidiary enters into another binding commitment within nine
      months of such cancellation or termination of the prior binding commitment;
      provided,
      further
      that the
      Issuer or such Restricted Subsidiary may only enter into such a commitment
      under
      the foregoing provision one time with respect to each Asset Sale.

     

    Pending
      the final application of any such Net Proceeds, the Issuer or such Restricted
      Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving
      credit facility, if any, or otherwise invest such Net Proceeds in Cash
      Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset
      Sale
      that are not applied as provided and within the time period set forth in the
      first sentence of this Section 4.06(b) (it being understood that any portion
      of
      such Net Proceeds used to make an offer to purchase Securities, as described
      in
      clause (i) of this Section 4.06(b), shall be deemed to have been invested
      whether or not such offer is accepted) shall be deemed to constitute “Excess
      Proceeds.” When
      the
      aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall
      make
      an offer to all Holders of Securities (and, at the option of the Issuer, to
      holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the
      maximum principal amount of Securities (and such Pari Passu Indebtedness),
      that
      is at least $2,000 and an integral multiple of $1,000 that may be purchased
      out
      of the Excess Proceeds at an offer price in cash in an amount equal to 100%
      of
      the principal amount thereof (or, in the event such Pari Passu Indebtedness
      was
      issued with significant original issue discount, 100% of the accreted value
      thereof), plus accrued and unpaid interest and Additional Interest, if any
      (or,
      in respect of such Pari Passu Indebtedness, such lesser price, if any, as may
      be
      provided for by the terms of such Pari Passu Indebtedness), to the date fixed
      for the closing of such offer, in accordance with the procedures set forth
      in
      this Section 4.06. The Issuer shall commence an Asset Sale Offer with respect
      to
      Excess Proceeds within 10 Business Days after the date that Excess Proceeds
      exceeds $15.0 million by mailing the notice required pursuant to the terms
      of
      Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate
      amount of Securities (and such Pari Passu Indebtedness) tendered pursuant to
      an
      Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any
      remaining Excess Proceeds for general corporate purposes. If the aggregate
      principal amount of Securities (and such Pari Passu Indebtedness) surrendered
      by
      holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
      the Securities to be purchased in the manner described in Section 4.06(e).
      Upon
      completion of any such Asset Sale Offer, the amount of Excess Proceeds shall
      be
      reset at zero.

     

    (c) The
      Issuer shall comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations to the extent such laws or
      regulations are applicable in connection with the repurchase of the Securities
      pursuant to an Asset Sale Offer. To the extent that the provisions of any
      securities laws or regulations conflict with the provisions of this Indenture,
      the Issuer shall comply with the applicable securities laws and regulations
      and
      shall not be deemed to have breached its obligations described in this Indenture
      by virtue thereof.

     


    
      
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    (d) Not
      later
      than the date upon which written notice of an Asset Sale Offer is delivered
      to
      the Trustee as provided above, the Issuer shall deliver to the Trustee an
      Officers’
      Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation
      of
      the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer
      is
      being made and (iii) the compliance of such allocation with the provisions
      of
      Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with
      the Trustee or with a paying agent (or, if the Issuer or a Wholly Owned
      Restricted Subsidiary is acting as the Paying Agent, segregate and hold in
      trust) an amount equal to the Excess Proceeds to be invested in Cash
      Equivalents, as directed in writing by the Issuer, and to be held for payment
      in
      accordance with the provisions of this Section 4.06. Upon the expiration of
      the
      period for which the Asset Sale Offer remains open (the “Offer
      Period”),
      the
      Issuer shall deliver to the Trustee for cancellation the Securities or portions
      thereof that have been properly tendered to and are to be accepted by the
      Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the
      date
      of purchase, mail or deliver payment to each tendering Holder in the amount
      of
      the purchase price. In the event that the Excess Proceeds delivered by the
      Issuer to the Trustee are greater than the purchase price of the Securities
      tendered, the Trustee shall deliver the excess to the Issuer immediately after
      the expiration of the Offer Period for application in accordance with Section
      4.06.

     

    (e) 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
      Issuer 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 by the Holder
      for purchase and a statement that such Holder is withdrawing his election to
      have such Security purchased. If at the end of the Offer Period more Securities
      (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer
      than the Issuer is required to purchase, selection of such Securities for
      purchase shall be made by the Trustee in compliance with the requirements of
      the
      principal national securities exchange, if any, on which such Securities are
      listed, or if such Securities are not so listed, on a pro rata basis, by lot
      or
      by such other method as the Trustee shall deem fair and appropriate (and in
      such
      manner as complies with applicable legal requirements); provided that no
      Securities of $2,000 or less shall be purchased in part. Selection of such
      Pari
      Passu Indebtedness shall be made pursuant to the terms of such Pari Passu
      Indebtedness.

     

    (f) Notices
      of an Asset Sale Offer shall be mailed by first class mail, postage prepaid,
      at
      least 30 but not more than 60 days before the purchase date to each Holder
      of
      Securities at such Holder’s
      registered address. If any Security is to be purchased in part only, any notice
      of purchase that relates to such Security shall state the portion of the
      principal amount thereof that has been or is to be purchased.

     

    SECTION
      4.07. Transactions
      with Affiliates vi)
      The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly, make any payment to, or sell, lease, transfer or
      otherwise dispose of any of its properties or assets to, or purchase any
      property or assets from, or enter into or make or amend any transaction or
      series of transactions,

     


    
      
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    contract,
      agreement, understanding, loan, advance or guarantee with, or for the benefit
      of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate
      Transaction”)
      involving aggregate consideration in excess of $10.0 million,
      unless:

     

    (i) such
      Affiliate Transaction is on terms that are not materially less favorable to
      the
      Issuer or the relevant Restricted Subsidiary than those that could have been
      obtained in a comparable transaction by the Issuer or such Restricted Subsidiary
      with an unrelated Person; and

     

    (ii) with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $25.0 million, the Issuer
      delivers to the Trustee a resolution adopted in good faith by the majority
      of
      the Board of Directors of the Issuer, approving such Affiliate Transaction
      and
      set forth in an Officers’
      Certificate certifying that such Affiliate Transaction complies with clause
      (i)
      above.

     

    (b) The
      provisions of Section 4.07(a) shall not apply to the following:

     

    (i) transactions
      between or among the Issuer and/or any of its Restricted Subsidiaries and any
      merger of the Issuer and any direct parent of the Issuer; provided
      that
      such parent shall have no material liabilities and no material assets other
      than
      cash, Cash Equivalents and the Capital Stock of the Issuer and such merger
      is
      otherwise in compliance with the terms of this Indenture and effected for a
      bona
      fide business purpose;

     

    (ii) Restricted
      Payments permitted by Section 4.04 and Permitted Investments;

     

    (iii) (x)
      the
      entering into of any agreement (and any amendment or modification of any such
      agreement) to pay, and the payment of, annual management, consulting, monitoring
      and advisory fees to the Sponsors in an aggregate amount in any fiscal year
      not
      to exceed the greater of (A) $3.0 million and (B) 1.25% of EBITDA of the Issuer
      and its Restricted Subsidiaries for the immediately preceding fiscal year,
      and
      out-of-pocket expense reimbursement; provided, however, that any payment not
      made in any fiscal year may be carried forward and paid in the following two
      fiscal years and (y) the payment of the present value of all amounts payable
      pursuant to any agreement described in clause (iii)(x) of this Section 4.07(b)
      in connection with the termination of such agreement;

     

    (iv) the
      payment of reasonable and customary fees and reimbursement of expenses paid
      to,
      and indemnity provided on behalf of, officers, directors, employees or
      consultants of the Issuer or any Restricted Subsidiary or any direct or indirect
      parent of the Issuer;

     

    (v) payments
      by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for
      any
      financial advisory, financing, underwriting or placement services or in respect
      of other investment banking activities, including, without

     


    
      
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    limitation,
      in connection with acquisitions or divestitures, which payments are (x) made
      pursuant to the agreements with the Sponsors described in the Offering
      Memorandum or (y) approved by a majority of the Board of Directors of the Issuer
      in good faith;

     

    (vi) transactions
      in which the Issuer or any of its Restricted Subsidiaries, as the case may
      be,
      delivers to the Trustee a letter from an Independent Financial Advisor stating
      that such transaction is fair to the Issuer or such Restricted Subsidiary from
      a
      financial point of view or meets the requirements of clause (i) of Section
      4.07(a);

     

    (vii) payments
      or loans (or cancellation of loans) to employees or consultants which are
      approved by a majority of the Board of Directors of the Issuer in good
      faith;

     

    (viii) any
      agreement as in effect as of the Issue Date or any amendment thereto (so long
      as
      any such agreement together with all amendments thereto, taken as a whole,
      is
      not more disadvantageous to the Holders of the Securities in any material
      respect than the original agreement as in effect on the Issue Date) or any
      transaction contemplated thereby as determined in good faith by senior
      management or the Board of Directors of the Issuer;

     

    (ix) the
      existence of, or the performance by the Issuer or any of its Restricted
      Subsidiaries of its obligations under the terms of, Acquisition Documents,
      any
      stockholders agreement (including any registration rights agreement or purchase
      agreement related thereto) to which it is a party as of the Issue Date and
      any
      transaction, agreement or arrangement described in the Offering Memorandum
      and,
      in each case, any amendment thereto or similar transactions, agreements or
      arrangements which it may enter into thereafter; provided,
      however,
      that
      the existence of, or the performance by the Issuer or any of its Restricted
      Subsidiaries of its obligations under, any future amendment to any such existing
      transaction, agreement or arrangement or under any similar transaction,
      agreement or arrangement entered into after the Issue Date shall only be
      permitted by this clause (ix) to the extent that the terms of any such existing
      transaction, agreement or arrangement together with all amendments thereto,
      taken as a whole, or new transaction, agreement or arrangement are not otherwise
      more disadvantageous to the Holders of the Securities in any material respect
      than the original transaction, agreement or arrangement as in effect on the
      Issue Date;

     

    (x) the
      execution of the Transactions and the payment of all fees and expenses related
      to the Transactions, including fees to the Sponsors, which are described in
      the
      Offering Memorandum or contemplated by the Acquisition Documents;

     

    (xi) (A)
      transactions with customers, clients, suppliers or purchasers or sellers of
      goods or services, or transactions otherwise relating to the purchase or sale
      of
      goods or services, in each case in the ordinary course of business
      and

     


    
      
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    otherwise
      in compliance with the terms of this Indenture, which are fair to the Issuer
      and
      its Restricted Subsidiaries in the reasonable determination of the Board of
      Directors or the senior management of the Issuer, or are on terms at least
      as
      favorable as might reasonably have been obtained at such time from an
      unaffiliated party or (B) transactions with joint ventures or Unrestricted
      Subsidiaries entered into in the ordinary course of business;

     

    (xii) any
      transaction effected as part of a Qualified Receivables Financing;

     

    (xiii) the
      issuance of Equity Interests (other than Disqualified Stock) of the Issuer
      to
      any Person;

     

    (xiv) the
      issuances of securities or other payments, awards or grants in cash, securities
      or otherwise pursuant to, or the funding of, employment arrangements, stock
      option and stock ownership plans or similar employee benefit plans approved
      by
      the Board of Directors of the Issuer or any direct or indirect parent of the
      Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good
      faith;

     

    (xv) the
      entering into of any tax sharing agreement or arrangement and any payments
      permitted by Section 4.04(b)(xii);

     

    (xvi) any
      contribution to the capital of the Issuer;

     

    (xvii) transactions
      permitted by, and complying with, Section 5.01;

     

    (xviii) transactions
      between the Issuer or any of its Restricted Subsidiaries and any Person, a
      director of which is also a director of the Issuer or any direct or indirect
      parent of the Issuer; provided,
      however,
      that
      such director abstains from voting as a director of the Issuer or such direct
      or
      indirect parent, as the case may be, on any matter involving such other
      Person;

     

    (xix) pledges
      of Equity Interests of Unrestricted Subsidiaries;

     

    (xx) any
      employment agreements entered into by the Issuer or any of its Restricted
      Subsidiaries in the ordinary course of business; and

     

    (xxi) intercompany
      transactions undertaken in good faith (as certified by a responsible financial
      or accounting officer of the Issuer in an Officers’
      Certificate) for the purpose of improving the consolidated tax efficiency of
      the
      Issuer and its Subsidiaries and not for the purpose of circumventing any
      covenant set forth in this Indenture.

     

    SECTION
      4.08. Change
      of Control.
      vii)
      Upon a
      Change of Control, each Holder shall have the right to require the Issuer to
      repurchase 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 repurchase
      (subject to the right of the Holders of record

     


    
      
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    on
      the
      relevant record date to receive interest due on the relevant interest payment
      date), in accordance with the terms contemplated in this Section 4.08;
provided,
      however,
      that
      notwithstanding the occurrence of a Change of Control, the Issuer shall not
      be
      obligated to purchase any Securities pursuant to this Section 4.08 in the event
      that it has exercised its right to redeem such Securities in accordance with
      Article 3 of this Indenture. In the event that at the time of such Change of
      Control the terms of the Bank Indebtedness restrict or prohibit the repurchase
      of Securities pursuant to this Section 4.08, then prior to the mailing of the
      notice to the Holders provided for in Section 4.08(b) but in any event within
      30
      days following any Change of Control, the Issuer shall (i) repay in full all
      Bank Indebtedness or, if doing so will allow the purchase of Securities, offer
      to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each
      lender who has accepted such offer, or (ii) obtain the requisite consent under
      the agreements governing the Bank Indebtedness to permit the repurchase of
      the
      Securities as provided for in Section 4.08(b).

     

    (b) Within
      30
      days following any Change of Control, except to the extent that the Issuer
      has
      exercised its right to redeem the Securities in accordance with Article 3 of
      this Indenture, the Issuer shall mail a notice (a “Change
      of
      Control Offer”)
      to each
      Holder with a copy to the Trustee stating:

     

    (i) that
      a
      Change of Control has occurred and that such Holder has the right to require
      the
      Issuer to repurchase such Holder’s
      Securities at a repurchase price in cash equal to 101% of the principal amount
      thereof, plus accrued and unpaid interest and Additional Interest, if any,
      to
      the date of repurchase (subject to the right of the Holders of record on a
      record date to receive interest on the relevant interest payment
      date);

     

    (ii) the
      circumstances and relevant facts and financial information regarding such Change
      of Control;

     

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

     

    (iv) the
      instructions determined by the Issuer, consistent with this Section 4.08, that
      a
      Holder must follow in order to have its Securities purchased.

     

    (c) Holders
      electing to have a Security purchased shall be required to surrender the
      Security, with an appropriate form duly completed, to the Issuer at the address
      specified in the notice at least three Business Days prior to the purchase
      date.
      The Holders shall be entitled to withdraw their election if the Trustee or
      the
      Issuer 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. 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.

     


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

     

    (e) A
      Change
      of Control Offer may be made in advance of a Change of Control, and conditioned
      upon such Change of Control, if a definitive agreement is in place for the
      Change of Control at the time of making of the Change of Control
      Offer.

     

    (f) Notwithstanding
      the foregoing provisions of this Section, the Issuer shall not be required
      to
      make a Change of Control Offer upon a Change of Control if a third party makes
      the Change of Control Offer in the manner, at the times and otherwise in
      compliance with the requirements set forth in Section 4.08 applicable to a
      Change of Control Offer made by the Issuer and purchases all Securities validly
      tendered and not withdrawn under such Change of Control Offer.

     

    (g) Securities
      repurchased by the Issuer pursuant to a Change of Control Offer will have the
      status of Securities issued but not outstanding or will be retired and canceled
      at the option of the Issuer. Securities purchased by a third party pursuant
      to
      the preceding clause (f) will have the status of Securities issued and
      outstanding.

     

    (h) At
      the
      time the Issuer delivers Securities to the Trustee which are to be accepted
      for
      purchase, the Issuer shall also deliver an Officers’
      Certificate stating that such Securities are to be accepted by the Issuer
      pursuant to and in accordance with the terms of this Section 4.08. A Security
      shall be deemed to have been accepted for purchase at the time the Trustee,
      directly or through an agent, mails or delivers payment therefor to the
      surrendering Holder.

     

    (i) Prior
      to
      any Change of Control Offer, the Issuer shall deliver to the Trustee an
      Officers’
      Certificate stating that all conditions precedent contained herein to the right
      of the Issuer to make such offer have been complied with.

     

    (j) The
      Issuer 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 4.08, the Issuer shall comply with the applicable
      securities laws and regulations and shall not be deemed to have breached its
      obligations under this Section 4.08 by virtue thereof. 

     

    SECTION
      4.09. Compliance
      Certificate.
      The
      Issuer shall deliver to the Trustee within 120 days after the end of each fiscal
      year of the Issuer, beginning with the fiscal year end on December 30, 2006,
      an
      Officers’
      Certificate stating that in the course of the performance by the signers of
      their duties as Officers of the Issuer 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 Issuer is taking or proposes to take with respect thereto.
      The Issuer also shall comply with Section 314(a)(4) of the TIA.

     


    
      
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    SECTION
      4.10. Further
      Instruments and Acts.
      Upon
      request of the Trustee, the Issuer shall 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.

     

    SECTION
      4.11. Future
      Guarantors.
      The
      Issuer shall cause each Restricted Subsidiary that is a Domestic Subsidiary
      (unless such Subsidiary is a Receivables Subsidiary) that

     

    (i) guarantees
      any Indebtedness of the Issuer or any of its Restricted Subsidiaries,
      or

     

    (ii) incurs
      any Indebtedness or issues any shares of Disqualified Stock permitted to be
      Incurred or issued pursuant to clauses (i) or (xii) of Section 4.03(b) or not
      permitted to be Incurred by Section 4.03,

     

    to
      execute and deliver to the Trustee a supplemental indenture substantially in
      the
      form of Exhibit D pursuant to which such Subsidiary shall guarantee the Issuer’s
      Obligations under the Securities and the Indenture; and (b) to become a party
      to
      the Security Agreement and to execute and file all documents and instruments
      necessary to grant to the Collateral Agent a perfected security interest in
      the
      Collateral of such Restricted Subsidiary.

     

    SECTION
      4.12. Liens.
      viii)
      The
      Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly, create, Incur or suffer to exist (i) any Lien on any
      asset or property of the Issuer or such Restricted Subsidiary securing
      Indebtedness unless the Securities are equally and ratably secured with (or
      on a
      senior basis to, in the case of obligations subordinated in right of payment
      to
      the Securities) the obligations so secured until such time as such obligations
      are no longer secured by a Lien or (ii) any Lien securing any First Priority
      Lien Obligation of the Issuer or any Guarantor without effectively providing
      that the Securities or the applicable Guarantee, as the case may be, shall
      be
      granted a second priority security interest (subject to Permitted Liens) upon
      the assets or property constituting the collateral for such First Priority
      Lien
      Obligations, except as set forth under the Security Documents; provided,
      however, that if granting such second priority security interest requires the
      consent of a third party, the Issuer will use commercially reasonable efforts
      to
      obtain such consent with respect to the second priority security interest for
      the benefit of the Trustee on behalf of the holders of the Securities;
provided,
      further,
      however, that if such third party does not consent to the granting of such
      second priority security interest after the use of commercially reasonable
      efforts, the Issuer will not be required to provide such security interest.
      

     

    (b) Clause
      (i) of Section 4.12(a) shall not require the Issuer or any Restricted Subsidiary
      of the Issuer to secure the Securities if the Lien consists of a Permitted
      Lien.
      Any Lien which is granted to secure the Securities or such Guarantee under
      clause (i) of Section 4.12(a) (unless also granted pursuant to clause (ii)
      of
      Section 4.12(a)) shall be automatically released and discharged at the same
      time
      as the release of the Lien that gave rise to the obligation to secure the
      Securities or such Guarantee under clause (i) of Section 4.12(a). 

     


    
      
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    SECTION
      4.13. Maintenance
      of Office or Agency.
      ix)
      The
      Issuer shall maintain an office or agency (which may be an office of the Trustee
      or an affiliate of the Trustee or Registrar) where Securities may be surrendered
      for registration of transfer or for exchange and where notices and demands
      to or
      upon the Issuer in respect of the Securities and this Indenture may be served.
      The Issuer shall give prompt written notice to the Trustee of the location,
      and
      any change in the location, of such office or agency. If at any time the Issuer
      shall fail to maintain any such required office or agency or shall fail to
      furnish the Trustee with the address thereof, such presentations, surrenders,
      notices and demands may be made or served at the corporate trust office of
      the
      Trustee as set forth in Section 13.02.

     

    (b) The
      Issuer may also from time to time designate one or more other offices or
      agencies where the Securities may be presented or surrendered for any or all
      such purposes and may from time to time rescind such designations; provided,
      however,
      that no
      such designation or rescission shall in any manner relieve the Issuer of its
      obligation to maintain an office or agency for such purposes. The Issuer shall
      give prompt written notice to the Trustee of any such designation or rescission
      and of any change in the location of any such other office or
      agency.

     

    (c) The
      Issuer hereby designates the corporate trust office of the Trustee or its Agent
      as such office or agency of the Issuer in accordance with Section
      2.04.

     

    SECTION
      4.14. Amendment
      of Security Documents.
      The
      Issuer shall not amend, modify or supplement, or permit or consent to any
      amendment, modification or supplement of, the Security Documents in any way
      that
      would be adverse to the holders of the Securities in any material respect,
      except as contemplated by the Intercreditor Agreement or as permitted under
      Article 9.

     

    SECTION
      4.15. After-Acquired
      Property.
      Upon
      the acquisition by the Issuer or any Guarantor of any First-Priority
      After-Acquired Property, the Issuer or such 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 Trustee a perfected security interest, subject only to Permitted Liens,
      in
      such First-Priority After-Acquired Property and to have such First-Priority
      After-Acquired Property (but subject to certain limitations, if applicable)
      added to the Collateral, and thereupon all provisions of this Indenture relating
      to the Collateral shall be deemed to relate to such First-Priority
      After-Acquired Property to the same extent and with the same force and effect;
      provided, however, that if granting such second-priority security interest
      in
      such First-Priority After-Acquired Property requires the consent of a third
      party, the Issuer shall use commercially reasonable efforts to obtain such
      consent with respect to the second-priority interest for the benefit of the
      Trustee on behalf of the Holders; provided further, however, that if such third
      party does not consent to the granting of such second-priority security interest
      after the use of such commercially reasonable efforts, the Issuer or such
      Guarantor, as the case may be, will not be required to provide such security
      interest.

     

    SECTION
      4.16. Termination
      and Suspension of Certain Covenants.

     

    (a) If,
      on
      any date following the Issue Date, (i) the Securities have Investment Grade
      Ratings from

     


    
      
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    both
      Rating Agencies, and the Issuer has delivered notice of such Investment Grade
      Ratings to the Trustee, and (ii) no Default has occurred and is continuing
      under this Indenture, then beginning on that day and continuing at all times
      thereafter regardless of any subsequent changes in the ratings of the
      Securities, the Issuer and its Restricted Subsidiaries shall no longer be
      subject to Section 4.03 hereof, Section 4.04 hereof, Section 4.05 hereof,
      Section 4.06 hereof, Section 4.07 hereof, Section 4.11 hereof and clause (iv)
      of
      Section 5.01 hereof.

     

    (b) During
      any period of time when (i) the Securities have Investment Grade Ratings from
      both Rating Agencies, and the Issuer has delivered notice of such Investment
      Grade Ratings to the Trustee, and (ii) no Default has occurred and is
      continuing under this Indenture (the occurrence of the events described in
      the
      foregoing clauses (i) and (ii) being collectively referred to as a
“Covenant
      Suspension Event”),
      the
      Issuer and its Restricted Subsidiaries will not be subject to Section 4.08
      hereof (the “Suspended
      Covenant”).

     

    (c) In
      the
      event that the Issuer and its Restricted Subsidiaries are not subject to the
      Suspended Covenant under this Indenture for any period of time as a result
      of
      the foregoing, and on any subsequent date (the “Reversion
      Date”)
      one or
      both of the Rating Agencies withdraw their Investment Grade Rating or downgrade
      the rating assigned to the Securities below an Investment Grade Rating then
      the
      Issuer and its Restricted Subsidiaries shall thereafter again be subject to
      the
      Suspended Covenant under this Indenture. The period of time between the Covenant
      Suspension Event and the Reversion Date is referred to herein as the
“Suspension
      Period”.

     

    (d) In
      the
      event that the Issuer and its Restricted Subsidiaries are not subject to the
      Suspended Covenants and the Issuer or any of its Affiliates enter into an
      agreement to effect a transaction that would result in a Change of Control
      and
      one or more of the Rating Agencies indicate that if consummated, such
      transaction (alone or together with any related recapitalization or refinancing
      transactions) would cause such Rating Agency to withdraw its Investment Grade
      Rating or downgrade the ratings assigned to the Securities below an Investment
      Grade Rating, then the Issuer and its Restricted Subsidiaries shall thereafter
      again be subject the Suspended Covenants hereof with respect to future events,
      including, without limitation, a proposed transaction described in this clause
      (c).

     

    (e) The
      Issuer shall deliver promptly to the Trustee an Officer’s
      Certificate notifying it of any occurrence under this Section 4.15.

     

    ARTICLE
      5


     

    SUCCESSOR
      COMPANY

     

    SECTION
      5.01. When
      Issuer May Merge or Transfer Assets.
      The
      Issuer shall not, directly or indirectly, consolidate, amalgamate or merge
      with
      or into or wind up or convert into (whether or not the Issuer is the surviving
      Person), or sell, assign, transfer, lease, convey or

     


    
      
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    otherwise
      dispose of all or substantially all of its properties or assets in one or more
      related transactions, to any Person unless:

     

    (i) the
      Issuer is the surviving Person or the Person formed by or surviving any such
      consolidation, amalgamation, merger, winding up or conversion (if other than
      the
      Issuer) or to which such sale, assignment, transfer, lease, conveyance or other
      disposition shall have been made is a corporation, partnership or limited
      liability company organized or existing under the laws of the United States,
      any
      state thereof, the District of Columbia, or any territory thereof (the Issuer
      or
      such Person, as the case may be, being herein called the “Successor
      Company”);
      provided
      that in
      the case where the surviving Person is not a corporation, a co-obligor of the
      Securities is a corporation;

     

    (ii) the
      Successor Company (if other than the Issuer) expressly assumes all the
      obligations of the Issuer under this Indenture, the Securities and the Security
      Documents pursuant to supplemental indentures or other documents or instruments
      in form reasonably satisfactory to the Trustee;

     

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

     

    (iv) immediately
      after giving pro forma effect to such transaction, as if such transaction had
      occurred at the beginning of the applicable four-quarter period (and treating
      any Indebtedness which becomes an obligation of the Successor Company or any
      of
      its Restricted Subsidiaries as a result of such transaction as having been
      Incurred by the Successor Company or such Restricted Subsidiary at the time
      of
      such transaction), either

     

    (A) the
      Successor Company would be permitted to Incur at least $1.00 of additional
      Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
      Section 4.03(a); or

     

    (B) the
      Fixed
      Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries
      would be greater than such ratio for the Issuer and its Restricted Subsidiaries
      immediately prior to such transaction;

     

    (v) each
      Guarantor, unless it is the other party to the transactions described above,
      shall have by supplemental indenture confirmed that its Guarantee shall apply
      to
      such Person’s
      obligations under this Indenture and the Securities; and

     

    (vi) the
      Issuer 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 indentures (if any) comply with this
      Indenture.

     


    
      
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    The
      Successor Company (if other than the Issuer) shall succeed to, and be
      substituted for, the Issuer under this Indenture, the Securities and the
      Security Documents, and in such event the Issuer will automatically be released
      and discharged from its obligations under this Indenture, the Securities and
      the
      Security Documents. Notwithstanding the foregoing clauses (iii) and (iv) of
      this
      Section 5.01(a), (A) any Restricted Subsidiary may merge, consolidate or
      amalgamate with or transfer all or part of its properties and assets to the
      Issuer or to another Restricted Subsidiary, and (B) the Issuer may merge,
      consolidate or amalgamate with an Affiliate incorporated solely for the purpose
      of reincorporating the Issuer in another state of the United States, the
      District of Columbia or any territory of the United States or may convert into
      a
      limited liability company, so long as the amount of Indebtedness of the Issuer
      and its Restricted Subsidiaries is not increased thereby. This Article 5 will
      not apply to a sale, assignment, transfer, conveyance or other disposition
      of
      assets between or among the Issuer and its Restricted Subsidiaries.


     

    (b) Subject
      to the provisions of Section 12.02(b) (which govern the release of a Guarantee
      upon the sale or disposition of a Restricted Subsidiary of the Issuer that
      is a
      Guarantor), no Guarantor shall, and the Issuer shall not permit any Guarantor
      to, consolidate, amalgamate or merge with or into or wind up into (whether
      or
      not such Guarantor is the surviving Person), or sell, assign, transfer, lease,
      convey or otherwise dispose of all or substantially all of its properties or
      assets in one or more related transactions to, any Person (other than any such
      sale, assignment, transfer, lease, conveyance or disposition in connection
      with
      the Transactions described in the Offering Memorandum) unless:

     

    (i) either
      (A) such Guarantor is the surviving Person or the Person formed by or surviving
      any such consolidation, amalgamation or merger (if other than such Guarantor)
      or
      to which such sale, assignment, transfer, lease, conveyance or other disposition
      shall have been made is a corporation, partnership or limited liability company
      organized or existing under the laws of the United States, any state thereof,
      the District of Columbia, or any territory thereof (such Guarantor or such
      Person, as the case may be, being herein called the “Successor
      Guarantor”
      ) and
      the Successor Guarantor (if other than such Guarantor) expressly assumes all
      the
      obligations of such Guarantor under this Indenture, such Guarantors’
      Guarantee and the Security Documents pursuant to a supplemental indenture or
      other documents or instruments in form reasonably satisfactory to the Trustee,
      or (b) such sale or disposition or consolidation, amalgamation or merger is
      not
      in violation of Section 4.06; and

     

    (ii) the
      Successor Guarantor (if other than such Guarantor) shall have delivered or
      caused to be delivered to the Trustee an Officers’
      Certificate and an Opinion of Counsel, each stating that such consolidation,
      amalgamation, merger or transfer and such supplemental indenture (if any) comply
      with this Indenture.

     

    Except
      as
      otherwise provided in this Indenture, the Successor Guarantor (if other than
      such Guarantor) will succeed to, and be substituted for, such Guarantor under
      this Indenture,

     


    
      
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    such
      Guarantor’s Guarantee and the Security Documents, and such Guarantor will
      automatically be released and discharged from its obligations under this
      Indenture, such Guarantor’s Guarantee and the Security Documents.
      Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or
      consolidate with an Affiliate incorporated solely for the purpose of
      reincorporating such Guarantor in another state of the United States, the
      District of Columbia or any territory of the United States so long as the amount
      of Indebtedness of the Guarantor is not increased thereby and (2) a Guarantor
      may merge, amalgamate or consolidate with another Guarantor or the
      Issuer.

     

    In
      addition, notwithstanding the foregoing, any Guarantor may consolidate,
      amalgamate or merge with or into or wind up into, or sell, assign, transfer,
      lease, convey or otherwise dispose of all or substantially all of its properties
      or assets (collectively, a “Transfer”) to (x) the Issuer or any Guarantor or (y)
      any Restricted Subsidiary of the Issuer that is not a Guarantor; provided that
      at the time of each such Transfer pursuant to clause (y) the aggregate amount
      of
      all such Transfers since the Issue Date shall not exceed 5.0% of the
      consolidated assets of the Issuer and the Guarantors as shown on the most recent
      available balance sheet of the Issuer and the Restricted Subsidiaries after
      giving effect to each such Transfer and including all Transfers occurring from
      and after the Issue Date (excluding Transfers in connection with the
      Transactions described in the Offering Memorandum).

     

    Upon
      consummation of the Transactions, the Company shall execute and deliver to
      the
      Trustee a supplemental indenture of the type referred to in Section 5.01(a)(ii),
      whereupon the Issuer shall be the Successor Company and shall succeed to, and
      be
      substituted for, and may exercise every right and power of, Merger Sub under
      this Indenture. Notwithstanding anything in this Article 5 to the contrary,
      the
      merger of Merger Sub with and into the Company on the Issue Date as described
      in
      the Merger Agreement shall be permitted under this Indenture.

     

    ARTICLE
      6


     

    DEFAULTS
      AND REMEDIES

     

    SECTION
      6.01. Events
      of Default.
      An
“Event
      of
      Default”
      with
      respect to the Fixed Rate Notes or the Floating Rate Notes, as applicable,
      occurs if:

     

    (a) there
      is
      a default in any payment of interest (including any additional interest) on
      any
      Fixed Rate Note or Floating Rate Note, as the case may be, when the same becomes
      due and payable, and such default continues for a period of 30
      days,

     

    (b) there
      is
      a default in the payment of principal or premium, if any, of any Fixed Rate
      Note
      or Floating Rate Note, as the case may be, when due at its Stated Maturity,
      upon
      optional redemption, upon required repurchase, upon declaration or
      otherwise,

     

    (c) the
      Issuer or any of the Restricted Subsidiaries fails to comply with its
      obligations under Section 5.01,

     

    (d) the
      Issuer or any of the Restricted Subsidiaries fails to comply with any of its
      agreements in the Securities or this Indenture (other than those referred to
      in
      clause

     


    
      
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    (a),
      (b)
      or (c) above) and such failure continues for 60 days after the notice specified
      below,

     

    (e) the
      Issuer or any Significant Subsidiary fails to pay any Indebtedness (other than
      Indebtedness owing to the Issuer or a Restricted Subsidiary) within any
      applicable grace period after final maturity or the acceleration of any such
      Indebtedness by the holders thereof because of a default, in each case, if
      the
      total amount of such Indebtedness unpaid or accelerated exceeds $25.0 million
      or
      its foreign currency equivalent,

     

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

     

    (i) commences
      a voluntary case;

     

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

     

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

     

    (iv) makes
      a
      general assignment for the benefit of its creditors or takes any comparable
      action under any foreign laws relating to insolvency,

     

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

     

    (i) is
      for
      relief against the Issuer or any Significant Subsidiary in an involuntary
      case;

     

    (ii) appoints
      a Custodian of the Issuer or any Significant Subsidiary or for any substantial
      part of its property; or

     

    (iii) orders
      the winding up or liquidation of the Issuer 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,

     

    (h) the
      Issuer or any Significant Subsidiary fails to pay final judgments aggregating
      in
      excess of $25.0 million or its foreign currency equivalent (net of any amounts
      which are covered by enforceable insurance policies issued by solvent carriers),
      which judgments are not discharged, waived or stayed for a period of 60 days
      following the entry thereof,

     

    (i) any
      Guarantee of a Significant Subsidiary with respect to such Fixed Rate Notes
      or
      Floating Rate Notes, as the case may be, ceases to be in full force and effect
      (except as contemplated by the terms thereof) or any Guarantor denies or
      disaffirms its

     


    
      
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    obligations
      under this Indenture or any Guarantee with respect to such Securities and such
      Default continues for 10 days,

     

    (j) unless
      all of the Collateral has been released from the Second Priority Liens in
      accordance with the provisions of the Security Documents with respect to such
      Fixed Rate Notes or Floating Rate Notes, as the case may be, the Issuer shall
      assert or any Guarantor shall assert, in any pleading in any court of competent
      jurisdiction, that any such security interest is invalid or unenforceable and,
      in the case of any such Person that is a Subsidiary of the Issuer, the Issuer
      fails to cause such Subsidiary to rescind such assertions within 30 days after
      the Issuer has actual knowledge of such assertions, or

     

    (k) the
      Issuer or any Guarantor fails to comply for 60 days after notice with its other
      agreements contained in the Security Documents except for a failure that would
      not be material to the holders of such Fixed Rate Notes or Floating Rate Notes,
      as the case may be, and would not materially affect the value of the Collateral
      taken as a whole (together with the defaults described in clauses (i) and (j)
      the “security
      default provisions”).

     

    The
      foregoing shall 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 clause (d) or (k) above shall not constitute an Event of Default until
      the
      Trustee notifies the Issuer or the Holders of at least 25% in principal amount
      of the outstanding Securities notify the Issuer and the Trustee of the Default
      and the Issuer does not cure such Default within the time specified in clause
      (d) or (k) above after receipt of such notice. Such notice must specify the
      Default, demand that it be remedied and state that such notice is a “Notice of
      Default.” The Issuer shall deliver to the Trustee, within five (5) Business Days
      after the occurrence thereof, written notice in the form of an Officers’
Certificate of any event which is, or with the giving of notice or the lapse
      of
      time or both would become, an Event of Default, its status and what action
      the
      Issuer is taking or propose 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(f)
      or
      (g) with respect to the Issuer) occurs with respect to a series of securities
      and is continuing, the Trustee or the Holders of at least 25% in principal
      amount of outstanding Securities of such series, by notice to the Issuer may
      declare the principal of, premium, if any, and accrued but unpaid interest
      on
      all the Securities of such series to be due and payable; provided,
      however,
      that so
      long as any Bank Indebtedness remains outstanding, no such acceleration shall
      be
      effective until the earlier of (i) five (5) Business Days after the giving
      of
      written notice to the Issuer and the Representative under the Credit Agreement
      and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a
      declaration, such principal and interest shall be due and payable immediately.
      If an Event of Default specified in Section 6.01(f)

     


    
      
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    or
      (g)
      with respect to the Issuer occurs, the principal of, premium, if any, and
      interest on all the Securities shall become and be immediately due and payable
      without any declaration or other act on the part of the Trustee or any Holders.
      The Holders of a majority in principal amount of the Securities of a series
      by
      notice to the Trustee may rescind any such acceleration and its
      consequences.

     

    In
      the
      event of any Event of Default specified in Section 6.01(e), such Event of
      Default and all consequences thereof (excluding, however, any resulting payment
      default) shall be annulled, waived and rescinded, automatically and without
      any
      action by the Trustee or the Holders of the Securities, if within 20 days after
      such Event of Default arose the Issuer delivers an Officers’ Certificate to the
      Trustee stating that (x) the Indebtedness or guarantee that is the basis for
      such Event of Default has been discharged or (y) the holders thereof have
      rescinded or waived the acceleration, notice or action (as the case may be)
      giving rise to such Event of Default or (z) the default that is the basis for
      such Event of Default has been cured, it being understood that in no event
      shall
      an acceleration of the principal amount of the Securities of a series as
      described above be annulled, waived or rescinded upon the happening of any
      such
      events.

     

    SECTION
      6.03. Other
      Remedies.
      If an
      Event of Default with respect to a series occurs and is continuing, the Trustee
      may pursue any available remedy at law or in equity to collect the payment
      of
      principal of or interest on the Securities or to enforce the performance of
      any
      provision of the Securities of such series, 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 Holder 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. To the extent required by law, all available remedies are
      cumulative.

     

    SECTION
      6.04. Waiver
      of Past Defaults.
      Provided the Securities of a series are not then due and payable by reason
      of a
      declaration of acceleration, the Holders of a majority in principal amount
      of
      the Securities of such series by written notice to the Trustee may waive an
      existing Default or Event of Default and its consequences except (a) a Default
      in the payment of the principal of or interest on a Security of such series,
      (b)
      a Default arising from the failure to redeem or purchase any Security of such
      series when required pursuant to the terms of this Indenture or (c) a Default
      in
      respect of a provision that under Section 9.02 cannot be amended without the
      consent of each Holder affected. When a Default is waived, it is deemed cured
      and the Issuer, the Trustee and the Holders will be restored to their former
      positions and rights under this Indenture, but no such waiver shall extend
      to
      any subsequent or other Default or impair any consequent right.

     

    SECTION
      6.05. Control
      by Majority.
      The
      Holders of a majority in principal amount of the Securities of a series 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

     


    
      
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    the
      rights of any other Holder or that would involve the Trustee in personal
      liability. Prior to taking any action under this Indenture, the Trustee shall
      be
      entitled to indemnification satisfactory to it in its sole discretion against
      all losses and expenses caused by taking or not taking such action.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      6.07. Rights
      of the 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 or provided for 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(a) or (b) occurs and is continuing
      with respect to Securities of either series, the Trustee may recover judgment
      in
      its own name and as trustee of an express trust against the Issuer or any other
      obligor on the Securities of such series for the whole amount then due and
      owing
      (together with interest on overdue principal and (to the extent lawful) on
      any
      unpaid interest at the rate provided for in such Securities) 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 (including
      any
      claim for reasonable compensation, expenses disbursements and advances of the
      Trustee (including counsel, accountants, experts or such other professionals
      as
      the Trustee deems necessary, advisable or appropriate)) and the Holders of
      the
      Securities of a series then outstanding allowed in any judicial proceedings
      relative to the Issuer or any Guarantor, its creditors or its property, shall
      be
      entitled to participate as a member, voting

     


    
      
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    or
      otherwise, of any official committee of creditors appointed in such matters
      and,
      unless prohibited by law or applicable regulations, may vote on behalf of the
      Holders of each series 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 of such series, 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 provisions of the Security Documents, 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 the Holders for amounts due and unpaid on the Securities (of the applicable
      series, if only received in respect of one series) for principal, premium,
      if
      any, 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 Issuer.

     

    The
      Trustee may fix a record date and payment date for any payment to the Holders
      pursuant to this Section. At least 15 days before such record date, the Trustee
      shall mail to each Holder and the Issuer a notice that states the record date,
      the payment date and amount to be paid.

     

    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 and
      expenses, against any party litigant in the suit, having due regard to the
      merits and good faith of the claims or defenses made by the party litigant.
      This
      Section 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 principal amount of the
      Securities.

     

    SECTION
      6.12. Waiver
      of Stay or Extension Laws.
      Neither
      the Issuer nor any Guarantor (to the extent it may lawfully do so) shall 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 Issuer and each Guarantor (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.

     

    ARTICLE
      7


     

    TRUSTEE

     


    
      
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    SECTION
      7.01. Duties
      of Trustee.
      xi)
      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:

     

    (i) 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 (it being agreed that
      the
      permissive right of the Trustee to do things enumerated in this Indenture shall
      not be construed as a duty); and

     

    (ii) in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture. The Trustee shall be under no duty to make
      any
      investigation as to any statement contained in any such instance, but may accept
      the same as conclusive evidence of the truth and accuracy of such statement
      or
      the correctness of such opinions. However, in the case of certificates or
      opinions required by any provision hereof to be provided to it, the Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

     

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

     

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

     

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

     

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

     

    (iv) 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.

     

    (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 Issuer.

     


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

     

    (g) 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.
      xii)
      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 or both. 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 believes to be authorized or within its rights or powers;
      provided, however, that the Trustee’s
      conduct
      does not constitute willful misconduct or gross negligence.

     

    (e) The
      Trustee may consult with counsel of its own selection 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 of any action taken, omitted or suffered by it hereunder
      in
      good faith and in accordance with the advice or opinion of such
      counsel.

     

    (f) The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond, debenture, note or other paper
      or document unless requested in writing to do so by the Holders of not less
      than
      a majority in principal amount of the Securities of a series at the time
      outstanding, but the Trustee, in its discretion, may make such further inquiry
      or investigation into such facts or matters as it may see fit, and, if the
      Trustee shall determine to make such further inquiry or investigation, it shall
      be entitled to examine the books, records and premises of the Issuer, personally
      or by agent or attorney, at the expense of the Issuer and shall incur no
      liability of any kind by reason of such inquiry or investigation.

     

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

     


    
      
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    (h) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including 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.

     

    (i) The
      Trustee shall not be liable for any action taken or omitted by it in good faith
      at the direction of the Holders of not less than a majority in principal amount
      of the Securities of a series as to the time, method and place of conducting
      any
      proceedings for any remedy available to the Trustee or the exercising of any
      power conferred by the Indenture.

     

    (j) Any
      action taken, or omitted to be taken, by the Trustee in good faith pursuant
      to
      this Indenture upon the request or authority or consent of any person who,
      at
      the time of making such request or giving such authority or consent, is the
      Holder of any Security shall be conclusive and binding upon future Holders
      of
      Securities and upon Securities executed and delivered in exchange therefor
      or in
      place thereof.

     

    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 Issuer or their Affiliates with
      the same rights it would have if it were not Trustee. Any Paying Agent or
      Registrar 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, any Guarantee or the Securities, it
      shall not be accountable for the Issuer’s
      use of
      the proceeds from the Securities, and it shall not be responsible for any
      statement of the Issuer or any Guarantor 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. The Trustee shall not be charged with knowledge
      of any Default or Event of Default under Sections 6.01(c), (d), (e), (h), or
      (i)
      or of the identity of any Significant Subsidiary unless either (a) a Trust
      Officer shall have actual knowledge thereof or (b) the Trustee shall have
      received written notice thereof in accordance with Section 13.02 hereof from
      the
      Issuer, any Guarantor or any Holder. In accepting the trust hereby created,
      the
      Trustee acts solely as Trustee for the Holders of the Securities and not in
      its
      individual capacity and all persons, including without limitation the Holders
      of
      Securities and the Issuer having any claim against the Trustee arising from
      this
      Indenture shall look only to the funds and accounts held by the Trustee
      hereunder for payment except as otherwise provided herein.

     

    SECTION
      7.05. Notice
      of Defaults.
      If a
      Default occurs and is continuing and if it is actually known to the Trustee,
      the
      Trustee shall mail to each Holder of the affected series notice of the Default
      within the earlier of 90 days after it occurs or 30 days after it is actually
      known to a Trust Officer or written notice of it is received by the Trustee.
      Except in the case of a Default in the payment of principal of, premium (if
      any)
      or interest on any Security, 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 in the interests of the Holders of the affected
      series.

     


    
      
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    SECTION
      7.06. Reports
      by Trustee to the Holders.
      As
      promptly as practicable after each June 30 beginning with the June 30 following
      the date of this Indenture, and in any event prior to June 30 in each year,
      the
      Trustee shall mail to each Holder a brief report dated as of such June 30 that
      complies with Section 313(a) of the TIA if and to the extent required thereby.
      The Trustee shall also comply with Section 313(b) of the TIA.

     

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

     

    SECTION
      7.07. Compensation
      and Indemnity.
      The
      Issuer 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 Issuer 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 Issuer and each Guarantor, jointly and
      severally shall indemnify the Trustee against any and all loss, liability,
      claim, damage or expense (including reasonable attorneys’
      fees and
      expenses) incurred by or in connection with the acceptance or administration
      of
      this trust and the performance of its duties hereunder, including the costs
      and
      expenses of enforcing this Indenture or Guarantee against the Issuer or a
      Guarantor (including this Section 7.07) and defending itself against or
      investigating any claim (whether asserted by the Issuer, any Guarantor, any
      Holder or any other Person). The obligation to pay such amounts shall survive
      the payment in full or defeasance of the Securities or the removal or
      resignation of the Trustee. The Trustee shall notify the Issuer of any claim
      for
      which it may seek indemnity promptly upon obtaining actual knowledge thereof;
      provided, however, that any failure so to notify the Issuer shall not relieve
      the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer
      shall defend the claim and the indemnified party shall provide reasonable
      cooperation at the Issuer’s
      expense
      in the defense. Such indemnified parties may have separate counsel and the
      Issuer and the Guarantors, as applicable shall pay the fees and expenses of
      such
      counsel; provided, however, that the Issuer shall not be required to pay such
      fees and expenses if it assumes such indemnified parties’
      defense
      and, in such indemnified parties’
      reasonable judgment, there is no conflict of interest between the Issuer and
      the
      Guarantors, as applicable, and such parties in connection with such defense.
      The
      Issuer need not reimburse any expense or indemnify against any loss, liability
      or expense incurred by an indemnified party through such party’s
      own
      willful misconduct, negligence or bad faith.

     

    To
      secure
      the Issuer’s and the Guarantors’ 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
      Issuer’s and the Guarantors’ payment obligations pursuant to this Section shall
      survive the satisfaction or discharge of this Indenture, any rejection or
      termination of this Indenture under any bankruptcy law or the resignation or
      removal of the Trustee. Without prejudice to any other rights available to
      the
      Trustee under applicable law, when the Trustee

     


    
      
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    incurs
      expenses after the occurrence of a Default specified in Section 6.01(f) or
      (g)
      with respect to the Issuer, the expenses are intended to constitute expenses
      of
      administration under the Bankruptcy Law.

     

    No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not assured to its satisfaction.

     

    SECTION
      7.08. Replacement
      of Trustee.
      xiii)
      The
      Trustee may resign at any time by so notifying the Issuer. 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 Issuer shall
      remove the Trustee if:

     

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

     

    (ii) the
      Trustee is adjudged bankrupt or insolvent;

     

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

     

    (iv) the
      Trustee otherwise becomes incapable of acting.

     

    (b) If
      the
      Trustee resigns, is removed by the Issuer 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 Issuer shall promptly appoint a successor Trustee.

     

    (c) A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Issuer. 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 the Holders. 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.

     

    (d) 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 at the expense of the Issuer any court
      of
      competent jurisdiction for the appointment of a successor Trustee.

     

    (e) If
      the
      Trustee fails to comply with Section 7.10, unless the Trustee’s
      duty to
      resign is stayed as provided in Section 310(b) of the TIA, any Holder who has
      been a bona fide holder of a Security for at least six months may petition
      any
      court of competent jurisdiction for the removal of the Trustee and the
      appointment of a successor Trustee.

     


    
      
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    (f) Notwithstanding
      the replacement of the Trustee pursuant to this Section, the Issuer’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 Section 310(a) of the
      TIA. The Trustee shall have a combined capital and surplus of at least $100
      million as set forth in its most recent published annual report of condition.
      The Trustee shall comply with Section 310(b) of the TIA, subject to its right
      to
      apply for a stay of its duty to resign under the penultimate paragraph of
      Section 310(b) of the TIA; provided, however, that there shall be excluded
      from
      the operation of Section 310(b)(1) of the TIA any series of securities issued
      under this Indenture and any indenture or indentures under which other
      securities or certificates of interest or participation in other securities
      of
      the Issuer are outstanding if the requirements for such exclusion set forth
      in
      Section 310(b)(1) of the TIA are met.

     

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

     

    ARTICLE
      8


     

    DISCHARGE
      OF INDENTURE; DEFEASANCE

     

    SECTION
      8.01. Discharge
      of Liability on Securities; Defeasance.
      This
      Indenture shall be discharged and shall cease to be of further effect (except
      as
      to surviving rights of registration of transfer or exchange of Securities,
      as
      expressly provided for in this Indenture) as to all outstanding Securities
      when:

     

    (a) either
      (i) all the Securities theretofore authenticated and delivered (other than
      Securities pursuant to Section 2.08 which have been replaced or paid and
      Securities for whose payment money has theretofore been deposited in trust
      or
      segregated and held

     


    
      
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    in
      trust
      by the Issuer and thereafter repaid to the Issuer or discharged from such trust)
      have been delivered to the Trustee for cancellation or (ii) all of the
      Securities (a) have become due and payable, (b) will become due and payable
      at
      their stated maturity within one year (or, in the case of Floating Rate Notes,
      within the remaining term of the then current Interest Period) or (c) if
      redeemable at the option of the Issuer, are to be called for redemption within
      one year (or, in the case of Floating Rate Notes, within the remaining term
      of
      the then current Interest Period) under arrangements satisfactory to the Trustee
      for the giving of notice of redemption by the Trustee in the name, and at the
      expense, of the Issuer, and the Issuer has irrevocably deposited or caused
      to be
      deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations
      or
      a combination thereof in an amount sufficient in the written opinion of a firm
      of independent public accountants delivered to the Trustee (which delivery
      shall
      only be required if U.S. Government Obligations have been so deposited) to
      pay
      and discharge the entire Indebtedness on the Securities not theretofore
      delivered to the Trustee for cancellation, for principal of, premium, if any,
      and interest on the Securities to the date of deposit together with irrevocable
      instructions from the Issuer directing the Trustee to apply such funds to the
      payment thereof at maturity or redemption, as the case may be;

     

    (b) the
      Issuer and/or the Guarantors have paid all other sums payable under this
      Indenture; and

     

    (c) the
      Issuer has delivered to the Trustee an Officers’
      Certificate and an Opinion of Counsel stating that all conditions precedent
      under this Indenture relating to the satisfaction and discharge of this
      Indenture have been complied with.

     

    Subject
      to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all
      of
      its obligations under the Fixed Rate Notes and this Indenture (with respect
      to
      such Fixed Rate Notes) (“legal defeasance option”) or (ii) its obligations under
      Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11 and 4.12 for
      the
      benefit of the Fixed Rate Notes and the operation of Section 5.01 and Sections
      6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries
      of
      the Company only), 6.01(g) (with respect to Significant Subsidiaries of the
      Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (but only to the extent
      that those provisions relate to defaults with respect to the Fixed Rate Notes)
      (“covenant defeasance option”) for the benefit of the Fixed Rate Notes. The
      Issuer may exercise its legal defeasance option notwithstanding its prior
      exercise of its covenant defeasance option. In the event that the Issuer
      terminates all of its obligations under the Fixed Rate Notes and this Indenture
      (with respect to such Fixed Rate Notes) by exercising its legal defeasance
      option or its covenant defeasance option, the obligations of each Guarantor
      under its Guarantee of such Securities and all obligations under the Security
      Documents shall be terminated simultaneously with the termination of such
      obligations so long as no Floating Rate Notes are outstanding at such
      time.

     

    If
      the
      Issuer exercises its legal defeasance option, payment of the Securities so
      defeased may not be accelerated because of an Event of Default. If the Issuer
      exercises its covenant defeasance option, payment of the Securities so defeased
      may not be accelerated because of an Event of Default specified in Section
      6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries
      of
      the Company only), 6.01(g) (with respect to Significant

     


    
      
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    Subsidiaries
      of the Company only), 6.01(h), 6.01(i), 6.01(j) or because of the failure of
      the
      Issuer to comply with Section 5.01.

     

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

     

    (d) Notwithstanding
      clauses (a) and (b) above, the Issuer’s
      obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and
      in
      this Article 8 shall survive until the Securities have been paid in full.
      Thereafter, the Issuer’s
      obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction
      and
      discharge.

     

    SECTION
      8.02. Conditions
      to Defeasance.
      xiv)
      The
      Issuer may exercise its legal defeasance option or its covenant defeasance
      option, in each case, with respect to the Fixed Rate Notes only if:

     

    (i) the
      Issuer irrevocably deposits in trust with the Trustee cash in U.S. Dollars,
      U.S.
      Government Obligations or a combination thereof in an amount sufficient or
      U.S.
      Government Obligations, the principal of and the interest on which will be
      sufficient, or a combination thereof sufficient, to pay the principal of and
      premium (if any) and interest on the Fixed Rate Notes when due at maturity
      or
      redemption, as the case may be, including interest thereon to maturity or such
      redemption date;

     

    (ii) the
      Issuer 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,
      premium, if any, and interest when due on all the Fixed Rate Notes to maturity
      or redemption, as the case may be;

     

    (iii) 123
      days
      pass after the deposit is made and during the 123-day period no Default
      specified in Section 6.01(f) or (g) with respect to the Issuer occurs which
      is
      continuing at the end of the period;

     

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

     

    (v) in
      the
      case of the legal defeasance option, the Issuer shall have delivered to the
      Trustee an Opinion of Counsel stating that (1) the Issuer has received from,
      or
      there has been published by, the Internal Revenue Service a ruling, or (2)
      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 Holders will not recognize income,
      gain or loss for Federal income tax purposes as a result of such deposit and
      defeasance and will be subject to Federal income tax on the same

     


    
      
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    amounts,
      in the same manner and at the same times as would have been the case if such
      deposit and defeasance had not occurred;

     

    (vi) such
      exercise does not impair the right of any Holder to receive payment of
      principal, premium, if any, and interest on such Holder’s
      Fixed
      Rate Notes on or after the due dates therefore or to institute suit for the
      enforcement of any payment on or with respect to such Holder’s
      Fixed
      Rate Notes;

     

    (vii) in
      the
      case of the covenant defeasance option, the Issuer 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 deposit
      and 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
      deposit and defeasance had not occurred; and

     

    (viii) the
      Issuer 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 Fixed Rate Notes to be so
      defeased and discharged as contemplated by this Article 8 have been complied
      with.

     

    (b) Before
      or
      after a deposit, the Issuer may make arrangements satisfactory to the Trustee
      for the redemption of such Fixed Rate Notes 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 (including
      proceeds thereof) deposited with it pursuant to this Article 8. It shall apply
      the deposited money and the money from U.S. Government Obligations through
      each
      Paying Agent and in accordance with this Indenture to the payment of principal
      of and interest on the Securities so discharged or defeased. 

     

    SECTION
      8.04. Repayment
      to Company.
      Each of
      the Trustee and each Paying Agent shall promptly turn over to the Issuer upon
      request any money or U.S. Government Obligations held by it as provided in
      this
      Article which, in the written opinion of nationally recognized firm of
      independent public accountants delivered to the Trustee (which delivery shall
      only be required if U.S. Government Obligations have been so deposited), are
      in
      excess of the amount thereof which would then be required to be deposited to
      effect an equivalent discharge or defeasance in accordance with this Article
      8.

     

    Subject
      to any applicable abandoned property law, the Trustee and each Paying Agent
      shall pay to the Issuer upon written request any money held by them for the
      payment of principal or interest that remains unclaimed for two years, and,
      thereafter, Holders entitled to the money must look to the Issuer for payment
      as
      general creditors, and the Trustee and each Paying Agent shall have no further
      liability with respect to such monies.

     

    SECTION
      8.05. Indemnity
      for U.S. Government Obligations.
      The
      Issuer 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.

     


    
      
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    SECTION
      8.06. Reinstatement.
      If the
      Trustee or any 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
      Issuer’s
      obligations under this Indenture and the Securities so discharged or defeased
      shall be revived and reinstated as though no deposit had occurred pursuant
      to
      this Article 8 until such time as the Trustee or any 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 Issuer has made any payment of
      principal of or interest on, any such Securities because of the reinstatement
      of
      its obligations, the Issuer 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 any Paying Agent.

     

    ARTICLE
      9


     

    AMENDMENTS
      AND WAIVERS

     

    SECTION
      9.01. Without
      Consent of the Holders.
      The
      Issuer and the Trustee may amend this Indenture, the Securities, any Security
      Document or the Intercreditor Agreement with respect to each series of
      Securities without notice to or consent of any Holder:

     

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

     

    (ii) to
      provide for the assumption by a Successor Company of the obligations of the
      Issuer under this Indenture and the Securities;

     

    (iii) to
      provide for the assumption by a Successor Guarantor of the obligations of a
      Guarantor under this Indenture and its Guarantee; 

     

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

     

    (v) to
      add
      additional Guarantees with respect to the Securities of such series or to secure
      the Securities of such series;

     

    (vi) to
      add
      additional assets as Collateral;

     

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

     

    (viii) to
      add to
      the covenants of the Issuer for the benefit of the Holders of such series or
      to
      surrender any right or power herein conferred upon the Issuer;

     

    (ix) to
      modify
      the Security Documents and/or the Intercreditor Agreement to secure First
      Priority Lien Obligations and Other Second-Lien

     


    
      
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    Obligations
      so long as such First Priority Lien Obligations and Other Second-Lien
      Obligations are not prohibited by the provisions of the Credit Agreement or
      this
      Indenture;

     

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

     

    (xi) to
      make
      any change that does not adversely affect the rights of any Holder;


     

    (xii) to
      effect
      any provision of the Indenture or to make certain changes to the Indenture
      to
      provide for the issuance of Additional Fixed Rate Notes or Floating Rate Notes;
      or

     

    (xiii) to
      provide for the issuance of the Exchange Securities or Additional Securities,
      which shall have terms substantially identical in all material respects to
      the
      Initial Securities, and which shall be treated, together with any outstanding
      Initial Securities, as a single issue of securities.

     

    After
      an
      amendment under this Section 9.01 becomes effective, the Issuer shall mail
      to
      the Holders a notice briefly describing such amendment. The failure to give
      such
      notice to all Holders, or any defect therein, shall not impair or affect the
      validity of an amendment under this Section 9.01.

     

    SECTION
      9.02. With
      Consent of the Holders.
      The
      Issuer and the Trustee may amend this Indenture, the Securities and the Security
      Documents with respect to each series of Securities with the written consent
      of
      the Holders of at least a majority in principal amount of the Securities of
      such
      series then outstanding voting as a single class (including consents obtained
      in
      connection with a tender offer or exchange for the Securities). However, without
      the consent of each Holder of an outstanding Security affected, an amendment
      may
      not:

     

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

     

    (ii) reduce
      the rate of or extend the time for payment of interest on any
      Security,

     

    (iii) reduce
      the principal of or change the Stated Maturity of any Security,

     

    (iv) reduce
      the premium payable upon the redemption of any Security or change the time
      at
      which any Security may be redeemed in accordance with Article 3,

     

    (v) make
      any
      Security payable in money other than that stated in such Security,

     


    
      
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    (vi) expressly
      subordinate the Securities or any Guarantees to any other Indebtedness of the
      Issuer or any Guarantor,

     

    (vii) impair
      the right of any Holder to receive payment of principal of, premium, if any,
      and
      interest on such Holder’s
      Securities on or after the due dates therefor or to institute suit for the
      enforcement of any payment on or with respect to such Holder’s
      Securities,

     

    (viii) make
      any
      change in Section 6.04 or 6.07 or the second sentence of this Section
      9.02,

     

    (ix) modify
      any Guarantees in any manner adverse to the Holders, or

     

    (x) make
      any
      change in the provisions in the Intercreditor Agreement or the Indenture dealing
      with the application of proceeds of Collateral that would adversely affect
      the
      holders of the Securities.

     

    Subject
      to Section 11.04, without the consent of the holders of at least two-thirds
      in
      aggregate principal amount of the Securities of such series then outstanding,
      no
      amendment or waiver may release all or substantially all of the Collateral
      from
      the Lien of the Indenture and the Security Documents with respect to the
      Securities of such series.

     

    It
      shall
      not be necessary for the consent of the Holders under this Section 9.02 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 9.02 becomes effective, the Issuer shall promptly
      mail to the Holders a notice briefly describing such amendment. The failure
      to
      give such notice to all Holders, or any defect therein, shall not impair or
      affect the validity of an amendment under this Section 9.02.

     

    SECTION
      9.03. Compliance
      with Trust Indenture Act.
      From
      the date on which this Indenture is qualified under the TIA, every amendment,
      waiver or supplement 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.
      xv)
      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 on which the Trustee receives an Officers’
      Certificate from the Issuer certifying that the requisite principal amount
      of
      Securities have consented. After an amendment or waiver becomes effective,
      it
      shall bind every Holder. An amendment or waiver becomes effective upon the
      (i)
      receipt by the Issuer or the Trustee of consents by the Holders of the requisite
      principal amount of securities, (ii) satisfaction of conditions to effectiveness
      as set forth in this Indenture and any indenture supplemental hereto containing
      such amendment or waiver

     


    
      
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    and
      (iii)
      execution of such amendment or waiver (or supplemental indenture) by the Issuer
      and the Trustee.

     

    (b) The
      Issuer may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders 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 Holders 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, supplement or waiver changes the terms of a Security of a series,
      the
      Issuer may require the Holder of the Security of such series to deliver it
      to
      the Trustee. The Trustee may place an appropriate notation on the Security
      of
      such series regarding the changed terms and return it to the Holder.
      Alternatively, if the Issuer or the Trustee so determines, the Issuer in
      exchange for the Security of such series shall issue and the Trustee shall
      authenticate a new Security of the same series that reflects the changed terms.
      Failure to make the appropriate notation or to issue a new Security of such
      series shall not affect the validity of such amendment, supplement or
      waiver.

     

    SECTION
      9.06. Trustee
      to Sign Amendments.
      The
      Trustee shall sign any amendment, supplement or waiver 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 satisfactory to it and shall be provided with, 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, supplement
      or
      waiver is authorized or permitted by this Indenture and that such amendment,
      supplement or waiver is the legal, valid and binding obligation of the Issuer
      and the Guarantors, enforceable against them in accordance with its terms,
      subject to customary exceptions, and complies with the provisions hereof
      (including Section 9.03).

     

    SECTION
      9.07. Payment
      for Consent.
      Neither
      the Issuer nor any Affiliate of the Issuer 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 be 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.

     

    SECTION
      9.08. Additional
      Voting Terms; Calculation of Principal Amount.
      Except
      as otherwise set forth herein, all Securities of a series issued under this
      Indenture shall vote and consent separately on all matters as to which any
      of
      such Securities may vote. Determinations as to whether Holders of the requisite
      aggregate principal amount of Securities have concurred in any direction, waiver
      or consent shall be made in accordance with this Article 9 and Section
      2.14.

     


    
      
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    ARTICLE
      10


     

    RANKING
      OF NOTE LIENS

     

    SECTION
      10.01. Relative
      Rights.
      The
      Intercreditor Agreement defines the relative rights, as lienholders, of holders
      of Second Priority Liens and holders of First Priority Liens. Nothing in this
      Indenture or the Intercreditor Agreement will:

     

    (a) impair,
      as between the Issuer and Holders of each series of Securities, the obligation
      of the Issuer, which is absolute and unconditional, to pay principal of, premium
      and interest on such series of Securities in accordance with their terms or
      to
      perform any other obligation of the Issuer or any other Obligor under this
      Indenture, the Securities, the Guarantees and the Security
      Documents;

     

    (b) restrict
      the right of any Holder to sue for payments that are then due and owing, in
      a
      manner not inconsistent with the provisions of the Intercreditor
      Agreement;

     

    (c) prevent
      the Trustee, the Collateral Agent or any Holder from exercising against the
      Issuer or any other Obligor any of its other available remedies upon a Default
      or Event of Default (other than its rights as a secured party, which are subject
      to the Intercreditor Agreement); or

     

    (d) restrict
      the right of the Trustee, the Collateral Agent or any Holder:

     

    (i) to
      file
      and prosecute a petition seeking an order for relief in an involuntary
      bankruptcy case as to any Obligor or otherwise to commence, or seek relief
      commencing, any insolvency or liquidation Proceeding involuntarily against
      any
      Obligor;

     

    (ii) to
      make,
      support or oppose any request for an order for dismissal, abstention or
      conversion in any insolvency or liquidation proceeding;

     

    (iii) to
      make,
      support or oppose, in any insolvency or liquidation proceeding, any request
      for
      an order extending or terminating any period during which the debtor (or any
      other Person) has the exclusive right to propose a plan of reorganization or
      other dispositive restructuring or liquidation plan therein;

     

    (iv) to
      seek
      the creation of, or appointment to, any official committee representing
      creditors (or certain of the creditors) in any insolvency or liquidation
      proceedings and, if appointed, to serve and act as a member of such committee
      without being in any respect restricted or bound by, or liable for, any of
      the
      obligations under this Article 10;

     

    (v) to
      seek
      or object to the appointment of any professional person to serve in any capacity
      in any insolvency or liquidation proceeding or to support or object to any
      request for compensation made by any professional person or others
      therein;

     


    
      
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    (vi) to
      make,
      support or oppose any request for order appointing a trustee or examiner in
      any
      insolvency or liquidation proceedings; or

     

    (vii) otherwise
      to make, support or oppose any request for relief in any insolvency or
      liquidation proceeding that it is permitted by law to make, support or
      oppose:

     

    if
      it
      were a holder of unsecured claims; or

     

    (x)
      as to
      any matter relating to any plan of reorganization or other

     

    (y)
      restructuring or liquidation plan or as to any matter relating to the
      administration of the estate or the disposition of the case or proceeding (in
      each case except as set forth in the Intercreditor Agreement).

     

    ARTICLE
      11


     

    COLLATERAL

     

    SECTION
      11.01. Security
      Documents.
      The
      payment of the principal of and interest and premium, if any, on the Securities
      of each series when due, whether on an interest payment date, at maturity,
      by
      acceleration, repurchase, redemption or otherwise and whether by the Issuer
      pursuant to the Securities or by any Guarantor pursuant to its Guarantees,
      the
      payment of all other Obligations and the performance of all other obligations
      of
      the Issuer and the Guarantors under this Indenture, the Securities, the
      Guarantees and the Security Documents are secured as provided in the Security
      Documents which the Issuer and the Guarantors have entered into simultaneously
      with the execution of this Indenture and will be secured by Security Documents
      hereafter delivered as required or permitted by this Indenture. The Issuer
      shall, and shall cause each Restricted Subsidiary to, and each Restricted
      Subsidiary shall, do all filings (including filings of continuation statements
      and amendments to UCC financing statements that may be necessary to continue
      the
      effectiveness of such UCC financing statements) and all other actions as are
      necessary or required by the Security Documents to maintain (at the sole cost
      and expense of the Issuer and its Restricted Subsidiaries) the security interest
      created by the Security Documents in the Collateral (other than with respect
      to
      any Collateral the security interest in which is not required to be perfected
      under the Security Documents) as a perfected second priority security interest
      subject only to Permitted Liens.

     

    SECTION
      11.02. Collateral
      Agent.
      xvi)
      The
      Collateral Agent is authorized and empowered to appoint one or more
      co-Collateral Agents as it deems necessary or appropriate.

     

    (b) Subject
      to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their
      respective officers, directors, employees, attorneys or agents will be
      responsible or liable for the existence, genuineness, value or protection of
      any
      Collateral, for the legality, enforceability, effectiveness or sufficiency
      of
      the Security Documents, for the creation, perfection, priority, sufficiency
      or
      protection of any Second Priority Lien, or for any defect or deficiency as
      to
      any such matters, or for any failure to demand, collect, foreclose or realize
      upon or otherwise enforce any of the Second Priority Liens or Security Documents
      or any delay in doing so.

     


    
      
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    (c) The
      Collateral Agent will be subject to such directions as may be given it by the
      Trustee from time to time (as required or permitted by this Indenture). Except
      as directed by the Trustee as required or permitted by this Indenture and any
      other representatives, the Collateral Agent will not be obligated:

     

    (i) to
      act
      upon directions purported to be delivered to it by any other
      Person;

     

    (ii) to
      foreclose upon or otherwise enforce any Second Priority Lien; or

     

    (iii) to
      take
      any other action whatsoever with regard to any or all of the Second Priority
      Liens, Security Documents or Collateral.

     

    (d) The
      Collateral Agent will be accountable only for amounts that it actually receives
      as a result of the enforcement of the Second Priority Liens or Security
      Documents.

     

    (e) In
      acting
      as Collateral Agent or Co-Collateral Agent, the Collateral Agent and each
      Co-Collateral Agent may rely upon and enforce each and all of the rights,
      powers, immunities, indemnities and benefits of the Trustee under Article 7
      hereof.

     

    (f) [Intentionally
      omitted].

     

    (g) If
      the
      Issuer (i) Incurs First Priority Lien Obligations at any time when no
      intercreditor agreement is in effect or at any time when Indebtedness
      constituting First Priority Lien Obligations entitled to the benefit of an
      existing Intercreditor Agreement is concurrently retired, and (ii) delivers
      to
      the Collateral Agent an Officers’
      Certificate so stating and requesting the Collateral Agent to enter into an
      intercreditor agreement (on substantially the same terms as the Intercreditor
      Agreement in effect on the Issue Date) in favor of a designated agent or
      representative for the holders of the First Priority Lien Obligations so
      Incurred, the 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.

     

    SECTION
      11.03. Authorization
      of Actions to Be Taken.
      xvii)
      Each
      Holder of Securities of each such series, by its acceptance thereof, consents
      and agrees to the terms of each Security Document and the Intercreditor
      Agreement, as originally in effect and as amended, supplemented or replaced
      from
      time to time in accordance with its terms or the terms of this Indenture,
      authorizes and directs the Trustee and the Collateral Agent to enter into the
      Security Documents to which it is a party, authorizes and empowers the Trustee
      to direct the Collateral Agent to enter into, and the Collateral Agent to
      execute and deliver, the Intercreditor Agreement, and authorizes and empowers
      the Trustee and the Collateral Agent to bind the Holders of Securities of each
      such series and other holders of Obligations as set forth in the Security
      Documents to which it is a party and the Intercreditor Agreement and to perform
      its obligations and exercise its rights and powers thereunder.

     


    
      
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    (b) The
      Collateral Agent and the Trustee are authorized and empowered to receive for
      the
      benefit of the Holders of Securities of each series any funds collected or
      distributed under the Security Documents to which the Collateral Agent or
      Trustee is a party and to make further distributions of such funds to the
      Holders of Securities of each series according to the provisions of this
      Indenture.

     

    (c) Subject
      to the provisions of Section 7.01, Section 7.02, and the Intercreditor
      Agreement, the Trustee may, in its sole discretion and without the consent
      of
      the Holders, direct, on behalf of the Holders, the Collateral Agent to take
      all
      actions it deems necessary or appropriate in order to:

     

    (i) foreclose
      upon or otherwise enforce any or all of the Second Priority Liens;

     

    (ii) enforce
      any of the terms of the Security Documents to which the Collateral Agent or
      Trustee is a party; or

     

    (iii) collect
      and receive payment of any and all Obligations.

     

    Subject
      to the Intercreditor Agreement, the Trustee is authorized and empowered to
      institute and maintain, or direct the Collateral Agent to institute and
      maintain, such suits and proceedings as it may deem expedient to protect or
      enforce the Second Priority Liens or the Security Documents to which the
      Collateral Agent or Trustee is a party or to prevent any impairment of
      Collateral by any acts that may be unlawful or in violation of the Security
      Documents to which the Collateral Agent or Trustee is a party or this Indenture,
      and such suits and proceedings as the Trustee or the Collateral Agent may deem
      expedient to preserve or protect its interests and the interests of the Holders
      of Securities of such series 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 security interest hereunder
      or be
      prejudicial to the interests of Holders,
      the Trustee or the Collateral Agent.

     

    SECTION
      11.04. Release
      of Liens.
      xviii)
      Subject
      to subsections (b) and (c) of this Section 11.04, Collateral may be released
      from the Lien and security interest created by the Security Documents at any
      time or from time to time in accordance with the provisions of the Security
      Documents, the Intercreditor Agreement or as provided hereby. Upon the request
      of the Issuer pursuant to an Officers’
      Certificate and Opinion of Counsel certifying that all conditions precedent
      hereunder have been met, the Issuer and the Guarantors will be entitled to
      the
      release of assets included in the Collateral from the Liens securing the
      Securities, and the Collateral Agent and the Trustee (if the Trustee is not
      then
      the Collateral Agent) shall release the same from such Liens at the
      Issuer’s
      sole
      cost and expense, under any one or more of the following
      circumstances:

     

    (1) subject
      to the following paragraph, upon the Discharge of Senior Lender Claims and
      concurrent release of all other Liens on such property or assets securing First
      Priority Lien Obligations (including all commitments and letters of credit
      thereunder); 

     


    
      
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    provided,
      however,
      that if
      the Issuer or any Guarantor subsequently incurs First Priority Lien Obligations
      that are secured by Liens on property or assets of the Issuer or any Guarantor
      of the type constituting the Collateral and the related Liens are incurred
      in
      reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuer
      and its Restricted Subsidiaries will be required to reinstitute the security
      arrangements with respect to the Collateral in favor of the Securities, which,
      in the case of any such subsequent First Priority Lien Obligations, will be
      Second Priority Liens on the Collateral securing such First Priority Lien
      Obligations to the same extent provided by the Security Documents and on the
      terms and conditions of the security documents relating to such First Priority
      Lien Obligations, with the Second Priority Lien held either by the
      administrative agent, collateral agent or other representative for such First
      Priority Lien Obligations or by a collateral agent or other representative
      designated by the Issuer to hold the Second Priority Liens for the benefit
      of
      the holders of the Securities and subject to an intercreditor agreement that
      provides the administrative agent or collateral agent substantially the same
      rights and powers as afforded under the Intercreditor Agreement;

     

    (2) to
      enable
      the Issuer or any Guarantor to consummate the disposition of such property
      or
      assets to the extent not prohibited under Section 4.06;

     

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

     

    (4) as
      described under Article 9.

     

    If
      an
      Event of Default under the Indenture exists on the date of Discharge of Senior
      Lender Claims, the Second Priority Liens on the Collateral securing the
      Securities will not be released, except to the extent the Collateral or any
      portion thereof was disposed of in order to repay the First Priority Lien
      Obligations secured by the Collateral, and thereafter the Trustee (or another
      designated representative acting at the direction of the holders of a majority
      of outstanding principal amount of the Securities and Other Second-Lien
      Obligations) will have the right to direct the First Lien Agent to foreclose
      upon the Collateral (but in such event, the Liens on the Collateral securing
      the
      Securities will be released when such Event of Default and all other Events
      of
      Default under the Indenture cease to exist).

     

    Upon
      the
      receipt of an Officers’ Certificate from the Issuer, as described above, and any
      necessary or proper instruments of termination, satisfaction or release prepared
      by the Issuer, the Collateral Agent shall execute, deliver or acknowledge such
      instruments or releases to evidence the release of any Collateral permitted
      to
      be released pursuant to this Indenture or the Security Documents or the
      Intercreditor Agreement.

     

    (b) Except
      as
      otherwise provided in the Intercreditor Agreement, no Collateral may be released
      from the Lien and security interest created by the Security Documents unless
      the
      Officers’
      Certificate required by this Section 11.04 has been delivered to the Collateral
      Agent and the Trustee not less than five days prior to the date of such
      release.

     

    (c) At
      any
      time when a Default or Event of Default has occurred and is continuing and
      the
      maturity of the Securities has been accelerated (whether by declaration or
      otherwise) and the Trustee has delivered a notice of acceleration to
      the

     


    
      
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    Collateral
      Agent, 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 Agreement.

     

    SECTION
      11.05. Filing,
      Recording and Opinions.
      xix)
      The
      Issuer will comply with the provisions of TIA §314(b)
      and 314(d), in each case following qualification of this Indenture pursuant
      to
      the TIA and except to the extent not required as set forth in any SEC regulation
      or interpretation (including any no-action letter issued by the Staff of the
      SEC, whether issued to the Issuer or any other Person). Following such
      qualification, to the extent the Issuer is required to furnish to the Trustee
      an
      Opinion of Counsel pursuant to TIA §314(b)(2),
      the Issuer will furnish such opinion not more than 60 but not less than 30
      days
      prior to each September 30.

     

    Any
      release of Collateral permitted by Section 11.04 hereof will be deemed not
      to
      impair the Liens under the Indenture and the Security Documents in contravention
      thereof and any person that is required to deliver an Officers’ Certificate or
      Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled
      to
      rely upon the foregoing as a basis for delivery of such certificate or opinion.
      The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept
      as conclusive evidence of compliance with the foregoing provisions the
      appropriate statements contained in such documents and Opinion of
      Counsel.

     

    (b) If
      any
      Collateral is released in accordance with this Indenture or any Security
      Document and if the Issuer has delivered the certificates and documents required
      by the Security Documents and Section 11.04, 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 and the Opinion
      of Counsel delivered pursuant to Section 11.04, will, upon request, deliver
      a
      certificate to the Collateral Agent setting forth such
      determination.

     

    SECTION
      11.06. [Intentionally
      omitted].

     

    SECTION
      11.07. Powers
      Exercisable by Receiver or Trustee.
      In case
      the Collateral shall be in the possession of a receiver or trustee, lawfully
      appointed, the powers conferred in this Article 11 upon the Issuer or a
      Guarantor with respect to the release, sale or other disposition of such
      property may be exercised by such receiver or trustee, and an instrument signed
      by such receiver or trustee shall be deemed the equivalent of any similar
      instrument of the Issuer or a Guarantor or of any officer or officers thereof
      required by the provisions of this Article 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
      11.08. Release
      Upon Termination of the Issuer’s
      Obligations.
      In the
      event (i) that the Issuer delivers to the Trustee, in form and substance
      acceptable to it, an Officers’
      Certificate and Opinion of Counsel certifying that all the obligations under
      this Indenture, the Securities and the Security Documents have been satisfied
      and discharged by the payment in full of the Issuer’s
      obligations under the Securities, this Indenture and the Security Documents,
      and
      all such obligations have been so satisfied, or (ii) a discharge, legal
      defeasance or covenant defeasance of this Indenture occurs under Article 8
      (provided that in the case of this

     


    
      
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    clause
      (ii), no Floating Rate Notes are then outstanding), the Trustee shall deliver
      to
      the Issuer and the 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, and any rights it has under the Security Documents, and upon receipt
      by the Collateral Agent of such notice, the 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
      11.09. Designations.
      Except
      as provided in the next sentence, for purposes of the provisions hereof and
      the
      Intercreditor Agreement requiring the Issuer to designate Indebtedness for
      the
      purposes of the terms First Priority Lien Obligations and Other Second-Lien
      Obligations or any other such designations hereunder or under the Intercreditor
      Agreement, any such designation shall be sufficient if the relevant designation
      provides in writing that such First Priority Lien Obligations or Other
      Second-Lien Obligations are permitted under this Indenture and is signed on
      behalf of the Issuer by an Officer and delivered to the Trustee, the Collateral
      Agent and the First Lien Agent. For all purposes hereof and the Intercreditor
      Agreement, the Issuer hereby designates the Obligations pursuant to the Credit
      Agreement as in effect on the Issue Date as First Priority Lien
      Obligations.

     

    SECTION
      11.10. Taking
      and Destruction.
      Following the Discharge of Senior Lender Claims, upon any Taking or Destruction
      of any Collateral, all Net Insurance Proceeds received by the Issuer or any
      Restricted Subsidiary shall be deemed Net Proceeds and shall be applied in
      accordance with Section 4.06.

     

    ARTICLE
      12


     

    GUARANTEES

     

    SECTION
      12.01. Guarantees.
      xx)
      Each
      Guarantor hereby jointly and severally, irrevocably and unconditionally
      guarantees on a second priority senior secured basis, as a primary obligor
      and
      not merely as a surety, to each Holder and to the Trustee and its successors
      and
      assigns (i) the full and punctual payment when due, whether at Stated Maturity,
      by acceleration, by redemption or otherwise, of all obligations of the Issuer
      under this Indenture (including obligations to the Trustee) and the Securities,
      whether for payment of principal of, premium, if any, or interest on in respect
      of the Securities and all other monetary obligations of the Issuer under this
      Indenture and the Securities and (ii) the full and punctual performance within
      applicable grace periods of all other obligations of the Issuer whether for
      fees, expenses, indemnification or otherwise under this Indenture and the
      Securities (all the foregoing being hereinafter collectively called the
“Guaranteed
      Obligations”).
      Each
      Guarantor further agrees that the Guaranteed Obligations may be extended or
      renewed, in whole or in part, without notice or further assent from each such
      Guarantor, and that each such Guarantor shall remain bound under this Article
      12
      notwithstanding any extension or renewal of any Guaranteed
      Obligation.

     

    (b) Each
      Guarantor waives presentation to, demand of payment from and protest to the
      Issuer of any of the Guaranteed Obligations and also waives notice of protest
      for nonpayment. Each Guarantor waives notice of any default under the Securities
      or the Guaranteed Obligations. The obligations of each Guarantor
      hereunder

     


    
      
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    shall
      not
      be affected by (i) the failure of any Holder or the Trustee to assert any claim
      or demand or to enforce any right or remedy against the Issuer or any other
      Person under this Indenture, the Securities or any other agreement or otherwise;
      (ii) any extension or renewal of this Indenture, the Securities or any other
      agreement; (iii) any rescission, waiver, amendment or modification of any of
      the
      terms or provisions of this Indenture, the Securities or any other agreement;
      (iv) the release of any security held by any Holder or the Trustee for the
      Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or
      Trustee to exercise any right or remedy against any other guarantor of the
      Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor,
      except as provided in Section 12.02(b).

     

    (c) Each
      Guarantor hereby waives any right to which it may be entitled to have its
      obligations hereunder divided among the Guarantors, such that such
      Guarantor’s
      obligations would be less than the full amount claimed. Each Guarantor hereby
      waives any right to which it may be entitled to have the assets of the Issuer
      first be used and depleted as payment of the Issuer’s
      or such
      Guarantor’s
      obligations hereunder prior to any amounts being claimed from or paid by such
      Guarantor hereunder. Each Guarantor hereby waives any right to which it may
      be
      entitled to require that the Issuer be sued prior to an action being initiated
      against such Guarantor.

     

    (d) Each
      Guarantor further agrees that its Guarantee 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.

     

    (e) The
      Guarantee of each Guarantor is, to the extent and in the manner set forth in
      Article 12, equal in right of payment to all existing and future Pari Passu
      Indebtedness and senior in right of payment to all existing and future
      Subordinated Indebtedness of the Issuer and is made subject to such provisions
      of this Indenture.

     

    (f) Except
      as
      expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of
      each 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 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
      any Guarantor or would otherwise operate as a discharge of any Guarantor as
      a
      matter of law or equity.

     

    (g) Each
      Guarantor agrees that its Guarantee shall remain in full force and effect until
      payment in full of all the Guaranteed Obligations. Each Guarantor
      further

     


    
      
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    agrees
      that its Guarantee 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 Guaranteed Obligation is rescinded or must otherwise be restored
      by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer
      or otherwise.

     

    (h) 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 Guarantor by virtue
      hereof, upon the failure of the Issuer to pay the principal of or interest
      on
      any Guaranteed 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 Guaranteed Obligation, each 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
      (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued
      and
      unpaid interest on such Guaranteed Obligations (but only to the extent not
      prohibited by applicable law) and (iii) all other monetary obligations of the
      Issuer to the Holders and the Trustee.

     

    (i) Each
      Guarantor agrees that it shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any Guaranteed Obligations guaranteed
      hereby until payment in full of all Guaranteed Obligations. Each Guarantor
      further 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
      guaranteed hereby may be accelerated as provided in Article 6 for the purposes
      of any Guarantee 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 Guarantor for the purposes of this Section
      12.01.

     

    (j) Each
      Guarantor also agrees to pay any and all costs and expenses (including
      reasonable attorneys’
      fees and
      expenses) incurred by the Trustee or any Holder in enforcing any rights under
      this Section 12.01.

     

    (k) Upon
      request of the Trustee, each Guarantor shall 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.

     

    SECTION
      12.02. Limitation
      on Liability.
      xxi)
      Any term
      or provision of this Indenture to the contrary notwithstanding, the maximum
      aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
      Guarantor shall not exceed the maximum amount that can be hereby guaranteed
      without rendering this Indenture, as it relates to such Guarantor, voidable
      under applicable law relating to fraudulent conveyance or fraudulent transfer
      or
      similar laws affecting the rights of creditors generally.

     

    (b) A
      Guarantee as to any Guarantor shall terminate and be of no further force or
      effect and such Guarantor shall be deemed to be released from all obligations
      under this Article 12 upon:

     


    
      
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    (i) the
      sale,
      disposition or other transfer (including through merger or consolidation) of
      the
      Capital Stock (including any sale, disposition or other transfer following
      which
      the applicable Guarantor is no longer a Restricted Subsidiary) of the applicable
      Guarantor if such sale, disposition or other transfer is made in compliance
      with
      this Indenture,

     

    (ii) the
      Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance
      with the provisions set forth under Section 4.04 and the definition of
“Unrestricted
      Subsidiary,”

     

    (iii) in
      the
      case of any Restricted Subsidiary that after the Issue Date is required to
      guarantee the Securities pursuant to Section 4.11, the release or discharge
      of
      the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or
      any
      Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the
      repayment of the Indebtedness or Disqualified Stock, in each case, which
      resulted in the obligation to guarantee the Securities, and

     

    (iv) the
      Issuer’s
      exercise of its defeasance option under Article 8, provided,
      however,
      that in
      the case of this clause (iv), no Floating Rate Notes are then outstanding,
      or if
      the Issuer’s
      obligations under this Indenture are discharged in accordance with the terms
      of
      this Indenture.

     

    In
      the
      case of clause (b)(i) above, such Guarantor shall be released from its
      guarantees, if any, of, and all pledges and security, if any, granted in
      connection with, the Credit Agreement and any other Indebtedness of the Issuer
      or any Restricted Subsidiary of the Issuer.

     

    A
      Guarantee also shall be automatically released upon the applicable Subsidiary
      ceasing to be a Subsidiary as a result of any foreclosure of any pledge or
      security interest securing First Priority Lien Obligations, subject to, in
      each
      case, the application of the proceeds of such foreclosure in the manner set
      forth in the Security Documents or if such Subsidiary is released from its
      guarantees of, and all pledges and security interests granted in connection
      with, the Credit Agreement and any other Indebtedness of the Issuer or any
      Restricted Subsidiary of the Issuer which results in the obligation to guarantee
      the Securities.

     

    SECTION
      12.03. Successors
      and Assigns.
      This
      Article 12 shall be binding upon each 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
      12.04. 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 12 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,

     


    
      
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    remedies
      or benefits which either may have under this Article 12 at law, in equity,
      by
      statute or otherwise.

     

    SECTION
      12.05. Modification.
      No
      modification, amendment or waiver of any provision of this Article 12, nor
      the
      consent to any departure by any 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 Guarantor in
      any
      case shall entitle such Guarantor to any other or further notice or demand
      in
      the same, similar or other circumstances.

     

    SECTION
      12.06. Execution
      of Supplemental Indenture for Future Guarantors.
      Each
      Subsidiary and other Person which is required to become a Guarantor pursuant
      to
      Section 4.11 shall promptly execute and deliver to the Trustee a supplemental
      indenture in the form of Exhibit D hereto pursuant to which such Subsidiary
      or
      other Person shall become a Guarantor under this Article 12 and shall guarantee
      the Guaranteed Obligations. Concurrently with the execution and delivery of
      such
      supplemental indenture, the Issuer shall deliver to the Trustee an Opinion
      of
      Counsel and an Officers’
      Certificate to the effect that such supplemental indenture has been duly
      authorized, executed and delivered by such Subsidiary or other Person and that,
      subject to the application of bankruptcy, insolvency, moratorium, fraudulent
      conveyance or transfer and other similar laws relating to creditors’
      rights
      generally and to the principles of equity, whether considered in a proceeding
      at
      law or in equity, the Guarantee of such Guarantor is a valid and binding
      obligation of such Guarantor, enforceable against such Guarantor in accordance
      with its terms and/or to such other matters as the Trustee may reasonably
      request.

     

    SECTION
      12.07. Non-Impairment.
      The
      failure to endorse a Guarantee on any Security shall not affect or impair the
      validity thereof.

     

    ARTICLE
      13

     

    MISCELLANEOUS

     

    SECTION
      13.01. Trust
      Indenture Act Controls.
      If and
      to the extent that any provision of this Indenture limits, qualifies or
      conflicts with the duties imposed by, or with another provision (an “incorporated
      provision”)
      included in this Indenture by operation of, Sections 310 to 318 of the TIA,
      inclusive, such imposed duties or incorporated provision shall
      control.

     

    SECTION
      13.02. Notices.
      xxii)
      Any
      notice or communication required or permitted hereunder shall be in writing
      and
      delivered in person, via facsimile or mailed by first-class mail addressed
      as
      follows:

     

    if
      to the
      Issuer or a Guarantor:

     

    Berry
      Plastics Holding Corporation 

    101
      Oakley Street

    Evansville,
      Indiana 47710

    Attention
      of: General Counsel


    
      
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    Facsimile:
      (812) 424-0128

    


    if
      to the
      Trustee:

     

    Wells
      Fargo Bank, N.A.

    Corporate
      Trust Services

    213
      Court
      Street, Suite 703

    Middletown,
      CT 06457

    Facsimile:
      860-704-6219

     

    The
      Issuer or the Trustee by notice to the other may designate additional or
      different addresses for subsequent notices or communications.

     

    (b) Any
      notice or communication mailed to a Holder shall be mailed, first class mail,
      to
      the Holder at the Holder’s
      address
      as it appears on the registration books of the Registrar and shall be
      sufficiently given if so mailed within the time prescribed.

     

    (c) Failure
      to mail a notice or communication to a Holder or any defect in it shall not
      affect its sufficiency with respect to other Holders. If a notice or
      communication is mailed in the manner provided above, it is duly given, whether
      or not the addressee receives it, except that notices to the Trustee are
      effective only if received.

     

    SECTION
      13.03. Communication
      by the Holders with Other Holders.
      The
      Holders may communicate pursuant to Section 312(b) of the TIA with other Holders
      with respect to their rights under this Indenture or the Securities. The Issuer,
      the Trustee, the Registrar and other Persons shall have the protection of
      Section 312(c) of the TIA.

     

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

     

    (a) an
      Officers’
      Certificate in form 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

     

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

     

    SECTION
      13.05. Statements
      Required in Certificate or Opinion.
      Each
      certificate or opinion with respect to compliance with a covenant or condition
      provided for in this Indenture (other than pursuant to Section 4.09) shall
      include:

     

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

     


    
      
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    (b) 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;

     

    (c) 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

     

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

     

    SECTION
      13.06. 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
      Issuer, any Guarantor or by any Person directly or indirectly controlling or
      controlled by or under direct or indirect common control with the Issuer or
      any
      Guarantor 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. Subject to the foregoing, only
      Securities outstanding at the time shall be considered in any such
      determination.

     

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

     

    SECTION
      13.08. Legal
      Holidays.
      If a
      payment date is not a Business Day, payment shall be made on the next succeeding
      day that is a Business Day, and no interest shall accrue on any amount that
      would have been otherwise payable on such payment date if it were a Business
      Day
      for the intervening period. If a regular record date is not a Business Day,
      the
      record date shall not be affected.

     

    SECTION
      13.09. 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 REGARD TO PRINCIPLES OF
      CONFLICTS OF LAW.

     

    SECTION
      13.10. No
      Recourse Against Others.
      No
      director, officer, employee, manager, incorporator or holder of any Equity
      Interests in the Issuer or of any Guarantor or any direct or indirect parent
      corporation, as such, shall have any liability for any obligations of the Issuer
      or the Guarantors under the Securities or this Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. Each
      Holder of Securities by accepting a Security waives and releases all such
      liability. The waiver and release are part of the consideration for issuance
      of
      the Securities.

     


    
      
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    SECTION
      13.11. Successors.
      All
      agreements of the Issuer and each Guarantor in this Indenture and the Securities
      shall bind its successors. All agreements of the Trustee in this Indenture
      shall
      bind its successors.

     

    SECTION
      13.12. 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
      13.13. 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.

     

    SECTION
      13.14. Indenture
      Controls.
      If and
      to the extent that any provision of the Securities limits, qualifies or
      conflicts with a provision of this Indenture, such provision of this Indenture
      shall control.

     

    SECTION
      13.15. Severability.
      In case
      any provision in this Indenture shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby and such provision shall be ineffective
      only to the extent of such invalidity, illegality or
      unenforceability.

     


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

     

    BPC
      ACQUISITION CORP.

     

    By:
      ________________________________      

    Name:

    Title:
      


    
      
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    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral
      Agent 

     

    By:
      _________________________________      

    Name:

    Title:
      

    



    
      
        
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    APPENDIX
      A

     

    PROVISIONS
      RELATING TO INITIAL SECURITIES, ADDITIONAL SECURITIES AND EXCHANGE
      SECURITIES

     

    1.    Definitions.

     

    1.1 Definitions.

     

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

     

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

     

    “Definitive
      Security” means a certificated Initial Security or Exchange Security (bearing
      the Restricted Securities Legend if the transfer of such Security is restricted
      by applicable law) that does not include the Global Securities
      Legend.

     

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

     

    “Global
      Securities Legend” means the legend set forth under that caption in the
      applicable Exhibit to this Indenture.

     

    “IAI”
      means an institutional “accredited investor” as described in Rule 501(a)(1),
      (2), (3) or (7) under the Securities Act.

     

    “Initial
      Purchasers” means Deutsche Bank Securities Inc., Credit Suisse Securities (USA)
      LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America
      Securities LLC, Lehman Brothers Inc., Bear, Stearns & Co. Inc. and GE
      Capital Markets, Inc. and such other initial purchasers party to the Purchase
      Agreement entered into in connection with the offer and sale of the
      Securities.

     

    “Purchase
      Agreement” means (a) the Purchase Agreement dated September 15, 2006, among the
      Merger Sub and the Initial Purchasers and, upon execution of the joinder thereto
      on the date hereof, the Company and the Guarantors and (b) any other similar
      Purchase Agreement relating to Additional Securities.

     

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

     

    “Registered
      Exchange Offer” means the offer by the Company, pursuant to the Registration
      Agreement, to certain Holders of Initial Securities, to issue and deliver to
      such Holders, in exchange for their Initial Securities, a like aggregate
      principal amount of Exchange Securities registered under the Securities
      Act.

     

    “Registration
      Agreement” means (a) the Registration Rights Agreement dated as of September 20,
      2006 among the Issuer, the Guarantors and the Initial Purchasers relating to
      the

     


    
      
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    Securities
      and (b) any other similar registration rights agreement relating to Additional
      Securities.

     

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

     

    “Regulation
      S Securities” means all Initial Securities offered and sold outside the United
      States in reliance on Regulation S.

     

    “Restricted
      Period,” with respect to any Securities, means the period of 40 consecutive days
      beginning on and including the later of (a) the day on which such Securities
      are
      first offered to persons other than distributors (as defined in Regulation
      S
      under the Securities Act) in reliance on Regulation S, notice of which day
      shall
      be promptly given by the Company to the Trustee, and (b) the Issue Date, and
      with respect to any Additional Securities that are Transfer Restricted
      Securities, it means the comparable period of 40 consecutive days.

     

    “Restricted
      Securities Legend” means the legend set forth in Section 2.2(f)(i)
      herein.

     

    “Rule
      501” means Rule 501(a)(1), (2), (3) or (7) under the Securities
      Act.

     

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

     

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

     

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

     

    “Shelf
      Registration Statement” means a registration statement filed by the Company in
      connection with the offer and sale of Initial Securities pursuant to the
      Registration Agreement.

     

    “Transfer
      Restricted Securities” means Definitive Securities and any other Securities that
      bear or are required to bear or are subject to the Restricted Securities
      Legend.

     

    “Unrestricted
      Definitive Security” means Definitive Securities and any other Securities that
      are not required to bear, or are not subject to, the Restricted Securities
      Legend.

     

    1.2 Other
      Definitions.

     

    
      	
              Term:

            	
              Defined
                in Section:

            
	 	 
	
              Agent
                Members

            	
              2.1(b)

            
	
              Global
                Securities

            	
              2.1(b)

            
	
              Regulation
                S Global Securities

            	
              2.1(b)

            
	
              Regulation
                S Permanent Global Security

            	
              2.1(b)

            
	
              Regulation
                S Temporary Global Security

            	
              2.1(b)

            
	
              Rule
                144A Global Securities

            	
              2.1(b)

            


    

    2. The
      Securities.

     

    2.1 Form
      and Dating; Global Securities.

     

    (a) The
      Initial Securities issued on the date hereof will be (i) offered and sold by
      the
      Issuer pursuant to the Purchase Agreement and (ii) resold, initially only to
      (1)
      QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as
      defined in Regulation S) in reliance on Regulation S. Such Initial Securities
      may thereafter be transferred to, among others, QIBs, purchasers in reliance
      on
      Regulation S and, except as set forth below, IAIs in accordance with Rule 501.
      Additional Securities offered after the date hereof may be offered and sold
      by
      the Issuer from time to time pursuant to one or more purchase agreements in
      accordance with applicable law.

     

    (b) Global
      Securities.
      (1)
      Rule
      144A Securities initially shall be represented by one or more Securities in
      definitive, fully registered, global form without interest coupons
      (collectively, the “Rule 144A Global Securities”). 

     

    Regulation
      S Securities initially shall be represented by one or more Securities in fully
      registered, global form without interest coupons (collectively, the “Regulation
      S Temporary Global Security” and, together with the Regulation S Permanent
      Global Security (defined below), the “Regulation S Global Securities”), which
      shall be registered in the name of the Depository or the nominee of the
      Depository for the accounts of designated agents holding on behalf of Euroclear
      or Clearstream.

     

    The
      Restricted Period shall be terminated upon the receipt by the Trustee of: (1)
      a
      written certificate from the Depository, together with copies of certificates
      from Euroclear and Clearstream certifying that they have received certification
      of non-United States beneficial ownership of 100% of the aggregate principal
      amount of the Regulation S Temporary Global Security (except to the extent
      of
      any beneficial owners thereof who acquired an interest therein during the
      Restricted Period pursuant to another exemption from registration under the
      Securities Act and who shall take delivery of a beneficial ownership interest
      in
      a 144A Global Security bearing a Private Placement Legend, all as contemplated
      by this Appendix A); and (2) an Officers’ Certificate from the
      Company.

     

    Following
      the termination of the Restricted Period, beneficial interests in the Regulation
      S Temporary Global Security shall be exchanged for beneficial interests in
      a
      permanent Global Security (the “Regulation S Permanent Global Security”)
      pursuant to the applicable procedures of the Depository. Simultaneously with
      the
      authentication of the Regulation S Permanent Global Security, the Trustee shall
      cancel the Regulation S Temporary Global Security. The aggregate principal
      amount of the Regulation S Temporary Global Security and the Regulation S
      Permanent Global Security 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 the case may be, in connection with transfers of interest as
      hereinafter provided.

     

    The
      provisions of the “Operating Procedures of the Euroclear System” and “Terms and
      Conditions Governing Use of Euroclear” and the “General Terms and Conditions
      of

     


    
      
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    Clearstream
      Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers
      of beneficial interests in the Regulation S Temporary Global Security and the
      Regulation S Permanent Global Security that are held by Participants through
      Euroclear or Clearstream.

     

    The
      term
“Global Securities” means the Rule 144A Global Securities and the Regulation S
      Global Securities. The Global Securities shall bear the Global Security Legend.
      The Global Securities initially shall (i) be registered in the name of the
      Depository or the nominee of such Depository, in each case for credit to an
      account of an Agent Member, (ii) be delivered to the Trustee as custodian for
      such Depository and (iii) bear the Restricted Securities Legend.

     

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

     

    (ii) Transfers
      of Global Securities shall be limited to transfer in whole, but not in part,
      to
      the Depository, its successors or their respective nominees. Interests of
      beneficial owners in the Global Securities may be transferred or exchanged
      for
      Definitive Securities only in accordance with the applicable rules and
      procedures of the Depository and the provisions of Section 2.2. In addition,
      a
      Global Security shall be exchangeable for Definitive Securities if (x) the
      Depository (1) notifies the Company that it is unwilling or unable to continue
      as depository for such Global Security and the Company thereupon fails to
      appoint a successor depository or (2) has ceased to be a clearing agency
      registered under the Exchange Act or (y) there shall have occurred and be
      continuing an Event of Default with respect to such Global Security; provided
      that in no event shall the Regulation S Temporary Global Security be exchanged
      by the Issuer for Definitive Securities prior to (x) the expiration of the
      Restricted Period and (y) the receipt by the Registrar of any certificates
      required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all
      cases, Definitive Securities delivered in exchange for any Global Security
      or
      beneficial interests therein shall be registered in the names, and issued in
      any
      approved denominations, requested by or on behalf of the Depository in
      accordance with its customary procedures.

     

    (iii) In
      connection with the transfer of a Global Security as an entirety to beneficial
      owners pursuant to subsection (i) of this Section 2.1(b), such Global Security
      shall be deemed to be surrendered to the Trustee for cancellation, and the
      Company shall execute, and the Trustee shall authenticate and make available
      for
      delivery, to each beneficial owner identified by the Depository in writing
      in
      exchange for its beneficial interest in such Global Security, an equal aggregate
      principal amount of Definitive Securities of authorized
      denominations.

     


    
      
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    (iv) Any
      Transfer Restricted Security delivered in exchange for an interest in a Global
      Security pursuant to Section 2.2 shall, except as otherwise provided in Section
      2.2, bear the Restricted Securities Legend.

     

    (v) Notwithstanding
      the foregoing, through the Restricted Period, a beneficial interest in such
      Regulation S Global Security may be held only through Euroclear or Clearstream
      unless delivery is made in accordance with the applicable provisions of Section
      2.2.

     

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

     

    2.2 Transfer
      and Exchange.

     

    (a) Transfer
      and Exchange of Global Securities.
      A
      Global Security may not be transferred as a whole except as set forth in Section
      2.1(b). Global Securities will not be exchanged by the Issuer for Definitive
      Securities except under the circumstances described in Section 2.1(b)(ii).
      Global Securities also may be exchanged or replaced, in whole or in part, as
      provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests
      in a
      Global Security may be transferred and exchanged as provided in Section 2.2(b)
      or 2.2(g).

     

    (b) Transfer
      and Exchange of Beneficial Interests in Global Securities.
      The
      transfer and exchange of beneficial interests in the Global Securities shall
      be
      effected through the Depository, in accordance with the provisions of this
      Indenture and the applicable rules and procedures of the Depository. Beneficial
      interests in Restricted Global Securities shall be subject to restrictions
      on
      transfer comparable to those set forth herein to the extent required by the
      Securities Act. Beneficial interests in Global Securities shall be transferred
      or exchanged only for beneficial interests in Global Securities. Transfers
      and
      exchanges of beneficial interests in the Global Securities also shall require
      compliance with either subparagraph (i) or (ii) below, as applicable, as well
      as
      one or more of the other following subparagraphs, as applicable:

     

    (i) Transfer
      of Beneficial Interests in the Same Global Security.
      Beneficial interests in any Restricted Global Security may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in the
      same Restricted Global Security in accordance with the transfer restrictions
      set
      forth in the Restricted Securities Legend; provided,
      however,
      that
      prior to the expiration of the Restricted Period, transfers of beneficial
      interests in a Regulation S Global Security may not be made to a U.S. Person
      or
      for the account or benefit of a U.S. Person (other than an Initial Purchaser).
      A
      beneficial interest in an Unrestricted Global Security may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Security. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers described
      in
      this Section 2.2(b)(i).

     

    (ii) All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Securities.
      In
      connection with all transfers and exchanges of beneficial interests in any
      Global Security that is not subject to Section 2.2(b)(i), the transferor of
      such
      beneficial

     


    
      
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    interest
      must deliver to the Registrar (1) a written order from an Agent Member given
      to
      the Depository in accordance with the applicable rules and procedures of the
      Depository directing the Depository to credit or cause to be credited a
      beneficial interest in another Global Security in an amount equal to the
      beneficial interest to be transferred or exchanged and (2) instructions given
      in
      accordance with the applicable rules and procedures of the Depository containing
      information regarding the Agent Member account to be credited with such
      increase. Upon satisfaction of all of the requirements for transfer or exchange
      of beneficial interests in Global Securities contained in this Indenture and
      the
      Securities or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Security pursuant to Section
      2.2(g).

     

    (iii) Transfer
      of Beneficial Interests to Another Restricted Global Security.
      A
      beneficial interest in a Transfer Restricted Global Security may be transferred
      to a Person who takes delivery thereof in the form of a beneficial interest
      in
      another Transfer Restricted Global Security if the transfer complies with the
      requirements of Section 2.2(b)(ii) above and the Registrar receives the
      following:

     

    (A) if
      the
      transferee will take delivery in the form of a beneficial interest in a Rule
      144A Global Security, then the transferor must deliver a certificate in the
      form
      attached to the applicable Security; and

     

    (B) if
      the
      transferee will take delivery in the form of a beneficial interest in a
      Regulation S Global Security, then the transferor must deliver a certificate
      in
      the form attached to the applicable Security.

     

    (iv) Transfer
      and Exchange of Beneficial Interests in a Transfer Restricted Global Security
      for Beneficial Interests in an Unrestricted Global Security.
      A
      beneficial interest in a Transfer Restricted Global Security may be exchanged
      by
      any holder thereof for a beneficial interest in an Unrestricted Global Security
      or transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Security if the exchange or
      transfer complies with the requirements of Section 2.2(b)(ii) above and the
      Registrar receives the following:

     

    (A) if
      the
      holder of such beneficial interest in a Restricted Global Security proposes
      to
      exchange such beneficial interest for a beneficial interest in an Unrestricted
      Global Security, a certificate from such holder in the form attached to the
      applicable Security; or

     

    (B) if
      the
      holder of such beneficial interest in a Restricted Global Security proposes
      to
      transfer such beneficial interest to a Person who shall take delivery thereof
      in
      the form of a beneficial interest in an Unrestricted Global Security, a
      certificate from such holder in the form attached to the applicable
      Security,

     

    and,
      in
      each such case, if the Company or the Registrar so requests or if the applicable
      rules and procedures of the Depository so require, an Opinion of Counsel in
      form

     


    
      
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    reasonably
      acceptable to the Registrar to the effect that such exchange or transfer is
      in
      compliance with the Securities Act and that the restrictions on transfer
      contained herein and in the Restricted Securities Legend are no longer required
      in order to maintain compliance with the Securities Act. If any such transfer
      or
      exchange is effected pursuant to this subparagraph (iv) at a time when an
      Unrestricted Global Security has not yet been issued, the Issuer shall issue
      and, upon receipt of an written order of the Company in the form of an Officers’
Certificate in accordance with Section 2.01, the Trustee shall authenticate
      one
      or more Unrestricted Global Securities in an aggregate principal amount equal
      to
      the aggregate principal amount of beneficial interests transferred or exchanged
      pursuant to this subparagraph (iv).

     

    (v) Transfer
      and Exchange of Beneficial Interests in an Unrestricted Global Security for
      Beneficial Interests in a Restricted Global Security.
      Beneficial interests in an Unrestricted Global Security cannot be exchanged
      for,
      or transferred to Persons who take delivery thereof in the form of, a beneficial
      interest in a Restricted Global Security.

     

    (c) Transfer
      and Exchange of Beneficial Interests in Global Securities for Definitive
      Securities.
      A
      beneficial interest in a Global Security may not be exchanged for a Definitive
      Security except under the circumstances described in Section 2.1(b)(ii). A
      beneficial interest in a Global Security may not be transferred to a Person
      who
      takes delivery thereof in the form of a Definitive Security except under the
      circumstances described in Section 2.1(b)(ii). In any case, beneficial interests
      in Global Securities shall be transferred or exchanged only for Definitive
      Securities.

     

    (d) Transfer
      and Exchange of Definitive Securities for Beneficial Interests in Global
      Securities.
      Transfers and exchanges of beneficial interests in the Global Securities also
      shall require compliance with either subparagraph (i), (ii) or (ii) below,
      as
      applicable:

     

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

     

    (A) if
      the
      Holder of such Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for a beneficial interest in a Restricted Global Security,
      a
      certificate from such Holder in the form attached to the applicable
      Security;

     

    (B) if
      such
      Transfer Restricted Security is being transferred to a Qualified Institutional
      Buyer in accordance with Rule 144A under the Securities Act, a certificate
      from
      such Holder in the form attached to the applicable Security;

     

    (C) if
      such
      Transfer Restricted Security is being transferred to a Non-U.S. Person in an
      offshore transaction in accordance with Rule 903 or Rule

     


    
      
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    904
      under
      the Securities Act, a certificate from such Holder in the form attached to
      the
      applicable Security;

     

    (D) if
      such
      Transfer Restricted Security is being transferred pursuant to an exemption
      from
      the registration requirements of the Securities Act in accordance with Rule
      144
      under the Securities Act, a certificate from such Holder in the form attached
      to
      the applicable Security;

     

    (E) if
      such
      Transfer Restricted Security is being transferred to an Institutional Accredited
      Investor in reliance on an exemption from the registration requirements of
      the
      Securities Act other than those listed in subparagraphs (B) through (D) above,
      a
      certificate from such Holder in the form attached to the applicable Security,
      including the certifications, certificates and Opinion of Counsel, if
      applicable; or

     

    (F) if
      such
      Transfer Restricted Security is being transferred to the Company or a Subsidiary
      thereof, a certificate from such Holder in the form attached to the applicable
      Security;

     

    the
      Trustee shall cancel the Transfer Restricted Security, and increase or cause
      to
      be increased the aggregate principal amount of the appropriate Restricted Global
      Security.

     

    (ii) Transfer
      Restricted Securities to Beneficial Interests in Unrestricted Global
      Securities.
      A
      Holder of a Transfer Restricted Security may exchange such Transfer Restricted
      Definitive Security for a beneficial interest in an Unrestricted Global Security
      or transfer such Transfer Restricted Security to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global Security
      only if the Registrar receives the following:

     

    (A) if
      the
      Holder of such Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for a beneficial interest in an Unrestricted Global
      Security, a certificate from such Holder in the form attached to the applicable
      Security; or

     

    (B) if
      the
      Holder of such Transfer Restricted Securities proposes to transfer such Transfer
      Restricted Security to a Person who shall take delivery thereof in the form
      of a
      beneficial interest in an Unrestricted Global Security, a certificate from
      such
      Holder in the form attached to the applicable Security,

     

    and,
      in
      each such case, if the Company or the Registrar so requests or if the applicable
      rules and procedures of the Depository so require, an Opinion of Counsel in
      form
      reasonably acceptable to the Registrar to the effect that such exchange or
      transfer is in compliance with the Securities Act and that the restrictions
      on
      transfer contained herein and in the Restricted Securities Legend are no longer
      required in order to maintain compliance with the Securities Act. Upon
      satisfaction of the conditions of this subparagraph (ii), the Trustee shall
      cancel the Transfer Restricted Securities and increase or cause to be increased
      the aggregate principal amount of the Unrestricted Global Security. If any
      such
      transfer or exchange is effected pursuant to this subparagraph (ii)
      at

     


    
      
        NY1:1657728.6 A-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    a
      time
      when an Unrestricted Global Security has not yet been issued, the Company shall
      issue and, upon receipt of a written order of the Company in the form of an
      Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted
      Global Securities in an aggregate principal amount equal to the aggregate
      principal amount of Transfer Restricted Securities transferred or exchanged
      pursuant to this subparagraph (ii).

     

    (iii) Unrestricted
      Definitive Securities to Beneficial Interests in Unrestricted Global
      Securities.
      A
      Holder of an Unrestricted Definitive Security may exchange such Unrestricted
      Definitive Security for a beneficial interest in an Unrestricted Global Security
      or transfer such Unrestricted Definitive Security to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global Security
      at any time. Upon receipt of a request for such an exchange or transfer, the
      Trustee shall cancel the applicable Unrestricted Definitive Security and
      increase or cause to be increased the aggregate principal amount of one of
      the
      Unrestricted Global Securities. If any such transfer or exchange is effected
      pursuant to this subparagraph (iii) at a time when an Unrestricted Global
      Security has not yet been issued, the Issuer shall issue and, upon receipt
      of an
      written order of the Company in the form of an Officers’ Certificate, the
      Trustee shall authenticate one or more Unrestricted Global Securities in an
      aggregate principal amount equal to the aggregate principal amount of
      Unrestricted Definitive Securities transferred or exchanged pursuant to this
      subparagraph (iii).

     

    (iv) Unrestricted
      Definitive Securities to Beneficial Interests in Restricted Global
      Securities.
      An
      Unrestricted Definitive Security cannot be exchanged for, or transferred to
      a
      Person who takes delivery thereof in the form of, a beneficial interest in
      a
      Restricted Global Security.

     

    (e) Transfer
      and Exchange of Definitive Securities for Definitive Securities.
      Upon
      request by a Holder of Definitive Securities and such Holder’s compliance with
      the provisions of this Section 2.2(e), the Registrar shall register the transfer
      or exchange of Definitive Securities. Prior to such registration of transfer
      or
      exchange, the requesting Holder shall present or surrender to the Registrar
      the
      Definitive Securities duly endorsed or accompanied by a written instruction
      of
      transfer in form satisfactory to the Registrar duly executed by such Holder
      or
      by its attorney, duly authorized in writing. In addition, the requesting Holder
      shall provide any additional certifications, documents and information, as
      applicable, required pursuant to the following provisions of this Section
      2.2(e).

     

    (i) Transfer
      Restricted Securities to Transfer Restricted Securities.
      A
      Transfer Restricted Security may be transferred to and registered in the name
      of
      a Person who takes delivery thereof in the form of a Transfer Restricted
      Security if the Registrar receives the following:

     

    (A) if
      the
      transfer will be made pursuant to Rule 144A under the Securities Act, then
      the
      transferor must deliver a certificate in the form attached to the applicable
      Security;

     


    
      
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    (B) if
      the
      transfer will be made pursuant to Rule 903 or Rule 904 under the Securities
      Act,
      then the transferor must deliver a certificate in the form attached to the
      applicable Security;

     

    (C) if
      the
      transfer will be made pursuant to an exemption from the registration
      requirements of the Securities Act in accordance with Rule 144 under the
      Securities Act, a certificate in the form attached to the applicable
      Security;

     

    (D) if
      the
      transfer will be made to an IAI in reliance on an exemption from the
      registration requirements of the Securities Act other than those listed in
      subparagraphs (A) through (D) above, a certificate in the form attached to
      the
      applicable Security; and

     

    (E) if
      such
      transfer will be made to the Company or a Subsidiary thereof, a certificate
      in
      the form attached to the applicable Security.

     

    (ii) Transfer
      Restricted Securities to Unrestricted Definitive Securities.
      Any
      Transfer Restricted Security may be exchanged by the Holder thereof for an
      Unrestricted Definitive Security or transferred to a Person who takes delivery
      thereof in the form of an Unrestricted Definitive Security if the Registrar
      receives the following:

     

    (1) if
      the
      Holder of such Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for an Unrestricted Definitive Security, a certificate
      from
      such Holder in the form attached to the applicable Security; or

     

    (2) if
      the
      Holder of such Transfer Restricted Security proposes to transfer such Securities
      to a Person who shall take delivery thereof in the form of an Unrestricted
      Definitive Security, a certificate from such Holder in the form attached to
      the
      applicable Security,

     

    and,
      in
      each such case, if the Registrar so requests, an Opinion of Counsel in form
      reasonably acceptable to the Company to the effect that such exchange or
      transfer is in compliance with the Securities Act and that the restrictions
      on
      transfer contained herein and in the Restricted Securities Legend are no longer
      required in order to maintain compliance with the Securities Act.

     

    (iii) Unrestricted
      Definitive Securities to Unrestricted Definitive Securities.
      A
      Holder of an Unrestricted Definitive Security may transfer such Unrestricted
      Definitive Securities to a Person who takes delivery thereof in the form of
      an
      Unrestricted Definitive Security at any time. Upon receipt of a request to
      register such a transfer, the Registrar shall register the Unrestricted
      Definitive Securities pursuant to the instructions from the Holder
      thereof.

     

    (iv) Unrestricted
      Definitive Securities to Transfer Restricted Securities.
      An
      Unrestricted Definitive Security cannot be exchanged for, or transferred to
      a
      Person who takes delivery thereof in the form of, a Transfer Restricted
      Security.

     


    
      
        NY1:1657728.6 A-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    (f) Legend.

     

    (i) Except
      as
      permitted by the following paragraph (ii), (iii) or (iv), each Security
      certificate evidencing the Global Securities and the Definitive Securities
      (and
      all Securities issued in exchange therefor or in substitution thereof) shall
      bear a legend in substantially the following form (each defined term in the
      legend being defined as such for purposes of the legend only):

     

    “THIS
      NOTE (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 NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
      THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
      THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
      OF
      THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     

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

     


    
      
        NY1:1657728.6 A-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATES,
      AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
      ANY
      PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A)
      ABOVE.”

     

    Each
      Definitive Security shall bear the following additional legends:

     

    “IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
      MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.”

     

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

     

    (ii) Upon
      any
      sale or transfer of a Transfer Restricted Security that is a Definitive
      Security, the Registrar shall permit the Holder thereof to exchange such
      Transfer Restricted Security for a Definitive Security that does not bear the
      legends set forth above and rescind any restriction on the transfer of such
      Transfer Restricted Security if the Holder certifies in writing to the Registrar
      that its request for such exchange was made in reliance on Rule 144 (such
      certification to be in the form set forth on the reverse of the Initial
      Security).

     

    (iii) After
      a
      transfer of any Initial Securities during the period of the effectiveness of
      a
      Shelf Registration Statement with respect to such Initial Securities, all
      requirements pertaining to the Restricted Securities Legend on such Initial
      Securities shall cease to apply and the requirements that any such Initial
      Securities be issued in global form shall continue to apply.

     

    (iv) Upon
      the
      consummation of a Registered Exchange Offer with respect to the Initial
      Securities pursuant to which Holders of such Initial Securities are offered
      Exchange Securities in exchange for their Initial Securities, all requirements
      pertaining to Initial Securities that Initial Securities be issued in global
      form shall continue to apply, and Exchange Securities in global form without
      the
      Restricted Securities Legend shall be available to Holders that exchange such
      Initial Securities in such Registered Exchange Offer.

     

    (v) Upon
      a
      sale or transfer after the expiration of the Restricted Period of any Initial
      Security acquired pursuant to Regulation S, all requirements that such Initial
      Security bear the Restricted Securities Legend shall cease to apply and the
      requirements requiring any such Initial Security be issued in global form shall
      continue to apply.

     


    
      
        NY1:1657728.6 A-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (vi) Any
      Additional Securities sold in a registered offering shall not be required to
      bear the Restricted Securities Legend.

     

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

     

    (h) Obligations
      with Respect to Transfers and Exchanges of Securities.

     

    (i) To
      permit
      registrations of transfers and exchanges, the Issuer shall execute and the
      Trustee shall authenticate, Definitive Securities and Global Securities at
      the
      Registrar’s request.

     

    (ii) No
      service charge shall be made for any registration of transfer or exchange,
      but
      the Issuer may require payment of a sum sufficient to cover any transfer tax,
      assessments, or similar governmental charge payable in connection therewith
      (other than any such transfer taxes, assessments or similar governmental charge
      payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this
      Indenture).

     

    (iii) Prior
      to
      the due presentation for registration of transfer of any Security, the Issuer,
      the Trustee, a Paying Agent or the Registrar may deem and treat the person
      in
      whose name a Security is registered as the absolute owner of such Security
      for
      the purpose of receiving payment of principal of and interest on such Security
      and for all other purposes whatsoever, whether or not such Security is overdue,
      and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall
      be
      affected by notice to the contrary.

     

    (iv) All
      Securities issued upon any transfer or exchange pursuant to the terms of this
      Indenture shall evidence the same debt and shall be entitled to the same
      benefits under this Indenture as the Securities surrendered upon such transfer
      or exchange.

     

    (i) 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 any 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)

     


    
      
        NY1:1657728.6 A-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    of
      any
      notice (including any notice of redemption or repurchase) or the payment of
      any
      amount, under or with respect to such Securities. All notices and communications
      to be given to the Holders and all payments to be made to the Holders under
      the
      Securities shall be given or made only to the registered Holders (which shall
      be
      the Depository or its nominee in the case of a Global Security). The rights
      of
      beneficial owners in any Global Security shall be exercised only through the
      Depository subject to the applicable rules and procedures of the Depository.
      The
      Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its members, participants and any
      beneficial owners.

     

    (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.

     

    


     


    
      
        
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          NY1:1657728.6 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    EXHIBIT A-1

     

    [FORM
      OF
      FACE OF INITIAL 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 DTC, 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
      NOTE (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 NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
      THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
      THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
      OF
      THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     

    THE
      HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
      MAY
      BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED
      STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
      STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION
      S
      UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
      UNDER
      THE SECURITIES ACT PROVIDED BY

     


    
      
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    RULE
      144
      THEREUNDER (IF APPLICABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
      NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS SET FORTH
      IN (A) ABOVE.”

     

    Each
      Temporary Regulation S Security shall bear the following additional
      legend:

     

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

     

    Each
      Definitive Security shall bear the following additional legends:

     

    “IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
      MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.”

     


    
      
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    [FORM
      OF
      INITIAL SECURITY]

     

    No.                                                                    $__________

     

    87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014

     

    CUSIP
      No.


    ISIN
      No.


     

    BPC
      Acquisition corp., a Delaware corporation, promises to pay to Cede & Co., or
      registered assigns, the principal sum [of Dollars] [listed on the Schedule
      of
      Increases or Decreases in Global Security attached hereto]1  USE
      THE SCHEDULE OF INCREASES AND DECREASES LANGUAGE IF SECURITY IS IN GLOBAL FORM.
      on
      September 15, 2014.

     

    Interest
      Payment Dates: March 15 and September 15

     

    Record
      Dates: March 1 and September 1

     

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

     

    IN
      WITNESS WHEREOF, the parties have caused this instrument to be duly
      executed.

     

    BPC
      ACQUISITION CORP.

     

    By:__________________________________

      Name:

      Title: 

     

    Dated:

     


    
      
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    TRUSTEE’S
      CERTIFICATE OF

      AUTHENTICATION

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

      as
      Trustee, certifies
      that this is

      one
      of the Securities


       referred
      to in the
      Indenture.

     

    By:_________________________________

      Authorized
      Signatory

     

    */     If
      the
      Security is to be issued in global form, add the Global Securities Legend and
      the attachment from Exhibit A-1 captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
      SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE SIDE OF INITIAL SECURITY]

     

    87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014

     

    
      	
              1.

            	
              Interest

            


    

     

    (a) BPC
      ACQUISITION CORP., a Delaware corporation (such corporation, and following
      the
      merger of such corporation with and into BPC Holding Corporation, a Delaware
      corporation, BPC Holding 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 rate per annum
      shown above. The Company shall pay interest semiannually on March 15 and
      September 15 of each year, commencing March 15, 2007. Interest on the Securities
      shall accrue from the most recent date to which interest has been paid or duly
      provided for or, if no interest has been paid or duly provided for, from
      September 20, 2006 until the principal hereof is due. Interest shall be computed
      on the basis of a 360-day year of twelve 30-day months. The Company shall pay
      interest on overdue principal at the rate borne by the Securities, and it shall
      pay interest on overdue installments of interest at the same rate to the extent
      lawful.

     

    (b) Registration
      Rights Agreement.
      The
      Holder of this Security is entitled to the benefits of a Registration Rights
      Agreement, dated as of September 20, 2006, among BPC Acquisition Corp., BPC
      Holding Corporation, the Guarantors and the Initial Purchasers.

     

    
      	
              2.

            	
              Method
                of Payment

            


    

     

    The
      Company shall pay interest on the Securities (except defaulted interest) to
      the
      Persons who are registered Holders at the close of business on the March 1
      or
      September 1 next preceding the interest payment date even if Securities are
      canceled after the record date and on or before the interest payment date
      (whether or not a Business Day). Holders must surrender Securities to the Paying
      Agent to collect principal payments. The Company shall pay principal, premium,
      if any, and interest in money of the United States of America 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, if any, and interest) shall be made by wire transfer of immediately
      available funds to the accounts specified by The Depository Trust Company or
      any
      successor depositary. The Company shall make all payments in respect of a
      certificated Security (including principal, premium, if any, and interest)
      at
      the office of the Paying Agent, except that, at the option of the Company,
      payment of interest may be made by mailing a check to the registered address
      of
      each Holder thereof; provided, however, that payments on the Securities may
      also
      be made, in the case of a Holder of at least $1,000,000 aggregate principal
      amount of Securities, 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 Paying Agent 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).

     


    
      
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    3. Paying
      Agent and Registrar

     

    Initially,
      Wells Fargo Bank, National Association, a national banking association (the
      “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and
      change any Paying Agent or Registrar without notice. The Company or any of
      its
      domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
      or
      Registrar.

     

    
      	
              4.

            	
              Indenture

            


    

     

    The
      Company issued the Securities under an Indenture dated as of September 20,
      2006
      (the “Indenture”), among the Company 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) as in effect on the date of the Indenture (the “TIA”). Terms
      defined in the Indenture and not defined herein have the meanings ascribed
      thereto in the Indenture. The Securities are subject to all terms and provisions
      of the Indenture, and the Holders (as defined in the Indenture) are referred
      to
      the Indenture and the TIA for a statement of such terms and
      provisions

     

    The
      Securities are second priority senior secured obligations of the Company. This
      Security is one of the Initial Securities referred to in the Indenture. The
      Securities include the Original Fixed Rate Notes, any Additional Fixed Rate
      Notes and any Exchange Fixed Rate Notes issued in exchange for the Original
      Fixed Rate Notes or any Additional Fixed Rate Notes pursuant to the Indenture.
      The Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange
      Fixed Rate Notes are treated as a single class of securities under the
      Indenture. The Indenture imposes certain limitations on the ability of the
      Company and its Restricted Subsidiaries to, among other things, make certain
      Investments and other Restricted Payments, pay dividends and other
      distributions, incur Indebtedness, enter into consensual restrictions upon
      the
      payment of certain dividends and distributions by such Restricted Subsidiaries,
      issue or sell shares of capital stock of the Company and such Restricted
      Subsidiaries, enter into or permit certain transactions with Affiliates, create
      or incur Liens and make Asset Sales. The Indenture also imposes limitations
      on
      the ability of the Company and each Guarantor to consolidate or merge with
      or
      into any other Person or convey, transfer or lease all or substantially all
      of
      its property.

     

    To
      guarantee the due and punctual payment of the principal and interest on the
      Securities and all other amounts payable by the Company under the Indenture
      and
      the Securities when and as the same shall be due and payable, whether at
      maturity, by acceleration or otherwise, according to the terms of the Securities
      and the Indenture, the Guarantors have, jointly and severally, unconditionally
      guaranteed the Guaranteed Obligations on a second priority senior secured basis
      pursuant to the terms of the Indenture.

     

    
      	
              5.

            	
              Optional
                Redemption

            


    

     

    Except
      as
      set forth in the following two paragraphs, the Securities shall not be
      redeemable at the option of the Company prior to September 15, 2010. Thereafter,
      the Securities shall be redeemable at the option of the Company, in whole at
      any
      time or in part from time to time, upon on not less than 30 nor more than 60
      days’ prior notice, at the following redemption

     


    
      
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    prices
      (expressed as a percentage of principal amount), plus accrued and unpaid
      interest and additional interest, if any, to the redemption date (subject to
      the
      right of the Holders of record on the relevant record date to receive interest
      due on the relevant interest payment date), if redeemed during the 12-month
      period commencing on September 15 of the years set forth below:

     

    
      	
              Year

            	
              Redemption
                Price

            
	 	 
	
              2010

            	
              104.438%

            
	
              2011

            	
              102.219%

            
	
              2012
                and thereafter

            	
              100.000%

            


    

    In
      addition, prior to September 15, 2010, the Company may redeem the Securities
      at
      their option, in whole at any time or in part from time to time, upon not less
      than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
      Holder’s registered address, at a redemption price equal to 100% of the
      principal amount of the Securities redeemed plus the Applicable Premium as
      of,
      and accrued and unpaid interest and additional interest, if any, to, the
      applicable redemption date (subject to the right of the Holders of record on
      the
      relevant record date to receive interest due on the relevant interest payment
      date).

     

    Notwithstanding
      the foregoing, at any time and from time to time on or prior to September 15,
      2009, the Company may redeem in the aggregate up to 35% of the original
      aggregate principal amount of the Securities (calculated after giving effect
      to
      any issuance of Additional Securities), with the net cash proceeds of one or
      more Equity Offerings (1) by the Company or (2) by any direct or indirect parent
      of the Company, in each case, to the extent the net cash proceeds thereof are
      contributed to the common equity capital of the Company or used to purchase
      Capital Stock (other than Disqualified Stock) of the Company from it, at a
      redemption price equal to 108.875% of the principal amount thereof plus accrued
      and unpaid interest and additional interest, if any, to the redemption date
      (subject to the right of the Holders of record on the relevant record date
      to
      receive interest due on the relevant interest payment date); provided, however,
      that at least 65% of the original aggregate principal amount of the Securities
      (calculated after giving effect to any issuance of Additional Securities) must
      remain outstanding after each such redemption; and provided,
      further,
      that
      such redemption shall occur within 90 days after the date on which any such
      Equity Offering is consummated upon not less than 30 nor more than 60 days’
notice mailed to each Holder of Securities being redeemed and otherwise in
      accordance with the procedures set forth in the Indenture. Notice of any
      redemption upon any Equity Offering may be given prior to the completion
      thereof, and any such redemption or notice may, at the Company’s discretion, be
      subject to one or more conditions precedent, including, but not limited to,
      completion of the related Equity Offering.

     

    
      	
              6.

            	
              Sinking
                Fund

            


    

     

    The
      Securities are not subject to any sinking fund.

     


    
      
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    7. Notice
      of
      Redemption

     

    Notice
      of
      redemption will be mailed by first-class mail at least 30 days but not more
      than
      60 days before the redemption date to each Holder of Securities to be redeemed
      at his, her or its registered address. Securities in denominations larger than
      $2,000 may be redeemed in part but only in whole multiples of $1,000. If money
      sufficient to pay the redemption price of and accrued and unpaid interest on
      all
      Securities (or portions thereof) to be redeemed on the redemption date is
      deposited with a 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.

     

    

      
        	
                8.

              	
                Repurchase
                  of Securities at the Option of
                  the

              


      

          Holders
        upon Change of Control and Asset Sales

    

     

          Upon
      the occurrence of a Change
      of Control, each Holder shall have the right, subject to certain conditions
      specified in the Indenture, to cause the Company to repurchase 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 repurchase (subject to the right of the Holders of record on the relevant
      record date to receive interest due on the relevant interest payment date),
      as
      provided in, and subject to the terms of, the Indenture.

     

    In
      accordance with Section 4.06 of the Indenture, the Company will be required
      to
      offer to purchase Securities upon the occurrence of certain events.

     

    
      	
              9.

            	
              Ranking
                and Collateral

            


    

     

    These
      Securities and the Guarantees are secured by a second-priority security interest
      in the Collateral pursuant to certain Security Documents. The Second Priority
      Liens upon any and all Collateral are, to the extent and in the manner provided
      in the Intercreditor Agreement, subordinate in ranking to all present and future
      First Priority Liens and will be of equal ranking with all present and future
      Liens securing Other Second-Lien Obligations as set forth in the Intercreditor
      Agreement.

     

    
      	
              10.

            	
              Denominations;
                Transfer; Exchange

            


    

     

    The
      Securities are in registered form, without coupons, in denominations of $2,000
      and any integral multiple of $1,000. A Holder shall register the transfer of
      or
      exchange of Securities in accordance with the Indenture. Upon any registration
      of transfer or exchange, the Registrar and the Trustee may require a Holder,
      among other things, to furnish appropriate endorsements or transfer documents
      and to pay any taxes required by law or 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 to transfer or exchange any
      Securities for a period of 15 days prior to a selection of Securities to be
      redeemed.

     


    
      
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    11. Persons
      Deemed Owners

     

    The
      registered Holder of this Security shall 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 and a Paying Agent shall pay the money back to the Company at their
      written request unless an abandoned property law designates another Person.
      After any such payment, the Holders entitled to the money must look to the
      Company for payment as general creditors and the Trustee and a Paying Agent
      shall have no further liability with respect to such monies.

     

    
      	
              13.

            	
              Discharge
                and Defeasance

            


    

     

    Subject
      to certain conditions, the Company at any time may terminate some of or all
      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, (i) the Indenture, the
      Security Documents, the Intercreditor Agreement or the Securities may be amended
      with the written consent of the Holders of at least a majority in aggregate
      principal amount of the outstanding Securities (voting as a single class) and
      (ii) any past default or compliance with any provisions may be waived with
      the
      written consent of the Holders of at least a majority in principal amount of
      the
      outstanding Securities. Subject to certain exceptions set forth in the
      Indenture, without the consent of any Holder, the Company and the Trustee may
      amend the Indenture, Security Documents, the Intercreditor Agreement or the
      Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii)
      to
      provide for the assumption by a Successor Company of the obligations of the
      Company under the Indenture and the Securities; (iii) to provide for the
      assumption by a Successor Guarantor of the obligations of a Guarantor under
      the
      Indenture and its Guarantee; (iv) to provide for uncertificated Securities
      in
      addition to or in place of certificated Securities (provided
      that the
      uncertificated Securities are issued in registered 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); (v) to add a Guarantee with
      respect to the Securities; (vi) to secure the Securities; (vii) to add
      additional assets as Collateral; (viii) to release Collateral from the Lien
      pursuant to the Indenture, the Security Documents and the Intercreditor
      Agreement when permitted or required by the Indenture or the Security Documents,
      (ix) to modify the Security Documents and/or the Intercreditor Agreement to
      secure First Priority Lien Obligations and Other Second-Lien Obligations so
      long
      as such First Priority Lien Obligations and Other Second-Lien Obligations are
      not prohibited by the provisions of the Credit Agreement or this Indenture,
      (x)
      to add additional covenants of the Company for the benefit of the Holders or
      to
      surrender rights and powers conferred on the Company; (xi) to comply with the
      requirements of the SEC in order to effect or maintain the qualification of
      the
      Indenture under

     


    
      
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    the
      TIA;
      (xii) to make any change that does not adversely affect the rights of any
      Holder; or (xiii) to provide for the issuance of the Exchange Securities or
      Additional Securities.

     

    
      	
              15.

            	
              Defaults
                and Remedies

            


    

     

    If
      an
      Event of Default occurs (other than an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company) and is
      continuing, the Trustee or the Holders of at least 25% in principal amount
      of
      the outstanding Securities of the series, in each case, by notice to the
      Company, may declare the principal of, premium, if any, and accrued but unpaid
      interest on all the Securities of this series to be due and payable;
provided,
      however,
      that so
      long as any Bank Indebtedness remains outstanding, no such acceleration shall
      be
      effective until the earlier of (i) five (5) Business Days after the giving
      of
      written notice to the Issuer and the Representative under the Credit Agreement
      and (ii) the day on which any Bank Indebtedness or Indebtedness is accelerated.
      Upon such a declaration, such principal and interest shall be due and payable
      immediately. If an Event of Default relating to certain events of bankruptcy,
      insolvency or reorganization of the Company occurs, the principal of, premium,
      if any, and interest on all the Securities shall become immediately due and
      payable without any declaration or other act on the part of the Trustee or
      any
      Holders. Under certain circumstances, the Holders of a majority in principal
      amount of the outstanding Securities of this series may rescind any such
      acceleration with respect to the Securities and its consequences.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee shall be under no
      obligation to exercise any of the rights or powers under the Indenture at the
      request or direction of any of the Holders unless such Holders have offered
      to
      the Trustee reasonable indemnity or security against any loss, liability or
      expense and certain other conditions are complied with. Except to enforce the
      right to receive payment of principal, premium (if any) or interest when due,
      no
      Holder may pursue any remedy with respect to the Indenture or the Securities
      unless (i) such Holder has previously given the Trustee notice that an Event
      of
      Default is continuing, (ii) the Holders of at least 25% in principal amount
      of
      the outstanding Securities of this series have requested the Trustee in writing
      to pursue the remedy, (iii) such Holders have offered the Trustee reasonable
      security or indemnity against any loss, liability or expense, (iv) the Trustee
      has not complied with such request within 60 days after the receipt of the
      request and the offer of security or indemnity and (v) the Holders of a majority
      in principal amount of the outstanding Securities of this series have not given
      the Trustee a direction inconsistent with such request within such 60-day
      period. Subject to certain restrictions, the Holders of a majority in principal
      amount of the outstanding Securities of this series are given the right to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or of exercising any trust or power conferred on the
      Trustee. The Trustee, however, may refuse to follow any direction that conflicts
      with law or the Indenture or that the Trustee determines is unduly prejudicial
      to the rights of any other Holder or that would involve the Trustee in personal
      liability. Prior to taking any action under the Indenture, the Trustee shall
      be
      entitled to indemnification satisfactory to it in its sole discretion against
      all losses and expenses caused by taking or not taking such action.

     


    
      
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    16. Trustee
      Dealings with the Company

     

    Subject
      to certain limitations imposed by the TIA, 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

            


    

     

    No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Securities, the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     

    
      	
              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.

     

    
      	
              19.

            	
              Abbreviations

            


    

     

    Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the 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.

            	
              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
      LAW.

     

    
      	
              21.

            	
              CUSIP
                Numbers; ISINs

            


    

     

    The
      Company has caused CUSIP numbers and ISINs to be printed on the Securities
      and
      has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
      as a convenience to the Holders. 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.

     

    The
      Company will furnish to any Holder of Securities upon written request and
      without charge to the Holder a copy of the Indenture which has in it the text
      of
      this Security.

     


    
      
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    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.

     

    Signature
      Guarantee: 

     

    
      	
              Date: ____________________________________________

            	 ___________________________________
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    



    
      
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    CERTIFICATE
      TO BE DELIVERED UPON EXCHANGE OR

    REGISTRATION
      OF TRANSFER RESTRICTED SECURITIES

     

    This
      certificate relates to $_________ principal amount of Securities held in (check
      applicable space) ____ book-entry or _____ definitive form by the
      undersigned.

     

    The
      undersigned (check one box below):

     

    o         has
      requested the Trustee by written
      order to deliver in exchange for its beneficial interest in the Global
      Securityheld
      by the Depository a Security or
      Securities in definitive, registered form of authorized denominations and an
      aggregate principal amount equal to its beneficial interest in such Global
      Security (or the portion thereof indicated above);

     

    o        
has
      requested the Trustee by
      written order to exchange or register the transfer of a Security or
      Securities.

     

    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(k) under the Securities Act, 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	
              to
                the Registrar for registration in the name of the Holder, without
                transfer; or

               

            
	
              (3)

               

            	 o	
              pursuant
                to an effective registration statement under the Securities Act of
                1933;
                or

               

            
	
              (4)

               

            	 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

               

            
	
              (5)

               

            	 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 and such Security shall be held immediately
                after the transfer through Euroclear or Clearstream until the expiration
                of the Restricted Period (as defined in the Indenture); 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;
                or

               

            
	
              (7)

               

            	 o	
              pursuant
                to another available exemption from registration provided by Rule
                144
                under the Securities Act of 1933.

               

            


    

    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 (5), (6) or (7) is checked, the Company or the Trustee may require, prior
      to
      registering any such transfer of the Securities, such legal opinions,
      certifications and other information as the Company or the Trustee have
      reasonably requested to confirm that such transfer is being made pursuant to
      an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933.

     

    Date:_________________________________       Your
      Signature:_______________________________________________  

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                _____________________________________________

            	 ____________________________________
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    


    



    
      
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    TO
      BE
      COMPLETED BY PURCHASER IF (4) 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

     


    
      
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    [TO
      BE
      ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
      initial principal amount of this Global Security is $______________. The
      following increases or decreases in this Global Security have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease in Principal Amount of this Global Security

            	
              Amount
                of increase in Principal Amount of this Global Security

            	
              Principal
                amount of this Global Security following such decrease or
                increase

            	
              Signature
                of authorized signatory of Trustee or Securities
                Custodian

            
	 	 	 	 	 


    

    


    


     


    
      
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    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you want to elect to have this Security purchased by the Company pursuant to
      Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check
      the box:

     

    
      	
              Asset
                Sale o

            	
              Change
                of Control o

            
	 	 


    

    If
      you want to elect to have only part of this Security purchased by the Company
      pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
      Indenture, state the amount ($2,000 or any integral multiple of
      $1,000):

     

    $

     

    Date:
      _____________________________________     Your
      Signature: _____________________________________________ 

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

     

    Signature
      Guarantee: _________________________________________________________

     

    Signature
      must be guaranteed by a participant in a recognized signature guaranty medallion
      program or other signature guarantor program reasonably acceptable to the
      Trustee

     

    


    
      
        
          
            
              
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    EXHIBIT A-2

     

    [FORM
      OF
      FACE OF INITIAL 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 DTC, 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
      NOTE (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 NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
      THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
      THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
      OF
      THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     

    THE
      HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
      MAY
      BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED
      STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
      STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION
      S
      UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
      UNDER
      THE SECURITIES ACT PROVIDED BY

     


    
      
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    RULE
      144
      THEREUNDER (IF APPLICABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
      NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS SET FORTH
      IN (A) ABOVE.”

     

    Each
      Temporary Regulation S Security shall bear the following additional
      legend:

     

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

     

    Each
      Definitive Security shall bear the following additional legends:

     

    “IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
      MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.”

     


    
      
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    [FORM
      OF
      INITIAL SECURITY]

     

    No.                                                                        $__________

     

    Second
      Priority Senior Secured Floating Rate Notes due 2014

     

    CUSIP
      No.


    ISIN
      No.


     

    BPC
      ACQUISITION CORP., a Delaware corporation, promises to pay to Cede & Co., or
      registered assigns, the principal sum [of     Dollars] [listed on
      the Schedule of Increases or Decreases in Global Security attached
      hereto]2
      on
      September 15, 2014.

     

    Interest
      Payment Dates: March 15, June 15, September 15 and December 15

     

    Record
      Dates: March 1, June 1, September 1 and December 1

     

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

     

    IN
      WITNESS WHEREOF, the parties have caused this instrument to be duly
      executed.

     

    BPC
      ACQUISITION CORP.

     

    By:__________________________________________ 

      Name: 

     
Title: 

     

    Dated:

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TRUSTEE’S
      CERTIFICATE OF

      AUTHENTICATION

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Trustee, certifies that this is

    one
      of
      the Securities 

    referred
      to in the Indenture.

     

    By:__________________________________  

    Authorized
      Signatory

     

    */            If
      the
      Security is to be issued in global form, add the Global Securities Legend and
      the attachment from Exhibit A-2 captioned
      “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN
      GLOBAL SECURITY”.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE SIDE OF INITIAL SECURITY]

     

    Second
      Priority Senior Secured Floating Rate Notes due 2014

     

    
      	
              1.

            	
              Interest

            


    

     

    (a) BPC
      ACQUISITION CORP., a Delaware corporation (such corporation, and following
      the
      merger of such corporation with and into BPC Holding Corporation, a Delaware
      corporation, BPC Holding 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 a rate per annum,
      reset quarterly, equal to LIBOR (as defined in the Indenture) plus 3.875%,
      as
      determined by the Calculation Agent. Interest on the Securities will be payable
      quarterly in arrears March 15, June 15, September 15 and December 15 commencing
      December 15, 2006. The Issuers shall make each interest payment to the holders
      of record of the Securities on the immediately preceding March 1, June 1,
      September 1 or December 1. Interest shall accrue from September 20, 2006.


     

    The
      amount of interest for each day that the Securities are outstanding (the Daily
      Interest Amount ) will be calculated by dividing the interest rate in effect
      for
      such day by 360 and multiplying the result by the principal amount of the
      Securities. The amount of interest to be paid on the Securities for each
      Interest Period will be calculated by adding the Daily Interest Amounts for
      each
      day in the Interest Period.

     

    All
      percentages resulting from any of the above calculations will be rounded, if
      necessary, to the nearest one hundred thousandth of a percentage point, with
      five one-millionths of a percentage point being rounded upwards (e.g., 9.876545%
      (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts
      used in or resulting from such calculations will be rounded to the nearest
      cent
      (with one-half cent being rounded upwards).

     

    The
      interest rate on the Securities will in no event be higher than the maximum
      rate
      permitted by New York law as the same may be modified by United States law
      of
      general application. The Calculation Agent will, upon the request of any holder
      of Securities, provide the interest rate then in effect with respect to the
      Securities. All calculations made by the Calculation Agent in the absence of
      manifest error will be conclusive for all purposes and binding on the Issuer,
      the Guarantors and the Holders of the Securities.

     

    The
      Issuer will pay interest on overdue principal at 1% per annum in excess of
      the
      Daily Interest Amount and will pay interest on overdue installments of interest
      at such higher rate to the extent lawful.

     

    (b) Registration
      Rights Agreement.
      The
      Holder of this Security is entitled to the benefits of a Registration Rights
      Agreement, dated as of September 20, 2006, among BPC Acquisition Corp., BPC
      Holding Corporation, the Guarantors and the Initial Purchasers.

     

    
      	
              2.

            	
              Method
                of Payment

            


    

     

    The
      Company shall pay interest on the Securities (except defaulted interest) to
      the
      Persons who are registered Holders at the close of business on the March 1,
      June
      1, September 1

     


    
      
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    or
      December 1 next preceding the interest payment date even if Securities are
      canceled after the record date and on or before the interest payment date
      (whether or not a Business Day). Holders must surrender Securities to the Paying
      Agent to collect principal payments. The Company shall pay principal, premium,
      if any, and interest in money of the United States of America 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, if any, and interest) shall be made by wire transfer of immediately
      available funds to the accounts specified by The Depository Trust Company or
      any
      successor depositary. The Company shall make all payments in respect of a
      certificated Security (including principal, premium, if any, and interest)
      at
      the office of the Paying Agent, except that, at the option of the Company,
      payment of interest may be made by mailing a check to the registered address
      of
      each Holder thereof; provided, however, that payments on the Securities may
      also
      be made, in the case of a Holder of at least $1,000,000 aggregate principal
      amount of Securities, 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 Paying Agent 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,
      Wells Fargo Bank, National Association, a national banking association (the
      “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and
      change any Paying Agent or Registrar without notice. The Company or any of
      its
      domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
      or
      Registrar.

     

    
      	
              4.

            	
              Indenture

            


    

     

    The
      Company issued the Securities under an Indenture dated as of September 20,
      2006
      (the “Indenture”), among the Company 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) as in effect on the date of the Indenture (the “TIA”). Terms
      defined in the Indenture and not defined herein have the meanings ascribed
      thereto in the Indenture. The Securities are subject to all terms and provisions
      of the Indenture, and the Holders (as defined in the Indenture) are referred
      to
      the Indenture and the TIA for a statement of such terms and
      provisions

     

    The
      Securities are second priority senior secured obligations of the Company. This
      Security is one of the Initial Securities referred to in the Indenture. The
      Securities include the Original Floating Rate Notes, any Additional Floating
      Rate Notes and any Exchange Floating Rate Notes issued in exchange for the
      Original Floating Rate Notes or any Additional Floating Rate Notes pursuant
      to
      the Indenture. The Original Floating Rate Notes, any Additional Floating Rate
      Notes and any Exchange Floating Rate Notes are treated as a single class of
      securities under the Indenture. The Indenture imposes certain limitations on
      the
      ability of the Company and its Restricted Subsidiaries to, among other things,
      make certain Investments and other Restricted Payments, pay dividends and other
      distributions, incur Indebtedness, enter into consensual restrictions upon
      the
      payment of certain dividends and distributions by such Restricted Subsidiaries,
      issue or sell shares of capital stock of the Company and such
      Restricted

     


    
      
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    Subsidiaries,
      enter into or permit certain transactions with Affiliates, create or incur
      Liens
      and make Asset Sales. The Indenture also imposes limitations on the ability
      of
      the Company and each Guarantor to consolidate or merge with or into any other
      Person or convey, transfer or lease all or substantially all of its
      property.

     

    To
      guarantee the due and punctual payment of the principal and interest on the
      Securities and all other amounts payable by the Company under the Indenture
      and
      the Securities when and as the same shall be due and payable, whether at
      maturity, by acceleration or otherwise, according to the terms of the Securities
      and the Indenture, the Guarantors have, jointly and severally, unconditionally
      guaranteed the Guaranteed Obligations on a second priority senior secured basis
      pursuant to the terms of the Indenture.

     

    
      	
              5.

            	
              Optional
                Redemption

            


    

     

    Except
      as
      set forth in the following two paragraphs, the Securities shall not be
      redeemable at the option of the Company prior to September 15, 2008. Thereafter,
      the Securities shall be redeemable at the option of the Company, in whole at
      any
      time or in part from time to time, upon on not less than 30 nor more than 60
      days’ prior notice, at the following redemption prices (expressed as a
      percentage of principal amount), plus accrued and unpaid interest and additional
      interest, if any, to the redemption date (subject to the right of the Holders
      of
      record on the relevant record date to receive interest due on the relevant
      interest payment date), if redeemed during the 12-month period commencing on
      September 15 of the years set forth below:

     

    
      	
              Year

            	
              Redemption
                Price

            
	 	 
	
              2008

            	
              102.000%

            
	
              2009

            	
              101.000%

            
	
              2010
                and thereafter

            	
              100.000%

            


    

    


    Notwithstanding
      the foregoing, at any time and from time to time on or prior to September 15,
      2008, the Company may redeem in the aggregate up to 35% of the original
      aggregate principal amount of the Securities (calculated after giving effect
      to
      any issuance of Additional Securities), with the net cash proceeds of one or
      more Equity Offerings (1) by the Company or (2) by any direct or indirect parent
      of the Company, in each case, to the extent the net cash proceeds thereof are
      contributed to the common equity capital of the Company or used to purchase
      Capital Stock (other than Disqualified Stock) of the Company from it, at a
      redemption price (expressed as a percentage of principal amount thereof) of
      100%
      plus a premium (expressed as a percentage of principal amount thereof) equal
      to
      the interest rate per annum on the Securities applicable on the date on which
      notice of redemption is given, plus accrued and unpaid interest and Additional
      Interest, if any, to the redemption date (subject to the right of Holders of
      record on the relevant record date to receive interest due on the relevant
      interest payment date); provided,
      however, that at least 65% of the original aggregate principal amount of the
      Securities (calculated after giving effect to any issuance of Additional
      Securities) must remain outstanding after each such redemption; and provided,
      further,
      that
      such redemption shall occur within 90 days after the date on which any such
      Equity Offering is consummated

     


    
      
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    upon
      not
      less than 30 nor more than 60 days’ notice mailed to each Holder of Securities
      being redeemed and otherwise in accordance with the procedures set forth in
      the
      Indenture. Notice of any redemption upon any Equity Offering may be given prior
      to the completion thereof, and any such redemption or notice may, at the
      Company’s discretion, be subject to one or more conditions precedent, including,
      but not limited to, completion of the related Equity Offering.

     

    
      	
              6.

            	
              Sinking
                Fund

            


    

     

    The
      Securities are not subject to any sinking fund.

     

    
      	
              7.

            	
              Notice
                of Redemption

            


    

     

    Notice
      of
      redemption will be mailed by first-class mail at least 30 days but not more
      than
      60 days before the redemption date to each Holder of Securities to be redeemed
      at his, her or its registered address. Securities in denominations larger than
      $2,000 may be redeemed in part but only in whole multiples of $1,000. If money
      sufficient to pay the redemption price of and accrued and unpaid interest on
      all
      Securities (or portions thereof) to be redeemed on the redemption date is
      deposited with a 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.

    

      
        	
                8.

              	
                Repurchase
                  of Securities at the Option of the

              


      

             
        Holders upon Change of Control and Asset Sales

    

     

    Upon
      the
      occurrence of a Change of Control, each Holder shall have the right, subject
      to
      certain conditions specified in the Indenture, to cause the Company to
      repurchase 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 repurchase (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date), as provided in, and subject to the terms of, the
      Indenture.

     

    In
      accordance with Section 4.06 of the Indenture, the Company will be required
      to
      offer to purchase Securities upon the occurrence of certain events.

     

    
      	
              9.

            	
              Ranking
                and Collateral

            


    

     

    These
      Securities and the Guarantees are secured by a second-priority security interest
      in the Collateral pursuant to certain Security Documents. The Second Priority
      Liens upon any and all Collateral are, to the extent and in the manner provided
      in the Intercreditor Agreement, subordinate in ranking to all present and future
      First Priority Liens and will be of equal ranking with all present and future
      Liens securing Other Second-Lien Obligations as set forth in the Intercreditor
      Agreement.

     

    
      	
              10.

            	
              Denominations;
                Transfer; Exchange

            


    

     

    The
      Securities are in registered form, without coupons, in denominations of $2,000
      and any integral multiple of $1,000. A Holder shall register the transfer of
      or
      exchange

     


    
      
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    of
      Securities in accordance with the Indenture. Upon any registration of transfer
      or exchange, the Registrar and the Trustee may require a Holder, among other
      things, to furnish appropriate endorsements or transfer documents and to pay
      any
      taxes required by law or 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 to transfer or exchange any Securities for
      a
      period of 15 days prior to a selection of Securities to be
      redeemed.

     

    
      	
              11.

            	
              Persons
                Deemed Owners

            


    

     

    The
      registered Holder of this Security shall 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 and a Paying Agent shall pay the money back to the Company at their
      written request unless an abandoned property law designates another Person.
      After any such payment, the Holders entitled to the money must look to the
      Company for payment as general creditors and the Trustee and a Paying Agent
      shall have no further liability with respect to such monies.

     

    
      	
              13.

            	
              Amendment;
                Waiver

            


    

     

    Subject
      to certain exceptions set forth in the Indenture, (i) the Indenture, the
      Security Documents, the Intercreditor Agreement or the Securities may be amended
      with the written consent of the Holders of at least a majority in aggregate
      principal amount of the outstanding Securities (voting as a single class) and
      (ii) any past default or compliance with any provisions may be waived with
      the
      written consent of the Holders of at least a majority in principal amount of
      the
      outstanding Securities. Subject to certain exceptions set forth in the
      Indenture, without the consent of any Holder, the Company and the Trustee may
      amend the Indenture, Security Documents, the Intercreditor Agreement or the
      Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii)
      to
      provide for the assumption by a Successor Company of the obligations of the
      Company under the Indenture and the Securities; (iii) to provide for the
      assumption by a Successor Guarantor of the obligations of a Guarantor under
      the
      Indenture and its Guarantee; (iv) to provide for uncertificated Securities
      in
      addition to or in place of certificated Securities (provided that the
      uncertificated Securities are issued in registered 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); (v) to add a Guarantee with
      respect to the Securities; (vi) to secure the Securities; (vii) to add
      additional assets as Collateral; (viii) to release Collateral from the Lien
      pursuant to the Indenture, the Security Documents and the Intercreditor
      Agreement when permitted or required by the Indenture or the Security Documents,
      (ix) to modify the Security Documents and/or the Intercreditor Agreement to
      secure First Priority Lien Obligations and Other Second-Lien Obligations so
      long
      as such First Priority Lien Obligations and Other Second-Lien Obligations are
      not prohibited by the provisions of the Credit Agreement or this Indenture,
      (x)
      to add additional covenants of the Company for the benefit of the Holders or
      to
      surrender rights and powers conferred on the Company; (xi) to comply with the
      requirements of the SEC in order to effect or maintain the qualification of
      the
      Indenture under

     


    
      
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    the
      TIA;
      (xii) to make any change that does not adversely affect the rights of any
      Holder; or (xiii) to provide for the issuance of the Exchange Securities or
      Additional Securities.

     

    
      	
              14.

            	
              Defaults
                and Remedies

            


    

     

    If
      an
      Event of Default occurs (other than an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company) and is
      continuing, the Trustee or the Holders of at least 25% in principal amount
      of
      the outstanding Securities of the series, in each case, by notice to the
      Company, may declare the principal of, premium, if any, and accrued but unpaid
      interest on all the Securities of this series to be due and payable;
provided,
      however,
      that so
      long as any Bank Indebtedness remains outstanding, no such acceleration shall
      be
      effective until the earlier of (i) five (5) Business Days after the giving
      of
      written notice to the Issuer and the Representative under the Credit Agreement
      and (ii) the day on which any Bank Indebtedness or Indebtedness is accelerated.
      Upon such a declaration, such principal and interest shall be due and payable
      immediately. If an Event of Default relating to certain events of bankruptcy,
      insolvency or reorganization of the Company occurs, the principal of, premium,
      if any, and interest on all the Securities shall become immediately due and
      payable without any declaration or other act on the part of the Trustee or
      any
      Holders. Under certain circumstances, the Holders of a majority in principal
      amount of the outstanding Securities may rescind any such acceleration with
      respect to the Securities of this series and its consequences.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee shall be under no
      obligation to exercise any of the rights or powers under the Indenture at the
      request or direction of any of the Holders unless such Holders have offered
      to
      the Trustee reasonable indemnity or security against any loss, liability or
      expense and certain other conditions are complied with. Except to enforce the
      right to receive payment of principal, premium (if any) or interest when due,
      no
      Holder may pursue any remedy with respect to the Indenture or the Securities
      unless (i) such Holder has previously given the Trustee notice that an Event
      of
      Default is continuing, (ii) the Holders of at least 25% in principal amount
      of
      the outstanding Securities of this series have requested the Trustee in writing
      to pursue the remedy, (iii) such Holders have offered the Trustee reasonable
      security or indemnity against any loss, liability or expense, (iv) the Trustee
      has not complied with such request within 60 days after the receipt of the
      request and the offer of security or indemnity and (v) the Holders of a majority
      in principal amount of the outstanding Securities of this series have not given
      the Trustee a direction inconsistent with such request within such 60-day
      period. Subject to certain restrictions, the Holders of a majority in principal
      amount of the outstanding Securities of this series are given the right to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or of exercising any trust or power conferred on the
      Trustee. The Trustee, however, may refuse to follow any direction that conflicts
      with law or the Indenture or that the Trustee determines is unduly prejudicial
      to the rights of any other Holder or that would involve the Trustee in personal
      liability. Prior to taking any action under the Indenture, the Trustee shall
      be
      entitled to indemnification satisfactory to it in its sole discretion against
      all losses and expenses caused by taking or not taking such action.

     


    
      
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    15. Trustee
      Dealings with the Company

     

    Subject
      to certain limitations imposed by the TIA, 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.

     

    
      	
              16.

            	
              No
                Recourse Against Others

            


    

     

    No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Securities, the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     

    
      	
              17.

            	
              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.

     

    
      	
              18.

            	
              Abbreviations

            


    

     

    Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
      tenants with rights of survivorship and not as tenants in common), CUST
      (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    
      	
              19.

            	
              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
      LAW.

     

    
      	
              20.

            	
              CUSIP
                Numbers; ISINs

            


    

     

    The
      Company has caused CUSIP numbers and ISINs to be printed on the Securities
      and
      has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
      as a convenience to the Holders. 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.

     

    The
      Company will furnish to any Holder of Securities upon written request and
      without charge to the Holder a copy of the Indenture which has in it the text
      of
      this Security.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                ___________________________________________    

            	 ____________________________________
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    



    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      TO BE DELIVERED UPON EXCHANGE OR

     

    REGISTRATION
      OF TRANSFER RESTRICTED SECURITIES

     

    This
      certificate relates to $_________ principal amount of Securities held in (check
      applicable space) ____ book-entry or _____ definitive form by the
      undersigned.

     

    The
      undersigned (check one box below):

     

     o       has
      requested the Trustee by
      written order to deliver in exchange for its beneficial interest in the Global
      Security

             
     
held
      by the Depository a
      Security or Securities in definitive, registered form of authorized
      denominations and an

               
      aggregate principal amount equal to its beneficial interest in such Global
      Security (or the portion thereof indicated

                               
      above);

     

                          o                 
      has requested the Trustee by written order to exchange or register the transfer
      of a Security or Securities.

     

    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(k) under the Securities Act, 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	
              to
                the Registrar for registration in the name of the Holder, without
                transfer; or

               

            
	
              (3)

               

            	 o	
              pursuant
                to an effective registration statement under the Securities Act of
                1933;
                or

               

            
	
              (4)

               

            	 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

               

            
	
              (5)

               

            	 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 and such Security shall be held immediately
                after the transfer through Euroclear or Clearstream until the expiration
                of the Restricted Period (as defined in the Indenture); 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;
                or

               

            
	
              (7)

               

            	 o	
              pursuant
                to another available exemption from registration provided by Rule
                144
                under the Securities Act of 1933.

               

            


    

    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 (5), (6) or (7)
      is
      checked, the Company or the Trustee may require, prior to registering any such
      transfer of the Securities, such legal opinions, certifications and other
      information as the Company or the Trustee have reasonably requested to confirm
      that such transfer is being made pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the Securities
      Act
      of 1933.

     

    Date:
      _______________________________  Your
      Signature:_________________________________________________  

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                _____________________________________________

            	 ____________________________________
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    


    



    
      
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    TO
      BE
      COMPLETED BY PURCHASER IF (4) 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

     


    
      
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    [TO
      BE
      ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
      initial principal amount of this Global Security is $______________. The
      following increases or decreases in this Global Security have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease in Principal Amount of this Global Security

            	
              Amount
                of increase in Principal Amount of this Global Security

            	
              Principal
                amount of this Global Security following such decrease or
                increase

            	
              Signature
                of authorized signatory of Trustee or Securities
                Custodian

            
	 	 	 	 	 


    

    


    


     


    
      
        A-2-

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    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you want to elect to have this Security purchased by the Company pursuant to
      Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check
      the box:

     

    
      	
              Asset
                Sale o

            	
              Change
                of Control o

            
	 	 


    

    If
      you want to elect to have only part of this Security purchased by the Company
      pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
      Indenture, state the amount ($2,000 or any integral multiple of
      $1,000):

     

    $

     

    Date:
      _________________________________        Your
      Signature: ______________________________________________ 

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

     

    Signature
      Guarantee: ____________________________________________________________ 

    Signature
      must be guaranteed by a participant in a recognized signature guaranty medallion
      program or other signature

    guarantor
      program reasonably acceptable to the Trustee

     

    


    

      
        
          
            NY1:1657728.6 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      




    EXHIBIT
      B-1

     

    [FORM
      OF
      FACE OF EXCHANGE 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 DTC, 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.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    No.                                                                        $__________

     

    87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014

     

    CUSIP
      No.
      ______

    ISIN
      No.
      ______

     

    BPC
      ACQUISITION CORP., a Delaware corporation, promises to pay to Cede & Co., or
      registered assigns, the principal sum [of Dollars] [listed on the Schedule
      of
      Increases or Decreases in Global Security attached hereto]3  USE
      THE SCHEDULE OF INCREASES AND DECREASES LANGUAGE IF SECURITY IS IN GLOBAL FORM.
      on
      September 15, 2014.

     

    Interest
      Payment Dates: March 15 and September 15

     

    Record
      Dates: March 1 and September 1

     

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

     

    IN
      WITNESS WHEREOF, the parties have caused this instrument to be duly
      executed.

     

    BPC
      ACQUISITION CORP.

     

    By:______________________________________

       Name: 

       Title: 

     

    Dated:

     


    
      
        B-1-

        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TRUSTEE’S
      CERTIFICATE OF

    AUTHENTICATION

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Trustee, certifies that this is

    one
      of
      the Securities 

    referred
      to in the Indenture.

     

    By: 
      ________________________________________

      
Authorized
      Signatory

     

    ______________________

     

    */         If
      the
      Security is to be issued in global form, add the Global Securities Legend and
      the attachment from Exhibit B-1

               captioned
“TO
      BE ATTACHED
      TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL

               SECURITY”.

     


    
      
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    [FORM
      OF
      REVERSE SIDE OF EXCHANGE SECURITY]

     

    87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014

     

    
      	
              1.

            	
              Interest

            


    

     

    (a) BPC
      ACQUISITION CORP., a Delaware corporation (such corporation, and following
      the
      merger of such corporation with and into BPC Holding Corporation, a Delaware
      corporation, BPC Holding 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 rate per annum
      shown above. The Company shall pay interest semiannually on March 15 and
      September 15 of each year, commencing March 15, 2007. Interest on the Securities
      shall accrue from the most recent date to which interest has been paid or duly
      provided for or, if no interest has been paid or duly provided for, from
      September 20, 2006 until the principal hereof is due. Interest shall be computed
      on the basis of a 360-day year of twelve 30-day months. The Company shall pay
      interest on overdue principal at the rate borne by the Securities, and it shall
      pay interest on overdue installments of interest at the same rate to the extent
      lawful.

     

    
      	
              2.

            	
              Method
                of Payment

            


    

     

    The
      Company shall pay interest on the Securities (except defaulted interest) to
      the
      Persons who are registered Holders at the close of business on the March 1
      or
      September 1 next preceding the interest payment date even if Securities are
      canceled after the record date and on or before the interest payment date
      (whether or not a Business Day). Holders must surrender Securities to the Paying
      Agent to collect principal payments. The Company shall pay principal, premium,
      if any, and interest in money of the United States of America 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, if any, and interest) shall be made by wire transfer of immediately
      available funds to the accounts specified by The Depository Trust Company or
      any
      successor depositary. The Company shall make all payments in respect of a
      certificated Security (including principal, premium, if any, and interest),
      at
      the office of the Paying Agent, except that, at the option of the Company,
      payment of interest may be made by mailing a check to the registered address
      of
      each Holder thereof; provided, however, that payments on the Securities may
      also
      be made, in the case of a Holder of at least $1,000,000 aggregate principal
      amount of Securities, 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 Paying Agent 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,
      Wells Fargo Bank, National Association, a national banking association (the
      “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and
      change any Paying Agent or Registrar without notice. The Company or any of
      its
      domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
      or
      Registrar.

     


    
      
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    4. Indenture

     

    The
      Company issued the Securities under an Indenture dated as of September 20,
      2006
      (the “Indenture”), among the Company 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) as in effect on the date of the Indenture (the “TIA”). Terms
      defined in the Indenture and not defined herein have the meanings ascribed
      thereto in the Indenture. The Securities are subject to all terms and provisions
      of the Indenture, and the Holders (as defined in the Indenture) are referred
      to
      the Indenture and the TIA for a statement of such terms and
      provisions.

     

    The
      Securities are second priority senior secured obligations of the Company. This
      Security is one of the Exchange Securities referred to in the Indenture. The
      Securities include the Original Fixed Rate Notes, any Additional Fixed Rate
      Notes and any Exchange Fixed Rate Notes issued in exchange for the Original
      Fixed Rate Notes or any Additional Fixed Rate Notes pursuant to the Indenture.
      The Original Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange
      Fixed Rate Notes are treated as a single class of securities under the
      Indenture. The Indenture imposes certain limitations on the ability of the
      Company and its Restricted Subsidiaries to, among other things, make certain
      Investments and other Restricted Payments, pay dividends and other
      distributions, incur Indebtedness, enter into consensual restrictions upon
      the
      payment of certain dividends and distributions by such Restricted Subsidiaries,
      issue or sell shares of capital stock of the Company and such Restricted
      Subsidiaries, enter into or permit certain transactions with Affiliates, create
      or incur Liens and make Asset Sales. The Indenture also imposes limitations
      on
      the ability of the Company and each Guarantor to consolidate or merge with
      or
      into any other Person or convey, transfer or lease all or substantially all
      of
      its property.

     

    To
      guarantee the due and punctual payment of the principal and interest on the
      Securities and all other amounts payable by the Company under the Indenture
      and
      the Securities when and as the same shall be due and payable, whether at
      maturity, by acceleration or otherwise, according to the terms of the Securities
      and the Indenture, the Guarantors have, jointly and severally, unconditionally
      guaranteed the Guaranteed Obligations on a second priority senior secured basis
      pursuant to the terms of the Indenture.

     

    
      	
              5.

            	
              Optional
                Redemption

            


    

     

    Except
      as
      set forth in the following two paragraphs, the Securities shall not be
      redeemable at the option of the Company prior to September 15, 2010. Thereafter,
      the Securities shall be redeemable at the option of the Company, in whole at
      any
      time or in part from time to time, upon on not less than 30 nor more than 60
      days’ prior notice, at the following redemption prices (expressed as a
      percentage of principal amount), plus accrued and unpaid interest and additional
      interest, if any, to the redemption date (subject to the right of the Holders
      of
      record on the relevant record date to receive interest due on the relevant
      interest payment date), if redeemed during the 12-month period commencing on
      September 15 of the years set forth below:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    
      	
              Year

            	
              Redemption
                Price

            
	 	 
	
              2010

            	
              104.438%

            
	
              2011

            	
              102.219%

            
	
              2012
                and thereafter

            	
              100.000%

            
	 	 


    

    In
      addition, prior to September 15, 2010, the Company may redeem the Securities
      at
      its option, in whole at any time or in part from time to time, upon not less
      than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
      Holder’s registered address, at a redemption price equal to 100% of the
      principal amount of the Securities redeemed plus the Applicable Premium as
      of,
      and accrued and unpaid interest and additional interest, if any, to, the
      applicable redemption date (subject to the right of the Holders of record on
      the
      relevant record date to receive interest due on the relevant interest payment
      date).

     

    Notwithstanding
      the foregoing, at any time and from time to time on or prior to September 15,
      2009, the Company may redeem in the aggregate up to 35% of the original
      aggregate principal amount of the Securities (calculated after giving effect
      to
      any issuance of Additional Securities), with the net cash proceeds of one or
      more Equity Offerings (1) by the Company or (2) by any direct or indirect parent
      of the Company, in each case, to the extent the net cash proceeds thereof are
      contributed to the common equity capital of the Company or used to purchase
      Capital Stock (other than Disqualified Stock) of the Company from it, at a
      redemption price equal to 108.875% of the principal amount thereof plus accrued
      and unpaid interest and additional interest, if any, to the redemption date
      (subject to the right of the Holders of record on the relevant record date
      to
      receive interest due on the relevant interest payment date); provided, however,
      that at least 65% of the original aggregate principal amount of the Securities
      (calculated after giving effect to any issuance of Additional Securities) must
      remain outstanding after each such redemption; and provided,
      further,
      that
      such redemption shall occur within 90 days after the date on which any such
      Equity Offering is consummated upon not less than 30 nor more than 60 days’
notice mailed to each Holder of Securities being redeemed and otherwise in
      accordance with the procedures set forth in the Indenture. Notice of any
      redemption upon any Equity Offering may be given prior to the completion
      thereof, and any such redemption or notice may, at the Company’s discretion, be
      subject to one or more conditions precedent, including, but not limited to,
      completion of the related Equity Offering.

     

    
      	
              6.

            	
              Sinking
                Fund

            


    

     

    The
      Securities are not subject to any sinking fund.

     

    
      	
              7.

            	
              Notice
                of Redemption

            


    

     

    Notice
      of
      redemption will be mailed by first-class mail at least 30 days but not more
      than
      60 days before the redemption date to each Holder of Securities to be redeemed
      at his, her or its registered address. Securities in denominations larger than
      $2,000 may be redeemed in part but only in whole multiples of $1,000. If money
      sufficient to pay the redemption price of and accrued and unpaid interest on
      all
      Securities (or portions thereof) to be redeemed on the redemption date is
      deposited with a Paying Agent on or before the redemption date and
      certain

     


    
      
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    other
      conditions are satisfied, on and after such date interest ceases to accrue
      on
      such Securities (or such portions thereof) called for redemption.

    

      
        	
                8.

              	
                Repurchase
                  of Securities at the Option of the

              


      

                     
        Holders upon Change of Control and Asset Sales

    

     

    Upon
      the
      occurrence of a Change of Control, each Holder shall have the right, subject
      to
      certain conditions specified in the Indenture, to cause the Company to
      repurchase 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 repurchase (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date), as provided in, and subject to the terms of, the
      Indenture.

     

    In
      accordance with Section 4.06 of the Indenture, the Company will be required
      to
      offer to purchase Securities upon the occurrence of certain events.

     

    
      	
              9.

            	
              Ranking
                and Collateral

            


    

     

    These
      Securities and the Guarantees are secured by a second-priority security interest
      in the Collateral pursuant to certain Security Documents. The Second Priority
      Liens upon any and all Collateral are, to the extent and in the manner provided
      in the Intercreditor Agreement, subordinate in ranking to all present and future
      First Priority Liens and will be of equal ranking with all present and future
      Liens securing Other Second-Lien Obligations as set forth in the Intercreditor
      Agreement.

     

    
      	
              10.

            	
              Denominations;
                Transfer; Exchange

            


    

     

    The
      Securities are in registered form, without coupons, in denominations of $2,000
      and any integral multiple of $1,000. A Holder shall register the transfer of
      or
      exchange of Securities in accordance with the Indenture. Upon any registration
      of transfer or exchange, the Registrar and the Trustee may require a Holder,
      among other things, to furnish appropriate endorsements or transfer documents
      and to pay any taxes required by law or 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 to transfer or exchange any
      Securities for a period of 15 days prior to a selection of Securities to be
      redeemed.

     

    
      	
              11.

            	
              Persons
                Deemed Owners

            


    

     

    The
      registered Holder of this Security shall 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 and a Paying Agent shall pay the money back to the Company at their
      written request unless an abandoned property law designates another Person.
      After any such payment, the

     


    
      
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    Holders
      entitled to the money must look to the Company for payment as general creditors
      and the Trustee and a Paying Agent shall have no further liability with respect
      to such monies.

     

    
      	
              13.

            	
              Discharge
                and Defeasance

            


    

     

    Subject
      to certain conditions, the Company at any time may terminate some of or all
      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, (i) the Indenture, the
      Security Documents, the Intercreditor Agreement or the Securities may be amended
      with the written consent of the Holders of at least a majority in aggregate
      principal amount of the outstanding Securities (voting as a single class) and
      (ii) any past default or compliance with any provisions may be waived with
      the
      written consent of the Holders of at least a majority in principal amount of
      the
      outstanding Securities. Subject to certain exceptions set forth in the
      Indenture, without the consent of any Holder, the Company and the Trustee may
      amend the Indenture, Security Documents, the Intercreditor Agreement or the
      Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii)
      to
      provide for the assumption by a Successor Company of the obligations of the
      Company under the Indenture and the Securities; (iii) to provide for the
      assumption by a Successor Guarantor of the obligations of a Guarantor under
      the
      Indenture and its Guarantee; (iv) to provide for uncertificated Securities
      in
      addition to or in place of certificated Securities (provided that the
      uncertificated Securities are issued in registered 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); (v) to add a Guarantee with
      respect to the Securities; (vi) to secure the Securities; (vii) to add
      additional assets as Collateral; (viii) to release Collateral from the Lien
      pursuant to the Indenture, the Security Documents and the Intercreditor
      Agreement when permitted or required by the Indenture or the Security Documents,
      (ix) to modify the Security Documents and/or the Intercreditor Agreement to
      secure First Priority Lien Obligations and Other Second-Lien Obligations so
      long
      as such First Priority Lien Obligations and Other Second-Lien Obligations are
      not prohibited by the provisions of the Credit Agreement or this Indenture,
      (x)
      to add additional covenants of the Company for the benefit of the Holders or
      to
      surrender rights and powers conferred on the Company; (xi) to comply with the
      requirements of the SEC in order to effect or maintain the qualification of
      the
      Indenture under the TIA; (xii) to make any change that does not adversely affect
      the rights of any Holder; or (xiii) to provide for the issuance of the Exchange
      Securities or Additional Securities.

     

    
      	
              15.

            	
              Defaults
                and Remedies

            


    

     

    If
      an
      Event of Default occurs (other than an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company) and is
      continuing, the Trustee or the Holders of at least 25% in principal amount
      of
      the outstanding Securities of the series, in each case, by notice to the
      Company, may declare the principal of, premium, if any, and accrued but unpaid
      interest on all the Securities of this series to be due and payable. If
      an

     


    
      
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    Event
      of
      Default relating to certain events of bankruptcy, insolvency or reorganization
      of the Company occurs, the principal of, premium, if any, and interest on all
      the Securities shall become immediately due and payable without any declaration
      or other act on the part of the Trustee or any Holders. Under certain
      circumstances, the Holders of a majority in principal amount of the outstanding
      Securities of this series may rescind any such acceleration with respect to
      the
      Securities and its consequences.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee shall be under no
      obligation to exercise any of the rights or powers under the Indenture at the
      request or direction of any of the Holders unless such Holders have offered
      to
      the Trustee reasonable indemnity or security against any loss, liability or
      expense and certain other conditions are complied with. Except to enforce the
      right to receive payment of principal, premium (if any) or interest when due,
      no
      Holder may pursue any remedy with respect to the Indenture or the Securities
      unless (i) such Holder has previously given the Trustee notice that an Event
      of
      Default is continuing, (ii) the Holders of at least 25% in principal amount
      of
      the outstanding Securities of this series have requested the Trustee in writing
      to pursue the remedy, (iii) such Holders have offered the Trustee reasonable
      security or indemnity against any loss, liability or expense, (iv) the Trustee
      has not complied with such request within 60 days after the receipt of the
      request and the offer of security or indemnity and (v) the Holders of a majority
      in principal amount of the outstanding Securities of this series have not given
      the Trustee a direction inconsistent with such request within such 60-day
      period. Subject to certain restrictions, the Holders of a majority in principal
      amount of the outstanding Securities of this series are given the right to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or of exercising any trust or power conferred on the
      Trustee. The Trustee, however, may refuse to follow any direction that conflicts
      with law or the Indenture or that the Trustee determines is unduly prejudicial
      to the rights of any other Holder or that would involve the Trustee in personal
      liability. Prior to taking any action under the Indenture, the Trustee shall
      be
      entitled to indemnification satisfactory to it in its sole discretion against
      all losses and expenses caused by taking or not taking such action.

     

    
      	
              16.

            	
              Trustee
                Dealings with the Company

            


    

     

    Subject
      to certain limitations imposed by the TIA, 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

            


    

     

    No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Issuer or the
      Guarantors under the Securities, the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     


    
      
        B-1-

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    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.

     

    
      	
              19.

            	
              Abbreviations

            


    

     

    Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the 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.

            	
              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
      LAW.

     

    
      	
              21.

            	
              CUSIP
                Numbers; ISINs

            


    

     

    The
      Company has caused CUSIP numbers and ISINs to be printed on the Securities
      and
      has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
      as a convenience to the Holders. 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.

     

    The
      Company will furnish to any Holder of Securities upon written request and
      without charge to the Holder a copy of the Indenture which has in it the text
      of
      this Security.

     


    
      
        B-1-

        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                _______________________________________________

            	 ___________________________________
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    



    
      
        B-1-

        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you want to elect to have this Security purchased by the Company pursuant to
      Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check
      the box:

     

    
      	
              Asset
                Sale o

            	
              Change
                of Control o

            
	 	 


    

    If
      you want to elect to have only part of this Security purchased by the Company
      pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
      Indenture, state the amount ($2,000 or any integral multiple of
      $1,000):

     

    $

     

    Date:
      ________________________________________  Your
      Signature: _____________________________________________ 

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

     

    Signature
      Guarantee:  
_____________________________________________________________________________________

                  Signature
      must be guaranteed by a
      participant in a recognized signature guaranty medallion program
      or

              other
      signature guarantor program reasonably acceptable to the
      Trustee

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [TO
      BE
      ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
      initial principal amount of this Global Security is $______________. The
      following increases or decreases in this Global Security have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease in Principal Amount of this Global Security

            	
              Amount
                of increase in Principal Amount of this Global Security

            	
              Principal
                amount of this Global Security following such decrease or
                increase

            	
              Signature
                of authorized signatory of Trustee or Securities
                Custodian

            
	 	 	 	 	 


    

    


    

      
        
          
            NY1:1657728.6 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      




    EXHIBIT
      B-2

     

    [FORM
      OF
      FACE OF EXCHANGE 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 DTC, 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.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    No.                                                                        $__________

     

    Second
      Priority Senior Secured Floating Rate Note due 2014

     

    CUSIP
      No.
      ______

    ISIN
      No.
      ______

     

    BPC
      ACQUISITION CORP., a
      Delaware corporation, promises to pay to Cede & Co., or registered assigns,
      the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases
      in Global Security attached hereto]4  USE
      THE SCHEDULE OF INCREASES AND DECREASES LANGUAGE IF SECURITY IS IN GLOBAL FORM.
      on
      September 15, 2014.

     

    Interest
      Payment Dates: March 15, June 15, September 15 and December 15

     

    Record
      Dates: March 1, June 1, September 1 and December 1

     

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

     

    IN
      WITNESS WHEREOF, the parties have caused this instrument to be duly
      executed.

     

    BPC
      ACQUISITION CORP.

     

    By:
      ______________________________________________

       Name:

       Title: 

     

    Dated:

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TRUSTEE’S
      CERTIFICATE OF

    AUTHENTICATION

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Trustee, certifies that this is

    one
      of
      the Securities 

    referred
      to in the Indenture.

     

    By:
      ___________________________________________ 

        Authorized
      Signatory

     

    ______________________

     

    */         If
      the
      Security is to be issued in global form, add the Global Securities Legend and
      the attachment from Exhibit B-2

                captioned
“TO
      BE
      ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN
      GLOBAL

                SECURITY”.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE SIDE OF EXCHANGE SECURITY]

     

    Second
      Priority Senior Secured Floating Rate Note due 2014

     

    
      	
              1.

            	
              Interest

            


    

     

    BPC
      ACQUISITION CORP., a
      Delaware corporation (such corporation, and following the merger of such
      corporation with and into BPC Holding Corporation, a Delaware 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 a rate per annum, reset quarterly, equal to LIBOR (as
      defined in the indenture) plus 3.875%, as determined by the Calculation Agent.
      Interest on the Securities will be payable quarterly in arrears on March 15,
      June 15, September 15 and December 15, commencing December 15, 2006. The Issuers
      shall make each interest payment to the holders of record of the Securities
      on
      the immediately preceding March 1, June 1, September 1 or December 1. Interest
      shall accrue from September 20, 2006. 

     

    The
      amount of interest for each day that the Securities are outstanding (the Daily
      Interest Amount ) will be calculated by dividing the interest rate in effect
      for
      such day by 360 and multiplying the result by the principal amount of the
      Securities. The amount of interest to be paid on the Securities for each
      Interest Period will be calculated by adding the Daily Interest Amounts for
      each
      day in the Interest Period.

     

    All
      percentages resulting from any of the above calculations will be rounded, if
      necessary, to the nearest one hundred thousandth of a percentage point, with
      five one-millionths of a percentage point being rounded upwards (e.g., 9.876545%
      (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts
      used in or resulting from such calculations will be rounded to the nearest
      cent
      (with one-half cent being rounded upwards).

     

    The
      interest rate on the Securities will in no event be higher than the maximum
      rate
      permitted by New York law as the same may be modified by United States law
      of
      general application. The Calculation Agent will, upon the request of any holder
      of Securities, provide the interest rate then in effect with respect to the
      Securities. All calculations made by the Calculation Agent in the absence of
      manifest error will be conclusive for all purposes and binding on the Issuer,
      the Guarantors and the Holders of the Securities.

     

    The
      Issuer will pay interest on overdue principal at 1% per annum in excess of
      the
      Daily Interest Amount and will pay interest on overdue installments of interest
      at such higher rate to the extent lawful.

     

    
      	
              2.

            	
              Method
                of Payment

            


    

     

    The
      Company shall pay interest on the Securities (except defaulted interest) to
      the
      Persons who are registered Holders at the close of business on the March 1,
      June
      1 September 1 or December 1 next preceding the interest payment date even if
      Securities are canceled after the record date and on or before the interest
      payment date (whether or not a Business Day). Holders must surrender Securities
      to the Paying Agent to collect principal payments. The Company shall pay
      principal, premium, if any, and interest in money of the United States of
      America that at the

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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, if any, and interest) shall be made by wire transfer of immediately
      available funds to the accounts specified by The Depository Trust Company or
      any
      successor depositary. The Company shall make all payments in respect of a
      certificated Security (including principal, premium, if any, and interest),
      at
      the office of the Paying Agent, except that, at the option of the Company,
      payment of interest may be made by mailing a check to the registered address
      of
      each Holder thereof; provided, however, that payments on the Securities may
      also
      be made, in the case of a Holder of at least $1,000,000 aggregate principal
      amount of Securities, 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 Paying Agent 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,
      Wells Fargo Bank, National Association, a national banking association (the
      “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and
      change any Paying Agent or Registrar without notice. The Company or any of
      its
      domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
      or
      Registrar.

     

    
      	
              4.

            	
              Indenture

            


    

     

    The
      Company issued the Securities under an Indenture dated as of September 20,
      2006
      (the “Indenture”), among the Company 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) as in effect on the date of the Indenture (the “TIA”). Terms
      defined in the Indenture and not defined herein have the meanings ascribed
      thereto in the Indenture. The Securities are subject to all terms and provisions
      of the Indenture, and the Holders (as defined in the Indenture) are referred
      to
      the Indenture and the TIA for a statement of such terms and
      provisions.

     

    The
      Securities are second priority senior secured obligations of the Company. This
      Security is one of the Exchange Securities referred to in the Indenture. The
      Securities include the Original Floating Rate Notes, any Additional Floating
      Rate Notes and any Exchange Floating Rate Notes issued in exchange for the
      Original Floating Rate Notes or any Additional Floating Rate Notes pursuant
      to
      the Indenture. The Original Floating Rate Notes, any Additional Floating Rate
      Notes and any Exchange Floating Rate Notes are treated as a single class of
      securities under the Indenture. The Indenture imposes certain limitations on
      the
      ability of the Company and its Restricted Subsidiaries to, among other things,
      make certain Investments and other Restricted Payments, pay dividends and other
      distributions, incur Indebtedness, enter into consensual restrictions upon
      the
      payment of certain dividends and distributions by such Restricted Subsidiaries,
      issue or sell shares of capital stock of the Company and such Restricted
      Subsidiaries, enter into or permit certain transactions with Affiliates, create
      or incur Liens and make Asset Sales. The Indenture also imposes limitations
      on
      the ability of the Company and each Guarantor to consolidate or merge with
      or
      into any other Person or convey, transfer or lease all or substantially all
      of
      its property.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    To
      guarantee the due and punctual payment of the principal and interest on the
      Securities and all other amounts payable by the Company under the Indenture
      and
      the Securities when and as the same shall be due and payable, whether at
      maturity, by acceleration or otherwise, according to the terms of the Securities
      and the Indenture, the Guarantors have, jointly and severally, unconditionally
      guaranteed the Guaranteed Obligations on a second priority senior secured basis
      pursuant to the terms of the Indenture.

     

    
      	
              5.

            	
              Optional
                Redemption

            


    

     

    Except
      as
      set forth in the following two paragraphs, the Securities shall not be
      redeemable at the option of the Company prior to September 15, 2008. Thereafter,
      the Securities shall be redeemable at the option of the Company, in whole at
      any
      time or in part from time to time, upon on not less than 30 nor more than 60
      days’ prior notice, at the following redemption prices (expressed as a
      percentage of principal amount), plus accrued and unpaid interest and additional
      interest, if any, to the redemption date (subject to the right of the Holders
      of
      record on the relevant record date to receive interest due on the relevant
      interest payment date), if redeemed during the 12-month period commencing on
      September 15 of the years set forth below:

     

    
      	
              Year

            	
              Redemption
                Price

            
	 	 
	
              2008

            	
              102.000%

            
	
              2009

            	
              101.000%

            
	
              2010
                and thereafter

            	
              100.000%

            
	 	 


    

    Notwithstanding
      the foregoing, at any time and from time to time on or prior to September 15,
      2008, the Company may redeem in the aggregate up to 35% of the original
      aggregate principal amount of the Securities (calculated after giving effect
      to
      any issuance of Additional Securities), with the net cash proceeds of one or
      more Equity Offerings (1) by the Company or (2) by any direct or indirect parent
      of the Company, in each case, to the extent the net cash proceeds thereof are
      contributed to the common equity capital of the Company or used to purchase
      Capital Stock (other than Disqualified Stock) of the Company from it, at a
      redemption price (expressed as a percentage of principal amount thereof) of
      100%
      plus a premium (expressed as a percentage of principal amount thereof) equal
      to
      the interest rate per annum on the Securities applicable on the date on which
      notice of redemption is given, plus accrued and unpaid interest and Additional
      Interest, if any, to the redemption date (subject to the right of Holders of
      record on the relevant record date to receive interest due on the relevant
      interest payment date); provided, however, that at least 65% of the original
      aggregate principal amount of the Securities (calculated after giving effect
      to
      any issuance of Additional Securities) must remain outstanding after each such
      redemption; and provided,
      further,
      that
      such redemption shall occur within 90 days after the date on which any such
      Equity Offering is consummated upon not less than 30 nor more than 60 days’
notice mailed to each Holder of Securities being redeemed and otherwise in
      accordance with the procedures set forth in the Indenture. Notice of any
      redemption upon any Equity Offering may be given prior to the completion
      thereof, and any such redemption or notice may, at the Company’s discretion, be
      subject to one or more conditions precedent, including, but not limited to,
      completion of the related Equity Offering.

     


    
      
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    6. Sinking
      Fund

     

    The
      Securities are not subject to any sinking fund.

     

    
      	
              7.

            	
              Notice
                of Redemption

            


    

     

    Notice
      of
      redemption will be mailed by first-class mail at least 30 days but not more
      than
      60 days before the redemption date to each Holder of Securities to be redeemed
      at his, her or its registered address. Securities in denominations larger than
      $2,000 may be redeemed in part but only in whole multiples of $1,000. If money
      sufficient to pay the redemption price of and accrued and unpaid interest on
      all
      Securities (or portions thereof) to be redeemed on the redemption date is
      deposited with a 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.

    

      
        	
                8.

              	
                Repurchase
                  of Securities at the Option of the

              

               
        Holders upon Change of Control and Asset Sales

    

     

    Upon
      the
      occurrence of a Change of Control, each Holder shall have the right, subject
      to
      certain conditions specified in the Indenture, to cause the Company to
      repurchase 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 repurchase (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date), as provided in, and subject to the terms of, the
      Indenture.

     

    In
      accordance with Section 4.06 of the Indenture, the Company will be required
      to
      offer to purchase Securities upon the occurrence of certain events.

     

    
      	
              9.

            	
              Ranking
                and Collateral

            


    

     

    These
      Securities and the Guarantees are secured by a second-priority security interest
      in the Collateral pursuant to certain Security Documents. The Second Priority
      Liens upon any and all Collateral are, to the extent and in the manner provided
      in the Intercreditor Agreement, subordinate in ranking to all present and future
      First Priority Liens and will be of equal ranking with all present and future
      Liens securing Other Second-Lien Obligations as set forth in the Intercreditor
      Agreement.

     

    
      	
              10.

            	
              Denominations;
                Transfer; Exchange

            


    

     

    The
      Securities are in registered form, without coupons, in denominations of $2,000
      and any integral multiple of $1,000. A Holder shall register the transfer of
      or
      exchange of Securities in accordance with the Indenture. Upon any registration
      of transfer or exchange, the Registrar and the Trustee may require a Holder,
      among other things, to furnish appropriate endorsements or transfer documents
      and to pay any taxes required by law or 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 to transfer or exchange any
      Securities for a period of 15 days prior to a selection of Securities to be
      redeemed.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11. Persons
      Deemed Owners

     

    The
      registered Holder of this Security shall 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 and a Paying Agent shall pay the money back to the Company at their
      written request unless an abandoned property law designates another Person.
      After any such payment, the Holders entitled to the money must look to the
      Company for payment as general creditors and the Trustee and a Paying Agent
      shall have no further liability with respect to such monies.

     

    
      	
              13.

            	
              Amendment;
                Waiver

            


    

     

    Subject
      to certain exceptions set forth in the Indenture, (i) the Indenture, the
      Security Documents, the Intercreditor Agreement or the Securities may be amended
      with the written consent of the Holders of at least a majority in aggregate
      principal amount of the outstanding Securities (voting as a single class) and
      (ii) any past default or compliance with any provisions may be waived with
      the
      written consent of the Holders of at least a majority in principal amount of
      the
      outstanding Securities. Subject to certain exceptions set forth in the
      Indenture, without the consent of any Holder, the Company and the Trustee may
      amend the Indenture, Security Documents, the Intercreditor Agreement or the
      Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii)
      to
      provide for the assumption by a Successor Company of the obligations of the
      Company under the Indenture and the Securities; (iii) to provide for the
      assumption by a Successor Guarantor of the obligations of a Guarantor under
      the
      Indenture and its Guarantee; (iv) to provide for uncertificated Securities
      in
      addition to or in place of certificated Securities (provided
      that the
      uncertificated Securities are issued in registered 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); (v) to add a Guarantee with
      respect to the Securities; (vi) to secure the Securities; (vii) to add
      additional assets as Collateral; (viii) to release Collateral from the Lien
      pursuant to the Indenture, the Security Documents and the Intercreditor
      Agreement when permitted or required by the Indenture or the Security Documents,
      (ix) to modify the Security Documents and/or the Intercreditor Agreement to
      secure First Priority Lien Obligations and Other Second-Lien Obligations so
      long
      as such First Priority Lien Obligations and Other Second-Lien Obligations are
      not prohibited by the provisions of the Credit Agreement or this Indenture,
      (x)
      to add additional covenants of the Company for the benefit of the Holders or
      to
      surrender rights and powers conferred on the Company; (xi) to comply with the
      requirements of the SEC in order to effect or maintain the qualification of
      the
      Indenture under the TIA; (xii) to make any change that does not adversely affect
      the rights of any Holder; or (xiii) to provide for the issuance of the Exchange
      Securities or Additional Securities.

     

    
      	
              14.

            	
              Defaults
                and Remedies

            


    

     

    If
      an
      Event of Default occurs (other than an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company) and is
      continuing, the Trustee or the Holders of at least 25% in principal amount
      of
      the outstanding Securities of the

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    series,
      in each case, by notice to the Company, may declare the principal of, premium,
      if any, and accrued but unpaid interest on all the Securities of this series
      to
      be due and payable. If an Event of Default relating to certain events of
      bankruptcy, insolvency or reorganization of the Company occurs, the principal
      of, premium, if any, and interest on all the Securities shall become immediately
      due and payable without any declaration or other act on the part of the Trustee
      or any Holders. Under certain circumstances, the Holders of a majority in
      principal amount of the outstanding Securities of this series may rescind any
      such acceleration with respect to the Securities and its
      consequences.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee shall be under no
      obligation to exercise any of the rights or powers under the Indenture at the
      request or direction of any of the Holders unless such Holders have offered
      to
      the Trustee reasonable indemnity or security against any loss, liability or
      expense and certain other conditions are complied with. Except to enforce the
      right to receive payment of principal, premium (if any) or interest when due,
      no
      Holder may pursue any remedy with respect to the Indenture or the Securities
      unless (i) such Holder has previously given the Trustee notice that an Event
      of
      Default is continuing, (ii) the Holders of at least 25% in principal amount
      of
      the outstanding Securities of this series have requested the Trustee in writing
      to pursue the remedy, (iii) such Holders have offered the Trustee reasonable
      security or indemnity against any loss, liability or expense, (iv) the Trustee
      has not complied with such request within 60 days after the receipt of the
      request and the offer of security or indemnity and (v) the Holders of a majority
      in principal amount of the outstanding Securities of this series have not given
      the Trustee a direction inconsistent with such request within such 60-day
      period. Subject to certain restrictions, the Holders of a majority in principal
      amount of the outstanding Securities of this series are given the right to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or of exercising any trust or power conferred on the
      Trustee. The Trustee, however, may refuse to follow any direction that conflicts
      with law or the Indenture or that the Trustee determines is unduly prejudicial
      to the rights of any other Holder or that would involve the Trustee in personal
      liability. Prior to taking any action under the Indenture, the Trustee shall
      be
      entitled to indemnification satisfactory to it in its sole discretion against
      all losses and expenses caused by taking or not taking such action.

     

    
      	
              15.

            	
              Trustee
                Dealings with the Company

            


    

     

    Subject
      to certain limitations imposed by the TIA, 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.

     

    
      	
              16.

            	
              No
                Recourse Against Others

            


    

     

    No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Issuer or the
      Guarantors under the Securities, the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    17. 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.

     

    
      	
              18.

            	
              Abbreviations

            


    

     

    Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
      tenants with rights of survivorship and not as tenants in common), CUST
      (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    
      	
              19.

            	
              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
      LAW.

     

    
      	
              20.

            	
              CUSIP
                Numbers; ISINs

            


    

     

    The
      Company has caused CUSIP numbers and ISINs to be printed on the Securities
      and
      has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
      as a convenience to the Holders. 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.

     

    The
      Company will furnish to any Holder of Securities upon written request and
      without charge to the Holder a copy of the Indenture which has in it the text
      of
      this Security.

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

    Signature
      Guarantee: 

     

    
      	
              Date: _____________________________________________

            	 ____________________________________
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    



    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you want to elect to have this Security purchased by the Company pursuant to
      Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check
      the box:

     

    
      	
              Asset
                Sale o

            	
              Change
                of Control o

            
	 	 


    

    If
      you want to elect to have only part of this Security purchased by the Company
      pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
      Indenture, state the amount ($2,000 or any integral multiple of
      $1,000):

     

    $

     

    Date:
      ________________________________       Your
      Signature: ______________________________________________

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

                                                  Security)

     

    Signature
      Guarantee: _____________________________________________________________________________

              Signature
      must be guaranteed by a participant in a recognized signature guaranty medallion
      program or other 

                  signature
      guarantor program
      reasonably acceptable to the Trustee

     


    
      
        NY1:1657728.6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [TO
      BE
      ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
      initial principal amount of this Global Security is $______________. The
      following increases or decreases in this Global Security have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease in Principal Amount of this Global Security

            	
              Amount
                of increase in Principal Amount of this Global Security

            	
              Principal
                amount of this Global Security following such decrease or
                increase

            	
              Signature
                of authorized signatory of Trustee or Securities
                Custodian

            
	 	 	 	 	 


    

    


    

      
        
          
            
              
                NY1:1657728.6 

              

              
              

            

            
              
              

              
                

              

            

            
              
              

              
                


                 

              

            

          




      

    

    EXHIBIT
      C

     

    [FORM
      OF]

    TRANSFEREE
      LETTER OF REPRESENTATION

     

    Berry
      Plastics Holding Corporation

    c/o
      Wells
      Fargo Bank, National Association

    ●

    ●

    Attention:
      Vice President

    Ladies
      and Gentlemen:

     

    This
      CERTIFICATE IS DELIVERED TO REQUEST A TRANSFER OF $[ ] PRINCIPAL AMOUNT OF
      THE    
[   %
      PRIORITY
      SENIOR SECURED FIXED RATE NOTES] [SECOND PRIORITY SENIOR SECURED FLOATING RATE
      NOTES] DUE 2014 (THE “SECURITIES”) OF BERRY PLASTICS HOLDING CORPORATION (THE
“ISSUER”).

     

    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 $100,000 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 two years after the later of the date
      of
      original issue and the last date on which either the Issuer or any affiliate
      of
      such Issuer was the owner of such Securities (or any predecessor thereto) (the
      “Resale Restriction Termination Date”) only (a) in the United States to a person
      whom we reasonably believe is a qualified institutional buyer (as defined in
      rule 144A under the Securities Act) in a transaction meeting the requirements
      of
      Rule 144A, (b) outside the United States in an

     


    
      
        NY1:1657728.6 C-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    offshore
      transaction in accordance with Rule 904 of Regulation S under the Securities
      Act, (c) pursuant to an exemption from registration under the Securities Act
      provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective
      registration statement under the Securities Act, in each of cases (a) through
      (d) in accordance with any applicable securities laws of any state of the United
      States. In addition, we will, and each subsequent holder is required to, notify
      any purchaser of the Security evidenced hereby of the resale restrictions set
      forth above. 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 to an institutional “accredited investor”
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
      Issuer 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 Issuer 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 1(b), 1(c)
      or
      1(d) above to require the delivery of an opinion of counsel, certifications
      or
      other information satisfactory to the Issuer and the Trustee.

     

    Dated:
      ____________________

     

    TRANSFEREE:
      ____________________,

     

    By:
      ___________________________________

     

    



    
      
        
          TRDOCS01/76765.8 C-

          NY1:1657728.6 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    EXHIBIT
      D

     

    [FORM
      OF
      SUPPLEMENTAL INDENTURE]

     

    SUPPLEMENTAL
      INDENTURE (this “Supplemental Indenture”) dated as of
      [               ],
      among [GUARANTOR] (the “New Guarantor”), a subsidiary of BPC Holding Corporation
      (or its successor), a Delaware corporation (the “Issuer”) and WELLS FARGO BANK,
      NATIONAL ASSOCIATION, a national banking association, as trustee under the
      indenture referred to below (the “Trustee”).

     

    W
      I T N E
      S S E T H :

     

    WHEREAS
      the Issuer and the existing Guarantors have heretofore executed and delivered
      to
      the Trustee an indenture (as amended, supplemented or otherwise modified, the
      “Indenture”) dated as of September 20, 2006, providing initially for the
      issuance of $525,000,000 in aggregate principal amount of the Issuer’s 87⁄8%
      Second Priority Senior Secured Fixed Rate Notes due 2014 and $225,000,000 in
      aggregate principal amount of the Issuer’s Second Priority Senior Secured
      Floating Rate Notes due 2014 collectively, (the “Securities”);

     

    WHEREAS
      Section 4.11 of the Indenture provides that under certain circumstances the
      Issuer are required to cause the New Guarantor to execute and deliver to the
      Trustee a supplemental indenture pursuant to which the New Guarantor shall
      unconditionally guarantee all the Issuer’s. Obligations under the Securities and
      the Indenture pursuant to a Guarantee on the terms and conditions set forth
      herein; and

     

    WHEREAS
      pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the
      existing Guarantors are authorized to execute and deliver this Supplemental
      Indenture;

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the New Guarantor,
      the Issuer and the Trustee mutually covenant and agree for the equal and ratable
      benefit of the holders of the Securities as follows:

     

    1. Defined
      Terms.
      As used
      in this Supplemental Indenture, terms defined in the Indenture or in the
      preamble or recital hereto are used herein as therein defined, except that
      the
      term “Holders” in this Guarantee shall refer to the term “Holders” as defined in
      the Indenture and the Trustee acting on behalf of and for the benefit of such
      Holders. The words “herein,” “hereof” and “hereby” and other words of similar
      import used in this Supplemental Indenture refer to this Supplemental Indenture
      as a whole and not to any particular section hereof.

     

    2. Agreement
      to Guarantee.
      The New
      Guarantor hereby agrees, jointly and severally with all existing Guarantors
      (if
      any), to unconditionally guarantee the Issuer’s Obligations under the Securities
      and the Indenture on the terms and subject to the conditions set forth in
      Article 12 of the Indenture and to be bound by all other applicable provisions
      of the Indenture and the Securities and to perform all of the obligations and
      agreements of a Guarantor under the Indenture.

     


    
      
        NY1:1657728.6 D-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Notices.
      All
      notices or other communications to the New Guarantor shall be given as provided
      in Section 13.02 of the Indenture.

     

    4. Ratification
      of Indenture; Supplemental Indentures Part of Indenture.
      Except
      as expressly amended hereby, the Indenture is in all respects ratified and
      confirmed and all the terms, conditions and provisions thereof shall remain
      in
      full force and effect. This Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every holder of Securities heretofore or
      hereafter authenticated and delivered shall be bound hereby.

     

    5. Governing
      Law.
      THIS
      SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
      OF
      LAW.

     

    6. Trustee
      Makes No Representation.
      The
      Trustee makes no representation as to the validity or sufficiency of this
      Supplemental Indenture.

     

    7. 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.

     

    8. Effect
      of Headings.
      The
      Section headings herein are for convenience only and shall not effect the
      construction thereof.

     

    


     


    
      
        NY1:1657728.6 D-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    [NEW
      GUARANTOR]

     

    By: ________________________________________

       Name: 

       Title: 

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

     

    By:
      _______________________________________

       Name: 

       Title: