ex4-4.htm


    
      

    

    
      Exhibit
4.4


       

      
        

        

      

    

    ASHTON
WOODS USA L.L.C.,

     

    and

     

    ASHTON
WOODS FINANCE CO.,

     

    the
Issuers,


     

    the
GUARANTORS named herein,

     

    as
Guarantors

     

    and

     

    U.S. Bank National Association, as Trustee

     

    ________________________

     

    INDENTURE

     

    Dated as
of February 23, 2009

     

    ________________________

     

     

    11.0% Senior Subordinated Notes due
2015

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
TABLE

     

    
      	
              TIA

            	 
      	
              Indenture

            
	
              Section

            	 
      	
              Section

            
	 	 	 
	
              310

            	
              (a)(1)

            	 
      	
              7.10

            
	 
      	
              (a)(2)

            	 
      	
              7.10

            
	 
      	
              (a)(3)

            	 
      	
              N.A.

            
	 
      	
              (a)(4)

            	 
      	
              N.A.

            
	 
      	
              (a)(5)

            	 
      	
              N.A.

            
	 
      	
              (b)

            	 
      	
              7.08;
      7.10; 12.02

            
	 
      	
              (b)(1)

            	 
      	
              7.10

            
	 
      	
              (c)

            	 
      	
              N.A.

            
	
              311

            	
              (a)

            	 
      	
              7.11

            
	 
      	
              (b)

            	 
      	
              7.11

            
	 
      	
              (c)

            	 
      	
              N.A.

            
	
              312

            	
              (a)

            	 
      	
              2.06

            
	 
      	
              (b)

            	 
      	
              12.03

            
	 
      	
              (c)

            	 
      	
              12.03

            
	
              313

            	
              (a)

            	 
      	
              7.06

            
	 
      	
              (b)(1)

            	 
      	
              N.A.

            
	 
      	
              (b)(2)

            	 
      	
              7.06

            
	 
      	
              (c)

            	 
      	
              7.06;
      12.02

            
	 
      	
              (d)

            	 
      	
              7.06

            
	
              314

            	
              (a)

            	 
      	
              4.02;
      4.04; 12.02

            
	 
      	
              (b)

            	 
      	
              N.A.

            
	 
      	
              (c)(1)

            	 
      	
              9.01;
      10.05; 12.04

            
	 
      	
              (c)(2)

            	 
      	
              9.01;
      10.05; 12.04

            
	 
      	
              (c)(3)

            	 
      	
              N.A.

            
	 
      	
              (d)

            	 
      	
              N.A.

            
	 
      	
              (e)

            	 
      	
              12.05

            
	 
      	
              (f)

            	 
      	
              N.A.

            
	
              315

            	
              (a)

            	 
      	
              7.01(b)

            
	 
      	
              (b)

            	 
      	
              7.05;
      12.02

            
	 
      	
              (c)

            	 
      	
              7.01(a)

            
	 
      	
              (d)

            	 
      	
              7.01(c)

            
	 
      	
              (e)

            	 
      	
              6.12

            
	
              316

            	
              (a)
      (last sentence)

            	 
      	
              2.10

            
	 
      	
              (a)(1)(A)

            	 
      	
              6.05

            
	 
      	
              (a)(1)(B)

            	 
      	
              6.04

            
	 
      	
              (a)(2)

            	 
      	
              N.A.

            
	 
      	
              (b)

            	 
      	
              6.08

            
	 
      	
              (c)

            	 
      	
              8.04

            
	
              317

            	
              (a)(1)

            	 
      	
              6.09

            
	 
      	
              (a)(2)

            	 
      	
              6.10

            
	 
      	
              (b)

            	 
      	
              2.05;
      7.12

            
	
              318

            	
              (a)

            	 
      	
              12.01

            
	 
      	
              (b)

            	 
      	
              N.A.

            
	 
      	
              (c)

            	 
      	
              12.01

            


    

    _______________________

    
      N.A.
means Not Applicable

    

    
      	
              Note:

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

    Page

     

    ARTICLE ONE

    


    DEFINITIONS
AND INCORPORATION BY REFERENCE

    


    
      	
              SECTION
      1.01.

            	
              Definitions

            	
              1

            
	
              SECTION
      1.02.

            	
              Other
      Definitions

            	
              32

            
	
              SECTION
      1.03.

            	
              Incorporation
      by Reference of Trust Indenture Act

            	
              32

            
	
              SECTION
      1.04.

            	
              Rules
      of Construction

            	
              33

            
	 
	
              ARTICLE
      TWO

            
	 
	
              THE
      NOTES

            
	 
      	 
      	 
      
	
              SECTION
      2.01.

            	
              Amount
      of Notes

            	
              34

            
	
              SECTION
      2.02.

            	
              Form
      and Dating

            	
              34

            
	
              SECTION
      2.03.

            	
              Execution
      and Authentication

            	
              35

            
	
              SECTION
      2.04.

            	
              Registrar
      and Paying Agent

            	
              35

            
	
              SECTION
      2.05.

            	
              Paying
      Agent To Hold Money in Trust

            	
              36

            
	
              SECTION
      2.06.

            	
              Holder
      Lists

            	
              36

            
	
              SECTION
      2.07.

            	
              Transfer
      and Exchange

            	
              37

            
	
              SECTION
      2.08.

            	
              Replacement
      Notes

            	
              37

            
	
              SECTION
      2.09.

            	
              Outstanding
      Notes

            	
              38

            
	
              SECTION
      2.10.

            	
              Treasury
      Notes

            	
              38

            
	
              SECTION
      2.11.

            	
              Temporary
      Notes

            	
              39

            
	
              SECTION
      2.12.

            	
              Cancellation

            	
              39

            
	
              SECTION
      2.13.

            	
              Defaulted
      Interest

            	
              39

            
	
              SECTION
      2.14.

            	
              CUSIP
      Number

            	
              39

            
	
              SECTION
      2.15.

            	
              Deposit
      of Moneys; PIK Payment

            	
              40

            
	
              SECTION
      2.16.

            	
              Book-Entry
      Provisions for Global Notes

            	
              40

            
	
              SECTION
      2.17.

            	
              Special
      Transfer Provisions

            	
              42

            
	
              SECTION
      2.18.

            	
              Computation
      of Interest

            	
              44

            
	 	 	 
	
              ARTICLE
      THREE

            
	 
	
              REDEMPTION

            
	 
      	 
      	 
      
	
              SECTION
      3.01.

            	
              Election
      To Redeem; Notices to Trustee

            	
              44

            
	
              SECTION
      3.02.

            	
              Selection
      by Trustee of Notes To Be Redeemed

            	
              45

            
	
              SECTION
      3.03.

            	
              Notice
      of Redemption

            	
              45

            
	
              SECTION
      3.04.

            	
              Effect
      of Notice of Redemption

            	
              46

            
	
              SECTION
      3.05.

            	
              Deposit
      of Redemption Price

            	
              46

            
	
              SECTION
      3.06.

            	
              Notes
      Redeemed in Part

            	
              47

            


    

    


    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    Page


    
      	
              ARTICLE
      FOUR

            
	 
	
              COVENANTS

            
	 
      	 
      	 
      
	
              SECTION
      4.01.

            	
              Payment
      of Notes

            	
              47

            
	
              SECTION
      4.02.

            	
              Reports
      to Holders

            	
              47

            
	
              SECTION
      4.03.

            	
              Waiver
      of Stay, Extension or Usury Laws

            	
              48

            
	
              SECTION
      4.04.

            	
              Compliance
      Certificate

            	
              48

            
	
              SECTION
      4.05.

            	
              Taxes

            	
              49

            
	
              SECTION
      4.06.

            	
              Limitations
      on Additional Indebtedness

            	
              49

            
	
              SECTION
      4.07.

            	
              Limitations
      on Restricted Payments

            	
              51

            
	
              SECTION
      4.08.

            	
              Limitations
      on Asset Sales

            	
              52

            
	
              SECTION
      4.09.

            	
              Limitations
      on Transactions with Affiliates

            	
              55

            
	
              SECTION
      4.10.

            	
              Limitations
      on Liens

            	
              56

            
	
              SECTION
      4.11.

            	
              Additional
      Note Guarantees

            	
              57

            
	
              SECTION
      4.12.

            	
              Limitations
      on Dividend and Other Restrictions Affecting Restricted
      Subsidiaries.

            	
              57

            
	
              SECTION
      4.13.

            	
              Limitations
      on Designation of Unrestricted Subsidiaries

            	
              58

            
	
              SECTION
      4.14.

            	
              Maintenance
      of Properties; Insurance; Compliance with Law

            	
              60

            
	
              SECTION
      4.15.

            	
              Payments
      for Consent

            	
              60

            
	
              SECTION
      4.16.

            	
              Legal
      Existence

            	
              61

            
	
              SECTION
      4.17.

            	
              Change
      of Control Offer

            	
              61

            
	
              SECTION
      4.18.

            	
              Limitation
      on Activities of the Co-Issuer

            	
              62

            
	 	 	 
	
              ARTICLE
      FIVE

            
	 
	
              SUCCESSOR
      CORPORATION

            
	 
      	 
      	 
      
	
              SECTION
      5.01.

            	
              Limitations
      on Mergers, Consolidations, Etc

            	
              62

            
	
              SECTION
      5.02.

            	
              Successor
      Person Substituted

            	
              64

            
	 	 	 
	
              ARTICLE
      SIX

            
	 
	
              DEFAULTS
      AND REMEDIES

            
	 
      	 
      	 
      
	
              SECTION
      6.01.

            	
              Events
      of Default

            	
              65

            
	
              SECTION
      6.02.

            	
              Acceleration

            	
              67

            
	
              SECTION
      6.03.

            	
              Other
      Remedies

            	
              67

            
	
              SECTION
      6.04.

            	
              Waiver
      of Past Defaults and Events of Default

            	
              67

            
	
              SECTION
      6.05.

            	
              Control
      by Majority

            	
              68

            
	
              SECTION
      6.06.

            	
              Limitation
      on Suits

            	
              68

            
	
              SECTION
      6.07.

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

            	
              68

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    Page

     

    
      	
              SECTION
      6.08.

            	
              Rights
      of Holders To Receive Payment

            	
              69

            
	
              SECTION
      6.09.

            	
              Collection
      Suit by Trustee

            	
              69

            
	
              SECTION
      6.10.

            	
              Trustee
      May File Proofs of Claim

            	
              69

            
	
              SECTION
      6.11.

            	
              Priorities

            	
              70

            
	
              SECTION
      6.12.

            	
              Undertaking
      for Costs

            	
              70

            
	
              SECTION
      6.13.

            	
              Restoration
      of Rights and Remedies

            	
              70

            
	 	 	 
	
              ARTICLE
      SEVEN

            
	 
	
              TRUSTEE

            
	 
      	 
      	 
      
	
              SECTION
      7.01.

            	
              Duties
      of Trustee

            	
              70

            
	
              SECTION
      7.02.

            	
              Rights
      of Trustee

            	
              72

            
	
              SECTION
      7.03.

            	
              Individual
      Rights of Trustee

            	
              73

            
	
              SECTION
      7.04.

            	
              Trustee’s
      Disclaimer

            	
              74

            
	
              SECTION
      7.05.

            	
              Notice
      of Defaults

            	
              74

            
	
              SECTION
      7.06.

            	
              Reports
      by Trustee to Holders

            	
              74

            
	
              SECTION
      7.07.

            	
              Compensation
      and Indemnity

            	
              74

            
	
              SECTION
      7.08.

            	
              Replacement
      of Trustee

            	
              75

            
	
              SECTION
      7.09.

            	
              Successor
      Trustee by Consolidation, Merger, etc

            	
              76

            
	
              SECTION
      7.10.

            	
              Eligibility;
      Disqualification

            	
              76

            
	
              SECTION
      7.11.

            	
              Preferential
      Collection of Claims Against Issuers

            	
              77

            
	
              SECTION
      7.12.

            	
              Paying
      Agents

            	
              77

            
	 	 	 
	
              ARTICLE
      EIGHT

            
	 
	
              AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

            
	 
      	 
      	 
      
	
              SECTION
      8.01.

            	
              Without
      Consent of Holders

            	
              77

            
	
              SECTION
      8.02.

            	
              With
      Consent of Holders

            	
              78

            
	
              SECTION
      8.03.

            	
              Compliance
      with Trust Indenture Act

            	
              79

            
	
              SECTION
      8.04.

            	
              Revocation
      and Effect of Consents

            	
              79

            
	
              SECTION
      8.05.

            	
              Notation
      on or Exchange of Notes

            	
              80

            
	
              SECTION
      8.06.

            	
              Trustee
      To Sign Amendments, etc

            	
              80

            
	
              SECTION
      8.07.

            	
              Effect
      on Senior Debt

            	
              81

            
	 	 	 
	
              ARTICLE
      NINE

            
	 
	
              DISCHARGE
      OF INDENTURE; DEFEASANCE

            
	 
      	 
      	 
      
	
              SECTION
      9.01.

            	
              Discharge
      of Indenture

            	
              81

            
	
              SECTION
      9.02.

            	
              Legal
      Defeasance

            	
              82

            
	
              SECTION
      9.03.

            	
              Covenant
      Defeasance

            	
              82

            
	
              SECTION
      9.04.

            	
              Conditions
      to Defeasance or Covenant Defeasance

            	
              83

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    Page

     

    
      	
              SECTION
      9.05.

            	
              Deposited
      Money and U.S. Government Obligations To Be Held in Trust; Other
      Miscellaneous Provisions

            	
              84

            
	
              SECTION
      9.06.

            	
              Reinstatement

            	
              85

            
	
              SECTION
      9.07.

            	
              Moneys
      Held by Paying Agent

            	
              85

            
	
              SECTION
      9.08.

            	
              Moneys
      Held by Trustee

            	
              85

            
	 	 	 
	
              ARTICLE
      TEN

            
	 
	
              GUARANTEE
      OF NOTES

            
	 
      	 
      	 
      
	
              SECTION
      10.01.

            	
              Guarantee

            	
              86

            
	
              SECTION
      10.02.

            	
              Execution
      and Delivery of Guarantee

            	
              87

            
	
              SECTION
      10.03.

            	
              Subordination
      of Note Guarantee

            	
              87

            
	
              SECTION
      10.04.

            	
              Limitation
      of Guarantee

            	
              87

            
	
              SECTION
      10.05.

            	
              Release
      of Guarantor

            	
              88

            
	
              SECTION
      10.06.

            	
              Waiver
      of Subrogation

            	
              88

            
	 	 	 
	
              ARTICLE
      ELEVEN

            
	 
	
              SUBORDINATION
      OF NOTES

            
	 
      	 
      	 
      
	
              SECTION
      11.01.

            	
              Agreement
      to Subordinate

            	
              89

            
	
              SECTION
      11.02.

            	
              Liquidation;
      Dissolution; Bankruptcy

            	
              89

            
	
              SECTION
      11.03.

            	
              Default
      on Designated Senior Debt

            	
              90

            
	
              SECTION
      11.04.

            	
              Acceleration
      of Securities

            	
              91

            
	
              SECTION
      11.05.

            	
              When
      Distribution Must Be Paid Over

            	
              91

            
	
              SECTION
      11.06.

            	
              Notice
      by the Issuers

            	
              91

            
	
              SECTION
      11.07.

            	
              Subrogation

            	
              92

            
	
              SECTION
      11.08.

            	
              Relative
      Rights

            	
              92

            
	
              SECTION
      11.09.

            	
              Subordination
      May Not Be Impaired by the Issuers

            	
              92

            
	
              SECTION
      11.10.

            	
              Distribution
      or Notice to Representative

            	
              92

            
	
              SECTION
      11.11.

            	
              Rights
      of Trustee and Paying Agent

            	
              93

            
	
              SECTION
      11.12.

            	
              Authorization
      to Effect Subordination

            	
              93

            
	
              SECTION
      11.13.

            	
              Amendments

            	
              93

            
	
              SECTION
      11.14.

            	
              Standstill

            	
              93

            
	 	 	 
	
              ARTICLE
      TWELVE

            
	 
	
              MISCELLANEOUS

            
	 
      	 
      	 
      
	
              SECTION
      12.01.

            	
              Trust
      Indenture Act Controls

            	
              94

            
	
              SECTION
      12.02.

            	
              Notices

            	
              95

            
	
              SECTION
      12.03.

            	
              Communications
      by Holders with Other Holders

            	
              96

            
	
              SECTION
      12.04.

            	
              Certificate
      and Opinion as to Conditions Precedent

            	
              96

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    Page

     

    
      	
              SECTION
      12.05.

            	
              Statements
      Required in Certificate and Opinion

            	
              96

            
	
              SECTION
      12.06.

            	
              Rules
      by Trustee and Agents

            	
              97

            
	
              SECTION
      12.07.

            	
              Business
      Days; Legal Holidays

            	
              97

            
	
              SECTION
      12.08.

            	
              Governing
      Law

            	
              97

            
	
              SECTION
      12.09.

            	
              No
      Adverse Interpretation of Other Agreements

            	
              97

            
	
              SECTION
      12.10.

            	
              No
      Recourse Against Others

            	
              97

            
	
              SECTION
      12.11.

            	
              Successors

            	
              98

            
	
              SECTION
      12.12.

            	
              Multiple
      Counterparts

            	
              98

            
	
              SECTION
      12.13.

            	
              Table
      of Contents, Headings, etc

            	
              98

            
	
              SECTION
      12.14.

            	
              Separability

            	
              98

            
	 	 	 
	
              EXHIBITS

            
	 
	
              Exhibit
      A

            	
              Form
      of Note

            	
              A-1

            
	
              Exhibit
      B

            	
              Form
      of Legend for Rule 144A Notes and Other Notes That Are Restricted
      Notes

            	
              B-1

            
	
              Exhibit
      C

            	
              Form
      of Legend for Regulation S Note

            	
              C-1

            
	
              Exhibit
      D

            	
              Form
      of Legend for All Notes

            	
              D-1

            
	
              Exhibit
      E

            	
              Form
      of Legend for Global Note

            	
              E-1

            
	
              Exhibit
      F

            	
              Form
      of Certificate To Be Delivered in Connection with Transfers Pursuant to
      Regulation S

            	
              F-1

            
	
              Exhibit
      G

            	
              Form
      of Guarantee

            	
              G-1

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    INDENTURE, dated as of February 23, 2009, among ASHTON WOODS USA
L.L.C., a Nevada limited liability company (the “Issuer”), ASHTON
WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and,
together with the Issuer, the “Issuers”), the
Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, as
trustee (the “Trustee”).

     

    Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders.

     

    ARTICLE
ONE

     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    
      	
              SECTION
      1.01.

            	
              Definitions.

            


    

     

    “Accredited Investor”
means a Person that is an “accredited investor” as that term is defined in Rule
501(a) promulgated under the Securities Act.

     

    “Additional
Notes”  shall mean Notes having identical terms and conditions
to the Notes (except for issue date and first interest payment date) issued on
the first Interest Payment Date in payment of interest owed as of such date in
lieu of a cash interest payment as permitted by Section 2.15 hereof and
paragraph 1 of the Notes.

     

    “Affiliate” of any
Person means any other Person which directly or indirectly controls or is
controlled by, or is under direct or indirect common control with, the referent
Person.  For purposes of Section 4.09, Affiliates shall be deemed to
include, with respect to any Person, any other Person (1) which
beneficially owns or holds, directly or indirectly, 10% or more of any class of
the Voting Stock of the referent Person, (2) of which 10% or more of the
Voting Stock is beneficially owned or held, directly or indirectly, by the
referenced Person or (3) with respect to an individual, any immediate
family member of such Person.  For purposes of this definition, “control” of a Person
shall mean the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.

     

    “Agent” means any
Registrar, Paying Agent or agent for service or notices and
demands.

     

    “amend” means to
amend, supplement, restate or amend and restate or otherwise modify, including
successively; and “amendment” shall have
a correlative meaning.

     

    “Amended and Restated
Regulations” means the Second Amended and Restated Regulations of the
Issuer dated February 23, 2009, as they may be amended, restated, supplemented
or replaced from time to time.

     

    “asset” means any
asset or property.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Asset Acquisition”
means:

     

    (1)           an
Investment by the Issuer or any Restricted Subsidiary in any other Person if, as
a result of such Investment, such Person shall become a Restricted Subsidiary,
or shall be merged with or into the Issuer or any Restricted Subsidiary;
or

     

    (2)           the
acquisition by the Issuer or any Restricted Subsidiary of all or substantially
all of the assets of any other Person or any division or line of business of any
other Person.

     

    “Asset Sale” means any
sale, issuance, conveyance, transfer, lease, assignment or other disposition by
the Issuer or any Restricted Subsidiary to any Person other than the Issuer or
any Restricted Subsidiary (including by means of a Sale and Leaseback
Transaction or a merger or consolidation) (collectively, for purposes of this
definition, a “transfer”), in one
transaction or a series of related transactions, of any assets (including Equity
Interests) of the Issuer or any Restricted Subsidiaries other than in the
ordinary course of business.  For purposes of this definition, the
term “Asset Sale” shall not include:

     

    (1)           transfers
of cash or Cash Equivalents;

     

    (2)           transfers
of assets (including Equity Interests) that are governed by, and made in
accordance with, Section 5.01;

     

    (3)           Permitted
Investments and Restricted Payments permitted under Section 4.07;

     

    (4)           the
creation of or realization on any Permitted Lien;

     

    (5)           transactions
in the ordinary course of business, including, without limitation, sales
(directly or indirectly), dedications and other donations to governmental
authorities, leases and sales and leasebacks of (A) homes, improved land and
unimproved land and (B) real estate (including related amenities and
improvements); and

     

    (6)           any
transfer or series of related transfers that, but for this clause, would be
Asset Sales, if after giving effect to such transfers, the aggregate Fair Market
Value of the assets transferred in such transaction or any such series of
related transactions does not exceed $2.0 million.

     

    “Attributable
Indebtedness”, when used with respect to any Sale and Leaseback
Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Issuer’s then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of any lease included in any such Sale and Leaseback
Transaction.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Bankruptcy Law” means
Title 11 of the United States Code, as amended, or any similar federal or state
law for the relief of debtors.

     

    “Board of Directors”
means, with respect to any Person, (i) in the case of any corporation, the
board of directors of such Person, (ii) in the case of any limited
liability company, the board of managers or board of directors of such Person,
as the case may be, (iii) in the case of any partnership, the board of
directors of the general partner of such Person and (iv) in any other case,
the functional equivalent of the foregoing or, in each case, other than for
purposes of the definition of “Change of Control,” any duly authorized committee
of such body.

     

    “Board Resolution”
means a copy of a resolution certified pursuant to an Officers’ Certificate to
have been duly adopted by the Board of Directors of the Issuer and to be in full
force and effect, and delivered to the Trustee.

     

    “Borrowing Base” shall
have the meaning assigned to the term “Borrowing Cap” under the Credit
Facilities during the Interim Borrowing Period (as defined in the Credit
Facilities), and thereafter shall have the meaning assigned to the term
“Borrowing Base” from time to time in the Credit Facilities as the calculation
thereof is confirmed by the Agent under the Credit Facilities, or if no such
definition exists at such a time, “Borrowing Base” shall mean, at the time of
determination, the sum of the following without duplication:

     

    (1)           100%
of all cash and Cash Equivalents held by the Issuer or any Restricted
Subsidiary;

     

    (2)           80%
of the book value of Developed Land for which no construction has
occurred;

     

    (3)           95%
of the cost of the land and construction costs including capitalized interest
(as reasonably allocated by the Issuer) for all Units for which there is an
executed purchase contract with a buyer not Affiliated with the Issuer, less any
deposits, down payments or earnest money;

     

    (4)           80%
of the cost of the land and construction costs including capitalized interest
(as reasonably allocated by the Issuer) for all Units for which construction has
begun and for which there is not an executed purchase agreement with a buyer not
Affiliated with the Issuer; and

     

    (5)           70%
of the costs of Entitled Land (other than Developed Land) on which improvements
have not commenced, less mortgage Indebtedness (other than under the Credit
Facility) applicable to such land.

     

    “Built in Loss” means
(i) any operating loss attributable to the period prior to the Determination
Date, and (ii) cumulative differences attributable to book and tax balance sheet
carrying amounts at the Determination Date including, without limitation, the
difference between the adjusted tax basis and fair market value of the Issuer’s
assets on the Determination Date (including for this purpose assets held by the
Issuer’s Subsidiaries).

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Capitalized Lease”
means a lease required to be capitalized for financial reporting purposes in
accordance with GAAP.

     

    “Capitalized Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under a Capitalized Lease, and the amount of such
obligation shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Cash Equivalents”
means:

     

    (1)           marketable
obligations with a maturity of 360 days or less issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith
and credit of the United States of America is pledged in support
thereof);

     

    (2)           demand
and time deposits and certificates of deposit or acceptances with a maturity of
180 days or less of any financial institution that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than $500 million and is assigned at least a “B” rating by Thomson
Financial BankWatch;

     

    (3)           commercial
paper maturing no more than 180 days from the date of creation thereof issued by
a corporation that is not the Issuer or an Affiliate of the Issuer, and is
organized under the laws of any State of the United States of America or the
District of Columbia and rated at least A-1 by S&P or at least P-1 by
Moody’s;

     

    (4)           repurchase
obligations with a term of not more than ten days for underlying securities of
the types described in clause (1) above entered into with any commercial bank
meeting the specifications of clause (2) above; and

     

    (5)           investments
in money market or other mutual funds substantially all of whose assets comprise
securities of the types described in clauses (1) through (4) above.

     

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

     

    (1)           prior
to a Public Equity Offering after the Issue Date, the Permitted Holders (a)
cease to own, or to have the power to vote or direct the voting of, Voting Stock
representing more than 50% of the voting power of the total outstanding Voting
Stock of the Issuer or (b) cease to own Equity Interests of the Issuer
representing more than 50% of the economic benefits of ownership of all Equity
Interests of the Issuer, including, without limitation, the right to more than
50% of all distributions made by the Issuer to holders of Equity
Interests;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (2)           following
a Public Equity Offering after the Issue Date, any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one
or more Permitted Holders, is or becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this
clause that person or group shall be deemed to have “beneficial ownership” of
all securities that any such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of Voting Stock representing more than 35% of the voting
power of the total outstanding Voting Stock of the Issuer; provided, however, that such event
shall not be deemed to be a Change of Control so long as the Permitted Holders
own Voting Stock representing in the aggregate a greater percentage of the total
voting power of the Voting Stock of the Issuer than such other person or
group;

     

    (3)           following
a Public Equity Offering after the Issue Date, during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (together with any new directors whose election to such
Board of Directors or whose nomination for election by the members of the Issuer
was approved by a vote of the majority of the directors of the Issuer then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the
Issuer;

     

    (4)           (a)           all
or substantially all of the assets of the Issuer and the Restricted Subsidiaries
taken as a whole are sold or otherwise transferred to any Person other than a
Wholly Owned Restricted Subsidiary or one or more Permitted Holders or their
Affiliates or (b) the Issuer consolidates or merges with or into another Person
or any Person consolidates or merges with or into the Issuer, in either case
under this clause (4), in one transaction or a series of related transactions in
which immediately after the consummation thereof Persons beneficially owning (as
defined in Rule 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
Voting Stock representing in the aggregate 100% of the total voting power of the
Voting Stock of the Issuer immediately prior to such consummation do not
beneficially own (as defined in Rule 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, Voting Stock representing a majority of the total voting
power of the Voting Stock of the Issuer or the surviving or transferee Person;
or

     

    (5)           the
Issuer shall adopt a plan of liquidation or dissolution or any such plan shall
be approved by the equity holders of the Issuer.

     

    “Consolidated Amortization
Expense” for any period means the amortization expense of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    “Consolidated Cash Flow
Available for Fixed Charges” for any period means the sum, without
duplication, of the amounts for such period of:

     

    (1)           Consolidated
Net Income; plus

     

    (2)           in
each case only to the extent (and in the same proportion) deducted in
determining Consolidated Net Income and with respect to the portion of
Consolidated Net Income attributable to any Restricted Subsidiary only if a
corresponding amount would be permitted at the date of determination to be
distributed to the Issuer by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders,

     

    (a)           Consolidated
Income Tax Expense,

     

    (b)           Consolidated
Amortization Expense (but only to the extent not included in Consolidated
Interest Expense),

     

    (c)           Consolidated
Depreciation Expense,

     

    (d)           Consolidated
Interest Expense and interest and other charges amortized to cost of home sales
and cost of land sales, and

     

    (e)           all
other non-cash items reducing the Consolidated Net Income (excluding any
non-cash charge that results in an accrual of a reserve for cash charges in any
future period) for such period,

     

    in each
case determined on a consolidated basis in accordance with GAAP; minus

     

    (3)           the
aggregate amount of all non-cash items, determined on a consolidated basis, to
the extent such items increased Consolidated Net Income for such
period.

     

    “Consolidated Depreciation
Expense” for any period means the depreciation expense of the Issuer and
the Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

     

    “Consolidated Fixed Charge
Coverage Ratio” means the ratio of Consolidated Cash Flow Available for
Fixed Charges during the most recent four consecutive full fiscal quarters for
which financial statements are available (the “Four-Quarter Period”)
ending on or prior to the date of the transaction giving rise to the need to
calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to
Consolidated Interest Incurred for the Four-Quarter Period.  For
purposes of this definition, Consolidated Cash Flow Available for Fixed Charges
and Consolidated Interest Incurred shall be calculated after giving effect on a
pro forma basis for the
period of such calculation to:

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (1)           the
incurrence of any Indebtedness or the issuance of any Preferred Stock of the
Issuer or any Restricted Subsidiary (and the application of the proceeds
thereof) and any repayment of other Indebtedness or redemption of other
Preferred Stock (and the application of the proceeds therefrom) (other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to any revolving credit arrangement) occurring
during the Four-Quarter Period or at any time subsequent to the last day of the
Four-Quarter Period and on or prior to the Transaction Date, as if such
incurrence, repayment, issuance or redemption, as the case may be (and the
application of the proceeds thereof), occurred on the first day of the
Four-Quarter Period; and

     

    (2)           any
Asset Sale or Asset Acquisition (including, without limitation, any Consolidated
Cash Flow Available for Fixed Charges (including any pro forma expense and cost
reductions calculated on a basis consistent with Regulation S-X under the
Exchange Act) associated with any such Asset Acquisition) occurring during the
Four-Quarter Period or at any time subsequent to the last day of the
Four-Quarter Period and on or prior to the Transaction Date, as if such Asset
Sale or Asset Acquisition (including the incurrence of any such Indebtedness)
occurred on the first day of the Four-Quarter Period.

     

    If the
Issuer or any Restricted Subsidiary directly or indirectly guarantees
Indebtedness of a third Person, the preceding sentence shall give effect to the
incurrence of such guaranteed Indebtedness as if the Issuer or such Restricted
Subsidiary had directly incurred or otherwise assumed such guaranteed
Indebtedness.

     

    In
calculating Consolidated Interest Incurred for purposes of determining the
denominator (but not the numerator) of this Consolidated Fixed Charge Coverage
Ratio:

     

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

     

    (2)           if
interest on any Indebtedness actually incurred on the Transaction Date 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 rates, then the
interest rate in effect on the Transaction Date will be deemed to have been in
effect during the Four-Quarter Period; and

     

    (3)           notwithstanding
clause (1) or (2) above, interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements with a term of at
least one year after the Transaction Date relating to Hedging Obligations, shall
be deemed to accrue at the rate per annum resulting after
giving effect to the operation of these agreements.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “Consolidated Income Tax
Expense” for any period means the provision for taxes of the Issuer and
the Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

     

    “Consolidated
Indebtedness” means, as of any date, the total Indebtedness of the Issuer
and the Restricted Subsidiaries as of such date, determined on a consolidated
basis.

     

    “Consolidated Interest
Expense” for any period means the sum, without duplication, of the total
interest expense (other than interest and other charges amortized to cost of
home sales and cost of land sales) of the Issuer and the Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP and
including without duplication:

     

    (1)           imputed
interest on Capitalized Lease Obligations and Attributable
Indebtedness;

     

    (2)           commissions,
discounts and other fees and charges owed with respect to letters of credit
securing financial obligations, bankers’ acceptance financing and receivables
financings;

     

    (3)           the
net costs associated with Hedging Obligations;

     

    (4)           amortization
of debt issuance costs, debt discount or premium and other financing fees and
expenses;

     

    (5)           the
interest portion of any deferred payment obligations;

     

    (6)           all
other non-cash interest expense;

     

    (7)           the
product of (a) all dividend payments on any series of Disqualified Equity
Interests of the Issuer or any Preferred Stock of any Restricted Subsidiary
(other than any such Disqualified Equity Interests or any Preferred Stock held
by the Issuer or a Wholly Owned Restricted Subsidiary), multiplied by (b) a fraction,
the numerator of which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of the Issuer and the
Restricted Subsidiaries, expressed as a decimal;

     

    (8)           all
interest payable with respect to discontinued operations; and

     

    (9)           all
interest on any Indebtedness described in clause (7) or (8) of the definition of
“Indebtedness”.

     

    “Consolidated Interest
Incurred” for any period means the sum, without duplication, of
(1) Consolidated Interest Expense and (2) interest capitalized for
such period (including interest capitalized with respect to discontinued
operations but not including interest or other charges amortized to cost of home
sales and cost of land sales).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “Consolidated Net
Income” for any period means the net income (or loss) of the Issuer and
the Restricted Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP; provided, however, that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

     

    (1)           the
net income (or loss) of any Person (other than a Restricted Subsidiary) in which
any Person other than the Issuer and the Restricted Subsidiaries has an
ownership interest, except to the extent that cash in an amount equal to any
such income has actually been received by the Issuer or any of its Restricted
Subsidiaries during such period;

     

    (2)           except
to the extent includible in the consolidated net income of the Issuer pursuant
to the foregoing clause (1), the net income (or loss) of any Person that accrued
prior to the date that (a) such Person becomes a Restricted Subsidiary or is
merged into or consolidated with the Issuer or any Restricted Subsidiary or (b)
the assets of such Person are acquired by the Issuer or any Restricted
Subsidiary;

     

    (3)           the
net income of any Restricted Subsidiary during such period to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of that income is not permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary during such
period, except that the Issuer’s equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining Consolidated Net
Income;

     

    (4)           for
the purposes of calculating the Restricted Payments Basket only, in the case of
a successor to the Issuer by consolidation, merger or transfer of its assets,
any income (or loss) of the successor prior to such merger, consolidation or
transfer of assets;

     

    (5)           other
than for purposes of calculating the Restricted Payments Basket, any gain (or
loss), together with any related provisions for taxes on any such gain (or the
tax effect of any such loss), realized during such period by the Issuer or any
Restricted Subsidiary upon (a) the acquisition of any securities, or the
extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary
or (b) any Asset Sale by the Issuer or any Restricted Subsidiary;

     

    (6)           unrealized
gains and losses with respect to Hedging Obligations;

     

    (7)           other
than for purposes of calculating the Restricted Payments Basket, any
extraordinary gain (or extraordinary loss), together with any related provision
for taxes on any such extraordinary gain (or the tax effect of any such
extraordinary loss), realized by the Issuer or any Restricted Subsidiary during
such period.

     

     “Consolidated Net
Worth” means, with respect to any Person as of any date, the consolidated
stockholders’ equity of such Person, determined on a consolidated basis at the
end of the fiscal quarter immediately preceding such date, as determined in
accordance with GAAP, less (without duplication) (1) any amounts thereof
attributable to Disqualified Equity Interests of such Person or its Subsidiaries
or any amount attributable to Unrestricted Subsidiaries and (2) all
write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such
Person.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

     “Consolidated Tangible Net
Worth” means, with respect to any Person as of any date, the Consolidated
Net Worth of such Person determined on a consolidated basis at the end of the
fiscal quarter immediately preceding such date less (without duplication) all
Intangible Assets of such Person as of such date.

     

    “Corporate Trust
Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered, which office at
the date of execution is located at U.S. Bank National Association, Corporate
Trust Department, EP-MN-WS3C, 60 Livingston Avenue, St. Paul,
MN  55107-1419.

     

    “Credit Facilities”
means the Credit Agreement dated as of December 16, 2005 by and among the
Issuer, as borrower, the lenders party thereto and Wachovia Bank, National
Association, as agent for the lenders, including any new notes, guarantees,
collateral and security documents, instruments and agreements executed in
connection therewith (including Hedging Obligations related to the Indebtedness
incurred thereunder), and in each case as amended or refinanced from time to
time, including any agreement or instrument extending the maturity of,
refinancing, replacing or otherwise restructuring (including increasing the
amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) all or any portion of the Indebtedness under such
agreements, and any successor or replacement agreement or agreements with the
same or any other agents, creditor, lender or group of creditors or
lenders.

     

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

     

    “Default” means
(1) any Event of Default or (2) any event, act or condition that,
after notice or the passage of time or both, would be an Event of
Default.

     

    “Depository” means,
with respect to the Notes issued in the form of one or more Global Notes, The
Depository Trust Company or another Person designated as Depository by the
Issuer, which Person must be a clearing agency registered under the Exchange
Act.

     

    “Designated Senior
Debt” means (1) Senior Debt and Guarantor Senior Debt under or in
respect of the Credit Facilities and (2) any other Indebtedness
constituting Senior Debt or Guarantor Senior Debt which, at the time of
determination, has an aggregate principal amount of at least $25.0 million and
is specifically designated in the instrument evidencing such Senior Debt as
“Designated Senior Debt.”

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    “Designation” has the
meaning given to this term in Section 4.13.

     

    “Designation
Amount” has
the meaning given to this term in Section 4.13.

     

    “Determination Date”
means February 28, 2009.

     

    “Developed Land” means
all Entitled Land of the Issuer and its Restricted Subsidiaries which is
undergoing development or is ready for vertical construction.

     

    “Disqualified Equity
Interests” of any Person means any class of Equity Interests of such
Person that, by its terms, or by the terms of any related agreement or of any
security into which it is convertible, puttable or exchangeable, is, or upon the
happening of any event or the passage of time would be, required to be redeemed
by such Person, whether or not at the option of the holder thereof, or matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, in whole or in part, on or prior to the date which is 91 days after
the final maturity date of the Notes; provided, however, that any class of
Equity Interests of such Person that, by its terms, authorizes such Person to
satisfy in full its obligations with respect to the payment of dividends or upon
maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase
thereof or otherwise by the delivery of Equity Interests that are not
Disqualified Equity Interests, and that is not convertible, puttable or
exchangeable for Disqualified Equity Interests or Indebtedness, will not be
deemed to be Disqualified Equity Interests so long as such Person satisfies its
obligations with respect thereto solely by the delivery of Equity Interests that
are not Disqualified Equity Interests; provided further, however, that any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests are convertible, exchangeable or exercisable)
the right to require the Issuer to redeem such Equity Interests upon the
occurrence of a change in control occurring prior to the final maturity date of
the Notes shall not constitute Disqualified Equity Interests if the change in
control provisions applicable to such Equity Interests are no more favorable to
such holders than the provisions of Section 4.17 and such Equity Interests
specifically provide that the Issuer will not redeem any such Equity Interests
pursuant to such provisions prior to the Issuer’s purchase of the Notes as
required pursuant to the provisions of Section 4.17.

     

    “Entitled Land” means
all land of the Issuer and the Restricted Subsidiaries (a) on which Units may be
constructed or which may be utilized for commercial, retail or industrial uses,
in each case, under applicable laws and regulations and (b) the intended use by
the Issuer for which is permissible under the applicable regional plan,
development agreement or applicable zoning ordinance.

     

    “Equity Interests” of
any Person means (1) any and all shares or other equity interests
(including common stock, preferred stock, limited liability company interests
and partnership interests) in such Person and (2) all rights to purchase,
warrants or options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) such shares or other
interests in such Person.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

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

     

    “Exchange Offer” means
the exchange offer and consent solicitation for any and all of the Issuer’s 9.5%
senior subordinated notes made, as a part of a restructuring of the Issuer’s
Indebtedness, pursuant to the Offering Memorandum.

     

    “Fair Market Value”
means, with respect to any asset, the price (after taking into account any
liabilities relating to such assets) that would be negotiated in an arm’s-length
transaction for cash between a willing seller and a willing and able buyer,
neither of which is under any compulsion to complete the transaction, as such
price is determined in good faith by the Board of Directors of the Issuer or a
duly authorized committee thereof, as evidenced by a resolution of such Board or
committee.

     

    “Financing Documents”
means this Indenture, the Notes and the Guarantees.

     

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

     

    “guarantee” means a
direct or indirect guarantee by any Person of any Indebtedness of any other
Person and includes any obligation, direct or indirect, contingent or otherwise,
of such Person:  (1) to purchase or pay (or advance or supply
funds for the purchase or payment of) Indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services (unless such purchase
arrangements are on arm’s-length terms and are entered into in the ordinary
course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise); or (2) entered into for purposes of assuring in
any other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in
part).  “guarantee,” when used
as a verb, and “guaranteed” have
correlative meanings.

     

    “Guarantor” means each
Restricted Subsidiary of the Issuer on the Issue Date, and each other Person
that is required to become a Guarantor by the terms of this Indenture after the
Issue Date, in each case, until such Person is released from its Note
Guarantee.

     

    “Guarantor Senior
Debt” means, with respect to any Guarantor, the principal of, premium, if
any, and interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on any Indebtedness of such Guarantor, whether outstanding on
the Issue Date or thereafter created, incurred or assumed, unless, in the case
of any particular Indebtedness, the instrument creating or evidencing the same
or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    Without
limiting the generality of the foregoing, “Guarantor Senior Debt” shall also
include the principal of, premium, if any, interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on, and all other amounts
owing in respect of:

     

    (1)           all
monetary obligations of every nature of such Guarantor under, or with respect
to, the Credit Facilities, including, without limitation, obligations to pay
principal and interest, reimbursement obligations under letters of credit, fees,
expenses and indemnities (and guarantees thereof); and

     

    (2)           all
Hedging Obligations in respect of the Credit Facilities;

     

    in each
case whether outstanding on the Issue Date or thereafter incurred.

     

    Notwithstanding
the foregoing, “Guarantor Senior Debt” shall not include:

     

    (1)           any
Indebtedness of such Guarantor to the Issuer or any of its
Subsidiaries;

     

    (2)           Indebtedness
to, or guaranteed on behalf of, any director, officer or employee of the Issuer
or any of its other Subsidiaries (including, without limitation, amounts owed
for compensation);

     

    (3)           obligations
to trade creditors and other amounts incurred (but not under the Credit
Facilities) in connection with obtaining goods, materials or
services;

     

    (4)           Indebtedness
represented by Disqualified Equity Interests;

     

    (5)           any
liability for taxes owed or owing by such Guarantor;

     

    (6)           that
portion of any Indebtedness incurred in violation of Section 4.06 (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (6) if the holder(s) of such obligation or their representative
shall have received an officers’ certificate of such Guarantor to the effect
that the incurrence of such Indebtedness does not (or, in the case of revolving
credit indebtedness, that the incurrence of the entire committed amount thereof
at the date on which the initial borrowing thereunder is made would not) violate
such provisions of this Indenture);

     

    (7)           Indebtedness
which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse
to such Guarantor; and

     

    (8)           any
Indebtedness which is, by its express terms, subordinated in right of payment to
any other Indebtedness of such Guarantor.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    “Hedging Obligations”
of any Person means the obligations of such Person pursuant to (1) any
interest rate swap agreement, interest rate collar agreement or other similar
agreement or arrangement designed to protect such Person against fluctuations in
interest rates, (2) agreements or arrangements designed to protect such
Person against fluctuations in foreign currency exchange rates in the conduct of
its operations or (3) any forward contract, commodity swap agreement, commodity
option agreement or other similar agreement or arrangement designed to protect
such Person against fluctuations in commodity prices, in each case entered into
in the ordinary course of business for bona fide hedging purposes and not for
the purpose of speculation.

     

    “Holder” means any
registered holder, from time to time, of the Notes.

     

    “incur” means, with
respect to any Indebtedness or Obligation, incur, create, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to such Indebtedness or Obligation; provided, however, that (1) the
Indebtedness of a Person existing at the time such Person became a Restricted
Subsidiary or at the time such Person merged with or into the Issuer or a
Restricted Subsidiary shall be deemed to have been incurred at such time and
(2) neither the accrual of interest nor the accretion of original issue
discount shall be deemed to be an incurrence of Indebtedness.

     

    “Indebtedness” of any
Person at any date means, without duplication:

     

    (1)           all
liabilities, contingent or otherwise, of such Person for borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such Person
or only to a portion thereof);

     

    (2)           all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;

     

    (3)           all
obligations of such Person in respect of letters of credit or other similar
instruments (or reimbursement obligations with respect thereto);

     

    (4)           all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred by
such Person in the ordinary course of business in connection with obtaining
goods, materials or services;

     

    (5)           the
maximum fixed redemption or repurchase price of all Disqualified Equity
Interests of such Person;

     

    (6)           all
Capitalized Lease Obligations of such Person;

     

    (7)           all
Indebtedness of others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person;

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (8)           all
Indebtedness of others guaranteed by such Person to the extent of such
guarantee; provided, however, that Indebtedness
of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the
Issuer’s Subsidiaries shall be counted only once in the calculation of the
amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated
basis;

     

    (9)           all
Attributable Indebtedness;

     

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

     

    (11)         all
obligations of such Person under conditional sale or other title retention
agreements relating to assets purchased by such Person; and

     

    (12)         the
liquidation value of Preferred Stock of a Subsidiary of such Person issued and
outstanding and held by any Person other than such Person (or one of its Wholly
Owned Restricted Subsidiaries).

     

    Notwithstanding
the foregoing, the following shall not be considered
Indebtedness:  (a) earn-outs or similar profit sharing
arrangements provided for in acquisition agreements which are determined on the
basis of future operating earnings or other similar performance criteria (which
are not determinable at the time of acquisition) of the acquired assets or
entities; and (b) accrued expenses, trade payables, customer deposits or
deferred income taxes arising in the ordinary course of business.  Any
Indebtedness which is incurred at a discount to the principal amount at maturity
thereof shall be deemed to have been incurred at the full principal amount at
maturity thereof.  The amount of Indebtedness of any Person at any
date shall be the outstanding balance at such date of all unconditional
obligations as described above, the maximum liability of such Person for any
such contingent obligations at such date and, in the case of clause (7), the
lesser of (a) the Fair Market Value of any asset subject to a Lien securing
the Indebtedness of others on the date that the Lien attaches and (b) the
amount of the Indebtedness secured.  For purposes of clause (5), the
“maximum fixed redemption or repurchase price” of any Disqualified Equity
Interests that do not have a fixed redemption or repurchase price shall be
calculated in accordance with the terms of such Disqualified Equity Interests as
if such Disqualified Equity Interests were redeemed or repurchased, as the case
may be, on any date on which an amount of Indebtedness outstanding shall be
required to be determined pursuant to this Indenture.

     

    This
Indenture does not restrict any Unrestricted Subsidiary from incurring
Indebtedness nor will Indebtedness of any Unrestricted Subsidiaries be included
in the Consolidated Fixed Charge Coverage Ratio hereunder, as long as the
Unrestricted Subsidiary incurring such Indebtedness remains an Unrestricted
Subsidiary.

     

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

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    “Independent Director”
means the director of Issuer designated as such pursuant to the Issuer’s Amended
and Restated Regulations.

     

    “Independent Financial
Advisor” means an accounting, appraisal or investment banking firm of
nationally recognized standing that is, in the reasonable judgment of the
Issuer’s Board of Directors, qualified to perform the task for which it has been
engaged and disinterested and independent with respect to the Issuer and its
Affiliates or, in the case of an Affiliate Transaction involving the sale,
transfer or other disposition or purchase of real property by the Issuer or a
Restricted Subsidiary, an appraisal firm reasonably satisfactory to the
independent financial institution that provided the financing for the initial
acquisition of such real property by the Affiliate of the Issuer or such
Restricted Subsidiary.

     

     “Intangible Assets”
means, with respect to any Person, all unamortized debt discount and expense,
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, write-ups of assets over their carrying value (other
than write-ups which occurred prior to the Issue Date and other than, in
connection with the acquisition of an asset, the write-up of the value of such
asset to its Fair Market Value in accordance with GAAP on the date of
acquisition) and all other items which would be treated as intangibles on the
consolidated balance sheet of such Person prepared in accordance with
GAAP.

     

    “interest” means, with
respect to the Notes, any interest on the Notes.

     

    “Interest Payment
Dates” means each June 30 and December 30, commencing June 30,
2012.

     

    “Investments” of any
Person means:

     

    (1)           all
direct or indirect investments by such Person in any other Person in the form of
loans, advances or capital contributions or other credit extensions constituting
Indebtedness of such other Person, and any guarantee of Indebtedness of any
other Person;

     

    (2)           all
purchases (or other acquisitions for consideration) by such Person of
Indebtedness, Equity Interests or other securities of any other
Person;

     

    (3)           all
other items that would be classified as investments on a balance sheet of such
Person prepared in accordance with GAAP; and

     

    (4)           the
Designation of any Subsidiary as an Unrestricted Subsidiary.

     

    Except as
otherwise expressly specified in this definition, the amount of any Investment
(other than an Investment made in cash) shall be the Fair Market Value thereof
on the date such Investment is made.  The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.13.  If the Issuer or any Subsidiary sells or otherwise
disposes of any Equity Interests of any Subsidiary, or any Subsidiary issues any
Equity Interests, in either case such that, after giving effect to any such
sale, disposition or other issuance, such Person is no longer a Subsidiary, the
Issuer shall be deemed to have made an Investment on the date of any such sale,
other disposition or other issuance equal to the Fair Market Value of the Equity
Interests of and all other Investments in such Subsidiary not sold, disposed of
or issued, which amount shall be determined by the Board of Directors of the
Issuer.  Notwithstanding the foregoing, redemptions of Equity
Interests of the Issuer shall be deemed not to be Investments.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    “Issue Date” means
February 23, 2009, the date on which the Notes are issued upon consummation of
the Exchange Offer.

     

    “Issuer” means the
party named as such in the first paragraph of this Indenture until a successor
replaces such party pursuant to Article Five and thereafter means the
successor.

     

    “Issuer Request” means
any written request signed in the name of the Issuer by the Chairman of the
Board of Directors, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer or the Treasurer of the Issuer and
attested to by the Secretary or any Assistant Secretary of the
Issuer.

     

    “Issuers” has the
meaning given to this term in the preamble hereto.

     

     “Lien” means, with
respect to any asset, any mortgage, deed of trust, lien (statutory or other),
pledge, lease, easement, restriction, covenant, charge, security interest or
other encumbrance of any kind or nature 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, and any lease in the nature
thereof, any option or other agreement to sell, and any filing of, or agreement
to give, any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction (other than cautionary filings in
respect of operating leases).

     

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

     

    “Net Available
Proceeds” means, with respect to any Asset Sale, the proceeds thereof in
the form of cash or Cash Equivalents, net of

     

    (1)           brokerage
commissions and other fees and expenses (including fees and expenses of legal
counsel, accountants and investment banks) of such Asset Sale;

     

    (2)           provisions
for taxes payable as a result of such Asset Sale (after taking into account any
available tax credits or deductions and any tax sharing
arrangements);

     

    (3)           amounts
required to be paid to any Person (other than the Issuer or any Restricted
Subsidiary and other than under the Credit Facilities) owning a beneficial
interest in the assets subject to the Asset Sale or having a Lien
thereon;

     

    (4)           payments
of unassumed liabilities (not constituting Indebtedness) relating to the assets
sold at the time of, or within 30 days after the date of, such Asset Sale;
and

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (5)           appropriate
amounts to be provided by the Issuer or any Restricted Subsidiary, as the case
may be, as a reserve required in accordance with GAAP against any adjustment in
the sale price of such asset or assets or any liabilities associated with such
Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case
may be, after such Asset Sale, including pensions and other postemployment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale, all as reflected in an Officers’ Certificate delivered to the Trustee;
provided, however, that any amounts
remaining after adjustments, revaluations or liquidations of such reserves shall
constitute Net Available Proceeds.

     

    “Non-Recourse
Indebtedness” with respect to any Person means Indebtedness of such
Person for which (1) the sole legal recourse for collection of principal
and interest on such Indebtedness is against the specific property identified in
the instruments evidencing or securing such Indebtedness and such property was
acquired with the proceeds of such Indebtedness or such Indebtedness was
incurred within 90 days after the acquisition of such property and (2) no
other assets of such Person may be realized upon in collection of principal or
interest on such Indebtedness.

     

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

     

    “Notes” means the
11.0% Senior Subordinated Notes due 2015 issued by the Issuers, as amended from
time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture.

     

    “Obligation” means any
principal, interest, penalties, fees, indemnification, reimbursements, costs,
expenses, damages and other liabilities payable under the documentation
governing any Indebtedness.

     

    “Offer” has the
meaning set forth in the definition of “Offer to Purchase.”

     

    “Offer Expiration
Date” has the meaning set forth in the definition of “Offer to
Purchase.”

     

    “Offer to Purchase”
means a written offer (the “Offer”) sent by or on
behalf of the Issuers by first-class mail, postage prepaid, to each Holder at
its address appearing in the register for the Notes on the date of the Offer
offering to purchase up to the principal amount of Notes specified in such Offer
at the purchase price specified in such Offer (as determined pursuant to this
Indenture).  Unless otherwise required by applicable law, the Offer
shall specify an expiration date (the “Offer Expiration
Date”) of the Offer to Purchase, which shall be not less than 30 Business
Days nor more than 60 days after the date of such Offer, and a settlement date
(the “Purchase
Date”) for purchase of Notes to occur no later than three Business Days
after the Offer Expiration Date.  The Offer shall contain all the
information required by applicable law to be included therein.  The
Offer shall also contain information concerning the business of the Issuer and
its Subsidiaries which the Issuer in good faith believes will enable such
Holders to make an informed decision with respect to the Offer to
Purchase.  Such information shall include, at a minimum, (i) the most
recent annual and quarterly financial statements contained in the document
required to be delivered to Holders pursuant to Section 4.02 (which requirements
may be satisfied by delivery of such documents together with the Offer), (ii) a
description of material developments in the Issuer’s business subsequent to the
date of the latest of such financial statements referred to in clause (i)
(including a description of the events requiring the Issuer to make the Offer to
Purchase), (iii) if applicable, appropriate pro forma financial information
concerning the Offer to Purchase and the events requiring the Issuer to make the
Offer to Purchase and (iv) any other information required by applicable law to
be included therein.  The Offer shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Offer
to Purchase.  The Offer shall also state:

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (1)            the
Section of this Indenture pursuant to which the Offer to Purchase is being
made;

     

    (2)            the
Offer Expiration Date and the Purchase Date;

     

    (3)            the
aggregate principal amount of the outstanding Notes offered to be purchased by
the Issuer pursuant to the Offer to Purchase (including, if less than 100%, the
manner by which such amount has been determined pursuant to the Section of this
Indenture requiring the Offer to Purchase) (the “Purchase
Amount”);

     

    (4)            the
purchase price to be paid by the Issuer for each $1.00 aggregate principal
amount of Notes accepted for payment (the “Purchase
Price”);

     

    (5)            that
the Holder may tender all or any portion of the Notes registered in the name of
such Holder and that any portion of a Note tendered must be tendered in an
integral multiple of $1.00 principal amount;

     

    (6)            the
place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase;

     

    (7)            that
interest on any Note not tendered or tendered but not purchased by the Issuer
pursuant to the Offer to Purchase will continue to accrue;

     

    (8)            that
on the Purchase Date the Purchase Price will become due and payable upon each
Note being accepted for payment pursuant to the Offer to Purchase and that
interest thereon shall cease to accrue on and after the Purchase
Date;

     

    (9)            that
each Holder electing to tender all or any portion of a Note pursuant to the
Offer to Purchase will be required to surrender such Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note
completed, at the place or places specified in the Offer prior to the close of
business on the Offer Expiration Date (such Note being, if the Issuer so
requires, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Issuer duly executed by, the Holder thereof or its
attorney duly authorized in writing);

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (10)         
that Holders will be entitled to withdraw all or any portion of Notes tendered
if the Issuer receives, not later than the close of business on the fifth
Business Day preceding the Offer Expiration Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder tendered, the certificate number of the Note the
holder tendered and a statement that such Holder is withdrawing all or a portion
of its tender;

     

    (11)          that
(a) if Notes in an aggregate principal amount less than or equal to the Purchase
Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase,
the Issuer shall purchase all such Notes and (b) if Notes in an aggregate
principal amount in excess of the Purchase Amount are tendered and not withdrawn
pursuant to the Offer to Purchase, the Issuer shall purchase Notes having an
aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such
adjustments as may be deemed appropriate so that only Notes in denominations of
$1.00 principal amount or integral multiples thereof shall be purchased);
and

     

    (12)          that
in the case of any Holder whose Note is purchased only in part, the Issuer shall
execute and deliver to the Holder of such Note without service charge, a new
Note or Notes, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unpurchased portion
of the Note so tendered.

     

    An Offer
to Purchase shall be governed by and effected in accordance with the provisions
above pertaining to any Offer.

     

    On or
before the Purchase Date, the Issuer shall (i) accept for payment Notes or
portions thereof tendered and not withdrawn pursuant to the Offer, (ii) deposit
with the Trustee U.S. Dollars sufficient to pay the Purchase Price, plus accrued
interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee
Notes so accepted together with an Officers’ Certificate stating the Notes or
portions thereof being purchased by the Issuer.  The Trustee shall
promptly mail to the Holders of Notes so accepted payment in an amount equal to
the Purchase Price, plus accrued interest, if any, thereon.

     

    “Offering Memorandum”
means the Offering Memorandum and Consent Solicitation Statement, dated January
13, 2009 and Letter of Transmittal and Consent, each as may be amended,
supplemented or modified, pursuant to which the Notes were offered in the
Exchange Offer.

     

    “Officer” of any
Person means any of the following of such Person:  the Chairman of the
Board of Directors, the Chief Executive Officer, the Chief Financial Officer,
the President, any Vice President, the Treasurer or the Secretary.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    “Officers’
Certificate” of any Person means a certificate signed by two Officers of
such Person.

     

    “Opinion of Counsel”
means a written opinion reasonably satisfactory in form and substance to the
Trustee from legal counsel, which counsel is reasonably acceptable to the
Trustee, stating the matters required by Section 12.05 and delivered to the
Trustee.

     

    “Pari Passu
Indebtedness” means any Indebtedness of the Issuer or any Guarantor that
ranks pari passu in right of payment with the Notes or the Note Guarantees, as
applicable.

     

    “Permitted Holders”
means (1)(a) Elly Nevada, Inc., (b) Norman Nevada, Inc., (c) Larry Nevada, Inc.,
(d) Little Shots Nevada, L.L.C., (e) Elly Colorado, Inc., (f) Norman Colorado,
Inc. (g) Larry Colorado, Inc and (h) Little Shots Holdings LLC; (2) any
equityholder, general partner or managing member of any of the Persons
referenced above in clause (1); (3) any officer, director, employee, member,
partner or equityholder of the manager or general partner of any of the Persons
referenced above in clauses (1) and (2); (4) the spouses and descendants of the
Persons referenced in clause (2); (5) in the event of the incompetence or death
of any of the Persons referred to in clause (2) and (3) above, such Person’s
estate, executor, administrator, committee or other personal representative, in
each case who at a particular date shall be the beneficial owner of or have the
right to acquire, directly or indirectly, capital stock of the Issuer (or any
other direct or indirect parent company of the Issuer); and (6) any trust
created for the benefit of, or any entity or entities wholly-owned by, the
Persons referenced above in clauses (1) through (5).

     

    “Permitted Investment”
means:

     

    (1)           Investments
by the Issuer, the Co-Issuer or any Restricted Subsidiary in (a) any
Restricted Subsidiary or (b) in any Person that is or will become
immediately after such Investment a Restricted Subsidiary or that will merge or
consolidate into the Issuer or a Restricted Subsidiary;

     

    (2)           Investments
in the Issuer by any Restricted Subsidiary;

     

    (3)           loans
and advances to directors, employees and officers of the Issuer and the
Restricted Subsidiaries for bona fide business purposes
and to purchase Equity Interests of the Issuer, if secured by the Equity
Interests purchased, not in excess of $2.0 million at any one time
outstanding;

     

    (4)           Hedging
Obligations incurred pursuant to clause (4) of the second paragraph of Section
4.06;

     

    (5)           cash
and Cash Equivalents;

     

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

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (7)           Investments
in securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;

     

    (8)           Investments
made by the Issuer or any Restricted Subsidiary as a result of consideration
received in connection with an Asset Sale made in compliance with Section
4.08;

     

    (9)           lease,
utility and other similar deposits in the ordinary course of
business;

     

     

    (10)         Investments
made by the Issuer or a Restricted Subsidiary for consideration consisting only
of Qualified Equity Interests of the Issuer;

     

    (11)         stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Issuer or any Restricted Subsidiary
or in satisfaction of judgments;

     

    (12)         Investments
in existence on the Issue Date;

     

    (13)         Investments
made by the Issuer or any Restricted Subsidiary in joint ventures in the
business of the Issuer or such Restricted Subsidiary with unaffiliated third
parties in an aggregate amount at any one time outstanding not to exceed 30% of
the Issuer’s Consolidated Tangible Net Worth at such time (with each Investment
being valued as of the date made and without regard to subsequent changes in
value); and

     

    (14)         other
Investments in an aggregate amount not to exceed 5% of the Issuer’s Consolidated
Tangible Net Worth at such time (with each Investment being valued as of the
date made and without regard to subsequent changes in value).

     

    The
amount of Investments outstanding at any time pursuant to clauses (13) or (14)
above shall be deemed to be reduced:

     

    (a)           upon
the disposition or repayment of or return on any Investment made pursuant to
clauses (13) or (14) above, by an amount equal to the return of capital with
respect to such Investment to the Issuer or any Restricted Subsidiary (to the
extent not included in the computation of Consolidated Net Income), less the
cost of the disposition of such Investment and net of taxes; and

     

    (b)           upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an
amount equal to the lesser of (x) the Fair Market Value of the Issuer’s
proportionate interest in such Subsidiary immediately following such
Redesignation, and (y) the aggregate amount of Investments in such Subsidiary
that increased (and did not previously decrease) the amount of Investments
outstanding pursuant to clauses (13) or (14) above.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    “Permitted Junior
Securities” means:

     

    (1)          
 Equity Interests in the Issuer, the Co-Issuer or any Guarantor;
or

     

    (2)           debt
securities issued pursuant to a confirmed plan of reorganization that are
subordinated in right of payment to (a) all Senior Debt and Guarantor
Senior Debt and (b) any debt securities issued in exchange for Senior Debt
to substantially the same extent as, or to a greater extent than, the Notes and
the Note Guarantees are subordinated to Senior Debt and Guarantor Senior Debt
under this Indenture.

     

    “Permitted Liens” means the following
types of Liens:

     

    (1)           (a) statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business and (b) Liens for taxes, assessments or governmental
charges or claims, in either case, for sums not yet delinquent or being
contested in good faith by appropriate proceedings, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
in respect thereof;

     

    (2)           Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations, surety
and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);

     

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

     

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

     

    (5)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements of the Issuer or any Restricted
Subsidiary, including rights of offset and setoff;

     

    (6)           bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more accounts maintained by the
Issuer or any Restricted Subsidiary, in each case granted in the ordinary course
of business in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts
and netting arrangements; provided, however, that in no case
shall any such Liens secure (either directly or indirectly) the repayment of any
Indebtedness;

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (7)           leases
or subleases (or any Liens related thereto) granted to others that do not
materially interfere with the ordinary course of business of the Issuer or any
Restricted Subsidiary;

     

    (8)           Liens
arising from filing Uniform Commercial Code financing statements regarding
leases;

     

    (9)           Liens
securing all of the Notes and Liens securing any Note Guarantee;

     

    (10)         Liens
existing on the Issue Date securing Indebtedness outstanding on the Issue
Date;

     

    (11)         Liens
in favor of the Issuer or a Guarantor;

     

    (12)         Liens
securing Senior Debt or Guarantor Senior Debt, including Indebtedness under the
Credit Facilities;

     

    (13)         Liens
to secure Attributable Indebtedness permitted to be incurred under this
Indenture; provided, however, that any such Lien
shall not extend to or cover any assets of the Issuer or any Restricted
Subsidiary other than the assets which are the subject of the Sale and Leaseback
Transaction in which the Attributable Indebtedness is incurred;

     

    (14)         Liens
to secure Refinancing Indebtedness which is incurred to refinance any
Indebtedness which has been secured by a Lien permitted under this Indenture and
which has been incurred in accordance with the provisions of this
Indenture;

     

    (15)         attachment
or judgment Liens not giving rise to a Default and which are being contested in
good faith by appropriate proceedings;

     

    (16)         easements,
rights-of-way, restrictions and other similar charges or encumbrances not
materially interfering with the ordinary course of business of the Issuer and
its Subsidiaries;

     

    (17)         zoning
restrictions, licenses, restrictions on the use of real property or minor
irregularities in title thereto, which do not materially impair the use of such
real property in the ordinary course of business of the Issuer and its
Subsidiaries or the value of such real property for the purpose of such
business;

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (18)         any
right of first refusal, right of first offer, option, contract or other
agreement to sell an asset; provided, however, such sale is not
otherwise prohibited under this Indenture;

     

    (19)         Liens
securing Hedging Obligations entered into for bona fide hedging purposes of
the Issuer or any Restricted Subsidiary not for the purpose of
speculation;

     

    (20)         Liens
securing Indebtedness incurred pursuant to clause (9) of the definition of
Permitted Indebtedness; provided such Lien relates
only to the Developed Land purchased;

     

    (21)         Leases
of model home units;

     

    (22)         Liens
for homeowner and property owner association developments and
assessments;

     

    (23)         Liens
incurred in the ordinary course of business as security for the obligations of
the Issuer and its Restricted Subsidiaries with respect to indemnification in
respect of title insurance providers;

     

    (24)         Liens
of a lessor under any Capitalized Lease Obligation permitted to be incurred
under this Indenture; provided that such Liens do not extend to any property or
assets which are not leased property subject to such Capitalized Lease
Obligation; and

     

    (25)         Liens
securing Hedging Obligations permitted to be incurred pursuant to clause (4) of
the definition of “Permitted Indebtedness”.

     

    “Permitted Unrestricted
Subsidiary Debt” means Indebtedness of an Unrestricted
Subsidiary:

     

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

     

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

     

    (3)           as
to which the lenders have been notified in writing that they will not have any
recourse to the Equity Interests or assets of the Issuer or any Restricted
Subsidiary or the documentation is otherwise clearly non-recourse.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

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

     

    “Physical Notes” means
certificated Notes in registered form in substantially the form set forth in
Exhibit
A.

     

    “PIK Payment” means
the payment of interest through a payment in kind pursuant to Sections 2.15
hereof and paragraph 1 of the Notes.

     

    “Plan of Liquidation”
with respect to any Person, means a plan that provides for, contemplates or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously, in phases or
otherwise):  (1) the sale, lease, conveyance or other disposition
of all or substantially all of the assets of such Person otherwise than as an
entirety or substantially as an entirety; and (2) the distribution of all
or substantially all of the proceeds of such sale, lease, conveyance or other
disposition of all or substantially all of the remaining assets of such Person
to creditors and holders of Equity Interests of such Person.

     

    “Preferred Stock”
means, with respect to any Person, any and all preferred or preference stock or
other equity interests (however designated) of such Person whether now
outstanding or issued after the Issue Date.

     

    “principal” means,
with respect to the Notes, the principal of, and premium, if any, on the
Notes.

     

    “Private Placement
Legend” means the legend initially set forth on the Rule 144A Notes and
Other Notes that are Restricted Notes in the form set forth in Exhibit
B.

     

    “Purchase Amount” has
the meaning set forth in the definition of “Offer to Purchase.”

     

    “Purchase Date” has
the meaning set forth in the definition of “Offer to Purchase.”

     

    “Public Equity
Offering” means an underwritten public offering of Qualified Equity
Interests of the Issuer pursuant to an effective registration statement filed
under the Securities Act.

     

    “Qualified Equity
Interests” means Equity Interests of such Person other than Disqualified
Equity Interests; provided, however, that of any Person
such Equity Interests shall not be deemed Qualified Equity Interests to the
extent sold or owed to a Subsidiary of any Person or financed, directly or
indirectly, using funds (1) borrowed from such Person or any Subsidiary of such
Person until and to the extent such borrowing is repaid or (2) contributed,
extended, guaranteed or advanced by such Person or any Subsidiary of such Person
(including, without limitation, in respect of any employee stock ownership or
benefit plan).  Unless otherwise specified, Qualified Equity Interests
refer to Qualified Equity Interests of the Issuer.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    “Qualified Institutional
Buyer” or “QIB” shall have the
meaning specified in Rule 144A promulgated under the Securities
Act.

     

    “redeem” means to
redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or
retire for value; and “redemption” shall
have a correlative meaning.

     

    “Redemption Date” when
used with respect to any Note to be redeemed means the date fixed for such
redemption pursuant to the terms of the Notes.

     

    “refinance” means to
refinance, repay, prepay, replace, renew or refund.

     

    “Refinancing
Indebtedness” means Indebtedness of the Issuer or a Restricted Subsidiary
incurred in exchange for, or the proceeds of which are used to redeem or
refinance in whole or in part, any Indebtedness of the Issuer or any Restricted
Subsidiary (the “Refinanced
Indebtedness”); provided, however, that:

     

    (1)           the
principal amount (and accreted value, in the case of Indebtedness issued at a
discount) of the Refinancing Indebtedness does not exceed the principal amount
(and accreted value, as the case may be) of the Refinanced Indebtedness plus the
amount of accrued and unpaid interest on the Refinanced Indebtedness, any
premium paid to the holders of the Refinanced Indebtedness and reasonable
expenses incurred in connection with the incurrence of the Refinancing
Indebtedness;

     

    (2)           the
obligor of Refinancing Indebtedness does not include any Person (other than the
Issuer or any Restricted Subsidiary) that is not an obligor of the Refinanced
Indebtedness;

     

    (3)           if
the Refinanced Indebtedness was subordinated in right of payment to the Notes or
the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by
its terms, is subordinate in right of payment to the Notes or the Note
Guarantees, as the case may be, at least to the same extent as the Refinanced
Indebtedness, and if the Refinanced Indebtedness was pari passu with the Notes or
the Note Guarantees, as the case may be, then the Refinancing Indebtedness ranks
pari passu with, or is
subordinated in right of payment to, the Notes or the Note Guarantees, as the
case may be;

     

    (4)           the
Refinancing Indebtedness has a final stated maturity either (a) no earlier
than the Refinanced Indebtedness being repaid or amended or (b) after the
maturity date of the Notes;

     

    (5)           the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on
or prior to the maturity date of the Notes has a Weighted Average Life to
Maturity at the time such Refinancing Indebtedness is incurred that is equal to
or greater than the Weighted Average Life to Maturity of the portion of the
Refinanced Indebtedness being repaid that is scheduled to mature on or prior to
the maturity date of the Notes; and

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (6)           the
Refinancing Indebtedness is secured only to the extent, if at all, and by the
assets, that the Refinanced Indebtedness being repaid, extended or amended is
secured.

     

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

     

    “Representative” means
any agent or representative in respect of any Designated Senior Debt; provided, however, that if, and for so
long as, any Designated Senior Debt lacks such representative, then the
Representative for such Designated Senior Debt shall at all times constitute the
holders of a majority in outstanding principal amount of such Designated Senior
Debt.

     

    “Responsible Officer”
when used with respect to the Trustee, means an officer or assistant officer
assigned to the corporate trust department of the Trustee (or any successor
group of the Trustee) with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     

    “Restricted Note” has
the same meaning as “Restricted Security” set forth in Rule 144(a)(3)
promulgated under the Securities Act; provided, that the Trustee
shall be entitled to request and conclusively rely upon an Opinion of Counsel
with respect to whether any Note is a Restricted Note.

     

    “Restricted Payment”
means any of the following:

     

    (1)           the
declaration or payment of any dividend or any other distribution on Equity
Interests of the Issuer or any Restricted Subsidiary or any payment made to the
direct or indirect holders (in their capacities as such) of Equity Interests of
the Issuer or any Restricted Subsidiary, including, without limitation, any
payment in connection with any merger or consolidation involving the Issuer, but
excluding (a) dividends or distributions payable solely in Qualified Equity
Interests or through accretion or accumulation of such dividends on such Equity
Interests and (b) in the case of Restricted Subsidiaries, dividends or
distributions payable to the Issuer or to a Restricted Subsidiary and pro rata
dividends or distributions payable to minority stockholders of any Restricted
Subsidiary;

     

    (2)           the
redemption of any Equity Interests of the Issuer or any Restricted Subsidiary,
including, without limitation, any payment in connection with any merger or
consolidation involving the Issuer, but excluding any such Equity Interests held
by the Issuer or any Restricted Subsidiary;

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (3)           any
Investment other than a Permitted Investment; or

     

    (4)           any
payment of principal of or redemption prior to the scheduled maturity or prior
to any scheduled repayment of principal or sinking fund payment, as the case may
be, in respect of Subordinated Indebtedness (other than Subordinated
Indebtedness owed to and held by the Issuer or any Restricted
Subsidiary).

     

    “Restricted Payments
Basket” has the meaning given to such term in the first paragraph of
Section 4.07.

     

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

     

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

     

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

     

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

     

    “Sale and Leaseback
Transaction” means, with respect to any Person, an arrangement with any
bank, insurance company or other lender or investor or to which such lender or
investor is a party, providing for the leasing by such Person of any asset of
such Person which has been or is being sold or transferred by such Person to
such lender or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such asset.

     

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

     

    “Secretary’s
Certificate” means a certificate signed by the Secretary or an Assistant
Secretary of the Issuer.

     

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

     

    “Senior Debt” means
the principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of the Issuer or the
Co-Issuer, whether outstanding on the Issue Date or thereafter created, incurred
or assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Notes.

     

    Without
limiting the generality of the foregoing, “Senior Debt” shall include the
principal of, premium, if any, interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of:

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (1)           all
monetary obligations of every nature under, or with respect to, the Credit
Facilities, including, without limitation, obligations to pay principal and
interest, reimbursement obligations under letters of credit, fees, expenses and
indemnities (and guarantees thereof); and

     

    (2)           all
Hedging Obligations in respect of the Credit Facilities;

     

    in each
case whether outstanding on the Issue Date or thereafter incurred.

     

    Notwithstanding
the foregoing, “Senior Debt” shall not include:

     

    (1)           any
Indebtedness of the Issuer or the Co-Issuer to any of their respective
Subsidiaries;

     

    (2)           Indebtedness
to, or guaranteed on behalf of, any director, officer or employee of the Issuer
or any of its Subsidiaries (including, without limitation, amounts owed for
compensation);

     

    (3)           obligations
to trade creditors and other amounts incurred (but not under the Credit
Facilities) in connection with obtaining goods, materials or
services;

     

    (4)           Indebtedness
represented by Disqualified Equity Interests;

     

    (5)           any
liability for taxes owed or owing by the Issuer or the Co-Issuer;

     

    (6)           that
portion of any Indebtedness incurred in violation of Section 4.06 (but, as to
any such obligation, no such violation shall be deemed to exist for purposes of
this clause (6) if the holder(s) of such obligation or their representative
shall have received an Officers’ Certificate of the Issuer to the effect that
the incurrence of such Indebtedness does not (or, in the case of revolving
credit indebtedness, that the incurrence of the entire committed amount thereof
at the date on which the initial borrowing thereunder is made would not) violate
such provisions of this Indenture); and

     

    (7)           Indebtedness
which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse
to the Issuer.

     

    “Significant
Subsidiary” means (1) any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Regulation S-X promulgated pursuant to
the Securities Act as such Regulation is in effect on the Issue Date and (2) any
Restricted Subsidiary that, when aggregated with all other Restricted
Subsidiaries that are not otherwise Significant Subsidiaries and as to which any
event described in clause (7) or (8) of Section 6.01 has occurred and is
continuing, would constitute a Significant Subsidiary under clause (1) of this
definition.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    “Subordinated
Indebtedness” means Indebtedness of the Issuer or any Restricted
Subsidiary that is subordinated in right of payment to the Notes or the Note
Guarantees, respectively.

     

    “Subsidiary” means,
with respect to any Person,  any corporation, limited liability
company, partnership, association or other business entity of which
(a) more than 50% of the total voting power of the Equity Interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person (or a combination thereof) or (b) that is or is required to be
included in the consolidated financial statements of such Person in accordance
with GAAP.  Unless otherwise specified, “Subsidiary” refers to a
Subsidiary of the parent.

     

    “Trust Indenture Act”
or “TIA” means
the Trust Indenture Act of 1939, as amended.

     

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

     

    “Unit” means a residence,
whether single or part of a multifamily building, whether completed or under
construction, held by the Issuer or any Restricted Subsidiary for sale in the
ordinary course of business.

     

    “Unrestricted
Subsidiary” means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Issuer in accordance with Section 4.13 and (2) any
Subsidiary of an Unrestricted Subsidiary.

     

    “U.S. Government
Obligations” means direct non-callable obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is
pledged.

     

    “Voting Stock” with
respect to any Person, means securities of any class of Equity Interests of such
Person entitling the holders thereof (whether at all times or only so long as no
senior class of stock or other relevant equity interest has voting power by
reason of any contingency) to vote in the election of members of the Board of
Directors of such Person.

     

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

     

    “Wholly Owned Restricted
Subsidiary” means a Restricted Subsidiary of which 100% of the Equity
Interests (except for directors’ qualifying shares or certain minority interests
owned by other Persons solely due to local law requirements that there be more
than one stockholder, but which interest is not in excess of what is required
for such purpose) are owned directly by the Issuer or through one or more Wholly
Owned Restricted Subsidiaries.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      1.02.

            	
              Other
      Definitions.

            


    

     

    The
definitions of the following terms may be found in the sections indicated as
follows:

     

    
      	
              Term

            	
              Defined in
      Section

            
	
              “Affiliate
      Transaction”

            	
              4.09   

            
	
              “Agent
      Members”

            	
              2.16(a)

            
	
              “Business
      Day”

            	
              12.07      
      

            
	
              “CEDEL”

            	
              2.16(a)

            
	
              “Change
      of Control Date”

            	
              4.17    
      

            
	
              “Change
      of Control Offer”-

            	
              4.17    

            
	
              “Change
      of Control Payment Date”

            	
              4.17    
      

            
	
              “Change
      of Control Purchase Price”

            	
              4.17    

            
	
              “Covenant
      Defeasance”

            	
              9.03    
      

            
	
              “Euroclear”

            	
              2.16(a)

            
	
              “Event
      of Default”

            	
              6.01    
      

            
	
              “Excess
      Proceeds”

            	
              4.08    
      

            
	
              “Global
      Notes”

            	
              2.16(a)

            
	
              “Legal
      Defeasance”

            	
              9.02    
      

            
	
              “Legal
      Holiday”

            	
              12.07     
      

            
	
              “Other
      Notes”

            	
              2.02    
      

            
	
              “Paying
      Agent”

            	
              2.04    

            
	
              “Permitted
      Indebtedness”

            	
              4.06    
      

            
	
              “Redesignation”

            	
              4.13    
      

            
	
              “Registrar”

            	
              2.04     
      

            
	
              “Regulation
      S Global Notes”

            	
              2.16(a)

            
	
              “Regulation
      S Notes”

            	
              2.02    
      

            
	
              “Restricted
      Global Note”

            	
              2.16(a)

            
	
              “Restricted
      Period”

            	
              2.16(f)

            
	
              “Rule
      144A Notes”

            	
              2.02    
      

            


    

    


    
      	
              SECTION
      1.03.

            	
              Incorporation by
      Reference of Trust Indenture
Act.

            


    

     

    Whenever
this Indenture refers to a provision of the TIA, the portion of such provision
required to be incorporated herein in order for this Indenture to be qualified
under the TIA is incorporated by reference in and made a part of this
Indenture.  The following TIA terms used in this Indenture have the
following meanings:

     

    “indenture securities”
means the Notes.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    “indenture
securityholder” means a Holder.

     

    “indenture to be
qualified” means this Indenture.

     

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

     

    “obligor on the indenture
securities” means the Issuer, the Co-Issuer, the Guarantors or any other
obligor on the Notes.

     

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

     

    
      	
              SECTION
      1.04.

            	
              Rules of
      Construction.

            


    

     

    Unless
the context otherwise requires:

     

    (1)            a
term has the meaning assigned to it herein, whether defined expressly or by
reference;

     

    (2)            “or”
is not exclusive;

     

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

     

    (4)            words
used herein implying any gender shall apply to both genders;

     

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

     

    (6)            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 as in effect from time to time, applied on a basis
consistent with the most recent audited consolidated financial statements of the
Issuer; and

     

    (7)            “$,”
“U.S. Dollars” and “United States Dollars” each refer to United States dollars,
or such other money of the United States that at the time of payment is legal
tender for payment of public and private debts.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
TWO

     

    THE
NOTES

     

    
      	
              SECTION
      2.01.

            	
              Amount of
      Notes.

            


    

     

    The
Trustee shall authenticate (i) Notes for original issue on the Issue Date
in the aggregate principal amount not to exceed $65,000,000, and (ii) pursuant
to Section 2.15 hereof and paragraph 1 of the Notes, Additional Notes issued as
a PIK Payment in lieu of a cash interest payment on the Notes, upon a written
order of each Issuer in the form of an Officers’ Certificate of each
Issuer.  The Officers’ Certificate shall specify the number of
separate Notes and the principal amount of Notes or Additional Notes to be
authenticated and the date on which the Notes or Additional Notes are to be
authenticated and persons in whose names the Notes or Additional Notes are to be
registered, and shall direct delivery of the Notes or Additional Notes to such
persons or representatives thereof.

     

    Upon
receipt of a written order of the Issuers in the form of an Officers’
Certificate, the Trustee shall authenticate Notes in substitution for Notes
originally issued to reflect any name change of the Issuers.

     

    Pursuant
to Section 2.15 hereof and paragraph 1 of the Notes, under the conditions set
forth therein, the Issuers are entitled to, without the consent of the Holders
and without regard to Section 4.06 hereof, make a PIK Payment by increasing
the outstanding principal amount of the Notes or issuing Additional Notes under
this Indenture on the same terms and conditions as the Notes issued on the Issue
Date in lieu of a payment of cash interest.  Any such Additional Notes
shall be part of the same issue as the Notes being issued on the date hereof and
will vote on all matters as one class with the Notes being issued on the date
hereof, including, without limitation, waivers, amendments, redemptions and
Offers to Purchase.  For the purposes of this Indenture, references to
the Notes include Additional Notes, if any, and any increase in the principal
amount of the outstanding Notes in lieu of the issuance of Additional Notes, and
references to “principal amount” of the Notes shall include any such increase in
the principal amount of the outstanding Notes from the date of such
increase.

     

    
      	
              SECTION
      2.02.

            	
              Form and
      Dating.

            


    

     

    The Notes
and the Trustee’s certificate of authentication with respect thereto shall be
substantially in the form set forth in Exhibit A, which is
incorporated in and forms a part of this Indenture.  The Notes may
have notations, legends or endorsements required by law, rule or usage to which
the Issuers are subject.  Without limiting the generality of the
foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance
on Rule 144A (“Rule
144A Notes”) or to Accredited Investors in the Exchange Offer (“Other Notes”) shall
bear the legend and include the form of assignment set forth in Exhibit B, Notes
offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)
shall bear the legend and include the form of assignment set forth in Exhibit C.  All
Notes shall bear the legend set forth in Exhibit D.  Each
Note shall be dated the date of its authentication.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    The terms
and provisions contained in the Notes shall constitute, and are expressly made,
a part of this Indenture and, to the extent applicable, the Issuers, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and agree to be bound
thereby.

     

    The Notes
may be presented for registration of transfer and exchange at the offices of the
Registrar.

     

    
      	
              SECTION
      2.03.

            	
              Execution and
      Authentication.

            


    

     

    Two
Officers of each Issuer shall sign, or one such Officer shall sign and one such
Officer (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) shall attest to, the Notes for such Issuer by
manual or facsimile signature.

     

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

     

    No Note
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.  Notwithstanding the foregoing,
if any Note shall have been authenticated and delivered hereunder but never
issued and sold by the Issuers, and the Issuers shall deliver such Note to the
Trustee for cancellation as provided in Section 2.12, for all purposes of
this Indenture such Note shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

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

     

    The Notes
shall be issuable in registered form, without coupons, and in denominations of
$1.00 and integral multiples of $1.00.

     

    
      	
              SECTION
      2.04.

            	
              Registrar and Paying
      Agent.

            


    

     

    The
Issuers shall maintain an office or agency (which shall be located in the
Borough of Manhattan in The City of New York, State of New York) where Notes may
be presented for registration of transfer or for exchange (the “Registrar”), and an
office or agency where Notes may be presented for payment (the “Paying Agent”) and an
office or agency where notices and demands to or upon the Issuers, if any, in
respect of the Notes and this Indenture may be served.  The Registrar
shall keep a register of the Notes and of their transfer and
exchange.  The Issuers may have one or more additional Paying
Agents.  The term “Paying Agent” includes any additional Paying
Agent.  Neither of the Issuers nor any Affiliate thereof may act as
Paying Agent.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    The
Issuers shall enter into an appropriate agency agreement, which shall
incorporate the provisions of the TIA, with any Agent that is not a party to
this Indenture.  The agreement shall implement the provisions of this
Indenture that relate to such Agent.  The Issuers shall notify the
Trustee of the name and address of any such Agent.  If the Issuers
fail to maintain a Registrar or Paying Agent, or fail to give the foregoing
notice, the Trustee shall act as such and shall be entitled to appropriate
compensation in accordance with Section 7.07.

     

    The
Issuers initially appoint the Trustee as Registrar, Paying Agent and Agent for
service of notices and demands in connection with the Notes and this
Indenture.

     

    
      	
              SECTION
      2.05.

            	
              Paying Agent To Hold
      Money in Trust.

            


    

     

    Each
Paying Agent shall hold in trust for the benefit of the Holders or the Trustee
all money held by the Paying Agent for the payment of principal of or premium or
interest on the Notes (whether such money has been paid to it by the Issuer or
any other obligor on the Notes or the Guarantors), and the Issuers and the
Paying Agent shall notify the Trustee of any default by the Issuer (or any other
obligor on the Notes) in making any such payment.  Money held in trust
by the Paying Agent need not be segregated except as required by law and in no
event shall the Paying Agent be liable for any interest on any money received by
it hereunder.  The Issuers at any time may require the Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed and
the Trustee may at any time during the continuance of any Event of Default
specified in Section 6.01(1) or (2), upon written request to the Paying Agent,
require such Paying Agent to pay forthwith all money so held by it to the
Trustee and to account for any funds disbursed.  Upon making such
payment, the 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 the
Holders.  If the Trustee is not the Registrar, the Issuers shall
furnish to the Trustee 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 the Holders.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      2.07.

            	
              Transfer and
      Exchange.

            


    

     

    Subject
to Sections 2.16 and 2.17, when Notes are presented to the Registrar with a
request from the Holder of such Notes to register a transfer or to exchange them
for an equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer as requested.  Every Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Issuers and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing.  To permit
registrations of transfers and exchanges, the Issuer shall issue and execute and
the Trustee shall authenticate new Notes (and the Guarantors shall execute the
guarantee thereon) evidencing such transfer or exchange at the Registrar’s
request.  No service charge shall be made to the Holder for any
registration of transfer or exchange.  The Issuers may require from
the Holder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to
Section 2.11, 3.06, 4.08, 4.17 or 8.05 (in which events the Issuers shall
be responsible for the payment of such taxes).  Without the prior
consent of the Issuers, the Registrar shall not be required (1) to register the
transfer of or exchange any Note selected for redemption, (2) to register the
transfer of or exchange any Note for a period of 15 days immediately preceding a
selection of Notes to be redeemed or (3) to register the transfer or exchange of
a Note between a record date and the next succeeding Interest Payment
Date.

     

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

     

    Each
Holder of a Note agrees to indemnify the Issuers and the Trustee against any
liability that may result from the transfer, exchange or assignment of such
Holder’s Note in violation of any provision of this Indenture and/or applicable
U.S. federal or state securities law.

     

    Except as
expressly provided herein, neither the Trustee nor the Registrar shall have any
duty to monitor the Issuers’ compliance with or have any responsibility with
respect to the Issuers’ compliance with any federal or state securities
laws.

     

    
      	
              SECTION
      2.08.

            	
              Replacement
      Notes.

            


    

     

    If a
mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder
of a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Issuers shall issue and the Trustee shall authenticate a replacement Note (and
the Guarantors shall execute the guarantee thereon) if the Holder of such Note
furnishes to the Issuers and the Trustee evidence reasonably acceptable to them
of the ownership and the destruction, loss or theft of such Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met.  If required by the
Trustee or the Issuers, an indemnity bond shall be posted, sufficient in the
judgment of both to protect the Issuers, the Guarantors, the Trustee or any
Paying Agent from any loss or liability that any of them may suffer if such Note
is replaced and subsequently presented or claimed for payment.  The
Issuers may charge such Holder for the Issuers’ reasonable out-of-pocket
expenses in replacing such Note and the Trustee may charge the Issuers for the
Trustee’s expenses (including, without limitation, attorneys’ fees and
disbursements) in replacing such Note.  Every replacement Note shall
constitute a contractual obligation of the Issuers.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      2.09.

            	
              Outstanding
      Notes.

            


    

     

    The Notes
outstanding at any time are all Notes that have been authenticated by the
Trustee except for (a) those cancelled by it, (b) those delivered to
it for cancellation, (c) to the extent set forth in Sections 9.01 and
9.02, on or after the date on which the conditions set forth in Section 9.01 or
9.02 have been satisfied, those Notes theretofore authenticated and delivered by
the Trustee hereunder and (d) those described in this Section 2.09 as
not outstanding.  Subject to Section 2.10, a Note does not cease
to be outstanding because the Issuers or one of their Affiliates holds the
Note.

     

    If a Note
is replaced pursuant to Section 2.08, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser in whose hands such Note is a legal, valid and binding
obligation of the Issuers.

     

    If the
Paying Agent holds, in its capacity as such, on any maturity date, money
sufficient to pay all accrued interest and principal with respect to the Notes
payable on that date and is not prohibited from paying such money to the Holders
thereof pursuant to the terms of this Indenture, then on and after that date
such Notes cease to be outstanding and interest on them ceases to
accrue.

     

    
      	
              SECTION
      2.10.

            	
              Treasury
      Notes.

            


    

     

    In
determining whether the Holders of the required principal amount of Notes have
concurred in any declaration of acceleration or notice of default or direction,
waiver or consent or any amendment, modification or other change to this
Indenture, Notes owned by the Issuers or any other Affiliate of the Issuers
shall be disregarded as though they were not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent or any amendment, modification or other change
to this Indenture, only Notes as to which a Responsible Officer of the Trustee
has received an Officers’ Certificate stating that such Notes are so owned shall
be so disregarded.  Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee established to the satisfaction of
the Trustee the pledgee’s right so to act with respect to the Notes and that the
pledgee is not an Issuer, a Guarantor, any other obligor on the Notes or any of
their respective Affiliates.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      2.11.

            	
              Temporary
      Notes.

            


    

     

    Until
definitive Notes are prepared and ready for delivery, the Issuers may prepare
and the Trustee shall authenticate temporary Notes.  Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Issuers considers appropriate for temporary Notes.  Without
unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.  Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

     

    
      	
              SECTION
      2.12.

            	
              Cancellation.

            


    

     

    The
Issuers at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall (subject to the record-retention requirements of the Exchange Act) destroy
cancelled Notes.  The Issuers may not reissue or resell, or issue new
Notes to replace, Notes that the Issuers have redeemed or paid, or that have
been delivered to the Trustee for cancellation.

     

    
      	
              SECTION
      2.13.

            	
              Defaulted
      Interest.

            


    

     

    If the
Issuers default on a payment of interest on the Notes, it shall pay the
defaulted interest, plus (to the extent permitted by law) any interest payable
on the defaulted interest, in accordance with the terms hereof, to the Persons
who are Holders on a subsequent special record date, which date shall be at
least five Business Days prior to the payment date.  The Issuers shall
fix such special record date and payment date in a manner satisfactory to the
Trustee.  At least 10 days before such special record date, the
Issuers shall mail to each Holder a notice that states the special record date,
the payment date and the amount of defaulted interest, and interest payable on
defaulted interest, if any, to be paid.  The Issuers may make payment
of any defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Notes may
be listed and, upon such notice as may be required by such exchange, if, after
written notice given by the Issuers to the Trustee of the proposed payment
pursuant to this sentence, such manner of payment shall be deemed practicable by
the Trustee.

     

    
      	
              SECTION
      2.14.

            	
              CUSIP
      Number.

            


    

     

    The
Issuers in issuing the Notes may use a “CUSIP” number, and if so, such CUSIP
number shall be included in notices of redemption or exchange as a convenience
to Holders; provided, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.  The Issuers shall promptly notify the Trustee of any such
CUSIP number used by the Issuers in connection with the issuance of the Notes
and of any change in the CUSIP number.

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      2.15.

            	
              Deposit of Moneys; PIK
      Payment.

            


    

     

    (a)           Prior
to 10:00 a.m., New York City time, on each Interest Payment Date and maturity
date, the Issuers shall have deposited with the Paying Agent in immediately
available funds money sufficient to make cash payments, if any, due on such
Interest Payment Date or maturity date, as the case may be, in a timely manner
which permits the Trustee to remit payment to the Holders on such Interest
Payment Date or maturity date, as the case may be.  The principal and
interest on Global Notes shall be payable to the Depository or its nominee, as
the case may be, as the sole registered owner and the sole holder of the Global
Notes represented thereby.  The principal and interest on Physical
Notes shall be payable, either in person or by mail, at the office of the Paying
Agent.

     

    (b)           Notwithstanding
the foregoing, on the first Interest Payment Date, if the Consolidated Fixed
Charge Coverage Ratio, calculated assuming the payment of interest due on such
date in cash, does not exceed 1.75 to 1.00 as set forth in paragraph 1 of the
Notes, the Issuers are entitled to, without the consent of the Holders and
without regard to Section 4.06 hereof, make a PIK Payment based on an
annual rate of 13.05% for such one interest payment period only.  Such
PIK Payment shall be made (x) with respect to Notes represented by one or more
Global Notes registered in the name of, or held by, the Depository or its
nominee on the relevant record date, by increasing the principal amount of the
outstanding Notes represented by such Global Notes by the amount of the PIK
Payment due on such Notes (rounded up to the nearest $1.00) and (y) with respect
to Notes represented by Physical Notes, by causing the issuance and
authentication pursuant to Section 2.01 hereof of Additional Notes in an
aggregate principal amount equal to the PIK Payment due on such Notes (rounded
up to the nearest $1.00) and the Trustee will, at the request of the Issuers,
authenticate and deliver such Additional Notes as Physical Notes with the
Private Placement Legend affixed for original issuance to the Holders on the
record date.  Any Physical Notes issued as a PIK Payment will be
issued with the description “PIK” on the face of such Additional
Note.  To make the PIK Payment the Issuers shall provide notice to the
Trustee of the exercise of their option to make a PIK Payment, and the resulting
increase in the principal amount of the Global Notes, and shall have caused the
issuance of any Additional Notes required, prior to 10:00 am, New York City
time, on the first Interest Payment Date.

     

    
      	
              SECTION
      2.16.

            	
              Book-Entry Provisions
      for Global Notes.

            


    

     

    (a)           Rule
144A Notes and Other Notes issued to Accredited Investors initially shall be
represented by one or more notes in registered, global form without interest
coupons (collectively, the “Restricted Global
Note”); provided that if an Accredited Investor may not hold an interest
in the Restricted Global Note, such Accredited Investor shall receive a Physical
Note, in each case, bearing the Private Placement Legend.  Regulation
S Notes initially shall be represented by one or more notes in registered,
global form without interest coupons (collectively, the “Regulation S Global
Note,” and, together with the Restricted Global Note and any other global
notes representing Notes, the “Global
Notes”).  The Global Notes shall bear legends as set forth in
Exhibit
E.  The Global Notes 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 (or, in the case of the Regulation S
Global Notes, of Euroclear System (“Euroclear”) and Cedel
Bank, S.A. (“CEDEL”)), (ii) be
delivered to the Trustee as custodian for such Depository and (iii) bear
legends as set forth in Exhibit B with
respect to Restricted Global Notes and Exhibit C with
respect to Regulation S Global Notes.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    Members
of, or direct or indirect participants in, the Depository (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Notes, and the Depository may be treated by the Issuers, the Trustee and
any agent of the Issuers or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Issuers, the Trustee or any agent of the Issuers 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 Note.

     

    (b)           Transfers
of Global Notes 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 Notes may be transferred or exchanged for
Physical Notes in accordance with the rules and procedures of the Depository and
the provisions of Section 2.17.  In addition, a Global Note shall be
exchangeable for Physical Notes if (i) the Depository (x) notifies the Issuers
that it is unwilling or unable to continue as depository for such Global Note
and the Issuers thereupon fail to appoint a successor depository or (y) has
ceased to be a clearing agency registered under the Exchange Act, (ii) the
Issuers, at their option, notify the Trustee in writing that they elect to cause
the issuance of such Physical Notes or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Notes.  In all
cases, Physical Notes delivered in exchange for any Global Note 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).

     

    (c)           In
connection with any transfer or exchange of a portion of the beneficial interest
in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar
shall (if one or more Physical Notes are to be issued) reflect on its books and
records the date and a decrease in the principal amount of the Global Note in an
amount equal to the principal amount of the beneficial interest in the Global
Note to be transferred, and the Issuers shall execute, and the Trustee shall
upon receipt of a written order from the Issuers authenticate and make available
for delivery, one or more Physical Notes of like tenor and amount.

     

    (d)           In
connection with the transfer of Global Notes as an entirety to beneficial owners
pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to
the Trustee for cancellation, and the Issuers shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by the
Depository in writing in exchange for its beneficial interest in the Global
Notes, an equal aggregate principal amount of Physical Notes of authorized
denominations.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    (e)           Any
Physical Note constituting a Restricted Note delivered in exchange for an
interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as
otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the
Private Placement Legend or, in the case of the Regulation S Global Note, the
legend set forth in Exhibit C, in each
case, unless the Issuers determine otherwise in compliance with applicable
law.

     

    (f)           
On or prior to the 40th day after the later of the commencement of the offering
of the Notes represented by the Regulation S Global Note and the issue date of
such Notes (such period through and including such 40th day, the “Restricted Period”),
a beneficial interest in a Regulation S Global Note may be transferred to a
Person who takes delivery in the form of an interest in the corresponding
Restricted Global Note only upon receipt by the Trustee of a written
certification from the transferor to the effect that such transfer is being made
(i)(a) to a Person whom the transferor reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A or
(b) pursuant to another exemption from the registration requirements under the
Securities Act which is accompanied by an Opinion of Counsel regarding the
availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States or any other
jurisdiction.

     

    (g)           Beneficial
interests in the Restricted Global Note may be transferred to a Person who takes
delivery in the form of an interest in the Regulation S Global Note, whether
before or after the expiration of the Restricted Period, only if the transferor
first delivers to the Trustee a written certificate to the effect that such
transfer is being made in accordance with Rule 903 or 904 of Regulation S or
Rule 144 (if available) and that, if such transfer occurs prior to the
expiration of the Restricted Period, the interest transferred will be held
immediately thereafter through Euroclear or CEDEL.

     

    (h)           Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in another Global Note shall, upon
transfer, cease to be an interest in such Global Note and become an interest in
such other Global Note and, accordingly, shall thereafter be subject to all
transfer restrictions and other procedures applicable to beneficial interests in
such other Global Note for as long as it remains such an interest.

     

    (i)           
The Holder of any Global Note may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.

     

    
      	
              SECTION
      2.17.

            	
              Special Transfer
      Provisions.

            


    

     

    (a)           Transfers to Non-U.S.
Persons.  The following provisions shall apply with respect to
the registration of any proposed transfer of a Note constituting a Restricted
Note to any Non-U.S. Person:

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    (i)    the Registrar
shall register the transfer of any Note constituting a Restricted Note, whether
or not such Note bears the Private Placement Legend, to a Non-U.S. Person
(including a QIB) if the proposed transferor has delivered to the Registrar a
certificate substantially in the form of Exhibit F hereto;
provided that in the
case of any transfer of a Note bearing the Private Placement Legend for a Note
not bearing the Private Placement Legend, the Registrar has received an
Officers’ Certificate authorizing such transfer; and

     

    (ii)    if the
proposed transferor is an Agent Member holding a beneficial interest in a Global
Note, upon receipt by the Registrar of (x) the certificate, if any, required by
paragraph (i) above and (y) instructions given in accordance with the
Depository’s and the Registrar’s procedures,

     

    whereupon
(a) the Registrar shall reflect on its books and records the date and (if the
transfer does not involve a transfer of outstanding Physical Notes) a decrease
in the principal amount of a Global Note in an amount equal to the principal
amount of the beneficial interest in a Global Note to be transferred, and
(b) the Registrar shall reflect on its books and records the date and an
increase in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note transferred or
the Issuers shall execute and the Trustee shall authenticate and make available
for delivery one or more Physical Notes of like tenor and amount.

     

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

     

    (i)    the Registrar
shall register the transfer if such transfer is being made by a proposed
transferor who has checked the box provided for on such Holder’s Note stating,
or has otherwise advised the Issuers and the Registrar in writing, that the sale
has been made in compliance with the provisions of Rule 144A to a transferee who
has signed the certification provided for on such Holder’s Note stating, or has
otherwise advised the Issuers and the Registrar in writing, that it is
purchasing the Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a QIB
within the meaning of Rule 144A, and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuers as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; and

     

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

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    (c)           Private Placement
Legend.  Upon the registration of transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement
Legend.  Upon the registration of transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Registrar shall deliver only
Notes that bear the Private Placement Legend unless (i) there is delivered
to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuers
and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (ii) such Note has been sold pursuant to an
effective registration statement under the Securities Act and the Registrar has
received an Officers’ Certificate from the Issuer to such effect.

     

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

     

    The
Registrar shall retain for a period of two years copies of all letters, notices
and other written communications received pursuant to Section 2.16 or this
Section 2.17.  The Issuers shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the
Registrar.

     

    
      	
              SECTION
      2.18.

            	
              Computation of
      Interest.

            


    

     

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

     

    ARTICLE
THREE

     

    REDEMPTION

     

    
      	
              SECTION
      3.01.

            	
              Election To Redeem;
      Notices to Trustee.

            


    

     

    If the
Issuers elect to redeem Notes pursuant to paragraph 5 of the Notes, at least 45
days prior to the Redemption Date (unless a shorter notice shall be agreed to in
writing by the Trustee) but not more than 65 days before the Redemption Date,
the Issuers shall notify the Trustee in writing of the Redemption Date, the
principal amount of Notes to be redeemed and the redemption price, and deliver
to the Trustee an Officers’ Certificate stating that such redemption shall
comply with the conditions contained in paragraph 5 of the
Notes.  Notice given to the Trustee pursuant to this Section 3.01 may
not be revoked after the time that notice is given to Holders pursuant to
Section 3.03.

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      3.02.

            	
              Selection by Trustee
      of Notes To Be Redeemed.

            


    

     

    In the
event that less than all of the Notes are to be redeemed at any time pursuant to
paragraph 5 of the Notes, selection of the Notes for redemption will be made by
the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not then listed on a national security exchange, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a
principal amount of $1,000 or less shall be redeemed in part.  In
addition, if a partial redemption is made pursuant to the second paragraph of
paragraph 5 of the Notes, selection of the Notes or portions thereof for
redemption shall be made by the Trustee only on a pro rata basis or on as
nearly a pro rata
basis as is
practicable (subject to the procedures of the Depository), unless that method is
otherwise prohibited.  The Trustee shall promptly notify the Issuers
of the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the principal amount thereof to be redeemed.  The
Trustee may select for redemption portions of the principal of the Notes that
have denominations larger than $1,000.  For all purposes of this
Indenture unless the context otherwise requires, provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes called
for redemption.  The Issuers may acquire Notes by means other than
redemption, whether pursuant to an Issuer tender offer, open market purchase or
otherwise; provided
such acquisition does not otherwise violate the other terms of this
Indenture.

     

    
      	
              SECTION
      3.03.

            	
              Notice of
      Redemption.

            


    

     

    At least
30 days, and no more than 60 days, before a Redemption Date, the Issuer shall
mail, or cause to be mailed, a notice of redemption by first-class mail to each
Holder of Notes to be redeemed at his or her last address as the same appears on
the registry books maintained by the Registrar pursuant to Section 2.04, except
that such redemption notice may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with a satisfaction and
discharge of this Indenture.

     

    The
notice shall identify the Notes to be redeemed (including the CUSIP numbers
thereof) and shall state:

     

    (1)            the
Redemption Date;

     

    (2)            the
redemption price and the amount of premium and accrued interest to be
paid;

     

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

     

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

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

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

     

    (6)    that unless
the Issuer defaults in making the redemption payment, interest on Notes called
for redemption ceases to accrue on and after the Redemption Date;

     

    (7)    the provision
of paragraph 5 of the Notes, as the case may be, pursuant to which the Notes
called for redemption are being redeemed;

     

    (8)    the aggregate
principal amount of Notes that are being redeemed; and

     

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

     

    At the
Issuers’ written request made at least five Business Days prior to the date on
which notice is to be given, the Trustee shall give the notice of redemption, in
the form prepared by the Issuers, in the Issuers’ name and at the Issuers’ sole
expense.

     

    
      	
              SECTION
      3.04.

            	
              Effect of Notice of
      Redemption.

            


    

     

    Once the
notice of redemption described in Section 3.03 is mailed, Notes called for
redemption become due and payable on the Redemption Date and at the redemption
price, including any premium, plus interest accrued to the Redemption
Date.  Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price, including any premium, plus interest accrued to the
Redemption Date, provided 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 Notes registered on the relevant record date, and provided, further, that if a Redemption
Date is a Legal Holiday, payment shall be made on the next succeeding Business
Day and no interest shall accrue for the period from such Redemption Date to
such succeeding Business Day.

     

    
      	
              SECTION
      3.05.

            	
              Deposit of Redemption
      Price.

            


    

     

    On or
prior to 10:00 A.M., New York City time, on each Redemption Date, the
Issuer shall deposit with the Paying Agent in immediately available funds money
sufficient to pay the redemption price of, including premium, if any, and
accrued interest on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date which have been delivered by
the Issuers to the Trustee for cancellation.

     

    On and
after any Redemption Date, if money sufficient to pay the redemption price of,
including premium, if any, and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the redemption price of
and, subject to the first proviso in Section 3.04, accrued and unpaid interest
on such Notes to the Redemption Date.  If any Note surrendered for
redemption shall not be so paid, interest will be paid, from the Redemption Date
until such redemption payment is made, on the unpaid principal of the Note and
any interest not paid on such unpaid principal, in each case, at the rate and in
the manner provided in the Notes.

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      3.06.

            	
              Notes Redeemed in
      Part.

            


    

     

    Upon
surrender of a Note that is redeemed in part, the Trustee shall authenticate for
the Holder thereof a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.

     

    ARTICLE
FOUR

     

    COVENANTS

     

    
      	
              SECTION
      4.01.

            	
              Payment of
      Notes.

            


    

     

    The
Issuers shall pay the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and this Indenture.  An installment
of principal or interest shall be considered paid on the date it is due if the
Trustee or Paying Agent holds on that date money designated for and sufficient
to pay such installment, or if a PIK Payment is to be made pursuant to paragraph
1 of the Notes, Additional Notes have been authenticated and delivered pursuant
to Section 2.01 hereof or the Trustee has been notified of an increase in the
principal amount of the Global Notes pursuant to Section 2.15
hereof.

     

    The
Issuers shall pay interest on overdue principal (including post-petition
interest in a proceeding under any Bankruptcy Law), and overdue interest, to the
extent lawful, at the rate specified in the Notes.

     

    
      	
              SECTION
      4.02.

            	
              Reports to
      Holders.

            


    

     

    So long
as any Notes are outstanding, the Issuer shall furnish to each Holder of Notes
and file with the Trustee:

     

    (1)    quarterly and
annual financial statements prepared in accordance with GAAP and, with respect
to the annual information only, a report on the annual financial statements by
the Issuer’s certified independent accountants, in each case, at the times and
in the form such financial statements are provided to lenders to the Issuers
pursuant to the Credit Facilities; and

     

    (2)    all other
financial reports and other information provided to lenders to the Issuers
pursuant to the Credit Facilities.

     

    The
Issuer, the Co-Issuer and the Guarantors have agreed that, for so long as any
Notes remain outstanding, the Issuer shall furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt thereof shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein including the Issuer’s compliance with any
covenant hereunder (as to which the Trustee is entitled to rely conclusively on
Officer’s Certificates).  The Trustee is under no obligation to
examine such reports, information or documents to ensure compliance with the
provisions of this Indenture or to ascertain the correctness or otherwise of the
information on statements contained therein.  The Trustee is entitled
to assume such compliance and correctness unless a Responsible Officer of the
Trustee is informed otherwise.

     

    
      	
              SECTION
      4.03.

            	
              Waiver of Stay,
      Extension or Usury Laws.

            


    

     

    Each of
the Issuers and each Guarantor covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, or plead (as a defense or
otherwise) or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law which would prohibit
or forgive any such Issuer and such Guarantor from paying all or any portion of
the principal of, premium, if any, and/or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that they may lawfully do so) each such Issuer and such Guarantor hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

     

    
      	
              SECTION
      4.04.

            	
              Compliance
      Certificate.

            


    

     

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

     

    (b)           The
Issuers and the Guarantors shall, so long as any of the Notes are outstanding,
deliver to the Trustee, within five (5) Business Days upon any Officer becoming
aware of any Default, an Officers’ Certificate specifying such Default and what
action the Issuers and the Guarantors are taking or propose to take with respect
thereto.

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    (c)           The
Issuers’ fiscal year currently ends on May 31.  The Issuer will
provide written notice to the Trustee of any change in its fiscal
year.

     

    Except
with respect to receipt of payments hereunder and any Default or Event of
Default information contained in the Officer’s Certificate delivered to it
pursuant to this Section 4.04(a) or (b), the Trustee shall have no duty to
review, ascertain or confirm the Issuer’s compliance with or breach of any
representation, warranty or covenant made in this Indenture.

     

    
      	
              SECTION
      4.05.

            	
              Taxes.

            


    

     

    The
Issuers and the Guarantors shall, and shall cause each of their Subsidiaries to,
pay prior to delinquency all material taxes, assessments, and governmental
levies except as contested in good faith and by appropriate
proceedings.

     

    
      	
              SECTION
      4.06.

            	
              Limitations on
      Additional Indebtedness.

            


    

     

    The
Issuers shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, incur any Indebtedness; provided, however, that so long as no
Default shall have occurred and be continuing at the time of or as a consequence
of the incurrence of the following Indebtedness, incurrence of each of the
following shall be permitted (the “Permitted
Indebtedness”):

     

    (1)           Indebtedness
of the Issuer and any Restricted Subsidiary under the Credit Facilities in an
aggregate amount outstanding at the time of incurrence not to exceed the amount
of the Borrowing Base as of the date of such incurrence (provided that, in
calculating compliance with this Section 4.06, accrued interest, fees and
expenses related to the Credit Facilities shall not be considered outstanding
Indebtedness to the extent they are not considered outstanding Indebtedness in
calculating availability under the Borrowing Base under the Credit Facilities
and provided further that it shall not constitute a Default of this Section 4.06
if Indebtedness is incurred in error in excess of the Borrowing Base as so
calculated so long as such excess amount is repaid to the lenders under the
Credit Facilities within five (5) Business Days of discovery of such
error);

     

    (2)           the
Notes and the Note Guarantees issued on the Issue Date and any of the Issuer’s
9.5% senior subordinated notes and the related note guarantees in respect
thereof not exchanged in the Exchange Offer;

     

    (3)           Indebtedness
of the Issuer and the Restricted Subsidiaries to the extent outstanding on the
Issue Date (other than Indebtedness referred to in clauses (1), (2) or
(5));

     

    (4)           Indebtedness
of the Issuer and the Restricted Subsidiaries under Hedging Obligations entered
into for bona fide
hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose
of speculation; provided, however, that in the case of
Hedging Obligations relating to interest rates, (a) such Hedging
Obligations relate to payment obligations on Indebtedness otherwise permitted to
be incurred by this Section 4.06 and (b) the notional principal amount of
such Hedging Obligations at the time incurred does not exceed the principal
amount of the Indebtedness to which such Hedging Obligations
relate;

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    (5)           Indebtedness
of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary owed to the Issuer or any other Restricted Subsidiary; provided, however, that (a) any
Indebtedness of the Issuer owed to a Restricted Subsidiary is unsecured and
subordinated, pursuant to a written agreement, to the Issuer’s Obligations,
under the Notes and this Indenture and (b) upon any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed
to any Person other than the Issuer or a Restricted Subsidiary, the Issuer or
such Restricted Subsidiary, as applicable, shall be deemed to have incurred
Indebtedness not permitted by this clause (5);

     

    (6)           Indebtedness
in respect of bid, performance or surety bonds issued for the account of the
Issuer or any Restricted Subsidiary in the ordinary course of business (in each
case other than for an obligation for money borrowed);

     

    (7)           Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however, that such
Indebtedness is extinguished within five (5) Business Days of
incurrence;

     

    (8)           Indebtedness
arising in connection with endorsement of instruments for deposit in the
ordinary course of business;

     

    (9)           Indebtedness
owed to a seller of Developed Land under the terms of which the Issuer or such
Restricted Subsidiary, as obligor, is required to make a payment upon the future
sale of such Developed Land in an amount not to exceed 5% of the gross sales
price or, in the case of profit sharing agreements between such seller and the
Issuer or such Restricted Subsidiary, an amount that is reasonable and customary
in the industry and market;

     

    (10)           Indebtedness
owing under Capitalized Lease Obligations incurred in the ordinary course of
business for the acquisition of office equipment and other personal property not
to exceed $250,000 in any single instance;

     

    (11)           Refinancing
Indebtedness with respect to Indebtedness incurred pursuant to clause (1), (2)
or (3) above or this clause (11) or (12) or (13) below;

     

    (12)           up
to $30,000,000 of Indebtedness outstanding at any one time incurred solely for
the acquisition of real estate assets, borrowed from third parties unaffiliated
with the Permitted Holders which Indebtedness may rank senior in priority in
right of payment to the Notes; provided that to the extent any or all of such
Indebtedness is secured from parties affiliated with the Permitted Holders, such
Indebtedness shall rank no higher than pari passu in right of
payment with the Notes; and

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    (13)           up
to $30,000,000 of Indebtedness outstanding at any one time ranking pari passu in right of
payment with the Notes; provided that in no event shall the aggregate of
Indebtedness incurred pursuant to clause (12) above and this clause (13) exceed
the sum of $60,000,000.

     

    For
purposes of determining compliance with this Section 4.06, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (13) above, the Issuer
shall, in its sole discretion, classify or later reclassify such item of
Indebtedness and may divide and classify such Indebtedness in more than one of
the types of Indebtedness described, except that Indebtedness outstanding under
the Credit Facilities on the Issue Date shall be deemed to have been incurred
under clause (1) above.  The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms and the
reclassification of preferred equity as Indebtedness due to a change in
accounting principles will not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.06.  In addition, for purposes of
determining any particular amount of Indebtedness under this Section 4.06,
guarantees, Liens or letter of credit obligations supporting Indebtedness
otherwise included in the determination of such particular amount shall not be
included so long as incurred by a Person that could have incurred such
Indebtedness.

     

    
      	
              SECTION
      4.07.

            	
              Limitations on
      Restricted Payments.

            


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, make any Restricted Payment if at the time of such Restricted
Payment:

     

    (1)    a Default
shall have occurred and be continuing or shall occur as a consequence thereof;
or

     

    (2)    the amount of
such Restricted Payment, when added to the aggregate amount of all other
Restricted Payments made after the Issue Date (other than Restricted Payments
made pursuant to clause (2) or (3) of the next paragraph), exceeds the lesser of
(i) the aggregate amount of principal and interest payments paid in cash on the
Notes since the Issue Date and (ii) 30% of the cumulative Consolidated Net
Income for the period (taken as one accounting period) from the Issue Date to
and including the last day of the fiscal quarter ended immediately prior to the
date of such calculation for which consolidated financial statements are
available (the “Restricted Payments
Basket”).

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    The
foregoing provisions will not prohibit:

     

    (1)           so
long as no Default shall have occurred and be continuing at the time of or as a
consequence of such redemption, the redemption of Subordinated Indebtedness of
the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the
proceeds of the substantially concurrent (taking into account any tender period
required by law) issuance and sale of, Qualified Equity Interests or (b) in
exchange for, or out of the proceeds of the substantially concurrent (taking
into account any tender period required by law) incurrence of, Refinancing
Indebtedness permitted to be incurred under Section 4.06 and the other terms of
this Indenture; provided
that a pro rata portion of the Notes are redeemed substantially
concurrent with the redemption of any such Subordinated
Indebtedness;

     

    (2)           so
long as no Default shall have occurred and be continuing at the time of or as a
consequence of such redemption, the redemption of Equity Interests of the Issuer
held by officers, directors or employees or former officers, directors or
employees (or their transferees, estates or beneficiaries under their estates),
upon their death, disability, retirement, severance or termination of employment
or service; provided,
however, that the
aggregate cash consideration paid for all such redemptions shall not exceed $2.0
million in the aggregate;

     

    (3)           the
payment of dividends, or distributions or amounts by the Issuer to all holders
of Equity Interests of the Issuer with respect to deemed tax obligations of any
such equity holders attributable to the income of the Issuer and its
Subsidiaries by virtue of the Issuer being a pass-through entity for federal or
state income tax purposes; provided, however, that (a) the amount
of dividends or distributions paid pursuant to this clause (3) shall be limited
to a deemed combined federal and state tax rate of 40% of the Consolidated Net
Income of the Issuer allocated to the holders of its Equity Interests for income
tax purposes (before taking into account the Built in Loss and any such gain
included in such Consolidated Net Income resulting from forgiveness of
indebtedness income realized as a result of the exchange of the 9.5% senior
subordinated notes for the Notes in the Exchange Offer); and provided further such 40%
deemed rate shall be subject to adjustment to reflect changes to applicable
federal and state tax rates as approved from time to time by the Independent
Director in his or her reasonable judgment; or

     

    (4)           repurchases
of Equity Interests deemed to occur upon the exercise of stock options if the
Equity Interests represent a portion of the exercise price thereof.

     

    
      	
              SECTION
      4.08.

            	
              Limitations on Asset
      Sales.

            


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless:

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

    (1)    the Issuer or
such Restricted Subsidiary receives consideration at the time of such Asset Sale
at least equal to the Fair Market Value of the assets included in such Asset
Sale; and

     

    (2)    at least 75%
of the total consideration received in such Asset Sale or series of related
Asset Sales consists of cash or Cash Equivalents.

     

    For
purposes of clause (2) of the preceding paragraph, the following shall be deemed
to be cash:

     

    (a)           the
amount (without duplication) of any Indebtedness (other than Subordinated
Indebtedness) of the Issuer or such Restricted Subsidiary that is expressly
assumed by the transferee in such Asset Sale and with respect to which the
Issuer or such Restricted Subsidiary, as the case may be, is unconditionally
released by the holder of such Indebtedness;

     

    (b)           the
amount of any obligations received from such transferee that are within 30 days
converted by the Issuer or such Restricted Subsidiary to cash (to the extent of
the cash actually so received); and

     

    (c)           the
Fair Market Value of any assets (other than securities, unless such securities
represent Equity Interests in an entity engaged in the business of the Issuer,
such entity becomes a Restricted Subsidiary and the Issuer or a Restricted
Subsidiary acquires voting and management control of such entity) received by
the Issuer or any Restricted Subsidiary to be used by it in the business of the
Issuer or such Restricted Subsidiary.

     

    If at any
time any non-cash consideration received by the Issuer or any Restricted
Subsidiary, as the case may be, in connection with any Asset Sale is repaid or
converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then the date of such
repayment, conversion or disposition shall be deemed to constitute the date of
an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied
in accordance with this Section 4.08.

     

    If the
Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or such
Restricted Subsidiary shall, no later than 365 days following the consummation
thereof, apply all or any of the Net Available Proceeds therefrom
to:

     

    (1)           repay
any Senior Indebtedness; and/or

     

    (2)           invest
all or any part of the Net Available Proceeds thereof in the purchase of assets
(other than securities, unless such securities represent Equity Interests in an
entity engaged in the business of the Issuer or such Restricted Subsidiary, such
entity becomes a Restricted Subsidiary and the Issuer or a Restricted Subsidiary
acquires voting and management control of such entity) to be used by the Issuer
or any Restricted Subsidiary in the business of the Issuer or such Restricted
Subsidiary; and/or

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    (3)           make
a Net Proceeds Offer (and redeem Pari Passu Indebtedness) in accordance with the
procedures described below and in this Indenture.

     

    The
amount of Net Available Proceeds not applied or invested as provided in this
paragraph will constitute “Excess
Proceeds.”

     

    When the
aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the
Issuers shall be required to make an Offer to Purchase from all Holders and, if
applicable, repurchase or redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuers the provisions of which require the Issuers to
repurchase or redeem such Indebtedness with the proceeds from any Asset Sales
(or offer to do so), in an aggregate principal amount of Notes and such Pari
Passu Indebtedness equal to the amount of such Excess Proceeds as
follows:

     

    (1)           the
Issuers shall (a) make an Offer to Purchase (a “Net Proceeds Offer”)
to all Holders in accordance with the procedures set forth in this Indenture,
and (b) repurchase or redeem (or make an offer to do so) any such other Pari
Passu Indebtedness, pro
rata in proportion to the respective principal amounts of the Notes and
such other Indebtedness required to be redeemed, the maximum principal amount of
Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the
“Payment
Amount”) of such Excess Proceeds;

     

    (2)           the
offer price for the Notes shall be payable in cash in an amount equal to 100% of
the principal amount of the Notes tendered pursuant to a Net Proceeds Offer,
plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds
Offer is consummated (the “Offered Price”), in
accordance with the procedures set forth in this Indenture and the redemption
price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness
Price”) shall be as set forth in the related documentation governing such
Indebtedness;

     

    (3)           if
the aggregate Offered Price of Notes validly tendered and not withdrawn by
Holders thereof exceeds the pro rata portion of the
Payment Amount allocable to the Notes, Notes to be purchased shall be selected
on a pro rata basis;
and

     

    (4)           upon
completion of such Net Proceeds Offer in accordance with the foregoing
provisions, the amount of Excess Proceeds with respect to which such Net
Proceeds Offer was made shall be deemed to be zero.

     

    To the
extent that the sum of the aggregate Offered Price of Notes tendered pursuant to
a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the
holders of such Pari Passu Indebtedness is less than the Payment Amount relating
thereto (such shortfall constituting a “Net Proceeds
Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes, subject to the provisions of
this Indenture.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    In the
event of the transfer of substantially all (but not all) of the assets of the
Issuer and the Restricted Subsidiaries as an entirety to a Person in a
transaction covered by and effected in accordance with Section 5.01, the
successor shall be deemed to have sold for cash at Fair Market Value the assets
of the Issuer and the Restricted Subsidiaries not so transferred for purposes of
this Section 4.08, and the successor shall comply with the provisions of this
Section 4.08 with respect to such deemed sale as if it were an Asset Sale (with
such Fair Market Value being deemed to be Net Available Proceeds for such
purpose).

     

    The
Issuers shall comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer.  To the extent that the provisions of any securities
laws or regulations conflict with this Section 4.08, the Issuers shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached their obligations under this Section 4.08 by virtue of this
compliance.

     

    
      	
              SECTION
      4.09.

            	
              Limitations on
      Transactions with
Affiliates.

            


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, in one transaction or a series of related transactions, sell, lease,
transfer or otherwise dispose of any of its assets to, or purchase any assets
from, or enter into any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (an “Affiliate
Transaction”), unless:

     

    (1)    such
Affiliate Transaction is on terms that are no less favorable to the Issuer or
the relevant Restricted Subsidiary than those that may have been obtained in a
comparable transaction at such time on an arm’s-length basis by the Issuer or
such Restricted Subsidiary from a Person that is not an Affiliate of the Issuer
or such Restricted Subsidiary; and

     

    (2)    the Issuer
delivers to the Trustee:

     

    (a)           with
respect to any Affiliate Transaction involving aggregate value in excess of
$5.0 million, an Officers’ Certificate certifying that such Affiliate
Transaction complies with clause (1) above and either (x) a
Secretary’s Certificate which sets forth and authenticates a resolution that has
been adopted by a majority of the disinterested members of the Board of
Directors of the Issuer approving such Affiliate Transaction or (y) a
Secretary’s Certificate which sets forth and authenticates a resolution that has
been adopted by the Board of Directors of the Issuer approving such Affiliate
Transaction together with the written opinion or appraisal described in
clause (b) below; and

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    (b)           with
respect to any Affiliate Transaction involving aggregate value of $10.0 million
or more, the certificates described in the preceding clause (a) and either
(x) a written opinion as to the fairness of such Affiliate Transaction to
the Issuer or such Restricted Subsidiary from a financial point of view or
(y) a written appraisal supporting the value of such Affiliate Transaction,
in either case, issued by an Independent Financial Advisor.

     

    The
foregoing restrictions shall not apply to:

     

    (1)           transactions
exclusively between or among (a) the Issuer and one or more Restricted
Subsidiaries or (b) Restricted Subsidiaries; provided, however, in each case, that
no Affiliate of the Issuer (other than another Restricted Subsidiary) owns
Equity Interests of any such Restricted Subsidiary;

     

    (2)           reasonable
director, officer, employee and consultant compensation (including bonuses) and
other benefits (including retirement, health, stock and other benefit plans) and
indemnification arrangements;

     

    (3)           loans
and advances permitted by clause (3) of the definition of “Permitted
Investments”;

     

    (4)           Restricted
Payments which are made in accordance with Section 4.07;

     

    (5)           any
agreement as in effect as of the Issue Date and disclosed in the Offering
Memorandum or in any document incorporated by reference therein or any
extension, amendment or modification thereto (so long as any such extension,
amendment or modification satisfies the requirements set forth in clause (1) of
the first paragraph of this Section 4.09) or any transaction contemplated by
such agreement; or

     

    (6)           any
transaction with a joint venture or similar entity which would constitute an
Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns
an equity interest in or otherwise controls such joint venture or similar
entity; provided, however, that no Affiliate of
the Issuer or any of its Subsidiaries other than the Issuer or a Restricted
Subsidiary shall have a beneficial interest or otherwise participate in such
joint venture or similar entity.

     

    
      	
              SECTION
      4.10.

            	
              Limitations on
      Liens.

            


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or permit or suffer to exist any Lien (other
than Permitted Liens) of any nature whatsoever against any assets of the Issuer
or any Restricted Subsidiary (including Equity Interests of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien
secures Indebtedness or trade payables or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom, unless
contemporaneously therewith:

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    (1)    in the case
of any Lien securing an obligation that ranks pari passu with the Notes or
a Note Guarantee, effective provision is made to secure the Notes or such Note
Guarantee, as the case may be, at least equally and ratably with or prior to
such obligation with a Lien on the same collateral; and

     

    (2)    in the case
of any Lien securing an obligation that is subordinated in right of payment to
the Notes or a Note Guarantee, effective provision is made to secure the Notes
or such Note Guarantee, as the case may be, with a Lien on the same collateral
that is prior to the Lien securing such subordinated obligation,

     

    in each
case, for so long as such obligation is secured by such Lien.

     

    
      	
              SECTION
      4.11.

            	
              Additional Note
      Guarantees.

            


    

     

    If, after
the Issue Date, (a) the Issuer or any Restricted Subsidiary shall acquire or
create another Subsidiary (other than a Subsidiary that has been designated an
Unrestricted Subsidiary) or (b) any Unrestricted Subsidiary is redesignated a
Restricted Subsidiary, then, in each such case, the Issuer shall cause such
Restricted Subsidiary to:

     

    (1)    execute and
deliver to the Trustee (a) a supplemental indenture in form and substance
satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Issuer’s obligations under the Notes and
this Indenture and (b) a notation of guarantee in respect of its Note Guarantee;
and

     

    (2)    deliver to
the Trustee one or more Opinions of Counsel that such supplemental indenture (a)
has been duly authorized, executed and delivered by such Restricted Subsidiary
and (b) constitutes a valid and legally binding obligation of such Restricted
Subsidiary in accordance with its terms;

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    provided that in respect of
any newly created Restricted Subsidiary, the Issuer shall deliver the executed
documentation set forth in clauses (1) and (2) above with respect to such newly
created Restricted Subsidiary(ies) within ten (10) days of  the end of
the fiscal quarter in which such Restricted Subsidiary was created.

     

    
      	
              SECTION
      4.12.

            	
              Limitations on
      Dividend and Other Restrictions Affecting Restricted
      Subsidiaries.

            	 


    

     

    The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to:

     

    (1)           pay
dividends or make any other distributions on or in respect of its Equity
Interests;

     

    (2)           make
loans or advances or pay any Indebtedness or other obligation owed to the Issuer
or any other Restricted Subsidiary; or

     

    (3)           transfer
any of its assets to the Issuer or any other Restricted Subsidiary; except
for:

     

    (a)           encumbrances
or restrictions existing under or by reason of applicable law;

     

    (b)           encumbrances
or restrictions existing under this Indenture, the Notes and the Note
Guarantees;

     

    (c)           non-assignment
provisions of any contract or any lease entered into in the ordinary course of
business;

     

    (d)          encumbrances
or restrictions existing under agreements existing on the date of this Indenture
(including, without limitation, the Credit Facilities and 9.5% senior
subordinated notes subject to the Exchange Offer and related guarantees) as in
effect on the date hereof;

     

    (e)           restrictions
on the transfer of assets subject to any Lien permitted under this Indenture
imposed by the holder of such Lien;

     

    (f)           
restrictions on the transfer of assets imposed under any agreement to sell such
assets permitted under this Indenture to any Person pending the closing of such
sale;

     

    (g)          
customary provisions in partnership agreements, limited liability company
organizational governance documents, joint venture agreements and other similar
agreements entered into in the ordinary course of business that restrict the
transfer of ownership interests in such partnership, limited liability company,
joint venture or similar Person;

     

    (h)           Capitalized
Lease Obligations incurred in compliance with Section 4.06 that impose
restrictions of the nature described in clause (e) above on the assets acquired;
and

     

    (i)           
any encumbrances or restrictions imposed by any amendments orrefinancings of the
contracts, instruments or obligations referred to in clauses (a) through (h)
above; provided,
however, that such amendments or refinancings are, in the good faith
judgment of the Issuer’s Board of Directors, no more restrictive with respect to
such encumbrances and restrictions than those prior to such amendment or
refinancing.

     

    
      	
              SECTION
      4.13.

            	
              Limitations on
      Designation of Unrestricted
Subsidiaries.

            


    

     

    The
Issuer may designate any Subsidiary (including any newly formed or newly
acquired Subsidiary) of the Issuer (other than the Co-Issuer) as an
“Unrestricted Subsidiary” under this Indenture (a “Designation”) only
if:

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    (1)    no Default
shall have occurred and be continuing at the time of or after giving effect to
such Designation; and

     

    (2)    the Issuer
would be permitted to make, at the time of such Designation, (a) a Permitted
Investment or (b) an Investment pursuant to the first paragraph of Section 4.07,
in either case, in an amount (the “Designation Amount”)
equal to the Fair Market Value of the Issuer’s proportionate interest in such
Subsidiary on such date.

     

    No
Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such
Subsidiary:

     

    (1)           has
no Indebtedness other than Permitted Unrestricted Subsidiary Debt;

     

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

     

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

     

    (4)           has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Issuer or any Restricted Subsidiary, except for any
guarantee given solely to support the pledge by the Issuer or any Restricted
Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which
guarantee is not recourse to the Issuer or any Restricted Subsidiary, and except
to the extent the amount thereof constitutes a Restricted Payment permitted
pursuant to Section 4.07.

     

    If, at
any time, any Unrestricted Subsidiary fails to meet the preceding requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of the
Subsidiary, Liens on assets and Investments of such Subsidiary shall be deemed
to be incurred or made by a Restricted Subsidiary as of the date and, if the
Indebtedness is not permitted to be incurred or made under Section 4.06 or the
Lien is not permitted under Section 4.10 or the Investment is not permitted to
be made under Section 4.07, the Issuer shall be in default of the applicable
covenant.  The Issuer may not designate the Co-Issuer as an
Unrestricted Subsidiary.

     

    The
Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a
“Redesignation”) only
if:

     

    (1)           no
Default shall have occurred and be continuing at the time of and after giving
effect to such Redesignation; and

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    (2)           all
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding
immediately following such Redesignation would, if incurred or made at such
time, have been permitted to be incurred or made for all purposes of this
Indenture.

     

    All
Designations and Redesignations must be evidenced by resolutions of the Board of
Directors of the Issuer, delivered to the Trustee certifying compliance with the
foregoing provisions.

     

    
      	
              SECTION
      4.14.

            	
              Maintenance of
      Properties; Insurance; Compliance with
  Law.

            


    

     

    (a)           The
Issuer shall, and shall cause each of its Restricted Subsidiaries to, at all
times cause all material properties used or useful in the conduct of their
business to be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and supplied with all necessary equipment,
and shall cause to be made all necessary repairs, renewals, replacements,
necessary betterments and necessary improvements thereto, all as in the judgment
of the Issuer may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided, however, that the Issuer and
its Restricted Subsidiaries shall not be prevented from selling or otherwise
disposing of their properties for value in the ordinary course of business
pursuant to a transaction that does not otherwise constitute an Asset Sale or
pursuant to an Asset Sale conducted in accordance with Section
4.08.

     

    (b)           The
Issuer shall maintain, and shall cause to be maintained for each of its
Restricted Subsidiaries, insurance covering such risks as are usually and
customarily insured against by corporations similarly situated in the markets
where the Issuer and the Restricted Subsidiaries conduct homebuilding
operations, in such amounts as shall be customary for corporations similarly
situated and with such deductibles and by such methods as shall be customary and
reasonably consistent with past practice.

     

    (c)           The
Issuer shall, and shall cause each of its Subsidiaries to, comply with all
statutes, laws, ordinances or government rules and regulations to which they are
subject, non-compliance with which would materially adversely affect the
business, earnings, properties, assets or financial condition of the Issuer and
their Subsidiaries taken as a whole.

     

    
      	
              SECTION
      4.15.

            	
              Payments for
      Consent.

            


    

     

    The
Issuers shall not, and shall not cause or permit any of their Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      4.16.

            	
              Legal
      Existence.

            


    

     

    Subject
to Article Five, the Issuers shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) their legal existence, and the
corporate, partnership or other existence of each Restricted Subsidiary, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of each Restricted Subsidiary and the rights (charter
and statutory), licenses and franchises of the Issuer and its Restricted
Subsidiaries; provided
that the Issuers shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries if the Board of Directors of the Issuers shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Issuer and its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the
Holders.

     

    
      	
              SECTION
      4.17.

            	
              Change of Control
      Offer.

            


    

     

    Upon the
occurrence of a Change of Control, the Issuers shall be obligated to make an
Offer to Purchase (the “Change of Control
Offer”), and shall purchase, on a Business Day (the “Change of Control Payment
Date”) not more than 60 nor less than 30 days following the date the
Change of Control notice, as described below, is mailed to the Holders, all of
the then outstanding Notes at a cash purchase price (the “Change of Control Purchase
Price”) equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, thereon to the Change of Control Payment
Date.  The Change of Control Offer shall remain open for at least 20
Business Days and until the close of business on the Change of Control Payment
Date.

     

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

     

    (1)    a description
of the transaction or transactions that constitute the Change of
Control;

     

    (2)    an Offer to
Purchase all Notes properly tendered by such Holder pursuant to such Change of
Control Offer on a specified date and at the Change of Control Purchase Price,
in each case set forth in such notice; and

     

    (3)    a description
of the procedures that Holders must follow to accept the Change of Control
Offer.

     

    The
Issuer shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the date of purchase.  Any amounts
remaining after the purchase of Notes pursuant to a Change of Control Offer
shall be returned by the Trustee to the Issuers.

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    The
Issuers’ obligation to make a Change of Control Offer will be satisfied if a
third party makes the Change of Control Offer in the manner and at the times and
otherwise in compliance with the requirements applicable to a Change of Control
Offer made by the Issuers and purchases all Notes properly tendered and not
withdrawn under the Change of Control Offer.

     

    The
Issuers shall comply with applicable tender offer rules, including the
requirements of Rule 14e-l under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a
Change of Control Offer.  To the extent the provisions of any
securities laws or regulations conflict with the provisions under this Section
4.17, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under
this Section 4.17 by virtue thereof.

     

    
      	
              SECTION
      4.18.

            	
              Limitation on
      Activities of the Co-Issuer.

            


    

     

    The
Co-Issuer may not hold any material assets, become liable for any material
obligations, engage in any trade or business, or conduct any business activity,
other than (1) the issuance of its Equity Interests to the Issuer or any
Wholly Owned Restricted Subsidiary of the Issuer, (2) the incurrence of
Indebtedness as a co-obligor or guarantor, as the case may be, of the Notes, the
Credit Facilities and any other Indebtedness that is permitted to be incurred by
the Issuer under Section 4.06; provided, however, that the net
proceeds of such Indebtedness are not retained by the Co-Issuer, and
(3) activities incidental thereto.  Neither the Issuer nor any
Restricted Subsidiary shall engage in any transactions with the Co-Issuer in
violation of the immediately preceding sentence.

     

    ARTICLE
FIVE


     

    SUCCESSOR
CORPORATION

     

    
      	
              SECTION
      5.01.

            	
              Limitations on
      Mergers, Consolidations,
Etc.

            


    

     

    The
Issuer shall not, directly or indirectly, in a single transaction or a series of
related transactions, (a) consolidate or merge with or into another Person
(other than a merger that satisfies the requirements of clause (1) below with a
Wholly Owned Restricted Subsidiary solely for the purpose of changing the
Issuer’s jurisdiction of formation to another State of the United States), or
sell, lease, transfer, convey or otherwise dispose of or assign all or
substantially all of the assets of the Issuer or the Issuer and the Restricted
Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in
either case:

     

    (1)    either:

     

    (a)           the
Issuer will be the surviving or continuing Person; or

     

    (b)           the
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) (collectively,
the “Successor”) is a
corporation, limited liability company or limited partnership organized and
existing under the laws of any State of the United States of America or the
District of Columbia, and the Successor expressly assumes, by supplemental
indenture in form and substance satisfactory to the Trustee, all of the
obligations of the Issuer under the Notes and this Indenture; provided, however, that at any time
the Successor is a limited liability company or a limited partnership, there
shall be a co-issuer of the Notes that is a corporation; and

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

    (2)    immediately
prior to and immediately after giving effect to such transaction and the
assumption of the obligations as set forth in clause (1)(b) above and the
incurrence of any Indebtedness to be incurred in connection therewith, and the
use of any net proceeds therefrom on a pro forma basis, no Default shall have
occurred and be continuing.

     

    For
purposes of this Section 5.01, any Indebtedness of the Successor which was not
Indebtedness of the Issuer immediately prior to the transaction shall be deemed
to have been incurred in connection with such transaction.

     

    The
Co-Issuer shall not, directly or indirectly, in a single transaction or a series
of related transactions, (a) consolidate or merge with or into another
Person, or sell, lease, transfer, convey or otherwise dispose of or assign all
or substantially all of the assets of the Co-Issuer or (b) adopt a Plan of
Liquidation unless, in either case:

     

    (1)           either:

     

    (a)           the
Co-Issuer shall be the surviving or continuing Person; or

     

    (b)           the
Person formed by or surviving such consolidation or merger or to which such
sale, lease, conveyance or other disposition shall be made (or, in the case of a
Plan of Liquidation, any Person to which assets are transferred) (collectively,
the “Co-Issuer
Successor”) is a corporation organized and existing under the laws of any
State of the United States of America or the District of Columbia, and the
Co-Issuer Successor expressly assumes, by supplemental indenture in form and
substance satisfactory to the Trustee, all of the obligations of the Co-Issuer
under the Notes and this Indenture; and

     

    (2)           immediately
prior to and immediately after giving effect to such transaction and the
assumption of the obligations as set forth in clause (1)(b) above, no
Default shall have occurred and be continuing.

     

    Except as
provided under Section 10.04, no Guarantor may consolidate with or merge with or
into (whether or not such Guarantor is the surviving Person) another Person,
whether or not affiliated with such Guarantor, unless:

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    (1)           either:

     

    (a)           such
Guarantor shall be the surviving or continuing Person; or

     

    (b)           the
Person formed by or surviving any such consolidation or merger is another
Guarantor or assumes, by supplemental indenture in form and substance
satisfactory to the Trustee, all of the obligations of such Guarantor under the
Note Guarantee of such Guarantor and this Indenture; and

     

    (2)           immediately
after giving effect to such transaction and the assumption of the obligations as
set forth in clause (1)(b) above, no Default shall have occurred and be
continuing.

     

    For
purposes of this Section 5.01, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the assets of one or more Restricted Subsidiaries, the
Equity Interests of which constitute all or substantially all of the assets of
the Issuer, will be deemed to be the transfer of all or substantially all of the
assets of the Issuer.

     

    Upon any
consolidation, combination or merger of the Issuer, the Co-Issuer or a
Guarantor, or any sale, lease, transfer, conveyance or other disposition of all
or substantially all of the assets of the Issuer or the Co-Issuer in accordance
with this Section 5.01, in which the Issuer, the Co-Issuer or such Guarantor is
not the continuing obligor under the Notes or its Note Guarantee, as the case
may be, the surviving entity formed by such consolidation or into which the
Issuer, the Co-Issuer or such Guarantor is merged or the Person to which the
sale, lease, transfer, conveyance or other disposition is made will succeed to,
and be substituted for, and may exercise every right and power of, the Issuer,
the Co-Issuer or such Guarantor under this Indenture, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Issuer, the Co-Issuer or such Guarantor and, except in the case
of a sale, lease, transfer, conveyance or other disposition, the Issuer, the
Co-Issuer or such Guarantor, as the case may be, will be released from the
obligation to pay the principal of and interest on the Notes or in respect of
its Note Guarantee, as the case may be, and all of the Issuer’s, the Co-Issuer’s
or such Guarantor’s other obligations and covenants under the Notes, this
Indenture and its Note Guarantee, if applicable.

     

    Notwithstanding
the foregoing, any Restricted Subsidiary (other than the Co-Issuer) may merge
into the Issuer or another Restricted Subsidiary.

     

    
      	
              SECTION
      5.02.

            	
              Successor Person
      Substituted.

            


    

     

    Upon any
consolidation or merger, or any transfer of all or substantially all of the
assets of the Issuer or any Restricted Subsidiary in accordance with Section
5.01, the successor corporation formed by such consolidation or into which the
Issuer is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer or such
Restricted Subsidiary under this Indenture with the same effect as if such
successor corporation had been named as the Issuer or such Restricted Subsidiary
herein, and thereafter the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Notes.

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
SIX

     

    DEFAULTS
AND REMEDIES

     

    
      	
              SECTION
      6.01.

            	
              Events of
      Default.

            


    

     

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

     

    (1)    failure by
the Issuer and the Co-Issuer to pay interest on any of the Notes when it becomes
due and payable and the continuance of any such failure for 30 days (whether or
not such payment is prohibited by the subordination provisions of this
Indenture);

     

    (2)    failure by
the Issuer and the Co-Issuer to pay the principal on any of the Notes when it
becomes due and payable, whether at stated maturity, upon redemption, upon
purchase, upon acceleration or otherwise (whether or not such payment is
prohibited by the subordination provisions of this Indenture);

     

    (3)    failure by
the Issuer to comply with any of its agreements or covenants described in
Section 5.01, or in respect of its obligations to make a Change of Control Offer
(whether or not such payment is prohibited by the subordination provisions of
this Indenture);

     

    (4)    failure by
the Issuer to comply with any other agreement or covenant in this Indenture and
continuance of this failure for 30 days after notice of the failure has been
given to the Issuer by the Trustee or by the Holders of at least 25% of the
aggregate principal amount of the Notes then outstanding;

     

    (5)    default under
any mortgage, indenture or other instrument or agreement under which there may
be issued or by which there may be secured or evidenced Indebtedness (other than
Non-Recourse Indebtedness) of the Issuer or any Restricted Subsidiary, whether
such Indebtedness now exists or is incurred after the Issue Date, which
default:

     

    (a)           is
caused by a failure to pay when due principal on such Indebtedness within the
applicable express grace period or in the case of a failure to pay when due
principal under the Credit Facilities, if such failure is not cured or waived
within 180 days of the initial failure to pay;

     

    (b)           results
in the acceleration of such Indebtedness prior to its express final maturity;
or

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     

    (c)           results
in the commencement of judicial proceedings to foreclose upon, or to exercise
remedies under applicable law or applicable security documents to take ownership
of, the assets securing such Indebtedness, and

     

    in each
case, the principal amount of such Indebtedness, together with any other
Indebtedness with respect to which an event described in clause (a), (b) or (c)
has occurred and is continuing, aggregates $10.0 million or more;

     

    (6)    one or more
judgments or orders that exceed $10.0 million in the aggregate (net of amounts
covered by insurance or bonded) for the payment of money have been entered by a
court or courts of competent jurisdiction against the Issuer or any Restricted
Subsidiary and such judgment or judgments have not been satisfied, stayed,
annulled or rescinded within 60 days of being entered;

     

    (7)    the Issuer,
the Co-Issuer or any Significant Subsidiary pursuant to or within the meaning of
any Bankruptcy Law:

     

    (a)           commences
a voluntary case,

     

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

     

    (c)           consents
to the appointment of a Custodian of it or for all or substantially all of its
assets, or

     

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

     

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

     

    (a)           is
for relief against the Issuer, the Co-Issuer or any Significant Subsidiary as
debtor in an involuntary case,

     

    (b)           appoints
a Custodian of the Issuer, the Co-Issuer or any Significant Subsidiary or a
Custodian for all or substantially all of the assets of the Issuer, the
Co-Issuer or any Significant Subsidiary, or

     

    (c)           orders
the liquidation of the Issuer, the Co-Issuer or any Significant
Subsidiary,

     

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

     

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

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      6.02.

            	
              Acceleration.

            


    

     

    If an
Event of Default (other than an Event of Default specified in clause (7) or
(8) of Section 6.01 with respect to the Issuer), shall have occurred and be
continuing under this Indenture, the Trustee, by written notice to the Issuer,
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding by written notice to the Issuer and the Trustee, may declare all
amounts owing under the Notes to be due and payable immediately.  Upon
such declaration of acceleration, the aggregate principal of and accrued and
unpaid interest on the outstanding Notes shall immediately become due and
payable; provided,
however, that after
such acceleration, but before a judgment or decree based on acceleration, the
Holders of a majority in aggregate principal amount of such outstanding Notes
may rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in this Indenture.  If an Event of Default specified in
clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all
outstanding Notes shall become due and payable without any further action or
notice.

     

    
      	
              SECTION
      6.03.

            	
              Other
      Remedies.

            


    

     

    If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Notes or to enforce the performance of
any provision of the Notes or this Indenture and may take any necessary action
requested of it as Trustee to settle, compromise, adjust or otherwise conclude
any proceedings to which it is a party.

     

    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy.  All available remedies are
cumulative.  Any costs associated with actions taken by the Trustee
under this Section 6.03 shall be reimbursed to the Trustee by the
Issuers.

     

    
      	
              SECTION
      6.04.

            	
              Waiver of Past
      Defaults and Events of
Default.

            


    

     

    Subject
to Sections 6.02, 6.08 and 8.02, the Holders of a majority in aggregate
principal amount of the Notes then outstanding have the right to waive, on
behalf of the Holders of all the Notes, any existing Default or compliance with
any provision of this Indenture or the Notes.  Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      6.05.

            	
              Control by
      Majority.

            


    

     

    The
Holders of a majority in aggregate principal amount of the Notes then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee by this Indenture.  The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another Holder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

     

    
      	
              SECTION
      6.06.

            	
              Limitation on
      Suits.

            


    

     

    No Holder
will have any right to institute any proceeding with respect to this Indenture
or for any remedy thereunder, unless the Trustee:

     

    (1)    has failed to
act for a period of 60 days after receiving written notice of a continuing Event
of Default by such Holder and a request to act by Holders of at least 25% in
aggregate principal amount of Notes outstanding;

     

    (2)    has been
offered indemnity satisfactory to it in its reasonable judgment;
and

     

    (3)    has not
received from the Holders of a majority in aggregate principal amount of the
outstanding Notes a direction inconsistent with such request.

     

    However,
such limitations do not apply to a suit instituted by a Holder of any Note for
enforcement of payment of the principal of or interest on such Note on or after
the due date therefor (after giving effect to the grace period specified in
clause (1) of Section 6.01).

     

    
      	
              SECTION
      6.07.

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

            	 


    

     

    No
director, manager, officer, employee, incorporator, stockholder or member of the
Issuers or any Guarantor will have any liability for any obligations of the
Issuers under the Notes or this Indenture or of any Guarantor under its Note
Guarantee or this Indenture for any claim based on, in respect of, or by reason
of, such obligations or their creation.  Each Holder by accepting a
Note waives and releases all such liability.  The waiver and release
are part of the consideration for issuance of the Notes and the Note
Guarantees.

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      6.08.

            	
              Rights of Holders To
      Receive Payment.

            


    

     

    Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal of, or premium, if any, and interest of the Note on
or after the respective due dates expressed in the Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

     

    
      	
              SECTION
      6.09.

            	
              Collection Suit by
      Trustee.

            


    

     

    If an
Event of Default in payment of principal, premium or interest specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Issuers
or any Guarantor (or any other obligor on the Notes) for the whole amount of
unpaid principal and accrued interest remaining unpaid, together with interest
on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate set forth
in the Notes, and such further amounts as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     

    
      	
              SECTION
      6.10.

            	
              Trustee May File
      Proofs of Claim.

            


    

     

    The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relative to
the Issuer or any Guarantor (or any other obligor upon the Notes), its creditors
or its property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section
7.07.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      6.11.

            	
              Priorities.

            


    

     

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

     

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

     

    SECOND:  to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest as to each, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes; and

     

    THIRD:  to
the Issuers or, to the extent the Trustee collects any amount from any
Guarantor, to such Guarantor.

     

    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.11.

     

    
      	
              SECTION
      6.12.

            	
              Undertaking for
      Costs.

            


    

     

    In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section 6.12
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.08 or a suit by Holders of more than 10% in principal amount of the Notes then
outstanding.

     

    
      	
              SECTION
      6.13.

            	
              Restoration of Rights
      and Remedies.

            


    

     

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

     

    ARTICLE
SEVEN

     

    TRUSTEE

     

    
      	
              SECTION
      7.01.

            	
              Duties of
      Trustee.

            


    

     

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

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

     

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

     

    (1)    The Trustee
need perform only those duties that are specifically set forth in this Indenture
and no others.

     

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

     

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

     

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

     

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

     

    (3)    The Trustee
shall not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it from Holders of not less
than a majority in principal amount of the Notes then outstanding.

     

    (4)    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 rights,
powers or duties if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such
risk or liability is not reasonably assured to it.

     

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

     

    (e)           The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it in its sole discretion against any loss,
liability, expense or fee.

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              SECTION
      7.02.

            	
              Rights of
      Trustee.

            


    

     

    Subject
to Section 7.01:

     

    (1)    The Trustee
may rely conclusively and shall be protected in acting or refraining from acting
on any document or instrument reasonably 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 or
instrument.

     

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

     

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

     

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

     

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

     

    (6)    The Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate (including any Officers’ Certificate), statement,
instrument, opinion (including any Opinion of Counsel), notice, request,
direction, consent, order, bond, debenture, note, other evidence of Indebtedness
or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to any Issuer, to
examine the books, records, and premises of such Issuer, personally or by agent
or attorney at the sole cost of such Issuer and shall incur no liability of any
kind by reason of such inquiry or investigation.

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (9)    Except with
respect to Section 4.04, the Trustee shall have no duty to inquire as to
the performance of the Issuers’ covenants herein, and the Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and
this Indenture.

     

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

     

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

     

    (12)          The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

     

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

     

    
      	
              SECTION
      7.03.

            	
              Individual Rights of
      Trustee.

            


    

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may make loans to, accept deposits from, perform services for or
otherwise deal with either of the Issuers or any Guarantor, or any Affiliates
thereof, with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like rights.  The
Trustee, however, shall be subject to Sections 7.10 and 7.11.

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    

     

    
      	
              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 or the Notes or any Guarantee, it shall
not be accountable for the Issuers’ or any Guarantor’s use of the proceeds from
the sale of Notes or any money paid to the Issuers or any Guarantor pursuant to
the terms of this Indenture and it shall not be responsible for any statement in
the Notes, Guarantee or this Indenture other than its certificate of
authentication.

     

    
      	
              SECTION
      7.05.

            	
              Notice of
      Defaults.

            


    

     

    The
Trustee shall, within 30 days after the occurrence of any Default with respect
to the Notes, give the Holders notice of all uncured Defaults thereunder
actually known by a Responsible Officer of the Trustee; provided, however, that, except in the
case of an Event of Default in payment with respect to the Notes or a Default in
complying with Section 5.01, the Trustee shall be protected in withholding such
notice if and so long as a committee of its trust officers in good faith
determines that the withholding of such notice is in the interest of the
Holders.

     

    
      	
              SECTION
      7.06.

            	
              Reports by Trustee to
      Holders.

            


    

     

    If
required by TIA § 313(a), within 60 days after January 1 of any year,
commencing January 1, 2010 the Trustee shall mail to each Holder a brief report
dated as of such January 1 that complies with TIA § 313(a).  The
Trustee also shall comply with TIA § 313(b)(2).  The Trustee
shall also transmit by mail all reports as required by TIA § 313(c) and TIA
§ 313(d).

     

    Reports
pursuant to this Section 7.06 shall be transmitted by mail:

     

    (1)    to all
Holders of Notes, as the names and addresses of such Holders appear on the
Registrar’s books; and

     

    (2)    to such
Holders of Notes as have, within the two years preceding such transmission,
filed their names and addresses with the Trustee for that purpose.

     

    A copy of
each report at the time of its mailing to Holders shall be filed with the SEC
and each stock exchange on which the Notes are listed.  The Issuers
shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

     

    
      	
              SECTION
      7.07.

            	
              Compensation and
      Indemnity.

            


    

     

    The
Issuers and the Guarantors shall pay to the Trustee and Agents from time to time
reasonable compensation for its services hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust).  The Issuers and the Guarantors shall reimburse the
Trustee and Agents upon request for all reasonable disbursements, expenses and
advances incurred or made by it in connection with its duties under this
Indenture, including the reasonable compensation, disbursements and expenses of
the Trustee’s agents and counsel.

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

     

    The
Issuers and the Guarantors shall indemnify each of the Trustee and any
predecessor Trustee for, and hold each of them harmless against, any and all
loss, damage, claim, liability or expense, including without limitation taxes
(other than taxes based on the income of the Trustee or such Agent) and
reasonable attorneys’ fees and expenses incurred by each of them in connection
with the acceptance or performance of its duties under this Indenture including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (including, without limitation, settlement
costs).  The Trustee or Agent shall notify the Issuers and the
Guarantors in writing promptly of any claim asserted against the Trustee or
Agent for which it may seek indemnity.  However, the failure by the
Trustee or Agent to so notify the Issuers and the Guarantors shall not relieve
the Issuers and Guarantors of their obligations hereunder except to the extent
the Issuers and the Guarantors are prejudiced thereby.

     

    Notwithstanding
the foregoing, the Issuers and the Guarantors need not reimburse the Trustee for
any expense or indemnify it against any loss or liability incurred by the
Trustee through its negligence or bad faith.  To secure the payment
obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee
shall have a lien prior to the Notes on all money or property held or collected
by the Trustee except such money or property held in trust to pay principal of
and interest on particular Notes.  The obligations of the Issuers and
the Guarantors under this Section 7.07 to compensate and indemnify the Trustee,
Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents
and each predecessor Trustee for expenses, disbursements and advances shall be
joint and several liabilities of the Issuers and each of the Guarantors and
shall survive the resignation or removal of the Trustee and the satisfaction,
discharge or other termination of this Indenture, including any termination or
rejection hereof under any Bankruptcy Law.

     

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

     

    For
purposes of this Section 7.07, the term “Trustee” shall include any trustee
appointed pursuant to this Article Seven.

     

    
      	
              SECTION
      7.08.

            	
              Replacement of
      Trustee.

            


    

     

    The
Trustee may resign by so notifying the Issuers and the Guarantors in
writing.  The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by notifying the Issuers and the
removed Trustee in writing and may appoint a successor Trustee.  The
Issuers may remove the Trustee at its election if:

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

     

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

     

    (2)    the Trustee
is adjudged a bankrupt or an insolvent;

     

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

     

    (4)    the Trustee
otherwise becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Issuers shall promptly appoint a successor
Trustee.

     

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

     

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

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuers.  Immediately following such
delivery, the retiring Trustee shall, subject to its rights under Section 7.07,
transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  A successor Trustee shall mail notice of its
succession to each Holder.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Issuer obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.

     

    
      	
              SECTION
      7.09.

            	
              Successor Trustee by
      Consolidation, Merger, etc.

            


    

     

    If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust assets to, another entity, subject to
Section 7.10, the successor entity without any further act shall be the
successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

     

    
      	
              SECTION
      7.10.

            	
              Eligibility;
      Disqualification.

            


    

     

    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1) and (2) in every respect.  The Trustee (together with
its corporate parent) shall have a combined capital and surplus of at least
$100,000,000 as set forth in the most recent applicable published annual report
of condition.  The Trustee shall comply with TIA § 310(b),
including the provision in § 310(b)(1).

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      7.11.

            	
              Preferential
      Collection of Claims Against
Issuers.

            


    

     

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

     

    
      	
              SECTION
      7.12.

            	
              Paying
      Agents.

            


    

     

    The
Issuers shall cause each Paying Agent other than the Trustee to execute and
deliver to them and the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 7.12:

     

    (A)           that
it will hold all sums held by it as agent for the payment of principal of, or
premium, if any, or interest on, the Notes (whether such sums have been paid to
it by the Issuers or by any obligor on the Notes) in trust for the benefit of
Holders or the Trustee;

     

    (B)           that
it will at any time during the continuance of any Event of Default, upon written
request from the Trustee, deliver to the Trustee all sums so held in trust by it
together with a full accounting thereof; and

     

    (C)           that
it will give the Trustee written notice within three (3) Business Days of any
failure of the Issuers (or by any obligor on the Notes) in the payment of any
installment of the principal of, premium, if any, or interest on, the Notes when
the same shall be due and payable.

     

    ARTICLE
EIGHT

     

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

     

    
      	
              SECTION
      8.01.

            	
              Without Consent of
      Holders.

            


    

     

    The
Issuers, the Guarantors and the Trustee may amend, waive or supplement this
Indenture, the Note Guarantees or the Notes without consent of any
Holder:

     

    (1)    to provide
for the assumption of the Issuers’ or Guarantor’s obligations to the Holders
pursuant to Section 5.01;

     

    (2)    to provide
for uncertificated Notes in addition to or in place of certificated
Notes;

     

    (3)    to cure any
ambiguity, defect or inconsistency;

     

    (4)    to release
any Guarantor from any of its obligations under its Notes Guarantee or this
Indenture (to the extent permitted by this Indenture);

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

     

    (5)    to maintain
the qualification of this Indenture under the TIA; or

     

    (6)    to make any
other change that does not materially adversely affect the rights of any Holder
hereunder.

     

    The
Trustee is hereby authorized to join with the Issuers and the Guarantors in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.

     

    
      	
              SECTION
      8.02.

            	
              With Consent of
      Holders.  

            


    

     

    This
Indenture or the Notes may be amended with the consent (which may include
consents obtained in connection with a tender offer or exchange offer for Notes)
of the Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing Default under, or compliance with any provision
of, this Indenture may be waived (other than any continuing Default in the
payment of the principal or interest on the Notes) with the consent (which may
include consents obtained in connection with a tender offer or exchange offer
for Notes) of the Holders of a majority in principal amount of the Notes then
outstanding; provided,
however,
that:

     

    (a)    no such
amendment may, without the consent of the Holders of two-thirds in aggregate
principal amount of Notes then outstanding, (1) amend the obligation of the
Issuers under Section 4.17 or the related definitions that could adversely
affect the rights of any Holder or (2) modify or change any provision of this
Indenture or the related definitions affecting the subordination of the Notes or
any Note Guarantee in a manner that adversely affects the rights of the Holders;
and

     

    (b)    without the
consent of each Holder affected, no amendment or waiver may:

     

    (1)    reduce, or
change the maturity or the principal of any Note;

     

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

     

    (3)    reduce any
premium payable pursuant to the optional redemption provisions of the Notes,
change the date on which any Notes are subject to optional redemption or
otherwise alter the provisions with respect to the optional redemption of the
Notes;

     

    (4)    make any Note
payable in money or currency other than that stated in the Notes;

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

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

     

    (6)    waive a
Default in the payment of principal of or premium or interest on any Notes
(except a rescission of acceleration of the Notes by the Holders thereof as
provided in this Indenture and a waiver of the payment default that resulted
from such acceleration);

     

    (7)    impair the
rights of Holders to receive payments of principal of or interest on the Notes
on or after the due date therefor or to institute suit for the enforcement of
any payment on the Notes;

     

    (8)    release any
Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except as permitted by this Indenture; or

     

    (9)    make any
change in this Section 8.02.

     

    After an
amendment, supplement or waiver under this Section 8.02 becomes effective, the
Issuers shall mail to the Holders a notice briefly describing the amendment,
supplement or waiver.

     

    Upon the
written request of the Issuers, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon the receipt by the
Trustee of evidence reasonably satisfactory to the Trustee of the consent of the
Holders as aforesaid and upon receipt by the Trustee of the documents described
in Section 8.06, the Trustee shall join with the Issuers and the Guarantors in
the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture, in
which case the Trustee may, but shall not be obligated to, enter into such
supplemental indenture.

     

    It shall
not be necessary for the consent of the Holders under this Section 8.02 to
approve the particular form of any proposed amendment, supplement or waiver, but
it shall be sufficient if such consent approves the substance
thereof.

     

    
      	
              SECTION
      8.03.

            	
              Compliance with Trust
      Indenture Act.

            


    

     

    Every
amendment or supplement to this Indenture or the Notes shall comply with the TIA
as then in effect.

     

    
      	
              SECTION
      8.04.

            	
              Revocation and Effect
      of Consents.

            


    

     

    Until an
amendment, supplement, waiver or other action becomes effective, a consent to it
by a Holder of a Note is a continuing consent conclusive and binding upon such
Holder and every subsequent Holder of the same Note or portion thereof, and of
any Note issued upon the transfer thereof or in exchange therefor or in place
thereof, even if notation of the consent is not made on any such
Note.  Any such Holder or subsequent Holder, however, may revoke the
consent as to his Note or portion of a Note, if the Trustee receives the written
notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective.

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

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

     

    After an
amendment, supplement, waiver or other action becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (1) through
(9) of Section 8.02.  In that case the amendment, supplement, waiver
or other action shall bind each Holder of a Note who has consented to it and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note.

     

    
      	
              SECTION
      8.05.

            	
              Notation on or
      Exchange of Notes.

            


    

     

    If an
amendment, supplement, or waiver changes the terms of a Note, the Trustee (in
accordance with the specific written direction of the Issuers) shall request the
Holder of the Note (in accordance with the specific written direction of the
Issuers) to deliver it to the Trustee.  In such case, the Trustee
shall place an appropriate notation on the Note about the changed terms and
return it to the Holder.  Alternatively, if the Issuers or the Trustee
so determines, the Issuers in exchange for the Note shall issue, the Guarantors
shall endorse, and the Trustee shall authenticate a new Note that reflects the
changed terms.  Failure to make the appropriate notation or issue a
new Note shall not affect the validity and effect of such amendment, supplement
or waiver.

     

    
      	
              SECTION
      8.06.

            	
              Trustee To Sign
      Amendments, etc.

            


    

     

    The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article Eight if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may, but need not, sign
it.  In signing or refusing to sign such amendment, supplement or
waiver the Trustee shall be entitled to receive and, subject to Section 7.01,
shall be fully protected in relying upon an Officers’ Certificate and an Opinion
of Counsel stating, in addition to the matters required by Section 12.04, that
such amendment, supplement or waiver is authorized or permitted by this
Indenture and is a legal, valid and binding obligation of the Issuers and
Guarantors, enforceable against the Issuers and Guarantors in accordance with
its terms (subject to customary exceptions).

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      8.07.

            	
              Effect on Senior
      Debt.

            


    

     

    No
amendment of, or supplement or waiver to, this Indenture shall adversely affect
the rights of any Holder of Senior Debt or Guarantor Senior Debt under Article
Eleven and Section 10.03 and the defined terms as used therein without the
consent of such holder or its Representative.

     

    ARTICLE
NINE

     

    DISCHARGE
OF INDENTURE; DEFEASANCE

     

    
      	
              SECTION
      9.01.

            	
              Discharge of
      Indenture.

            


    

     

    The
Issuers may terminate their obligations and the obligations of the Guarantors
under the Notes, the Guarantees and this Indenture, except (1) as to rights or
registration on the Issuer’s books and records of transfer or exchange of Notes
which shall survive until all Notes have been canceled, and (2) the obligations
referred to in the last paragraph of this Section 9.01, when
either:

     

    (1)    all the Notes
that have been authenticated and delivered (except lost, stolen or destroyed
Notes which have been replaced or paid and Notes for whose payment money has
been deposited in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from this trust) have been
delivered to the Trustee for cancellation; or

     

    (2)    (a)           all
Notes not delivered to the Trustee for cancellation otherwise (i) have
become due and payable or (ii) have been called for redemption pursuant to
paragraph 5 of the Notes, and, in any case, the Issuer has irrevocably deposited
or caused to be deposited with the Trustee trust funds, in trust, solely for the
benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a
combination thereof, in such amounts as will be sufficient (without
consideration of any reinvestment of interest) to pay and discharge the entire
Indebtedness (including all principal and accrued interest) on the Notes not
theretofore delivered to the Trustee for cancellation,

     

    (b)           the
Issuers have paid all sums payable by them under this Indenture,
and

     

    (c)           the
Issuers have delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or on the date of
redemption, as the case may be.

     

    In
addition, the Issuers must deliver an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent to satisfaction and discharge have
been complied with.

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

     

    After
such delivery, the Trustee shall acknowledge in writing the discharge of the
Issuers’ and the Guarantors’ obligations under the Notes, the Guarantees and
this Indenture except for those surviving obligations specified
below.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer
in Sections 7.07, 9.05 and 9.06 shall survive.

     

    
      	
              SECTION
      9.02.

            	
              Legal
      Defeasance.

            


    

     

    The
Issuer may, at its option and at any time, by Board Resolution of the Board of
Directors of the Issuer, be discharged from its obligations and the obligations
of the Co-Issuer with respect to the Notes and the Guarantors discharged from
their obligations under the Guarantees on the date the conditions set forth in
Section 9.04 are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, such Legal Defeasance means
that the Issuers and the Guarantors shall be deemed to have paid and discharged
the entire indebtedness represented by the Notes and the Note Guarantees and to
have satisfied all their other obligations under such Notes and this Indenture
insofar as such Notes are concerned (and the Trustee, at the expense of the
Issuer, shall, subject to Section 9.06, execute instruments in form and
substance reasonably satisfactory to the Trustee and Issuer acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder:  (A) the rights of Holders of
outstanding Notes to receive solely from the trust funds described in Section
9.04 and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due, (B) the Issuers’ obligations with respect to such Notes under
Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.11 and 4.16, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.07) and (D) this Article Nine.  Subject to compliance with this
Article Nine, the Issuer may exercise its option under this Section 9.02
with respect to the Notes notwithstanding the prior exercise of its option under
Section 9.03 with respect to the Notes.

     

    
      	
              SECTION
      9.03.

            	
              Covenant
      Defeasance.

            


    

     

    At the
Issuer’s option and at any time, pursuant to a Board Resolution of the Board of
Directors of the Issuer (x) the Issuers and the Guarantors shall be
released from their respective obligations under Sections 4.02 (except for
obligations mandated by the TIA), 4.05 through 4.14, inclusive, and 4.18 and
clause (3) of the first paragraph of Section 5.01 and (y) Section 6.01
(5) and (6) shall no longer apply with respect to the outstanding Notes on and
after the date the conditions set forth in Section 9.04 are satisfied and solely
for a period of ninety-one (91) days following the deposit specified in Section
9.04(1), Section 6.01(7) and Section 6.01(8) (hereinafter, “Covenant
Defeasance”).  For this purpose, such Covenant Defeasance means
that the Issuers and the Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
specified Section or portion thereof, whether directly or indirectly by reason
of any reference elsewhere herein to any such specified Section or portion
thereof or by reason of any reference in any such specified Section or portion
thereof to any other provision herein or in any other document, but the
remainder of this Indenture and the Notes shall be unaffected
thereby.

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      9.04.

            	
              Conditions to
      Defeasance or Covenant
Defeasance.

            


    

     

    The
following shall be the conditions to application of Section 9.02 or Section 9.03
to the outstanding Notes:

     

    (1)    the Issuer
must irrevocably deposit with the Trustee, as trust funds, in trust solely for
the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a
combination thereof, in such amounts as will be sufficient (without
consideration of any reinvestment of interest) in the opinion of a nationally
recognized firm of independent public accountants selected by the Issuer, to pay
the principal of and interest on the Notes on the stated date for payment or on
the redemption date of the principal or installment of principal of or interest
on the Notes;

     

    (2)    in the case
of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion
of Counsel in the United States reasonably acceptable to the Trustee confirming
that:

     

    (a)           the
Issuer has received from, or there has been published by the Internal Revenue
Service, a ruling, or

     

    (b)           since
the date of this Indenture, there has been a change in the applicable U.S.
federal income tax law,

     

    in either
case to the effect that, and based thereon this Opinion of Counsel shall confirm
that, the Holders will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of the Legal Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not
occurred;

     

    (3)    in the case
of Covenant Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Covenant Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if the Covenant Defeasance had not
occurred;

     

    (4)    no Default
shall have occurred and be continuing on the date of such deposit (other than a
Default resulting from the borrowing of funds to be applied to such
deposit);

     

    (5)    the Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a Default under this Indenture or a default under any other
material agreement or instrument to which the Issuer or any of its Subsidiaries
is a party or by which the Issuer or any of its Subsidiaries is bound (other
than any such Default or default resulting solely from the borrowing of funds to
be applied to such deposit);

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

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

     

    (7)    the Issuer
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the conditions provided for in, in the case of the
Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion
of Counsel, clauses (2) and/or (3) and (5) of this Section 9.04 have been
complied with.

     

    If the
funds deposited with the Trustee to effect Covenant Defeasance are insufficient
to pay the principal of and interest on the Notes when due, then the Issuers’
obligations and the obligations of Guarantors under this Indenture will be
revived and no such defeasance will be deemed to have occurred.

     

    
      	
              SECTION
      9.05.

            	
              Deposited Money and
      U.S. Government Obligations

            
	 	

              To Be Held in Trust;
      Other Miscellaneous
Provisions.

            


    

     

    All money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any
Paying Agent, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

     

    The
Issuers and the Guarantors shall (on a joint and several basis) pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
9.04 or the principal, premium, if any, and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.

     

    Anything
in this Article Nine to the contrary notwithstanding, the Trustee shall
deliver or pay to the Issuer from time to time any money or U.S. Government
Obligations held by it as provided in Section 9.04 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

     

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      9.06.

            	
              Reinstatement.

            


    

     

    If the
Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Section 9.01, 9.02 or 9.03 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
Issuers’ and each Guarantor’s obligations under this Indenture, the Notes and
the Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Nine until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 9.01; provided that if the Issuers
or the Guarantors have made any payment of principal of, premium, if any, or
accrued interest on any Notes because of the reinstatement of their obligations,
the Issuers or the Guarantors, as the case may be, shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

     

    
      	
              SECTION
      9.07.

            	
              Moneys Held by Paying
      Agent.

            


    

     

    In
connection with the satisfaction and discharge of this Indenture, all moneys
then held by any Paying Agent under the provisions of this Indenture shall, upon
written demand of the Issuers, be paid to the Trustee, or if sufficient moneys
have been deposited pursuant to Section 9.04, to the Issuers (or, if such moneys
had been deposited by the Guarantors, to such Guarantors), and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

     

    
      	
              SECTION
      9.08.

            	
              Moneys Held by
      Trustee.

            


    

     

    Subject
to applicable law, any moneys deposited with the Trustee or any Paying Agent or
then held by the Issuers or the Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest on such Note shall
have respectively become due and payable shall be repaid to the Issuers (or, if
appropriate, the Guarantors), or if such moneys are then held by the Issuers or
the Guarantors in trust, such moneys shall be released from such trust; and the
Holder of such Note entitled to receive such payment shall thereafter, as an
unsecured general creditor, look only to the Issuers and the Guarantors for the
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, that the Trustee or
any such Paying Agent, before being required to make any such repayment, may, at
the expense of the Issuers and the Guarantors, either mail to each Holder
affected, at the address shown in the register of the Notes maintained by the
Registrar pursuant to Section 2.04, or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Issuers.  After payment to the Issuers
or the Guarantors or the release of any money held in trust by the Issuers or
any Guarantors, as the case may be, Holders entitled to the money must look only
to the Issuers and the Guarantors for payment as general creditors unless
applicable abandoned property law designates another Person.

     

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
TEN

     

    GUARANTEE
OF NOTES

     

    
      	
              SECTION
      10.01.

            	
              Guarantee.

            


    

     

    Subject
to the provisions of this Article Ten, each Guarantor, by execution of this
Indenture, jointly and severally, unconditionally guarantees to each Holder
(i) the due and punctual payment of the principal of and interest on each
Note, when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest on the Notes, to the extent lawful, and the
due and punctual payment of all other Obligations and due and punctual
performance of all obligations of the Issuers to the Holders or the Trustee all
in accordance with the terms of such Note and this Indenture, and (ii) in
the case of any extension of time of payment or renewal of any Notes or any of
such other Obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, at stated
maturity, by acceleration or otherwise.  Each Guarantor, by execution
of this Indenture, agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Issuer with respect thereto by the
Holder of such Note, or any other circumstances which may otherwise constitute a
legal or equitable discharge of a surety or such Guarantor.

     

    Each
Guarantor hereby waives diligence, presentment, demand for payment, filing of
claims with a court in the event of merger or bankruptcy of the Issuers, any
right to require a proceeding first against the Issuer, protest or notice with
respect to any such Note or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged as to any
such Note except by payment in full of the principal thereof and interest
thereon.  Each Guarantor hereby agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article Six for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the Obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Obligations as provided in Article Six,
such Obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

     

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      10.02.

            	
              Execution and Delivery
      of Guarantee.

            


    

     

    To
further evidence the Guarantee set forth in Section 10.01, each Guarantor hereby
agrees that a notation of such Guarantee, substantially in the form included in
Exhibit G
hereto, shall be endorsed on each Note authenticated and delivered by the
Trustee and such Guarantee shall be executed by either manual or facsimile
signature of an Officer or an Officer of a general partner, as the case may be,
of each Guarantor.  The validity and enforceability of any Guarantee
shall not be affected by the fact that it is not affixed to any particular
Note.

     

    Each of
the Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee.

     

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

     

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

     

    
      	
              SECTION
      10.03.

            	
              Subordination of Note
      Guarantee.

            


    

     

    The
obligations of each Guarantor under its Note Guarantee pursuant to this Article
Ten shall be junior and subordinated to the prior payment in full of the
Guarantor Senior Debt of such Guarantor in cash, Cash Equivalents or other cash
equivalents reasonably acceptable to the holders of such Guarantor Senior Debt
of such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Issuers.  For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors only at such times as they may receive
and/or retain payments in respect of the Notes pursuant to this Indenture,
including Article Eleven.

     

    
      	
              SECTION
      10.04.

            	
              Limitation of
      Guarantee.

            


    

     

    The
obligations of each Guarantor are limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.  Each Guarantor that makes a payment or distribution under
a Guarantee shall be entitled to a contribution from each other Guarantor in a
pro rata amount based
on the Adjusted Net Assets of each Guarantor.

     

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      10.05.

            	
              Release of
      Guarantor.

            


    

     

    A
Guarantor shall be released from all of its obligations under its Guarantee and
its obligations under this Indenture if:

     

    (i)    all of the
assets of such Guarantor have been sold or otherwise disposed of in a
transaction in compliance with the terms of this Indenture (including Sections
4.08, 4.17 and 5.01);

     

    (ii)           all
of the Equity Interests held by the Issuer, the Co-Issuer and the Restricted
Subsidiaries of such Guarantor have been sold or otherwise disposed of in a
transaction in compliance with the terms of this Indenture (including Sections
4.17 and 5.01); or

     

    (iii)          if
such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases
to be a Restricted Subsidiary, in each case in compliance with this Indenture
(including Section 4.13), upon effectiveness of such designation or when it
first ceases to be a Restricted Subsidiary, respectively;

     

    and in
each such case, the Issuers have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

     

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

     

    
      	
              SECTION
      10.06.

            	
              Waiver of
      Subrogation.

            


    

     

    Each
Guarantor hereby irrevocably waives any claim or other rights which it may now
or hereafter acquire against the Issuers that arise from the existence, payment,
performance or enforcement of such Guarantor’s obligations under its Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Notes against the Issuers, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Issuers, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or Note on account of such claim or other
rights.  If any amount shall be paid to any Guarantor in violation of
the preceding sentence and the Notes shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Holders, and shall
forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Notes, whether matured or unmatured, in accordance with the
terms of this Indenture.  Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this
Section 10.06 is knowingly made in contemplation of such
benefits.

     

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
ELEVEN

     

    SUBORDINATION
OF NOTES

     

    
      	
              SECTION
      11.01.

            	
              Agreement to
      Subordinate.

            


    

     

    Each of
the Issuers agree, and each Holder by accepting a Note agrees, that the payment
of all Obligations on or relating to the Notes shall rank pari passu with any 9.5%
senior subordinated notes not exchanged in the Exchange Offer.  The
payment of all Obligations on or relating to the Notes is subordinated in right
of payment, to the extent and in the manner provided in this Article Eleven, to
the prior payment in full in cash or Cash Equivalents of all Obligations due in
respect of Senior Debt of the Issuers (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed) including all Obligations
with respect to the Credit Facilities, and that the subordination is for the
benefit of the holders of Senior Debt, including Senior Debt incurred after the
date of this Indenture.

     

    A
distribution may consist of cash, securities or other property, by set-off or
otherwise.

     

    
      	
              SECTION
      11.02.

            	
              Liquidation;
      Dissolution; Bankruptcy.

            


    

     

    (a)           The
holders of Senior Debt shall be entitled to receive payment in full in cash or
Cash Equivalents of all Obligations due in respect of Senior Debt before the
Holders of Notes will be entitled to receive any payment or distribution of any
kind or character with respect to any Obligations on or relating to the Notes
(other than in Permitted Junior Securities) in the event of any distribution to
creditors of the Issuer or the Co-Issuer:

     

    (i)    in a total or
partial liquidation, dissolution or winding up of the Issuer or the
Co-Issuer;

     

    (ii)           in
a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Issuer or the Co-Issuer or their respective assets;

     

    (iii)          in
an assignment for the benefit or creditors; or

     

    (iv)         
in any marshalling of the assets and liabilities of the Issuer or the Co-Issuer;
and

     

    (b)           If
a payment or distribution is made to the holders of the Notes that, due to the
subordination provisions or the issuance of a Payment Blockage Notice, as
defined below, should not have been made to them, such holders are required to
hold it in trust for the holders of the Senior Debt and pay the payment or
distribution over to the holders of the Senior Debt, as their interests may
appear.

     

    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      11.03.

            	
              Default on Designated
      Senior Debt.

            


    

     

    (a)           The
Issuers may not make any payment or distribution to the Trustee or any Holder in
respect of Obligations with respect to the Notes and may not acquire from the
Trustee or any Holder any Notes for cash or property (other than (A) where the
consideration is Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 9.01)
until all principal and other Obligations with respect to the Senior Debt have
been paid in full if:

     

    (i)    a default
(whether at stated maturity, upon acceleration or otherwise) in the payment of
any principal or other Obligations with respect to Senior Debt occurs and is
continuing beyond any applicable grace period in the agreement, indenture or
other document governing such Senior Debt; or

     

    (ii)           any
other default, other than a payment default, on Designated Senior Debt occurs
and is continuing that then permits holders of the Designated Senior Debt to
accelerate its maturity and the Trustee receives a notice of the default (a
“Payment Blockage
Notice”) from the Representative of such Designated Senior
Debt.  If the Trustee receives any such Payment Blockage Notice, no
subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until at least 360 days shall have elapsed since the delivery
of the immediately prior Payment Blockage Notice.  No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice unless such default shall have been cured or waived for
a period of not less than 90 consecutive days.  Any subsequent action
or any breach of any covenants for a period ending after the date of delivery of
the initial Payment Blockage Notice that in either case would give rise to a
default pursuant to any provisions under which a default previously existed or
was continuing will constitute a new default for this purpose.

     

    (b)           The
Issuers may and shall resume payments on and distributions in respect of the
Notes and may acquire them upon the earlier of:

     

    (i)    in the case
of a payment default (whether at stated maturity, upon acceleration or
otherwise), the date upon which all payment defaults are cured or waived,
and

     

    (ii)    in the case
of a default referred to in clause (ii) of Section 11.03(a) hereof, the earlier
of (1) the date on which all such non-payment defaults are cured or waived,
(2) 179
days after the applicable Payment Blockage Notice is received, or (3) the date
on which the Trustee receives notice from the Representative for such Designated
Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any
Designated Senior Debt has been accelerated.

     

    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

     

    In the
event that the Designated Senior Debt is accelerated because of a default other
than a payment default thereunder in accordance with the terms of such
Designated Senior Debt, and such acceleration has not been rescinded, then the
failure to make the payment required arising from such acceleration shall
constitute a payment default.

     

    
      	
              SECTION
      11.04.

            	
              Acceleration of
      Securities.

            


    

     

    If
payment of the Notes is accelerated because of an Event of Default, the Issuers
shall promptly notify the Representative of the Senior Debt of the
acceleration.  In such case, no payment or distribution with respect
to any Obligations on or with respect to the Notes may be made until five
Business Days after the Representative of the Senior Debt receives notice of
such acceleration and, after such five Business Day period, payment or
distribution with respect to any Obligations on or with respect to the Notes may
be made only if the subordination provisions of this Indenture otherwise permit
payment at that time.

     

    
      	
              SECTION
      11.05.

            	
              When Distribution Must
      Be Paid Over.

            


    

     

    In the
event that the Trustee or any Holder receives any payment of any Obligations
with respect to the Notes (except Permitted Junior Securities or payments and
other distributions made from the defeasance trust described under Article Nine)
when the payment is prohibited by Section 11.03, such payment shall be held by
the Trustee or such Holder, in trust for the benefit of, and shall be paid
forthwith over and delivered, upon written request, to, the holders of Senior
Debt as their interests may appear or their Representative under this Indenture
or other agreement (if any) pursuant to which Senior Debt may have been issued,
as their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

     

    With
respect to the holders of Senior Debt, the Trustee undertakes to perform only
such obligations on the part of the Trustee as are specifically set forth in
this Article Eleven, and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Indenture against the
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Issuers
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article Eleven, except if such payment is made as a
result of the willful misconduct or gross negligence of the
Trustee.

     

    
      	
              SECTION
      11.06.

            	
              Notice by the
      Issuers.

            


    

     

    The
Issuers shall promptly notify the Trustee and the Paying Agent of any facts
known to the Issuers that would cause a payment of any Obligations with respect
to the Notes to violate this Article Eleven, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article Eleven.

     

    
      
        
        

      

      
        -91-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      11.07.

            	
              Subrogation.

            


    

     

    After all
Senior Debt is paid in full and until the Notes are paid in full, Holders of
Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to
the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the Holders of
Notes have been applied to the payment of Senior Debt.  A distribution
made under this Article Eleven to holders of Senior Debt that otherwise would
have been made to Holders of Notes is not, as between the Issuers and Holders, a
payment by the Issuers on the Notes.

     

    
      	
              SECTION
      11.08.

            	
              Relative
      Rights.

            


    

     

    This
Article Eleven defines the relative rights of Holders of Notes and holders of
Senior Debt.  Nothing in this Indenture shall:

     

    (i)    impair, as
between the Issuers and Holders of Notes, the obligation of the Issuers, which
is absolute and unconditional, to pay principal of and interest on the Notes in
accordance with their terms;

     

    (ii)           affect
the relative rights of Holders of Notes and creditors of the Issuers other than
their rights in relation to holders of Senior Debt; or

     

    (iii)          subordinate
in favor of holders of Senior Debt or otherwise impair the rights of the Trustee
under Section 7.07 hereof.

     

    If the
Issuers fail because of this Article Eleven to pay principal of or interest on a
Note on the due date, the failure is still a Default or Event of
Default.

     

    
      	
              SECTION
      11.09.

            	
              Subordination May Not
      Be Impaired by the Issuers.

            


    

     

    No right
of any holder of Senior Debt to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the
Issuers or any Holder or by the failure of the Issuers or any Holder to comply
with this Indenture.

     

    
      	
              SECTION
      11.10.

            	
              Distribution or Notice
      to Representative.

            


    

     

    Whenever
a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their
Representative.

     

    Upon any
payment or distribution of assets of the Issuers referred to in this Article
Eleven, the Trustee and the Holders of Notes shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Issuers, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eleven.

     

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      11.11.

            	
              Rights of Trustee and
      Paying Agent.

            


    

     

    Notwithstanding
the provisions of this Article Eleven or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
that would prohibit the making of any payment or distribution by the Trustee,
and the Trustee and the Paying Agent may continue to make payments on the Notes,
unless the Trustee shall have received at its Corporate Trust Office at least
five Business Days prior to the date of such payment written notice of facts
that would cause the payment of any Obligations with respect to the Notes to
violate this Article Eleven.  Only the Issuers or a Representative may
give the notice.  Nothing in this Article Eleven shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07
hereof.

     

    The
Trustee in its individual or any other capacity may hold Senior Debt with the
same rights it would have if it were not Trustee.  Any Agent may do
the same with like rights.

     

    The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if the Trustee shall in good
faith mistakenly pay over or distribute to Holders of Notes or to the Issuers or
to any other person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article Eleven or
otherwise.  With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Indenture and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

     

    
      	
              SECTION
      11.12.

            	
              Authorization to
      Effect Subordination.

            


    

     

    Each
Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the
Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Eleven,
and appoints the Trustee to act as such Holder’s attorney-in-fact for any and
all such purposes.  If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.10 at least 30 days before the expiration of the time to file such
claim, the Representatives are hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

     

    
      	
              SECTION
      11.13.

            	
              Amendments.

            


    

     

    The
provisions of this Article Eleven shall not be amended or modified without the
written consent of the holders of all Senior Debt.

     

    
      	
              SECTION
      11.14.

            	
              Standstill.

            


    

     

    Until the
full performance and satisfaction, and payment in full in cash, of all Senior
Debt (other than contingent indemnification obligations to the extent no claim
giving rise thereto has been asserted), the termination of all commitments under
the Credit Facilities and the termination of the Credit Facilities in accordance
with its terms, Holders shall not:

     

    
      
        
        

      

      
        -93-

        
          

        

      

      
        
        

      

    

     

    (i)    accelerate
the Notes; or

     

    (ii)           file
or initiate, or join with other Persons in filing or initiating

     

    (a)           any
insolvency, bankruptcy, receivership, custodianship, liquidation reorganization,
assignment for the benefit of creditors or other proceeding for the liquidation,
dissolution or other winding up of any Issuer, Guarantor or any of their
properties (including, without limitation, any such proceeding under the
Bankruptcy Law) (a “Proceeding”) other
than filing of proofs of claims in connection with any Proceeding, so long as no
conflict is created with respect to the terms of the provisions of this
Indenture and the priority of the Senior Debt established by such provisions;
or

     

    (b)           any
judicial proceedings or other action against any Issuer, Guarantor or any of
their properties to collect the Notes or otherwise to enforce the rights of
Holders under the Notes or applicable law with respect to the
Notes,

     

    except
that (x) upon the commencement of a Proceeding, (y) an Event of Default on the
Notes described in clause (5)(a) of Section 6.01 with respect to the Credit
Facilities, or (z) the acceleration of the Senior Debt, Holders may accelerate
the Notes.

     

    ARTICLE
TWELVE

     

    MISCELLANEOUS

     

    
      	
              SECTION
      12.01.

            	
              Trust Indenture Act
      Controls.

            


    

     

    If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.  If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified.  If any provision of
this Indenture excludes any TIA provision that may be so excluded, such TIA
provision shall be excluded from this Indenture.

     

    The
provisions of TIA §§ 310 to and including 317 that impose duties on any
Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.

     

    
      
        
        

      

      
        -94-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      12.02.

            	
              Notices.

            


    

     

    Except
for notice or communications to Holders, any notice or communication shall be
given in writing and delivered in person, sent by facsimile, delivered by
commercial courier service or mailed by first-class mail, postage prepaid,
addressed as follows:

     

    If to the
Issuer, the Co-Issuer or any Guarantor:

     

    ASHTON
WOODS USA L.L.C.

    1405 Old
Alabama Road

    Suite
200

    Roswell,
GA  30076

    Attention:  Chief
Financial Officer

    Fax
Number:  (770) 998-7494

     

    with, in
the case of any notice furnished pursuant to Article Six, a copy
to:

     

    PAUL,
HASTINGS, JANOFSKY & WALKER LLP

    600
Peachtree Street, N.E.

    Suite
2400

    Atlanta,
GA  30308

    Attention:  Elizabeth
Noe, Esq.

    Fax
Number:  (404) 685-5287

     

    If to the
Trustee:

     

    U.S. BANK
NATIONAL ASSOCIATION

    EP-MN-WS3C

    60
Livingston Avenue

    St. Paul,
MN  55107-1419

    Attention:  Corporate
Trust Department

    Fax
Number: (651) 495-8158

     

    Such
notices or communications shall be effective when received and shall be
sufficiently given if so given within the time prescribed in this
Indenture.

     

    The
Issuers, the Guarantors or the Trustee by written notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     

    Any
notice or communication mailed to a Holder shall be mailed to him by first-class
mail, postage prepaid, at his address shown on the register kept by the
Registrar.

     

    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 to a Holder is mailed in the manner provided above, it shall be
deemed duly given, whether or not the addressee receives it.

     

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

     

    In case
by reason of the suspension of regular mail service, or by reason of any other
cause, it shall be impossible to mail any notice as required by this Indenture,
then such method of notification as shall be made with the approval of the
Trustee shall constitute a sufficient mailing of such notice.

     

    
      	
              SECTION
      12.03.

            	
              Communications by
      Holders with Other Holders.

            


    

     

    Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Notes.  The Issuers, the
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).

     

    
      	
              SECTION
      12.04.

            	
              Certificate and
      Opinion as to Conditions
Precedent.

            


    

     

    Upon any
request or application by the Issuers or any Guarantor to the Trustee to take
any action under this Indenture, the Issuers or such Guarantor shall furnish to
the Trustee:

     

    (1)    an Officers’
Certificate (which shall include the statements set forth in Section 12.05)
stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with; and

     

    (2)    an Opinion of
Counsel (which shall include the statements set forth in Section 12.05) stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with.

     

    
      	
              SECTION
      12.05.

            	
              Statements Required in
      Certificate and Opinion.

            


    

     

    Each
certificate and opinion with respect to compliance by or on behalf of the
Issuers or any Guarantor with a condition or covenant provided for in this
Indenture shall include:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        -96-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      12.06.

            	
              Rules by Trustee and
      Agents.

            


    

     

    The
Trustee may make reasonable rules for action by or meetings of
Holders.  The Registrar and Paying Agent may make reasonable rules for
their functions.

     

    
      	
              SECTION
      12.07.

            	
              Business Days; Legal
      Holidays.

            


    

     

    A “Business Day” is a
day that is not a Legal Holiday.  A “Legal Holiday” is a
Saturday, a Sunday or other day on which banking institutions in New York are
authorized or required by law to close.  If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

     

    
      	
              SECTION
      12.08.

            	
              Governing
      Law.

            


    

     

    This
Indenture and the Notes shall be governed by and construed in accordance with
the laws of the State of New York, as applied to contracts made and performed
within the State of New York.

     

    
      	
              SECTION
      12.09.

            	
              No Adverse
      Interpretation of Other
Agreements.

            


    

     

    This
Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Issuer or any Subsidiary thereof.  No such indenture,
loan, security or debt agreement may be used to interpret this
Indenture.

     

    
      	
              SECTION
      12.10.

            	
              No Recourse Against
      Others.

            


    

     

    No
recourse for the payment of the principal of or premium, if any, or interest on
any of the Notes, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Issuers or any Guarantor in this Indenture or in any supplemental indenture,
or in any of the Notes, or because of the creation of any Indebtedness
represented thereby, shall be had against any stockholder, officer, director or
employee, as such, past, present or future, of the Issuer or of any successor
corporation or against the property or assets of any such stockholder, officer,
employee or director, either directly or through the Issuers or any Guarantor,
or any successor corporation thereof, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the Notes are
solely obligations of the Issuers and the Guarantors, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, any
stockholder, officer, employee or director of the Issuers or any Guarantor, or
any successor corporation thereof, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or the Notes or implied therefrom, and
that any and all such personal liability of, and any and all claims against
every stockholder, officer, employee and director, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of the Notes.  It is understood that
this limitation on recourse is made expressly for the benefit of any such
shareholder, employee, officer or director and may be enforced by any of
them.

     

    
      
        
        

      

      
        -97-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      12.11.

            	
              Successors.

            


    

     

    All
agreements of the Issuers and the Guarantors in this Indenture and the Notes
shall bind their respective successors.  All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind its successor.

     

    
      	
              SECTION
      12.12.

            	
              Multiple
      Counterparts.

            


    

     

    The
parties may sign multiple counterparts of this Indenture.  Each signed
counterpart shall be deemed an original, but all of them together represent one
and the same agreement.

     

    
      	
              SECTION
      12.13.

            	
              Table of Contents,
      Headings, etc.

            


    

     

    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 to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

     

    
      	
              SECTION
      12.14.

            	
              Separability.

            


    

     

    Each
provision of this Indenture shall be considered separable and if for any reason
any provision which is not essential to the effectuation of the basic purpose of
this Indenture or the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     

    [Signature
Pages Follow]

    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 
      	
              ASHTON
      WOODS USA L.L.C.

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	
              /s/ Thomas Krobot

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      Krobot

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              By:

            	
              /s/ Jerry Patava

            	 
      
	 
      	 
      	
              Name:

            	
              Jerry
      Patava

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              ASHTON
      WOODS FINANCE CO.

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	
              /s/ Thomas Krobot

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      Krobot

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              By:

            	
              /s/ Jerry Patava

            	 
      
	 
      	 
      	
              Name:

            	
              Jerry
      Patava

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              ASHTON
      ATLANTA RESIDENTIAL, L.L.C.

            	 
      
	 
      	
              CANYON
      REALTY L.L.C.

            	 
      
	 
      	
              ASHTON
      DALLAS RESIDENTIAL L.L.C.

            	 
      
	 
      	
              ASHTON
      HOUSTON RESIDENTIAL L.L.C.

            	 
      
	 
      	
              ASHTON
      WOODS CORPORATE, LLC

            	 
      
	 
      	
              ASHTON
      ORLANDO RESIDENTIAL L.L.C.

            	 
      
	 
      	
              ASHTON
      BURDEN, LLC

            	 
      
	 
      	
              ASHTON
      WOODS ARIZONA L.L.C.

            	 
      
	 
      	
              ASHTON
      TAMPA RESIDENTIAL, LLC

            	 
      
	 
      	
              ASHTON
      DENVER RESIDENTIAL, LLC

            	 
      
	 
      	
              ASHTON
      WOODS LAKESIDE L.L.C.

            	 
      
	 
      	
              ASHTON
      WOODS TRANSPORTATION, LLC

            	 
      
	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Thomas Krobot

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      Krobot

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              ASHTON
      WOODS CONSTRUCTION, LLC

            	 
      
	 	 	 
	 
      	
              By:
      ASHTON WOODS ARIZONA L.L.C.,

              sole
      member

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	
              /s/ Thomas Krobot

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      Krobot

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              ASHTON
      WOODS ORLANDO LIMITED PARTNERSHIP

            	 
      
	 	 	 
	 
      	
              By:
      ASHTON WOODS LAKESIDE L.L.C.,

              general
      partner

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	
              /s/ Thomas Krobot

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      Krobot

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      


    

    


    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              ASHTON
      BROOKSTONE, INC.

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	
              /s/ Thomas Krobot

            	 
      
	 
      	 
      	
              Name:

            	
              Thomas
      Krobot

            	 
      
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	 
      


    

    


    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              U.S.
      BANK NATIONAL ASSOCIATION,

            	 
      
	 
      	
              as
      Trustee

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	
              /s/ Raymond S. Haverstock

            	 
      
	 
      	 
      	
              Name:

            	
              Raymond
      S. Haverstock

            	 
      
	 
      	 
      	
              Title:

            	
              Vice
      President

            	 
      


    

    


    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    CUSIP
            

     

    ASHTON
WOODS USA L.L.C.

    ASHTON
WOODS FINANCE CO.

     

    
      	
              No.
               

            	
              $

            


    

     

    11.0%
SENIOR SUBORDINATED NOTE DUE 2015

     

    ASHTON
WOODS USA L.L.C., a Nevada limited liability company (the “Issuer”), and ASHTON
WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and,
together with the Issuer, the “Issuers”), for value
received, promises to pay to CEDE & CO. or registered assigns the principal
sum of $            
dollars on June 30, 2015.

     

    Interest
Payment Dates:  June 30 and December 30, commencing June 30,
2012.

     

    Record
Dates:  June 15 and December 15.

     

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

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by
facsimile by its duly authorized officers.

     

    
      	 
      	
              ASHTON
      WOODS USA L.L.C.,

            	 
	 
      	
              as
      Issuer

            	 
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	
              Title:

            	 
      	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	
              Title:

            	 
      	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              ASHTON
      WOODS FINANCE CO.,

            	 
	 
      	
              as
      Co-Issuer

            	 
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	
              Title:

            	 
      	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              By:

            	 
      	 
	 
      	 
      	
              Name:

            	 
      	 
	 
      	 
      	
              Title:

            	 
      	 


    

     

    Dated:

     

    Certificate
of Authentication

     

    This is
one of the 11.0% Senior Subordinated Notes due 2015 referred to in the
within-mentioned Indenture.

     

    
      	 
      	
              U.S.
      BANK NATIONAL ASSOCIATION,

            	 
      
	 
      	
              as
      Trustee

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	 
      	 
      


    

     

    Dated:

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    [FORM OF
REVERSE OF NOTE]

     

    ASHTON
WOODS USA L.L.C.

    ASHTON
WOODS FINANCE CO.

     

    11.0%
SENIOR SUBORDINATED NOTE DUE 2015

     

    1.    Interest.  ASHTON
WOODS USA L.L.C., a Nevada limited liability company (the “Issuer”), and ASHTON
WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and,
together with the Issuer, the “Issuers”), promises
to pay, until the principal hereof is paid or made available for payment,
interest on the principal amount set forth on the face hereof at a rate of 11.0%
per annum, commencing on the third anniversary of February 23, 2009 (the “Issue
Date”).  No interest will accrue during the period from the
Issue Date until February 23, 2012.  Interest hereon will accrue from
and including the most recent date to which interest has been paid or, if no
interest has been paid, from and including February 23, 2012 to but excluding
the date on which interest is paid.  Interest shall be payable in
arrears on each June 30 and December 30, commencing June 30, 2012 )(each an
“Interest Payment
Date”).  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.  For the period commencing on the third
anniversary of the Issue Date until and including the first interest payment
date of June 30, 2012, interest shall be required to be paid in cash only to the
extent that the Consolidated Fixed Charge Coverage Ratio, as defined in the
Indenture and calculated assuming the payment of such interest in cash, exceeds
1.75 to 1.00.  If the Consolidated Fixed Charge Coverage Ratio
calculated as stated above does not exceed 1.75 to 1.00, the first interest
payment may, at the Issuers’ option, be paid in kind (a “PIK Payment”) based
on an annual rate of 13.05% for such one interest payment period
only.  If the Issuers determine to exercise their option to make a PIK
Payment, by notice to the Trustee the principal amount of this Note shall be
increased by an amount equal to the amount of interest, accruing at an annual
rate of 13.05% due on the first Interest Payment Date on the principal amount of
this Note (rounded up to the nearest $1.00).  From and after the date
of any such increase in the principal amount of this Note as a result of a PIK
Payment, this Note will bear interest on such increased principal amount from
and after the date of such PIK Payment.  The Issuers shall pay
interest on overdue principal and on overdue interest (to the full extent
permitted by law) at a rate of 11.0% per annum.

     

    2.    Method of
Payment.  The Issuers will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on June 15 or December 15 next preceding the interest payment date
(whether or not a Business Day).  Holders must surrender Notes to a
Paying Agent to collect principal payments.  The Issuers will pay
principal 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 or by making
a PIK Payment to the extent provided above.  Interest may be paid by
check mailed to the Holder entitled thereto at the address indicated on the
register maintained by the Registrar for the Notes.

     

    3.    Paying Agent and
Registrar.  Initially, U.S. Bank National Association (the
“Trustee”) will
act as a Paying Agent and Registrar.  The Issuers may change any
Paying Agent or Registrar without notice.  Neither of the Issuers nor
any of their Affiliates may act as Paying Agent or Registrar.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    4.    Indenture and
Subordination.  The Issuers issued the Notes under an Indenture
dated as of February 23, 2009 (the “Indenture”) among the
Issuers, the Guarantors (as defined in the Indenture) and the
Trustee.  This is one of an issue of Notes of the Issuers issued, or
to be issued, under the Indenture.  The terms of the Notes 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. Code §§ 77aaa-77bbbb), as amended
from time to time (the “Act”).  The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the Act for a statement of them.  The payment of the Notes will,
to the extent set forth in the Indenture, rank pari passu with any 9.5%
senior subordinated notes not exchanged in the Exchange Offer and be
subordinated in right of payment to the prior payment in full in cash or cash
equivalents of all Senior Debt.  Capitalized and certain other terms
used herein and not otherwise defined have the meanings set forth in the
Indenture.

     

    5.    Optional Redemption.
(a)  The Issuer, at its option, may redeem the Notes at any time or
from time to time, in whole or in part, (a) until the fifth anniversary of the
date of Issue Date at a redemption price equal to 111% of the principal amount
to be redeemed together  with accrued and unpaid interest thereon, if
any, to and excluding the Redemption Date, (b) after the fifth anniversary
through the sixth anniversary of the Issue Date at a redemption price equal to
105.5% of the principal amount to be redeemed, together with accrued and unpaid
interest thereon, if any, to and excluding the Redemption Date, and (c)
thereafter 100% of the principal amount to be redeemed, together with accrued
and unpaid interest thereon, if any, to and excluding the Redemption
Date.

     

     In
the event of a redemption of fewer than all of the Notes, the Trustee shall
select the Notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, while such Notes are listed or,
if such Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or in such
other manner as the Trustee shall deem fair and appropriate; provided, however that no Notes of a
principal amount of $1,000 or less shall be redeemed in part.  The
Notes will be redeemable in whole or in part upon not less than 30 nor more than
60 days’ prior written notice, mailed by first class mail to a Holder’s last
address as it shall appear on the register maintained by the Registrar of the
Notes.  On and after any redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption unless the Issuers
shall fail to redeem any such Note.

     

    6.    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 Notes to be redeemed at his registered address, except that
redemption notices may be mailed more than 60 days prior to a Redemption Date if
the notice is issued in connection with a satisfaction and discharge of the
Indenture.  On and after the Redemption Date, unless the Issuers
default in making the redemption payment, interest ceases to accrue on Notes or
portions thereof called for redemption.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    7.    Offers To
Purchase.  The Indenture provides that upon the occurrence of a
Change of Control or an Asset Sale and subject to further limitations contained
therein, the Issuers shall make an offer to purchase outstanding Notes in
accordance with the procedures set forth in the Indenture.

     

    8.    Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
denominations of $1.00 and integral multiples of $1.00.  A Holder may
transfer or exchange Notes in accordance with the Indenture.  The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay to it any taxes and fees required
by law or permitted by the Indenture.  Without the prior written
consent of the Issuer, the Registrar need not (1) register the transfer of or
exchange any Notes or portion of a Note selected for redemption, (2) register
the transfer of or exchange any Notes for a period of 15 days before a selection
of Notes to be redeemed or (3) register the transfer or exchange of a Note
between a record date and the next succeeding interest payment
date.

     

    9.    Persons Deemed
Owners.  The registered Holder of this Note may be treated as
the owner of this Note for all purposes.

     

    10.   Unclaimed
Money.  If money for the payment of principal or interest
remains unclaimed for two years, the Trustee will pay the money back to the
Issuers at its written request.  After that, Holders entitled to the
money must look to the Issuers for payment as general creditors unless an
“abandoned property” law designates another Person.

     

    11.          Amendment, Supplement,
Waiver, Etc.  The Issuers, the Guarantors and the Trustee (if a
party thereto) may, without the consent of the Holders of any outstanding Notes,
amend, waive or supplement the Indenture or the Notes for certain specified
purposes, including, among other things, curing ambiguities, defects or
inconsistencies, maintaining the qualification of the Indenture under the Act
and making any change that does not materially adversely affect the rights of
any Holder.  Other amendments and modifications of the Indenture or
the Notes may be made by the Issuers, the Guarantors and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Notes or two-thirds of such aggregate principal amount
as to amendments or modifications relating to provisions governing Change of
Control Offers, subject to certain exceptions requiring the consent of the
Holders of the particular Notes to be affected.

     

    12.          Restrictive
Covenants.  The Indenture imposes certain limitations on the
ability of the Issuer and its Restricted Subsidiaries to, among other things,
incur additional Indebtedness, make payments in respect of their Equity
Interests or certain Indebtedness, make certain Investments, create or incur
Liens, enter into transactions with Affiliates, enter into agreements
restricting the ability of Restricted Subsidiaries to pay dividends and make
distributions and on the ability of the Issuer to merge or consolidate with any
other Person or transfer all or substantially all of the Issuer’s, the
Co-Issuer’s or any Guarantor’s assets.  Such limitations are subject
to a number of important qualifications and exceptions.  Pursuant to
Section 4.04, the Issuers must annually report to the Trustee on compliance with
such limitations.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    13.          Successor
Corporation.  When a successor corporation assumes all the
obligations of its predecessor under the Notes and the Indenture and the
transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation will, except as provided in Article Five, be released
from those obligations.

     

    14.          Defaults and
Remedies.  Events of Default are set forth in the
Indenture.  Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Section 6.01(7) or
(8) with respect to the Issuer) occurs and is continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the outstanding
Notes may, by written notice to the Trustee and the Issuers, and the Trustee
upon the request of the Holders of not less than 25% in aggregate principal
amount of the outstanding Notes shall, declare all principal of and accrued
interest on all Notes to be immediately due and payable and such amounts shall
become immediately due and payable.  If an Event of Default specified
in Section 6.01(7) or (8) occurs with respect to the Issuer, the principal
amount of and interest on, all Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.  Holders may not enforce the Indenture or
the Notes except as provided in the Indenture.  The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes.  Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power.  The Trustee may withhold from Holders
notice of any continuing default (except a default in payment of principal,
premium, if any, or interest on the Notes or a default in the observance or
performance of any of the obligations of the Issuers under Article Five of the
Indenture) if it determines that withholding notice is in their best
interests.

     

    15.          Trustee Dealings with
Company.  The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Issuers or
their Affiliates, and may otherwise deal with the Issuers or their Affiliates,
as if it were not Trustee.

     

    16.          Discharge.  The
Issuers’ obligations pursuant to the Indenture will be discharged, except for
obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the payment of all the Notes or upon the irrevocable deposit
with the Trustee of United States dollars or U.S. Government Obligations
sufficient to pay when due principal of and interest on the Notes to maturity or
redemption, as the case may be.

     

    17.          Guarantees.  This
Note will be entitled to the benefits of certain Guarantees made for the benefit
of the Holders.  Reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the
Holders.

     

    18.          Authentication.  This
Note shall not be valid until the Trustee signs the certificate of
authentication on the other side of this Note.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    19.          Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York.  The Trustee, the Issuers,
the Guarantors and the Holders agree to submit to the jurisdiction of the courts
of the State of New York in any action or proceeding arising out of or relating
to the Indenture or the Notes.

     

    20.          Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TENANT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

     

    The
Issuers will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to:

     

    ASHTON
WOODS USA L.L.C.

    1405 Old
Alabama Road

    Suite
200

    Roswell,
GA  30076

    Attention:  Chief
Financial Officer

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    I or we
assign and transfer this Note to:

     

    (Insert
assignee’s social security or tax I.D. number)

     

      
        

      

    

    
      
        

      

      
        

      

    

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

     

    and
irrevocably appoint:

     

      
        

      

    

    
      
        

      

    

     

    Agent to
transfer this Note on the books of the Issuer.  The Agent may
substitute another to act for him.

     

    
      	
              Date:

            	 
      	 	
              Your
      Signature:  

            	
               

            
	 
      	 
      	 	 
      	
              (Sign
      exactly as your name

            
	 
      	 
      	 	 
      	
              appears
      on the other side of

            
	 
      	 
      	 	 
      	
              this
      Note)

            


    

     

    
      	 	
              Signature
      Guarantee:  

            	 


    

     

    SIGNATURE
GUARANTEE

     

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

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have all or any part of this Note purchased by the Issuers
pursuant to Section 4.08 or Section 4.17 of the Indenture, check the appropriate
box:

     

    
      	 
      	o	
              Section
      4.08

            	
              o

            	
              Section
      4.17

            


    

     

    If you
want to have only part of the Note purchased by the Issuers pursuant to
Section 4.08 or Section 4.17 of the Indenture, state the amount you
elect to have purchased:

     

    
      	
              $

            	 
      	 
      
	
              (multiple
      of $1,000)

            	 
      
	 	 
	
              Date:

            	 
      	 
      


    

     

     

    
      	 
      	
              Your
      Signature:  

            	 
      
	 
      	 
      	
              (Sign
      exactly as your name appears on the face of this
  Note)

            


    

    


     

    
      	 
      	 
      
	
              Signature
      Guaranteed

            	 
      


    

     

    SIGNATURE
GUARANTEE

     

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

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    [FORM OF
LEGEND FOR 144A NOTES AND OTHER NOTES

    THAT ARE
RESTRICTED NOTES]

     

    The Note
(or its predecessor) evidenced hereby has not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state or other
securities laws.  This Note and any interest or participation herein
(A) may be offered, resold, pledged or otherwise transferred only (1) (a) to a
person whom the seller reasonably believes is a qualified institutional buyer in
a transaction meeting the requirements of Rule 144A, (b) in a transaction
meeting the requirements of Rule 144 under the Securities Act, if available, or
(c) outside the United States to a person that is not a “U.S. Person” in an
“Offshore Transaction” (each as defined in Regulation S promulgated under the
Securities Act of 1933, as amended) meeting the requirements of Regulation S
under the Securities Act, (2) to us or any of our subsidiaries or (3) under an
effective registration statement and, in each case, in compliance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction and (B) the holder will, and each subsequent holder is
required to, notify any later purchaser from it of the resale restrictions
described in (A) above.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    [FORM OF
ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE

    RESTRICTED
NOTES]

     

    I or we
assign and transfer this Note to:

     

    (Insert
assignee’s social security or tax I.D. number)

     

      
        

      

    

    
      
        

      

      
        

      

    

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

     

    and
irrevocably appoint:

     

      
        

      

    

    
      
        

      

       

    

    Agent to
transfer this Note on the books of the Issuer.  The Agent may
substitute another to act for him.

     

    [Check
One]

     

    
      	
              o  (a)

            	
              this
      Note is being transferred in compliance with the exemption from
      registration under the Securities Act provided by Rule 144A
      thereunder.

            
	 	 
	
              or

            
	 
	
              o  (b)

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

            


    

     

    If none
of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.

     

    
      	
              Date:

            	 	 
      	
              Your
      Signature:  

            	 
      
	 
      	 	 
      	 
      	
              (Sign
      exactly as your name

            
	 
      	 	 
      	 
      	
              appears
      on the face of this Note)

            


    

     

    
      	
              Signature
      Guarantee:

            	 
      


    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
GUARANTEE

     

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

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

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

     

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

            


    

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    [FORM OF
LEGEND FOR REGULATION S NOTE]

     

    This Note
has not been registered under the U.S. Securities Act of 1933, as amended (the
“Act”), and,
unless so registered, may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. Persons unless registered under the Act
or except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Act.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    [FORM OF
ASSIGNMENT FOR REGULATION S NOTE]

     

    I or we
assign and transfer this Note to:

     

    (Insert
assignee’s social security or tax I.D. number)

     

      
        

      

    

    

      
        

      

      
        

      

    

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

     

    and
irrevocably appoint:

     

      
        

      

    

    
      
        

      

    

     

    Agent to
transfer this Note on the books of the Issuer.  The Agent may
substitute another to act for him.

     

    [Check
One]

     

    
      	
              o  (a)

            	
              this
      Note is being transferred in compliance with the exemption from
      registration under the Securities Act provided by Rule 144A
      thereunder.

            
	 	 
	
              or

            
	 
	
              o  (b)

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

            


    

     

    If none
of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.

     

    
       

      
        	
                Date:

              	 	 
      	
                Your
      Signature:  

              	 
      
	 
      	 	 
      	 
      	
                (Sign
      exactly as your name

              
	 
      	 	 
      	 
      	
                appears
      on the face of this Note)

              


      

       

      
        	
                Signature
      Guarantee:

              	 
      


      

    

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
GUARANTEE

     

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

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

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

     

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

              


      

    

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    [FORM OF
LEGEND FOR ALL NOTES]

    


     

    This security was issued with “original
issue discount” for U.S. federal income tax purposes.  Ashton Woods
USA L.L.C. will promptly make available to the holder hereof information
regarding the issue price, issue date, yield to maturity, amount of original
issue discount (and any other information required to be made available to the
holder pursuant to U.S. Treasury Regulations), upon the written request of such
holder directed to Ashton Woods USA L.L.C., 1405 Old Alabama Road, Suite 200,
Roswell, GA 30076, ATTN:  Chief Financial Officer.

    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

    


     

    [FORM OF
LEGEND FOR GLOBAL NOTE]

     

    Any
Global Note authenticated and delivered hereunder shall bear a legend (which
would be in addition to any other legends required in the case of a Restricted
Note) in substantially the following form:

     

    This Note
is a Global Note within the meaning of the indenture hereinafter referred to and
is registered in the name of a depository or a nominee of a
depository.  This Note is not exchangeable for Notes registered in the
name of a person other than the depository or its nominee except in the limited
circumstances described in the indenture, and no transfer of this Note (other
than a transfer of this Note as a whole by the depository to a nominee of the
depository or by a nominee of the depository to the depository or another
nominee of the depository) may be registered except in the limited circumstances
described in the Indenture.

     

    Unless
this certificate is presented by an authorized representative of the Depository
Trust Company (a New York corporation) (“DTC”) to the issuer
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of CEDE & CO. or in such other
name as it requested by an authorized representative of DTC (and any payment is
made to CEDE & CO. or 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.

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
F

     

    Form of
Certificate To Be Delivered

    in
Connection with Transfers

           
Pursuant to Regulation S       


     

    U.S. Bank
National Association

    Ashton
Woods USA L.L.C.

    Ashton
Woods Finance Co.

    c/o U.S.
Bank National Association

    EP-
MN-WS3C

    60
Livingston Avenue

    St. Paul,
MN 55107-1419

     

    


    Attention:  Corporate
Trust Department

     

    Dear
Sirs:

     

    In
connection with our proposed sale of $[●] aggregate principal amount of the
11.0% Senior Subordinated Notes due 2015 (the “Notes”) of ASHTON
WOODS USA L.L.C., a Nevada limited liability company (the “Issuer”), and ASHTON
WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and,
together with the Issuer, the “Issuers”), we confirm
that such sale has been effected pursuant to and in accordance with Regulation S
under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, we represent that:

     

    (1)           the
offer of the Notes was not made to a U.S. person or to a person in the United
States;

     

    (2)           either
(a) at the time the buy offer was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed that
the transferee was outside the United States, or (b) the transaction was
executed in, on or through the facilities of a designated off-shore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been pre-arranged with a buyer in the United
States;

     

    (3)           no
directed selling efforts have been made in the United States in contravention of
the requirements of Rule 904(a) of Regulation S;

     

    (4)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and

     

    (5)           we
have advised the transferee of the transfer restrictions applicable to the
Notes.

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    You are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this certificate have the meanings set forth in
Regulation S.

     

    
      	 
      	
              Very
      truly yours,

            	 
      
	 	 	 
	 
      	
              [Name
      of Transferee]

            	 
      
	 	 	 
	 
      	
              By:

            	 
      	 
      


    

     

    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
G

     

    NOTATION
OF GUARANTEE

     

    Each of
the undersigned (the “Guarantors”) hereby
jointly and severally unconditionally guarantees, to the extent set forth in the
Indenture dated as of February 23, 2009 by and among ASHTON WOODS USA L.L.C., a
Nevada limited liability company (the “Issuer”), and ASHTON
WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and,
together with the Issuer, the “Issuers”), the
Guarantors, as guarantors, and U.S. Bank National Association, as trustee (the
“Trustee”) (as
amended, restated or supplemented from time to time, the “Indenture”), and
subject to the provisions of the Indenture, (a) the due and punctual
payment of the principal of, and premium, if any, and interest on the Notes,
when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on overdue
principal of, and premium and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Issuers to the
Holders or the Trustee, all in accordance with the terms set forth in
Article Ten of the Indenture, and (b) in case of any extension of time
of payment or renewal of any Notes or any of such other obligations, that the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.

     

    The
obligations of the Guarantors to the Holders and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Ten of the
Indenture, and reference is hereby made to the Indenture for the precise terms
and limitations of this Guarantee.  Each Holder of the Note to which
this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound
by such provisions.

     

    [Signatures
on Following Pages]

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed
by a duly authorized officer.

     

    
      	 
      	
              ASHTON
      ATLANTA RESIDENTIAL, L.L.C.

            	 
      
	 
      	
              CANYON
      REALTY L.L.C.

            	 
      
	 
      	
              ASHTON
      DALLAS RESIDENTIAL L.L.C.

            	 
      
	 
      	
              ASHTON
      HOUSTON RESIDENTIAL L.L.C.

            	 
      
	 
      	
              ASHTON
      WOODS CORPORATE, LLC

            	 
      
	 
      	
              ASHTON
      ORLANDO RESIDENTIAL L.L.C.

            	 
      
	 
      	
              ASHTON
      BURDEN, LLC

            	 
      
	 
      	
              ASHTON
      WOODS ARIZONA L.L.C.

            	 
      
	 
      	
              ASHTON
      TAMPA RESIDENTIAL, LLC

            	 
      
	 
      	
              ASHTON
      DENVER RESIDENTIAL, LLC

            	 
      
	 
      	
              ASHTON
      WOODS LAKESIDE L.L.C.

            	 
      
	 
      	
              ASHTON
      WOODS TRANSPORTATION, LLC

            	 
      
	 	 	 
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      
	 	 	 	 	 
	 
      	
              ASHTON
      WOODS CONSTRUCTION, LLC

            	 
      
	 	 	 
	 
      	
              By:
      ASHTON WOODS ARIZONA L.L.C.,

              sole
      member

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	
              ASHTON
      WOODS ORLANDO LIMITED PARTNERSHIP

            	 
      
	 	 	 
	 
      	
              By:
      ASHTON WOODS LAKESIDE L.L.C.,

              general
      partner

            	 
      
	 	 	 
	 	 	 
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      


    

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              ASHTON
      BROOKSTONE, INC.

            	 
      
	 	 	 	 
	 	 	 	 
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      


    

     

     

     

    G-3