Indenture, dated as of December 19, 2003



 EXHIBIT 4.1 
  
 Execution Version 
  
 EL POLLO LOCO, INC. 
  
 91⁄4% SENIOR SECURED NOTES DUE 2009 
  

  
 INDENTURE 
  
 Dated as of December 19, 2003 
  

  
 THE BANK OF NEW YORK

  
 Trustee 
  

  









 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE 1.
	DEFINITIONS AND INCORPORATION
	BY REFERENCE
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Other Definitions	  	27
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	27
	 Section 1.04
	  	Rules of Construction	  	28
	
	ARTICLE 2.
	THE NOTES
			
	 Section 2.01
	  	Form and Dating	  	28
	 Section 2.02
	  	Execution and Authentication	  	29
	 Section 2.03
	  	Registrar and Paying Agent	  	30
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	30
	 Section 2.05
	  	Holder Lists	  	30
	 Section 2.06
	  	Transfer and Exchange	  	31
	 Section 2.07
	  	Replacement Notes	  	43
	 Section 2.08
	  	Outstanding Notes	  	43
	 Section 2.09
	  	Treasury Notes	  	44
	 Section 2.10
	  	Temporary Notes	  	44
	 Section 2.11
	  	Cancellation	  	44
	 Section 2.12
	  	Defaulted Interest	  	44
	 Section 2.13
	  	CUSIP Numbers	  	44
	 Section 2.14
	  	Issuance of Additional Notes	  	45
	
	ARTICLE 3.
	REDEMPTION AND PREPAYMENT
			
	 Section 3.01
	  	Notices to Trustee	  	45
	 Section 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	46
	 Section 3.03
	  	Notice of Redemption	  	46
	 Section 3.04
	  	Effect of Notice of Redemption	  	47
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	47
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	47
	 Section 3.07
	  	Optional Redemption	  	48
	 Section 3.08
	  	Mandatory Redemption	  	48
	 Section 3.09
	  	Offer to Purchase by Application of Excess Proceeds	  	48
	
	ARTICLE 4.
	COVENANTS
			
	 Section 4.01
	  	Payment of Notes	  	50
	 Section 4.02
	  	Maintenance of Office or Agency	  	50
	 Section 4.03
	  	Reports	  	51
	 Section 4.04
	  	Compliance Certificate	  	52
	 Section 4.05
	  	Taxes	  	52
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	52
	 Section 4.07
	  	Restricted Payments	  	53
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	56

  

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	 Section 4.09
	  	Incurrence of Indebtedness and Issuance of Preferred Stock	  	57
	 Section 4.10
	  	Asset Sales	  	58
	 Section 4.11
	  	Transactions with Affiliates	  	60
	 Section 4.12
	  	Liens	  	61
	 Section 4.13
	  	Business Activities	  	61
	 Section 4.14
	  	Corporate Existence	  	62
	 Section 4.15
	  	Offer to Repurchase Upon Change of Control	  	62
	 Section 4.16
	  	Limitation on Issuances and Sales of Equity Interests in Wholly-Owned Subsidiaries	  	63
	 Section 4.17
	  	Payments for Consent	  	64
	 Section 4.18
	  	Additional Note Guarantees	  	64
	 Section 4.19
	  	Additional Collateral	  	64
	 Section 4.20
	  	Further Assurances; Insurance	  	65
	 Section 4.21
	  	Designation of Restricted and Unrestricted Subsidiaries	  	67
	
	ARTICLE 5.
	SUCCESSORS
			
	 Section 5.01
	  	Merger, Consolidation, or Sale of Assets	  	67
	 Section 5.02
	  	Successor Corporation Substituted	  	68
	
	ARTICLE 6.
	DEFAULTS AND REMEDIES
			
	 Section 6.01
	  	Events of Default	  	69
	 Section 6.02
	  	Acceleration	  	70
	 Section 6.03
	  	Other Remedies	  	71
	 Section 6.04
	  	Waiver of Past Defaults	  	71
	 Section 6.05
	  	Control by Majority	  	71
	 Section 6.06
	  	Limitation on Suits	  	72
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	72
	 Section 6.08
	  	Collection Suit by Trustee	  	72
	 Section 6.09
	  	Trustee May File Proofs of Claim	  	72
	 Section 6.10
	  	Priorities	  	73
	 Section 6.11
	  	Undertaking for Costs	  	73
	
	ARTICLE 7.
	TRUSTEE
			
	 Section 7.01
	  	Duties of Trustee	  	74
	 Section 7.02
	  	Rights of Trustee	  	75
	 Section 7.03
	  	Individual Rights of Trustee	  	76
	 Section 7.04
	  	Trustee’s Disclaimer	  	76
	 Section 7.05
	  	Notice of Defaults	  	76
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	76
	 Section 7.07
	  	Compensation and Indemnity	  	77
	 Section 7.08
	  	Replacement of Trustee	  	77
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	78
	 Section 7.10
	  	Eligibility; Disqualification	  	78
	 Section 7.11
	  	Preferential Collection of Claims Against Company	  	79
	
	ARTICLE 8.
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	79

  

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	 Section 8.02
	  	Legal Defeasance and Discharge	  	79
	 Section 8.03
	  	Covenant Defeasance	  	79
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	80
	 Section 8.05
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	81
	 Section 8.06
	  	Repayment to Company	  	82
	 Section 8.07
	  	Reinstatement	  	82
	
	ARTICLE 9.
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	82
	 Section 9.02
	  	With Consent of Holders of Notes	  	83
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	84
	 Section 9.04
	  	Revocation and Effect of Consents	  	84
	 Section 9.05
	  	Notation on or Exchange of Notes	  	85
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	85
	
	ARTICLE 10.
	COLLATERAL AND SECURITY
			
	 Section 10.01
	  	Security Documents	  	85
	 Section 10.02
	  	Ranking of Note Liens	  	85
	 Section 10.03
	  	Order of Application	  	86
	 Section 10.04
	  	Equal and Ratable Sharing of Collateral by Note Debt	  	87
	 Section 10.05
	  	Rights Regarding Collateral	  	87
	 Section 10.06
	  	Collateral Agent	  	87
	 Section 10.07
	  	Authorization of Actions to Be Taken	  	88
	 Section 10.08
	  	Release of Note Liens	  	89
	 Section 10.09
	  	Recording and Opinions	  	90
	 Section 10.10
	  	Certificates of the Company	  	91
	 Section 10.11
	  	Certificates of the Trustee	  	91
	 Section 10.12
	  	Amendment of Security Documents	  	92
	 Section 10.13
	  	Appointment of Co-Collateral Agent	  	93
	
	ARTICLE 11.
	NOTE GUARANTEES
			
	 Section 11.01
	  	Guarantee	  	94
	 Section 11.02
	  	Limitation on Guarantor Liability	  	95
	 Section 11.03
	  	Execution and Delivery of Note Guarantee	  	95
	 Section 11.04
	  	Guarantors May Consolidate, etc., on Certain Terms	  	96
	 Section 11.05
	  	Releases	  	96
	
	ARTICLE 12.
	SATISFACTION AND DISCHARGE
			
	 Section 12.01
	  	Satisfaction and Discharge	  	97
	 Section 12.02
	  	Application of Trust Money	  	98
	
	ARTICLE 13.
	MISCELLANEOUS
			
	 Section 13.01
	  	Trust Indenture Act Controls	  	98
	 Section 13.02
	  	Notices	  	99
	 Section 13.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	100

  

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	 Section 13.04
	  	Certificate and Opinion as to Conditions Precedent	  	100
	 Section 13.05
	  	Statements Required in Certificate or Opinion	  	100
	 Section 13.06
	  	Rules by Trustee and Agents	  	101
	 Section 13.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	101
	 Section 13.08
	  	Governing Law	  	101
	 Section 13.09
	  	No Adverse Interpretation of Other Agreements	  	101
	 Section 13.10
	  	Successors	  	101
	 Section 13.11
	  	Severability	  	101
	 Section 13.12
	  	Counterpart Originals	  	101
	 Section 13.13
	  	Table of Contents, Headings, etc.	  	101

  
 EXHIBITS 
  

			
	 Exhibit A1
	  	FORM OF NOTE
	 Exhibit A2
	  	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
	 Exhibit B
	  	FORM OF CERTIFICATE OF TRANSFER
	 Exhibit C
	  	FORM OF CERTIFICATE OF EXCHANGE
	 Exhibit D
	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	 Exhibit E
	  	FORM OF NOTE GUARANTEE
	 Exhibit F
	  	FORM OF SUPPLEMENTAL INDENTURE

  

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 INDENTURE dated as of December 19, 2003 among El Pollo Loco, Inc., a Delaware corporation (the
“Company”), EPL Intermediate, Inc., a Delaware corporation (for the limited purposes specified below) (“Parent”) and The Bank of New York, as trustee (the “Trustee”). 
  
 The Company, Parent (which shall be a party to this Indenture only to the
extent of Sections 4.20, 5.01(c), 8.03, 8.07, and Article 10 hereof) and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 91⁄4% Senior Secured Notes due
2009 (the “Notes”): 
  
 ARTICLE 1.

 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  
 Section 1.01
Definitions. 
  
 “144A Global Note” means a
Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
  
 “Acquired Debt” means, with respect to any specified Person: 
  
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became
a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided,
however, that Indebtedness of such acquired Person which is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person merges with or into or becomes a Subsidiary
of such Person shall not be Acquired Debt; and 
  
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
  
 “Act of Required Noteholders” means, as to any matter at any time, a direction in writing delivered to the Collateral Agent by or with
the written consent of holders of a majority in aggregate outstanding principal amount of all Notes (including Additional Notes) then outstanding, voting together as a single class. For this purpose, any Notes or Additional Notes registered in the
name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding. 
  
 “Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and
4.09 hereof, as part of the same series as the Initial Notes. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,
“control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 
  
 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent. 
  

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 “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
  
 “Asset Sale” means: 
  
 (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 hereof and/or the provisions of Section 5.01 hereof and not by the provisions of Section
4.10 hereof; and 
  
 (2) the issuance or sale of
Equity Interests in any of the Company’s Restricted Subsidiaries. 
  
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: 
  
 (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.5 million;

  
 (2) a transfer of assets between or among the
Company and its Restricted Subsidiaries; 
  
 (3)
an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Wholly-Owned Restricted Subsidiary of the Company; 
  
 (4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of
damaged, worn-out or obsolete assets in the ordinary course of business; 
  
 (5) the sale or other disposition of cash or Cash Equivalents; 
  
 (6) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment; 
  
 (7) dispositions of Investments or receivables in connection
with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
  
 (8) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases
or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries; 
  
 (9) the sale or other disposition of restaurants in the ordinary course of business consistent with past
practice; 
  
 (10) the sale of Equity Interests
of an Unrestricted Subsidiary; and 
  
 (11) the
sale of Permitted Investments (other than sales of Equity Interests of any of the Company’s Restricted Subsidiaries) made by the Company or any Restricted Subsidiary after the date of this Indenture, if such Permitted Investments were (a)
received in exchange for, or purchased out of the net cash proceeds of the substantially concurrent sale (other than to a 

  

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Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or (b) received in the form of, or were purchased from the
proceeds of, a substantially concurrent contribution of common equity capital to the Company. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
  
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a
corresponding meaning. 
  
 “Board of Directors”
means: 
  
 (1) with respect to a corporation, the
board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; 
  
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 
  
 (3) with respect to a limited liability company, the
managing member or members or any controlling committee of managing members thereof; and 
  
 (4) with respect to any other Person, the board or committee of such Person serving a similar function. 
  
 “Broker-Dealer” has the meaning set forth in the
Registration Rights Agreement. 
  
 “Business Day”
means any day other than a Legal Holiday. 
  
 “Capital
Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and
the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
  
 “Capital Stock” means: 
  
 (1) in the case of a corporation, corporate stock;

  
 (2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
  
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and 
  
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all 

  

 3 








 
of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital
Stock, 
  
 including, in each case, Preferred Stock. 

 
 “Cash Equivalents” means: 
  
 (1) United States dollars; 
  
 (2) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six
months from the date of acquisition; 
  
 (3)
certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender
party to a Credit Facility or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; 
  
 (4) repurchase obligations with a term of not more than seven days for underlying securities of the types
described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
  
 (5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard &
Poor’s Rating Services and in each case maturing within six months after the date of acquisition; and 
  
 (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5)
of this definition. 
  
 “Change of Control” means
the occurrence of any of the following: 
  
 (1)
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Principal, a Related Party of a Principal; 
  
 (2) the adoption of a plan relating to the liquidation or dissolution of the Company; 
  
 (3) the consummation of any transaction (including, without
limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principal and its Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
Stock of the Company, measured by voting power rather than number of shares; or 
  
 (4) after an initial public offering of the Company or any direct or indirect parent of the Company, the first day on which a majority of
the members of the Board of Directors of the Company are not Continuing Directors; 
  

 4 








 provided that if a transaction that would otherwise constitute a Change of Control under clauses (1) or (3) above
includes a bona fide net cash investment in Equity Interests of the Company or any direct or indirect parent of the Company (provided that, with respect to any transaction that involves an investment in the Equity Interests of a direct or indirect
parent of the Company, at the time of such transaction, such parent does not have any material assets other than Equity Interests of the Company or of a direct or indirect parent of the Company that does not have any material assets other than
Equity Interests of the Company) in excess of $75.0 million by a “person” (as defined above) that is not an Affiliate of the Company, such transaction will not constitute a Change of Control. 
  
 “Clearstream” means Clearstream Banking, S.A. 
  
 “Collateral” means all present and future properties and
assets of the Company or any other Obligor upon which a security interest is granted pursuant to the Security Documents securing the Notes or any other Note Obligation, other than any Excluded Assets. 
  
 “Collateral Agent” means The Bank of New York, a New York
banking corporation, in its capacity as collateral agent under the Security Documents and the Intercreditor Agreement, together with its successors in such capacity. 
  
 “Company” means El Pollo Loco, Inc., a Delaware corporation, and any and all successors thereto.

  
 “Consolidated Cash Flow” means, with respect
to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 
  
 (1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by such Person or any of its Restricted Subsidiaries in
connection with an Asset Sale, in each case to the extent such losses were deducted in computing such Consolidated Net Income; plus 
  
 (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income; plus 
  
 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted
in computing such Consolidated Net Income; plus 
  
 (4) payments pursuant to the Management Agreement as in effect on the date of this Indenture; plus 
  
 (5) (a) customary fees and expenses of the Company and its Restricted Subsidiaries payable in connection with (i) the issuance and
maintenance of the Notes and the related borrowing under the Credit Agreement, (ii) any Equity Offering, (iii) the incurrence, maintenance, termination or repayment of Indebtedness permitted by Section 4.09 hereof or (iv) any acquisition permitted
under this Indenture (b) payments made to terminate the Swap Agreement, (c) cash or non-cash charges relating to the repricing or issuance of employee stock options (whether accruing at or subsequent to the time of such repricing or issuance) or the
adoption of cash bonus arrangements, in any case in connection with the issuance of the Notes, and payments pursuant to any such arrangement and (d) restructuring charges, in each case to the extent that such items were deducted in computing such
Consolidated Net Income; plus 
  

 5 








 (6) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (including charges related to the writeoff of goodwill or intangibles as a result of impairment, in each case, as required by SFAS No. 142 or SFAS
No. 144 but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 
  
 (7) fees, expenses and amounts paid in defense of, or to
discharge judgments, pursuant to settlements or as fines or penalties arising from or related to, lawsuits, governmental proceedings or regulatory actions or investigations relating to allegations that the Company, Parent, Holdings or any of their
Subsidiaries improperly classified certain employees as “exempt” employees under federal or state labor laws or related or similar allegations; minus 
  
 (8) non-cash items increasing such Consolidated Net Income, other than reductions of negative leasehold
liability, for such period, other than the accrual of revenue in the ordinary course of business; 
  
 in each case, on a consolidated basis and determined in accordance with GAAP. 
  
 “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the
Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 
  

(1) the Net Income (if positive) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 
  
 (2) the Net Income (but not loss) of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 
  
 (3) the cumulative effect of a change in accounting
principles will be excluded; and 
  
 (4)
notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries. 
  
 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the
Company who: 
  
 (1) was a member of such Board
of Directors on the date of this Indenture; or 
  
 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 
  

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 “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified
in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company. 
  
 “Credit Agreement” means that certain Credit Agreement, dated December 29, 1999, by and among the Company, Parent, Holdings, SunTrust
Bank, as agent, and the other lenders party thereto from time to time, providing for up to $15.0 million of revolving credit borrowings and $11.0 million of term loan borrowings, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities
to institutional investors) in whole or in part from time to time. 
  
 “Credit Agreement Agent” means SunTrust Bank, in its capacity as collateral agent under the Priority Lien Security Documents, and any successor thereto in such capacity. 
  
 “Credit Facilities” means, one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 
  
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
  
 “Default” means any event that is, or with the passage of
time or the giving of notice or both would be, an Event of Default. 
  
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear
the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
  
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
  
 “Disqualified Stock” means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the asset sale or change of control provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of Sections 4.10 and 4.15 hereof. The amount of
Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay 

  

 7 








 
upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. 
  
 “Domestic Subsidiary” means any Restricted Subsidiary of the
Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company. 
  
 “equally and ratably” means, in reference to sharing of
Liens or proceeds thereof as between the Holders of Note Obligations that such Liens or proceeds shall be allocated and distributed to the Trustee for account of the Holders of the Note Obligations ratably in proportion to the aggregate amount of
Note Obligations due and demanded (with written notice to the Trustee and the Collateral Agent) when the allocation or distribution is made. 
  
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock). 
  
 “Equity Offering” means an offer and sale of common stock of the Company or any direct or indirect parent of the Company pursuant to a registration statement that has been declared effective by the SEC pursuant to the
Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company). 
  
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
  
 “Exchange Notes” means the Notes
issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
  
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 
  
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
  
 “Excluded Assets” means: 
  
 (1) any lease, license, contract, property right or
agreement to which the Company or any Restricted Subsidiary is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest under the Security Documents shall constitute or result in a breach,
termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant
jurisdiction or any other applicable law or principles of equity); provided that such lease, license, contract, property right or agreement shall be an Excluded Asset only to the extent and for so long as the consequences specified above
shall result and shall cease to be an Excluded Asset and shall become subject to the security interest granted under the Security Documents immediately and automatically, at such time as such consequences shall no longer result; 
  
 (2) any Equity Interests of any future Foreign Subsidiary;

  
 (3) any interests in real property leased by
the Company or any Restricted Subsidiary; 
  

 8 








 (4) assets subject to Liens described in clauses (6) and (16)(b) of the definition of
Permitted Liens; 
  
 (5) until repayment in full
of all Priority Lien Obligations, any other assets or properties acquired by the Company or any Guarantor after the date of this Indenture to the extent that the Company or any Guarantor fails to grant a Priority Lien therein to secure the Prior
Lien Obligations; and 
  
 (6) any assets held
directly by Parent other than Capital Stock of the Company; 
  
 (7) any assets or properties in which the Collateral Agent is required to release its Note Liens securing Note Obligations pursuant to the provisions of Section 3.6 of the Intercreditor Agreement. 
  
 provided that any property in which the Company or any Guarantor is required to grant
a security interest in favor of the Collateral Agent to secure the Note Obligations pursuant to Section 4.12(c) hereof shall not be an Excluded Asset. 
  
 “Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid. 
  
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of
Directors of the Company, which determination will be conclusive (unless otherwise provided in this Indenture). 
  
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on
which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable
four-quarter reference period. 
  
 For purposes of calculating the
Fixed Charge Coverage Ratio: 
  
 (1) acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted
Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date
will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period; 
  

 9 








 (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
  
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date; 
  
 (4) any Person that is a Restricted Subsidiary on the Calculation Date (or would become a Restricted Subsidiary on such Calculation Date in connection with the transaction requiring determination of such Consolidated Cash Flow) will be
deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 
  
 (5) any Person that is not a Restricted Subsidiary on the Calculation Date (or would cease to be a Restricted Subsidiary on such
Calculation Date in connection with the transaction requiring determination of such Consolidated Cash Flow) will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 
  
 (6) if any Indebtedness bears a floating rate of interest,
the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such
Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months). 
  
 “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of: 
  

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued,
including, without limitation, original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts
and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates, but excluding
amortization of debt issuance costs; plus 
  
 (2)
the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 
  
 (3) any interest accruing on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 
  
 (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person
or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (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 such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with
GAAP. 
  

 10 








 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a
Domestic Subsidiary. 
  
 “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 have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture. 
  
 “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be
placed on all Global Notes issued under this Indenture. 
  
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof. 
  
 “Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 
  
 “Guarantee” means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of
all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

  
 “Guarantors” means any Subsidiary of the
Company that executes a Note Guarantee in accordance with the provisions of this Indenture and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this
Indenture. 
  
 “Hedging Obligations” means, with
respect to any specified Person, the obligations of such Person under: 
  
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; 
  
 (2) other agreements or arrangements designed to manage
interest rates or interest rate risk; and 
  
 (3)
other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices. 
  
 “Holder” means a Person in whose name a Note is registered. 
  
 “Holdings” means EPL Holdings, Inc. 
  
 “IAI Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of and registered 

  

 11 








 
in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors. 
  
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 
  
 (1) in respect of borrowed money; 
  
 (2) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect thereof); 
  
 (3) in respect of banker’s acceptances; 
  
 (4) representing Capital Lease Obligations; 
  
 (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such
property is acquired or such services are completed; or 
  
 (6) representing any Hedging Obligations, 
  
 if
and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. The term “Indebtedness” includes
(a) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), but only to the extent of the lesser of (a) the Fair Market Value of the assets subject to
such Lien, or (b) the amount of the Indebtedness secured by such Lien and (b) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 
  
 “Indenture” means this Indenture, as amended or supplemented
from time to time. 
  
 “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant. 
  
 “Initial Notes” means the first $110.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof. 
  
 “Initial Purchaser” means Jefferies & Company, Inc. 
  
 “Institutional Accredited Investor” means an institution
that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 
  
 “Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date of this Indenture, among the Company and the other
Obligors party thereto, the Collateral Agent and the Priority Lien Collateral Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms. 
  
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other
Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business
and advances to customers in the ordinary course of 

  

 12 








 
business that are recorded as accounts receivable), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any Restricted
Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or
disposition equal to the Fair Market Value of the Company’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(d) hereof. The acquisition by the Company or any
Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the
acquired Person in such third Person in an amount determined as provided in Section 4.07(d) hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving
effect to subsequent changes in value. 
  
 “Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions are authorized by law, regulation or executive order to remain closed (1) in the City of New York, (2) in the city in which the Corporate Trust Office of the Trustee
is located, (3) at a place of payment or (4) at any other location identified in the definition of “Business Day” (or the equivalent thereof) in the applicable Priority Lien Document; provided that the Trustee and the Collateral
Agent have previously been advised of such location in writing; and provided, further, that, for purposes of the Credit Agreement, such location shall be Atlanta, Georgia, unless and until the Trustee and the Collateral Agent are
notified in writing of any substitute or additional location. 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 on such
payment for the intervening period. 
  
 “Letter of
Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
  
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
  
 “Liquidated Damages” means all liquidated damages then owing
pursuant to the Registration Rights Agreement. 
  
 “Management Agreement” means the Management Consulting Agreement dated as of December 29, 1999 between the Company and American Securities Capital Partners, L.P., as amended through the date of this Indenture. 

 
 “Net Income” means, with respect to any specified Person,
the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
  

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with:
(a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and 
  

 13 








 (2) any extraordinary gain (but not loss), together with any related provision for taxes
on such extraordinary gain (but not loss). 
  
 “Net
Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees and discounts, and sales commissions, and any other fees and expenses,
including without limitation relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing
arrangements, amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with GAAP. 
  
 “Non-Recourse Debt” means Indebtedness: 
  
 (1) as to which neither the Company nor any of its Restricted Subsidiaries (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 of the Indebtedness 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 of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or
cause the payment of the Indebtedness 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 stock or assets of the Company or
any of its Restricted Subsidiaries. 
  
 “Non-U.S.
Person” means a Person who is not a U.S. Person. 
  
 “Note Debt” means: 
  
 (1) the Notes; and 
  
 (2) any
Additional Notes that are permitted to be incurred by Section 4.09 hereof. 
  
 provided, that the satisfaction of the requirement in clause (2) shall be conclusively established, for purposes of entitling the holders of Additional Notes to share equally and ratably with the other Holders of Note Obligations in
the benefits and proceeds of the Collateral Agent’s security interests in the Collateral, if the Company delivers to the Collateral Agent an Officers’ Certificate stating that such requirement has been satisfied and that the Additional
Notes constitute “Note Obligations”, and the holders of such Additional Notes and Obligations in respect thereof will be entitled to rely conclusively thereon. 
  
 “Note Documents” means, collectively, this Indenture, the Notes (including any Additional Notes), the Note
Guarantees, the Security Documents, the Intercreditor Agreement and all agreements binding on any Obligor related thereto. 
  

 14 








 “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations
under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 
  
 “Note Lien” means a Lien granted pursuant to a Security Document by the Company or any other Obligor to the Collateral Agent (or any other Holder, or representative of Holders, of Note Obligations)
upon any property or assets of the Company or such Obligor to secure Note Obligations. 
  
 “Note Obligations” means Note Debt and all other Obligations in respect thereof, including, without limitation, any fees, indemnification or reimbursement obligations owing to the Note holders, the
Trustee or the Collateral Agent, as applicable. 
  
 “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any Additional Notes. 
  
 “Obligations” means: 
  
 (1) any principal (including reimbursement obligations with respect to letters of credit whether or not drawings have been made thereon),
interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and any reimbursement obligations therein and interest accruing at the then
applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness; 
  
 (2) the obligation to pay an amount equal to all damages that a court shall determine any holder of the
applicable Secured Debt has suffered by reason of a breach by the applicable obligor thereunder of any obligation, covenant or undertaking with respect to any applicable Secured Debt Document; and 
  
 (3) any net obligations of the obligor under any applicable
Secured Debt Document to any holder of Secured Debt (or any representative on its behalf) or any Affiliate thereof under any interest hedge agreement or foreign exchange agreement. 
  
 “Obligor” means the Company, Parent and each Restricted Subsidiary of the Company (if any) that at any time
guarantees or provides collateral security or credit support for any Note Obligations. 
  
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
  
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof. 
  

 15 








 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to
the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
  
 “Parent” means EPL Intermediate, Inc., and any successor thereto including by way of liquidation,
dissolution or winding up. 
  
 “Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
  
 “Permitted Business” means the ownership, operation or
franchising of restaurants, including a single restaurant, and any business that is reasonably related, ancillary or complementary thereto. 
  
 “Permitted Debt” means: 
  
 (1) the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to
exceed $15 million of revolving credit Indebtedness plus the amount of term loan Indebtedness outstanding on the date of this Indenture after application of the proceeds from the initial offering of the Notes; 
  
 (2) the incurrence by the Company and its Restricted
Subsidiaries of the Existing Indebtedness; 
  
 (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued
pursuant to the Registration Rights Agreement; 
  
 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing,
whether or not incurred at the time of such cost or acquisition, all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment or intellectual property rights used in the business
of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this
clause (4), not to exceed the amount of amortization payments since the date of this Indenture with respect to any such Indebtedness outstanding on the date of this Indenture plus $5.0 million at any time outstanding; 
  
 (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, with respect to assets that are acquired by the Company or any of its Restricted Subsidiaries in connection with
the acquisition of restaurants, including from any of the Company’s franchisees, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any
Indebtedness incurred pursuant to this clause (5), not to exceed $7.0 million at any time outstanding; 
  

 16 








 (6) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred
under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or clauses (2), (3), (4), (5), (6) or (14) of this definition; 
  
 (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that: 
  
 (a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all
Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 
  
 (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company; 
  
 will be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7); 
  
 (8) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of
preferred stock; provided, however, that: 
  
 (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Subsidiary of the Company; and 
  
 (b) any sale or other transfer of any such preferred stock
to a Person that is not either the Company or a Restricted Subsidiary of the Company; 
  
 will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8); 
  
 (9) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are
incurred for the purpose of fixing or hedging (a) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or (b) currency values or commodity prices with respect to
transactions entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 
  
 (10) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of Section 4.09 hereof; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be subordinated or pari passu, as
applicable, to the same extent as the Indebtedness guaranteed; 
  

 17 








 (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business; 
  
 (12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; 
  
 (13) Indebtedness arising from agreements of the Company or
a Restricted Subsidiary providing for indemnification, adjustment or purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; and 
  
 (14) the incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $5.0 million. 

 
 “Permitted Investments” means: 
  
 (1) any Investment in the Company or in a Restricted
Subsidiary of the Company that is a Guarantor; 
  
 (2) any Investment in Cash Equivalents; 
  
 (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: 
  
 (a) such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or 
  
 (b) such Person is merged, consolidated or amalgamated with
or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is a Guarantor; 
  
 (4) any Investment made prior to the date of this Indenture; 
  
 (5) any Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; 
  
 (6) any acquisition of assets or Capital Stock solely in exchange for, or out of the net cash proceeds received from, the issuance of
Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such Investment pursuant to this clause (6) will be excluded from clause (3)(b) of Section
4.07(a) hereof; 
  
 (7) any Investments received
in compromise or resolution of (A) obligations of trade creditors, franchisees or customers that are accounts receivable of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement


  

 18 








 
upon the bankruptcy or insolvency of any trade creditor, franchisee or customer; or (B) litigation, arbitration or other disputes with Persons who are not
Affiliates; 
  
 (8) Investments represented by
Hedging Obligations; 
  
 (9) endorsements of
negotiable instruments and documents in the ordinary course of business; 
  
 (10) pledges or deposits permitted under clause (9) of the definition of Permitted Liens; 
  
 (11) repurchases of the Notes; 
  
 (12) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course of business; 
  
 (13) loans or advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary; 
  
 (14) receivables owing to the Company or any Restricted
Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances; and 
  
 (15) other Investments in any Person other than an Affiliate
of the Company having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that
are at the time outstanding not to exceed $5.0 million. 
  
 “Permitted Liens” means: 
  
 (1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that was incurred pursuant to clause (1) of the definition of Permitted Debt; 
  
 (2) Liens in favor of the Company or the Guarantors;

  
 (3) Liens on property or shares of Capital
Stock of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary; 
  
 (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of
the Company; provided that such Liens were in existence prior to such acquisition, and not incurred in contemplation of, such acquisition; 
  
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business; 
  

 19 








 (6) Liens to secure Indebtedness permitted by clause (4) or (5) of the definition of
Permitted Debt, in each case covering only the assets acquired with or financed by such Indebtedness; 
  
 (7) Liens existing on the date of this Indenture; 
  
 (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are
being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 
  
 (9) pledges or deposits by a Person under worker’s
compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security
for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 
  
 (10) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred
in the ordinary course of business; 
  
 (11)
judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the
period within which such proceedings may be initiated shall not have expired; 
  
 (12) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or any of its Restricted Subsidiaries in
excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution; 
  
 (13) survey exceptions, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness
and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
  
 (14) Liens securing Hedging Obligations so long as such Hedging Obligations relate to Indebtedness that is
permitted to be incurred under this Indenture; 
  
 (15) Liens created for the benefit of (or to secure) this Indenture, the Notes (or the Note Guarantees); 
  
 (16) (a) Liens securing Indebtedness under Credit Facilities and (b) Liens to secure Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money indebtedness, in each case that, at the time that such Indebtedness was incurred, after giving pro forma effect to such Indebtedness as if such Indebtedness had been incurred at the beginning of the
four fiscal quarters most recently completed prior to the date of such incurrence for which internal financial statements are available, and to the pro forma application of the net proceeds of 

  

 20 








 
such Indebtedness, did not result in a Fixed Charge Coverage Ratio for such four-quarter period that was less than 3.0 to 1; 
  
 (17) Liens to secure any Permitted Refinancing Indebtedness
permitted to be incurred under this Indenture; provided, however, that: 
  
 (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to
which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 
  
 (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount,
or, if greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; and

  
 (18) Liens to secure Indebtedness permitted
by clause (14) of the definition of Permitted Debt. 
  
 “Permitted Parent Payments” means, without duplication as to amounts: 
  
 (1) payments to Parent or Holdings to permit Parent or Holdings to pay franchise taxes or other costs of maintaining their corporate
existence, accounting, legal and administrative and other operating expenses of Parent of Holdings when due, in an aggregate amount not to exceed $250,000 per annum; 
  
 (2) for so long as the Company is a member of a group filing a consolidated or combined tax return with
Parent or Holdings, payments to Parent or Holdings in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed
the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members
of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that
Parent or Holdings actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days of Parent’s or Holdings’ receipt of such Tax Payments or
refunded to the Company; and 
  
 (3) dividends or
distributions to Parent or Holdings to permit Parent or Holdings to (a) satisfy its payment obligations, if any, under the Management Agreement as in effect on the date of this Indenture, or as later amended, provided that any such amendment is not
more disadvantageous to the Company in any material respect than the Management Agreement as in effect on the date of this Indenture or (b) make payments pursuant to bonus arrangements adopted in connection with the issuance of the Notes.

  

 21 








 “Permitted Prior Liens” means: 
  
 (1) Liens described in clauses (1), (3), (4), (7), (16)(a),
(17) (but only to the extent the Indebtedness being refinanced thereunder is, at the time of such refinancing, secured by a Permitted Prior Lien) and (18) of the definition of Permitted Liens; and 
  
 (2) Liens that arise by operation of law and are not
voluntarily granted, to the extent entitled by law to priority over the security interests created by the Security Documents. 
  
 “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for,
or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness), including Indebtedness of the Company or any
Restricted Subsidiary used to refinance Permitted Refinancing Indebtedness; provided that: 
  
 (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal
amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in
connection therewith); 
  
 (2) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged; 
  
 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged; and 
  
 (4) such Indebtedness is
incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or other entity. 
  
 “Preferred Stock” means any Equity Interest with preferential right of payment (i) of dividends, or (ii) upon liquidation, dissolution or winding up of the issuer of such Equity Interest. 

 
 “Principal” means American Securities Partners II, L.P.

  
 “Priority Lien” means a Lien granted pursuant
to a Priority Lien Security Document by the Company or any other Obligor to any holder, or representative of holders, of Priority Lien Obligations upon any property or assets of the Company or such Obligor to secure Priority Lien Obligations.

  
 “Priority Lien Collateral Agent” means the
Credit Agreement Agent or, after all Priority Lien Obligations in respect of the Credit Agreement have been repaid in full, a single representative of all holders of Priority Liens most recently designated by the Company in an Officers’
Certificate delivered to the Trustee and Collateral Agent or the successor of such representative in its capacity as such. 
  

 22 








 “Priority Lien Debt” means the principal amount of any Indebtedness which, when incurred
(or, in the case of any reimbursement obligation for a letter of credit issued under any Credit Facility, when such letter of credit was issued), either (a) was permitted to be secured by Liens permitted by clause (1), (16)(a) or (18) of the
definition of Permitted Liens or (b) was incurred (or, in the case of any such reimbursement obligation, relates to a letter of credit that was issued) upon delivery to the Priority Lien Collateral Agent and the Collateral Agent of an Officers’
Certificate to the effect that, at the time of such incurrence, such Indebtedness was permitted to be secured by Liens permitted by clause (1), (16)(a) or (18) of the definition of Permitted Liens, including without limitation any such Indebtedness
incurred in any insolvency or liquidation proceeding to the extent constituting Indebtedness permitted to be secured by Liens permitted by clause (1), (16)(a) or (18) of the definition of Permitted Liens (it being agreed that, for purposes of
qualifying as “Priority Lien Debt,” any loan advanced or letter of credit issued under a line of credit will be deemed “incurred” at the time the Credit Facility governing such Indebtedness is entered into); provided that
any holder of Priority Lien Debt and the Priority Lien Collateral Agent shall be conclusively entitled to rely on an Officers’ Certificate from the Company addressed to any such holder or the Priority Lien Collateral Agent (a copy of which
Officers’ Certificate is provided substantially concurrently to the Collateral Agent and the Trustee) that any borrowings, issuances of letters of credit or other extensions of credit under any Credit Facility were incurred, and are permitted
to be incurred, under the terms of this Indenture. 
  
 “Priority Lien Documents” means the Credit Agreement, the Priority Lien Security Documents and all other agreements governing, securing or relating to any Priority Lien Obligations. 
  
 “Priority Lien Obligations” means the Priority Lien Debt and
all other Obligations of the Company or any Obligor under the Priority Lien Documents. 
  
 “Priority Lien Security Documents” means one or more security agreements, pledge agreements, collateral assignment, mortgages, deed of trust or other grants or transfers for security executed and
delivered by the Company or any other Obligor creating (or purporting to create) a Lien upon property owned or to be acquired by the Company or any other Obligor in favor of any holder or holders of Priority Lien Debt, or any trustee, agent or
representative acting for any such holders, as security for any Priority Lien Obligations. 
  
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this
Indenture. 
  
 “QIB” means a “qualified
institutional buyer” as defined in Rule 144A. 
  
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Indenture, between the Company and Initial Purchaser, as such agreement may be amended, modified or supplemented from
time to time, and, with respect to any Additional Notes, one or more registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to
rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 
  
 “Regulation S” means Regulation S promulgated under the Securities Act. 
  
 “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global
Note, as appropriate. 
  

 23 








 “Regulation S Permanent Global Note” means a permanent Global Note in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of
the Regulation S Temporary Global Note upon expiration of the Restricted Period. 
  
 “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued
in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. 
  
 “Related Party” means: 
  
 (1) any controlling equity holder or more than 50% owned Subsidiary of any Principal; or 
  
 (2) any trust, corporation, partnership, limited liability
company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a more than 50% controlling interest of which consist of the Principal and/or such other Persons referred to in the immediately
preceding clause (1). 
  
 “repayment in full”
means termination of all commitments to extend credit that would constitute Priority Lien Debt, payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (except undrawn letters of credit), discharge or
cash collateralization (at the lower of (1) 108% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable Priority Lien Document) of all letters of credit
outstanding under any Priority Lien Debt, and payment in full in cash of all other Priority Lien Obligations (except Unasserted Contingent Obligations) that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash.
“paid in full” shall have the correlative meaning. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Division-Corporate Finance Unit of the Trustee (or any successor group of the Trustee) located at the address of the
Trustee set forth in Section 13.02 who has 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 by a Responsible Officer
because of his knowledge of and familiarity with the particular subject. 
  
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
  
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
  
 “Restricted Investment” means an Investment other than a
Permitted Investment. 
  
 “Restricted Period”
means the 40-day distribution compliance period as defined in Regulation S. 
  
 “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 
  
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
  
 “Rule 144A” means Rule 144A promulgated under the Securities
Act. 
  

 24 








 “Rule 903” means Rule 903 promulgated under the Securities Act. 
  
 “Rule 904” means Rule 904 promulgated under the Securities
Act. 
  
 “SEC” means the Securities and Exchange
Commission. 
  
 “Secured Debt” means Note Debt
and Priority Lien Debt. 
  
 “Security Documents”
means one or more security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by the Company or any
other Obligor creating (or purporting to create) a Note Lien upon Collateral, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms. 
  
 “Securities Act” means the Securities Act of 1933, as
amended. 
  
 “Shelf Registration Statement” means
the Shelf Registration Statement as defined in the Registration Rights Agreement. 
  
 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture. 
  
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 
  
 “Subsidiary” means, with respect to any specified Person:

  
 (1) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and 
  
 (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof). 
  
 “Swap Agreement” means the Interest Rate Swap Agreement, dated as of July 23, 2002, between the Company and Fleet National Bank. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified thereunder. 
  

 25 








 “Trustee” means the party named as such in the preamble to this Indenture until a
successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “Unasserted Contingent Obligations” means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other
liabilities (except (i) the principal of and interest and premium (if any) on, and fees relating to, any Indebtedness, (ii) contingent obligations to reimburse the issuer of an outstanding letter of credit for amounts that may be drawn or paid
thereunder and (iii) any such contingent claims or demands as to which the Priority Lien Collateral Agent or any holder of Priority Lien Obligations has then notified the Company) in respect of which no claim or demand for payment has been made at
such time. 
  
 “Unrestricted Global Note” means a
Global Note that does not bear and is not required to bear the Private Placement Legend. 
  
 “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 
  
 “Unrestricted Subsidiary” means any Subsidiary of the Company is designated by the Board of Directors of
the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, and any Subsidiary of such Unrestricted Subsidiary, but only to the extent that such Subsidiary: 
  
 (1) has no Indebtedness other than Non-Recourse Debt;

  
 (2) except as permitted by Section 4.11
hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; 
  
 (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a)
to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such 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 Company or any of its Restricted Subsidiaries. 
  
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
  
 “Voting Stock” of any specified Person as of any date means
the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
  
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, 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 payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years 

  

 26 








 
(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” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by
one or more Wholly-Owned Restricted Subsidiaries of such Person and one or more Wholly-Owned Restricted Subsidiaries of such Person. 
  
 Section 1.02 Other Definitions. 
  

			
	 Term

	  	Defined in
Section


	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Offering Circular”
	  	9.01
	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Tax Payments”
	  	1.01

  
 Section 1.03 Incorporation by Reference of Trust Indenture Act. 
  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings: 
  
 “indenture securities” means the Notes; 
  
 “indenture security Holder” means a Holder of a Note;

  
 “indenture to be qualified” means this
Indenture; 
  
 “indenture trustee” or
“institutional trustee” means the Trustee; and 
  

 27 








 “obligor” on the Notes and the Note Guarantees means the Company and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. 
  
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04 Rules of Construction. 
  
 Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP; 
  
 (3)
“or” is not exclusive; 
  
 (4) words in
the singular include the plural, and in the plural include the singular; 
  
 (5) “will” shall be interpreted to express a command; 
  
 (6) provisions apply to successive events and transactions; and 
  
 (7) references to sections of or rules under the Securities Act will be deemed to include substitute,
replacement of successor sections or rules adopted by the SEC from time to time. 
  
 ARTICLE 2. 
 THE NOTES 
  
 Section 2.01 Form and Dating. 
  
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples
thereof. 
  
 The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the Company, Parent (as to Sections 4.20, 5.01(c), 8.03, 8.07 and Article 10 only) and the Trustee, by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
  
 (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be
specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global 

  

 28 








 
Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee
or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  
 (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the
Trustee of: 
  
 (1) a written certificate from
the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary
Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
  
 (2) an Officers’ Certificate from the Company. 
  
 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be
exchanged for beneficial interests in Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global
Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 
  
 (3) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System”
and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream. 
  
 Section 2.02 Execution and Authentication. 
  
 At least one Officer must sign the Notes for the Company by manual or facsimile signature. 
  
 If an Officer whose signature is on a Note no longer holds that office at the
time a Note is authenticated, the Note will nevertheless be valid. 
  
 A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 The Trustee will, upon receipt of a written order of the Company signed by
one Officer of the Company (an “Authentication Order”), authenticate and deliver: (i) on the date hereof, an aggregate 

  

 29 








 
principal amount of $110.0 million 91⁄4% Senior Secured Notes due 2009, (ii) Additional Notes issued in compliance with Section 2.14 hereof for an
original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like
principal amount of Initial Notes or Additional Notes. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated. 
  
 The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the Company. 
  
 Section 2.03 Registrar and Paying Agent. 
  
 The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment
(“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

  
 The Company initially appoints The Depository Trust Company
(“DTC”) to act as Depositary with respect to the Global Notes. 
  
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 
  
 Section 2.04 Paying Agent to Hold Money in Trust. 
  
 The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and
hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes. 
  
 Section 2.05 Holder Lists. 
  
 The Trustee will preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in writing, a list in 

  

 30 








 
such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply
with TIA § 312(a). 
  
 Section 2.06
Transfer and Exchange. 
  
 (a) Transfer and Exchange of
Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: 
  
 (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; or 
  
 (2) the Company in its sole discretion determines that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company
for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. 
  
 Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
  
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes
will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor (as defined in Rule 902(d)
promulgated under the Securities Act)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 
  

 31 








 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
  
 (A) both: 
  
 (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged; and 
  
 (ii) instructions given in
accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 
  
 (B) both: 
  
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
  
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior
to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. 
  

Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to
Section 2.06(h) hereof. 
  
 (3) Transfer of
Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 
  
 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation
S Global Note, then the 

  

 32 








 
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
  
 (4) Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to
a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
  
 (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that (i) it is not an Affiliate of the Company, (ii) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in
the Exchange Offer and (iii) it is acquiring the Exchange Notes in its ordinary course of business; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
  
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

  
 and, in each such case set forth in this subparagraph (D), if
the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  

 33 








 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted
Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
  
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note. 
  
 (c)
Transfer or Exchange of Beneficial Interests for Definitive Notes. 
  
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  
 (B) if such beneficial interest is being transferred to a
QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
  
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
  
 (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable; 
  
 (F) if such
beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (G) if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Company shall execute and the 

  

 34 








 
Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
  
 (2) Beneficial Interests in Regulation S Temporary Global
Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in
the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
  
 (3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (i) it
is not an Affiliate of the Company, (ii) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and
(iii) it is acquiring the Exchange Notes in its ordinary course of business; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or 
  
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  

 35 








 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in
an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the
conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will
authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in
such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee
will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

  
 (d) Transfer and Exchange of Definitive Notes for
Beneficial Interests. 
  
 (1) Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof; 
  
 (D)
if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof; 
  
 (E) if
such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a


  

 36 








 
certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable; 
  
 (F) if such Restricted Definitive
Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement
under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  
 the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 
  
 (2) Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that (i) it is not an Affiliate of the Company, (ii) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution
of the Exchange Notes to be issued in the Exchange Offer and (iii) it is acquiring the Exchange Notes in its ordinary course of business; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
  
 (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance 

  

 37 








 
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act. 
  
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

  
 (3) Unrestricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global Notes. 
  
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or
(3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
  
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
  
 (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
  
 (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof; 
  
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transfer will be made pursuant to any other
exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable. 
  
 (2) Restricted Definitive
Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or 

  

 38 








 
transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
  
 (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (i) it is not an Affiliate of the
Company, (ii) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (iii) it is acquiring the
Exchange Notes in its ordinary course of business; 
  
 (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or 
  
 (D) the
Registrar receives the following: 
  
 (i) if the
Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
  
 (ii) if the Holder of such Restricted Definitive Notes
proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

 
 and, in each such case set forth in this subparagraph (D), if the
Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the
Holder thereof. 
  
 (f) Exchange Offer. Upon the occurrence
of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
  
 (1) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 
  

 39 








 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal
amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. 
  
 Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee
will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
  
 (g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this
Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
  
 (1) Private Placement Legend. 
  
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form: 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 
  
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARIES OF THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION 

  

 40 








 
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR TRANSFER AGENT’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR TRANSFER AGENT.” 
  
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
(d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 
  
 (2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

  
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.” 
  
 (3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a
legend in substantially the following form: 
  
 “THE RIGHTS ATTACHING
TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATES NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER 

  

 41 








 
NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.” 
  
 (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at
the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global
Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  
 (i) General Provisions Relating to Transfers and Exchanges. 
  
 (1) To permit registrations of transfers and exchanges, the
Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
  
 (2) No service charge will be made to a Holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
  
 (3) The Registrar will not be required to register the
transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
  
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be
the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (5) Neither the Registrar nor the Company will be required:

  
 (A) to issue, to register the transfer of or
to exchange any Notes (i) during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection or (ii) during a
period beginning of the opening of business 15 days before any interest payment date and ending at the close of business on such interest payment date; 
  
 (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part; or 
  

 42 








 (C) to register the transfer of or to exchange a Note between a record date and the next
succeeding interest payment date. 
  
 (6) Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
  
 (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of
Section 2.02 hereof. 
  
 (8) All certifications,
certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  
 The Trustee shall have no obligation or duty under this Indenture to monitor,
determine or inquire as to compliance with any restriction on transfers imposed under this Indenture under applicable securities law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

  
 Section 2.07 Replacement Notes.

  
 If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 
  
 Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
  
 Section 2.08 Outstanding Notes. 
  
 The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not
outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed
to be outstanding for purposes of Section 3.07(a) hereof. 
  
 If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
  
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest
on it ceases to accrue. 
  

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 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 
  
 Section 2.09 Treasury Notes. 
  
 In determining whether the Holders of the required principal amount of Notes
have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will
be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

  
 Section 2.10 Temporary Notes.

  
 Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes will be entitled to all of the benefits of this
Indenture. 
  
 Section 2.11 Cancellation.

  
 The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Company. The Company
may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
  
 Section 2.12 Defaulted Interest. 
  
 If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be less than
10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or
cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
  
 Section 2.13 CUSIP Numbers. 
  
 The Company in issuing the Notes may use CUSIP, ISIN or other such numbers (if then generally in use), and, if so, the Trustee shall use CUSIP, ISIN or
other such numbers in notices of redemption as a 

  

 44 








 
convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the CUSIP, ISIN or other numbers. 
  
 Section 2.14 Issuance of Additional Notes. 
  
 The Company shall be entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the
Holders, to issue Additional Notes under this Indenture with identical terms as the Initial Notes other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and
(iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture. 
  
 With respect to
any Additional Notes, the Company shall set forth in an Officers’ Certificate pursuant to a resolution of the Board of Directors of the Company, copies of which shall be delivered to the Trustee, the following information: 
  
 (1) the aggregate principal amount of such Additional Notes
to be authenticated and delivered pursuant to this Indenture; 
  
 (2) the issue price, the issue date and the CUSIP number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have
“original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended; and 
  
 (3) whether such Additional Notes shall be issued in the form of Restricted Global Notes or Exchange Notes. 
  
 ARTICLE 3. 
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01 Notices to Trustee. 
  
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth: 
  
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 
  
 (2) the redemption date; 
  
 (3) the principal amount of Notes to be redeemed; and

  
 (4) the redemption price. 
  

 45 








 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 
  
 If less than all of the Notes are to be redeemed or purchased in an offer to
purchase at any time, the Trustee will select Notes for redemption or purchase as follows: 
  
 (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or 
  
 (2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. 
  
 In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 
  
 The Trustee will promptly notify the Company in writing of the Notes selected
for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
  

Section 3.03 Notice of Redemption. 
  
 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its 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 defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 of this Indenture. 
  
 The notice will identify the Notes to be redeemed and will state: 
  
 (1) the redemption date; 
  
 (2) the redemption price; 
  
 (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 upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 
  
 (4) the name and address of the Paying Agent; 
  
 (5) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price; 
  

 46 








 (6) that, unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date; 
  
 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

  
 (8) 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 Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph. 
  
 Section
3.04 Effect of Notice of Redemption. 
  
 Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
  
 Section 3.05 Deposit of Redemption or Purchase Price.

  
 One Business Day prior to the redemption or purchase date,
the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Liquidated Damages,
if any, on, all Notes to be redeemed or purchased. 
  
 If the
Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased
on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any
Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  
 Section 3.06 Notes Redeemed or Purchased in Part.

  
 Upon surrender of a Note that is redeemed or purchased in
part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered. 
  

 47 








 Section 3.07 Optional Redemption. 
  
 (a) At any time prior to December 15, 2006, the Company may on any one or
more occasions redeem (i) up to 35% of the aggregate principal amount of Notes originally issued under this Indenture and (ii) all or a portion of any Additional Notes issued after the date of this Indenture, in each case at a redemption price of
109.250% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company or a contribution to
the Company’s common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent of the Company; provided that: 
  
 (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture
(excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
  
 (2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. 
  
 Except pursuant to this Section 3.07(a), the Notes will not be redeemable at
the Company’s option prior to December 15, 2006. 
  
 (b) On
or after December 15, 2006, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of holders of Notes on the
relevant record date to receive interest on an interest payment date that is prior to the applicable redemption date: 
  

				
	 Year

	  	Percentage

	 
	 2006
	  	104.625	%
	 2007
	  	102.313	%
	 2008 and thereafter
	  	100.000	%

  
 Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
  
 (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06
hereof. 
  
 Section 3.08 Mandatory
Redemption. 
  
 The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes. 
  
 Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
  
 In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale
Offer”), it will follow the procedures specified below. 
  
 The Asset Sale Offer shall be made to all Holders. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, 

  

 48 








 
except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 
  
 If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued
and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the
Asset Sale Offer. 
  
 Upon the commencement of an Asset Sale
Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
  
 (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale
Offer will remain open; 
  
 (2) the Offer Amount,
the purchase price and the Purchase Date; 
  
 (3)
that any Note not tendered or accepted for payment will continue to accrue interest; 
  
 (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest after the Purchase Date; 
  
 (5)
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; 
  
 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date; 
  
 (7) that
Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
  
 (8) that, if the aggregate principal amount of Notes exceeds the Offer Amount, the Company will select the
Notes to be purchased on a pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will
be purchased); and 
  
 (9) that Holders whose
Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
  

 49 








 On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro
rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted
by the Company for purchase, and the Company, will promptly issue a new Note, and the Trustee, upon written request from the Company will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on
the Purchase Date. 
  
 Other than as specifically provided in this
Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  
 ARTICLE 4. 
 COVENANTS 
  
 Section 4.01 Payment of Notes. 
  
 The Company will pay or cause to be paid the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on the date due if the Paying Agent, if
other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
then due. The Company will pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
  
 The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. 
  
 Section 4.02 Maintenance of Office or Agency. 
  
 The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind 

  

 50 








 
such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 
  
 The Company hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof. 
  
 Section 4.03 Reports. 
  
 (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 
  
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required
to file such reports; and 
  
 (2) all current
reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports; 
  
 provided that the Company’s obligation to furnish such reports will not commence until the earlier of (1) 150 days after the date of this Indenture and (2)
the date on which the Company files with the SEC the Exchange Offer Registration Statement contemplated by the Registration Rights Agreement. The availability of the foregoing materials on the SEC’s EDGAR service shall be deemed to satisfy the
Company’s delivery obligation. 
  
 All such reports will be
prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s
certified independent accountants. Following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for
public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). 
  
 (b) If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the
periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified in Section 4.03(a) unless the SEC will not
accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the
Company will post the reports referred to in Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 
  
 (c) For so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required
by Sections 4.03(a) and 4.03(b), it will furnish to the Holders of Notes 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.

  
 (d) In the event that (1) the rules and regulations of the SEC
permit the Company and any direct or indirect parent company of the Company to report at such parent entity’s level on a consolidated basis 

  

 51 








 
and (2) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or
indirectly of the Capital Stock of the Company, the information and reports required by this Section 4.03 may be those of such parent company on a consolidated basis. 
  
 Section 4.04 Compliance Certificate. 
  
 (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) 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 Parent and the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of
the signing Officers with a view to determining whether the Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in
the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may
have knowledge and what action the Company and its Subsidiaries 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 Company and its Subsidiaries are taking or propose to take with respect thereto. 
  
 (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 hereof shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of
established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4
or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge
of any such violation. 
  
 (c) So long as any of the Notes are
outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto. 
  
 Section 4.05 Taxes. 
  
 The Company will pay, and
will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes. 
  
 Section 4.06 Stay, Extension and Usury Laws. 
  
 The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, 

  

 52 








 
that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, 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 has been enacted. 
  
 Section 4.07 Restricted Payments. 
  
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, except for payments described in the Offering Circular under the heading “Use of Proceeds”:

  
 (1) declare or pay any dividend or make any
other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of
its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company); 
  
 (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 
  
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the
Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except (X) a payment of interest or
principal at the Stated Maturity thereof; or (Y) a payment, purchase, redemption, defeasance or other acquisition or retirement for value of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or retirement; or 
  
 (4) make any Restricted Investment 
  
 (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless,
at the time of and after giving effect to such Restricted Payment: 
  
 (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; 
  

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment
had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and 
  
 (3) such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture 

  

 53 








 
(excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (8), (9), (10) and (11) of Section 4.07(b)), is less than the sum, without
duplication, of: 
  
 (a) 50% of (i) the
Consolidated Net Income of the Company for the period (taken as one accounting period) from the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the
time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit) and (ii) any dividends received by the Company or a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor
after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in Consolidated Net Income of the Company for such period; plus 
  
 (b) 100% of (x) the aggregate net cash proceeds received by
the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable
Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the
Company), and (y) the Fair Market Value of assets received by the Company in the form of a capital contribution, plus 
  
 (c) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated,
repaid, repurchased or redeemed for cash or any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser of (i) the cash return
of capital with respect to such Restricted Investment (less the cost of disposition, if any) or the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation, as the case may be, and (ii) the initial
amount of such Restricted Investment or the Fair Market Value of the Company’s Investment in such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, as the case may be. 
  
 (b) So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit: 
  
 (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice,
the dividend or redemption payment would have complied with the provisions of this Indenture; 
  
 (2) the making of any Restricted Payment in exchange for Equity Interests of the Company (other than Disqualified Stock) or out of the net
cash proceeds received by the Company from the sale (other than to a Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock) or from the contribution of common equity capital to the Company; provided that
the amount of any such net cash proceeds will be excluded from and not duplicated with clause (3)(b) of Section 4.07(a); 
  
 (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor
that is contractually subordinated to the Notes or 

  

 54 








 
to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; 
  
 (4) the payment of any dividend (or, in the case of any
partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 
  
 (5) the repurchase, redemption or other acquisition or retirement for value of, or dividends or
distributions to Parent or Holdings to allow Parent or Holdings to repurchase, redeem or acquire, any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the
Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement 
  
 (a) upon the death or disability of such officer, director or employee; or 
  
 (b) upon the resignation or other termination of employment
of such officer, director or employee; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests pursuant to this clause (b) may not exceed $1.5 million in any twelve-month period plus the
aggregate net cash proceeds received by the Company after the date of this Indenture from the issuance of such Equity Interests to, or the exercise of options to purchase such Equity Interests by, any current or former director, officer or employee
of the Company or any Restricted Subsidiary (provided that the amount of such net cash proceeds received by the Company and utilized pursuant to this clause (b) for any such repurchase, redemption, acquisition or retirement will be excluded from
clause (3)(b) of Section 4.07(a)). 
  
 (6) the
repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; 
  
 (7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or
series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; 
  
 (8) Permitted Parent Payments and payments pursuant to the
Management Agreement as in effect on the date of this Indenture; 
  
 (9) cash dividends or distributions on account of the Company’s Equity Interests within 30 days of, or concurrently with, a transaction described in the proviso to the definition of Change of Control in an amount
not to exceed (a) the amount of the net cash investment in the Equity Interests of the Company or a direct or indirect parent of the Company in such transaction less (b) $75.0 million; provided that at the time of such dividend or
distribution and after giving pro forma effect thereto as if such dividend or distribution had been made at the beginning of the applicable four-quarter period, the Company would have been able to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; 
  
 (10) any repricing or issuance of employee stock options or the adoption of bonus arrangements, in each case in connection with the
issuance of the Notes, and payments pursuant to such arrangements; or 
  

 55 








 (11) other Restricted Payments in an aggregate amount not to exceed $5.0 million since
the date of this Indenture. 
  
 (c) The amount of all Restricted
Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the
Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $5.0 million. 
  
 (d) For purposes of determining compliance with this Section 4.07, if a
Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (11) of Section 4.07(b) or is entitled to be made according to Section 4.07(a), the Company may, in its sole discretion, classify the
Restricted Payment in any manner that complies with this Section 4.07. 
  
 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries. 
  
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
  
 (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; 
  
 (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 
  
 (3) sell, lease or transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries. 
  
 (b) The
restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: 
  
 (1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are
not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 
  
 (2) this Indenture, the Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreement;

  
 (3) applicable law, rule, regulation or
order; 
  
 (4) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except 

  

 56 








 
to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms
of this Indenture to be incurred; 
  
 (5)
customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business; 
  
 (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose
restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); 
  
 (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary
pending the sale or other disposition; 
  
 (8)
Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements
governing the Indebtedness being refinanced; 
  
 (9) Liens, including real estate mortgages, permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; 
  
 (10) provisions limiting the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is
applicable only to the assets that are the subject of such agreements; and 
  
 (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. 
  
 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock. 
  
 (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt) other than Permitted Debt, and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Company’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the
Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is
issued, as the case may be, would have been at least (a) 2.0 to 1 in the case of any incurrence or issuance on or before December 15, 2005 and (b) 2.25 to 1 in the case of any incurrence or issuance after December 15, 2005, in each case determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of
such four-quarter period. 
  

 57 








 (b) The Company will not incur, and will not permit any of its Restricted Subsidiaries to incur, any
Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Restricted Subsidiary unless such Indebtedness is also contractually subordinated in right of payment to
the Notes and the Note Guarantee of such Restricted Subsidiary on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of
the Company solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 
  
 (c) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14) of the definition of Permitted Debt, or is entitled to be incurred pursuant to Section 4.09(a), the Company will be permitted, in its sole discretion, to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding on the date on which Notes are
first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. 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, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09;
provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that
the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. 
  
 (d) The amount of any Indebtedness outstanding as of any date will be:

  
 (1) the accreted value of the Indebtedness,
in the case of any Indebtedness issued with original issue discount; 
  
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 
  
 (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 
  
 (a) the Fair Market Value of such assets at the date of
determination; and 
  
 (b) the amount of the
Indebtedness of the other Person. 
  
 Section
4.10 Asset Sales. 
  
 (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
  
 (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to
the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and 
  

 58 








 (2) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (2), each of the following will be deemed to be cash: 
  
 (A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability; 
  
 (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days after such Asset Sale, to
the extent of the cash received in that conversion; and 
  
 (C) any stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b) and any Permitted Investments. 
  
 (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds at its option: 
  
 (1) to repay Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
  
 (2) to acquire all or substantially all of the assets of, or
any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 
  
 (3) to make a capital expenditure; or 
  
 (4) to acquire other assets that are not classified as
current assets under GAAP and that are used or useful in a Permitted Business or other assets (including current assets) of any of the Company’s franchisees; 
  
 provided that, any Capital Stock and any assets (including the assets of any Permitted Business) that are acquired pursuant to
clauses (2), (3) or (4) of this Section 4.10(b) with any Net Proceeds from an Asset Sale that constitutes a sale or other disposition of Collateral will constitute Collateral. Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or temporarily invest the Net Proceeds in cash or Cash Equivalents. 
  
 (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.”
The Company will, once the aggregate amount of Excess Proceeds exceeds $5.0 million, make an Asset Sale Offer in accordance with Section 3.09 hereof to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale 

  

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Offer, the amount of Excess Proceeds will be reset at zero. Notwithstanding the foregoing provisions of this Section 4.10(c), the Company will not be
required to make an Asset Sale Offer in accordance with this Section 4.10(c) until the aggregate amount of Excess Proceeds exceeds $5.0 million. 
  
 (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or
4.10 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance. 
  
 Section 4.11 Transactions with Affiliates.

  
 (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless: 
  
 (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 
  
 (2) the Company delivers to the Trustee: 
  
 (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $2.5 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that
such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and 
  
 (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. 
  
 (b) The following items and any agreements or employee benefit plans in
effect on the date of this Indenture or any amendment thereto or replacement agreement or plan thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Company in any material respect than the original
agreement or plan as in effect on the date of this Indenture, as reasonably determined by the Board of Directors or senior management of the Company, and payments pursuant thereto, will not be deemed to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.11(a): 
  
 (1) any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business
and payments pursuant thereto and the issuance of Equity Interests of the Company (other than Disqualified Stock) to directors and 

  

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employees pursuant to stock option or stock ownership plans, in each case, approved in good faith by the Board of Directors of the Company; 
  
 (2) transactions between or among the Company and/or its
Restricted Subsidiaries; 
  
 (3) transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
  
 (4) payment of reasonable directors’ fees, compensation
benefits or indemnity to directors; 
  
 (5) any
issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; 
  
 (6) Restricted Payments that do not violate Section 4.07 hereof and Permitted Liens; 
  
 (7) loans or advances to employees made in the ordinary
course of business; 
  
 (8) any transaction with
suppliers or franchisees in the ordinary course of business that are on substantially similar terms to those contained in similar transactions by the Company or any of its Restricted Subsidiaries with unaffiliated suppliers and franchisees
consistent with past practice; and 
  
 (9)
Permitted Parent Payments. 
  
 Section 4.12
Liens. 
  
 (a) The Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired by the Company or any of its Restricted Subsidiaries or any proceeds, income or
profits therefrom, or assign or convey any right to receive income therefrom, except Permitted Liens. 
  
 (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, grant or permit to exist a Lien upon any asset or property (whether
then held by it or to be acquired by it at a future time) as security for any Note Obligations, unless such Lien secures all Note Obligations (including the Notes) on an equal and ratable basis. 
  
 (c) The Company will not, and will not permit any of its Restricted
Subsidiaries to, grant or permit to exist a Lien upon any asset or property (other than any asset or property to the extent that it would otherwise be an Excluded Asset pursuant to clause (1) or clause (3) of the definition of Excluded Assets)
acquired by it after the date of this Indenture securing any Priority Lien Obligations unless, concurrently therewith, the Collateral Agent is granted and holds an enforceable and perfected second-priority security interest upon such property as
security for the Note Obligations, subject only to Priority Liens and other Permitted Prior Liens. 
  
 Section 4.13 Business Activities. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
  

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 Section 4.14 Corporate Existence. 
  
 Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect: 
  
 (1) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of
the Company or any such Subsidiary; and 
  
 (2)
the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes. 
  
 Section 4.15 Offer to Repurchase Upon Change of Control. 
  
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000) of that Holder’s Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on
the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of Control
Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: 
  
 (1) that the Change of Control Offer is being made pursuant
to this Section 4.15 and that all Notes tendered will be accepted for payment; 
  
 (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”); 
  
 (3) that any Note not tendered will continue to accrue interest; 
  
 (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
  
 (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date; 
  
 (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
  

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 (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 
  
 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with
the provisions of Section 3.09 hereof or this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue
of such compliance. 
  
 (b) On the Change of Control Payment Date,
the Company will, to the extent lawful: 
  
 (1)
accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 
  
 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and 
  
 (3) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
  
 The Paying Agent will promptly mail (but in any case not later than five
Business Days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each
Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment
Date. 
  
 (c) Notwithstanding anything to the contrary in this
Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a
default in payment of the applicable redemption price. 
  
 Section 4.16 Limitation on Issuances and Sales of Equity Interests in Wholly-Owned Subsidiaries. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity
Interests in any Wholly-Owned Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly-Owned Subsidiary of the Company), unless: 
  

(1) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly-Owned Restricted
Subsidiary; and 
  
 (2) the Net Proceeds from
such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10 hereof. 
  

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 The Company will not permit any Wholly-Owned Restricted Subsidiary of the Company to issue any of its
Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Company or a Wholly-Owned Restricted Subsidiary of the Company. 
  
 Section 4.17 Payments for Consent. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of 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 and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  
 Section 4.18 Additional Note Guarantees. 

 
 If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture, then that newly acquired or created Domestic Subsidiary will (1) become a Guarantor and execute a supplemental indenture and such Security Documents (or amendments thereto) as shall be
necessary to grant to the Collateral Agent, for the benefit of the Holders, a perfected second-priority security interest in the Equity Interests and assets of such Domestic Subsidiary to the extent required by the Security Documents, in each case,
subject only to Priority Liens and other Permitted Prior Liens, and (2) deliver an Opinion of Counsel relating to the foregoing and the perfection of such security interest satisfactory to the Collateral Agent within 10 Business Days of the date on
which it was acquired or created. The form of such Note Guarantee is attached as Exhibit E hereto. 
  
 Section 4.19 Additional Collateral. 
  
 (a) At any time when there are Priority Lien Obligations existing that have not been paid in full: 
  
 (1) if the Company or any Restricted Subsidiary acquires
owned real property other than Excluded Assets, the Company or the applicable Restricted Subsidiary will be required to grant a security interest in such real property in favor of the Collateral Agent to the extent required under Section 4.12(c)
hereof; and 
  
 (2) if the Company or any
Restricted Subsidiary acquires any personal property (including as a result of the acquisition or creation by the Company or any Restricted Subsidiary of a Domestic Subsidiary after the date of this Indenture): 
  
 (A) the Company or the applicable Restricted Subsidiary will
be required to grant a security interest in such personal property in favor of the Collateral Agent to the extent required under Section 4.12(c) hereof; and 
  
 (B) so long as the property acquired is not an Excluded Asset, the Company or the applicable Restricted Subsidiary will be required to
grant a security interest therein in favor of the Collateral Agent as provided in the Security Documents (to the extent such security interest has not then been granted under such Security Documents). 
  
 Any security interest granted pursuant to clauses (1) and (2) of this Section
4.19(a) shall be an enforceable, perfected second-priority security interest, subject only to Priority Liens and other Permitted Prior Liens. 
  

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 (b) At any time when there are no Priority Lien Obligations existing that have not been paid in full:

  
 (1) if the Company or any Restricted
Subsidiary acquires owned real property (other than Excluded Assets) after the date of this Indenture with an aggregate Fair Market Value (as determined in good faith by the Board of Directors of the Company) in excess of $3.0 million, the Company
or the applicable Restricted Subsidiary will be required to execute and deliver to the Collateral Agent: 
  
 (A) a deed of trust or mortgage (with such modifications as are necessary to comply with applicable law) under which the Company or such
Restricted Subsidiary, as applicable, shall grant a security interest to the Collateral Agent in all such real property and any related fixtures (without regard to the $3.0 million threshold set forth above); and 
  
 (B) such opinions of counsel, if any, as the Collateral
Agent may reasonably require with respect to the creation and perfection of security interests; and 
  
 (2) if the Company or any Restricted Subsidiary acquires any personal property (including as a result of the acquisition or creation by
the Company or any Restricted Subsidiary of a Domestic Subsidiary after the date of this Indenture), other than an Excluded Asset, the Company or the applicable Restricted Subsidiary will be required to grant a security interest therein in favor of
the Collateral Agent as provided in the Security Documents (to the extent such security interest has not then been granted under such Security Documents). 
  
 Any security interest granted pursuant to clauses (1) and (2) of this Section 4.19(b) shall be an enforceable, first-priority perfected security interest,
subject only to Permitted Prior Liens (other than Priority Liens). 
  
 Section 4.20 Further Assurances; Insurance. 
  
 (a) The Company, Parent and each of the Guarantors will use commercially reasonable efforts to do or cause to be done all acts and things which may be required, or which the Collateral Agent from time to time may
reasonably request, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders of Note Obligations, duly created, enforceable and perfected security interests upon all Collateral owned on the date of this Indenture or
acquired at any time thereafter by the Company or any Guarantor, except Excluded Assets, and that such security interests are and at all times remain a second-priority security interest on all of the Collateral, subject only to Priority Liens and
other Permitted Prior Liens. 
  
 (b) At any time or from time to
time, the Company, Parent and each Guarantor will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and use commercially reasonable efforts to take such other actions, as may
reasonably be required, or which the Collateral Agent may reasonably request, to create, perfect, ensure the priority of, protect, assure or enforce the security interests and benefits intended to be conferred upon the Collateral Agent and the
Holders of the Note Obligations as contemplated by the Note Documents. 
  
 (c) The Company will maintain, and cause each of the Restricted Subsidiaries to maintain, such insurance, as is in the good faith judgment of the Board of Directors or senior management of the Company customary with companies in the same or
similar businesses operating in the same or similar locations. 
  

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 (d) The Company will, and will cause each other Obligor to, prior to any change in its respective legal
name or jurisdiction of organization, (1) notify the Collateral Agent thereof, (2) file, or cause to be filed, such additional financing statements with all necessary or reasonably required governmental authorities as shall be necessary to ensure
the continuing perfection and priority of the Collateral Agent’s security interests in the Collateral, and (3) deliver promptly to the Collateral Agent a copy of such duly filed financing statements. 
  
 (e) The Company will not, and will not permit any other Obligor to, take any
action, and will, and will cause each other Obligor to, use its commercially reasonable efforts, not to permit any action to be taken by others subject to its control, including, without limitation, licensees, which would in any material respect
affect the validity or enforcement of the rights mortgaged to the Collateral Agent under the Security Documents associated with the Intellectual Property Collateral (as defined in the Security Documents), in each case, other than in the ordinary
course of business. 
  
 (f) The Company will, and will cause each
other Obligor to, give to the Collateral Agent annual written notice of rights obtained by such Obligor to any new material Intellectual Property (as defined in the Security Documents) pursuant to any material licenses of Intellectual Property or
pursuant to any new Intellectual Property registration or application; provided that, if there are any Priority Lien Obligations outstanding that have not been Discharged (as defined in the Intercreditor Agreement), (1) the Company and the
other Obligors will be required to deliver to the Collateral Agent only such notices with respect thereto as shall then be required to be delivered to the Priority Lien Collateral Agent or the holders of Priority Lien Obligations under the
applicable Priority Lien Documents, and (2) if the Company and the Obligors are required to give any such notices to the Priority Lien Collateral Agent or the holders of Priority Lien Obligations more frequently than annually, the Company and the
Obligors will give such notices to the Collateral Agent with the frequency required under the applicable Priority Lien Documents. 
  
 (g) The Company and each other Obligor party thereto may, and hereby authorize the Collateral Agent to, modify unilaterally any schedule to any Security
Document that identifies Intellectual Property held by any Obligor by (1) by amending any such schedule to include any material Intellectual Property not fully identified therein and (2) by filing with the appropriate governmental authority, in
addition to and not in substitution for the applicable Security Document, a duplicate original of such Security Document; provided that, nothing in this sentence shall (1) obligate the Collateral Agent to modify any such schedule or make any
such Intellectual Property filing, or (2) relieve the Company and the Obligors of their respective obligations to make such filings and otherwise to ensure that the Collateral Agent holds a perfected second priority security interest in such
Intellectual Property to the extent constituting Collateral for the benefit of the holders of Note Obligations, subject only to Permitted Prior Liens. 
  
 (h) The Company will, and will cause each other Obligor to, to the extent deemed reasonable in the Company’s or such other Obligor’s business
judgment in the normal conduct of its business, prosecute diligently any Intellectual Property application that is part of the Intellectual Property Collateral pending as of, or following, the date of this Indenture until the termination of each
Security Document pursuant to which the Company or any other Obligor grants a security interest in any Intellectual Property Collateral to secure Note Obligations. The Company will not, and will not permit any other Obligor to, abandon any material
Intellectual Property Collateral, other than in the ordinary course of its business. The Company will, and will cause each other Obligor to, use its commercially reasonable efforts to maintain in full force and effect the Intellectual Property
Collateral that is or shall be material in the operation of its business. Any expenses incurred in connection with the foregoing will be borne by the Company or the applicable Obligor. 
  

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 Section 4.21 Designation of Restricted and Unrestricted Subsidiaries. 

 
 The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments
owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section
4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. 
  
 Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary,
it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date by Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the
Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted
if (1) such Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence
following such designation. 
  
 ARTICLE 5. 
 SUCCESSORS 
  
 Section 5.01 Merger, Consolidation, or Sale of Assets. 
  
 (a) The Company will not, directly or indirectly, consolidate or merge with or into another Person (whether or not the
Company is the surviving corporation), or sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless: 
  
 (1)
either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been
made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; 
  
 (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture, the Registration Rights Agreement, the Intercreditor Agreement and the Security Documents pursuant
to agreements reasonably satisfactory to the Trustee; 
  
 (3) immediately after such transaction, no Default or Event of Default exists; and 
  

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 (4) the Company or the Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof. 
  
 (b) Section 5.01(a) will not apply to: 
  
 (1) a merger of the Company with an Affiliate solely for the
purpose of reincorporating the Company in another jurisdiction; or 
  
 (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Wholly-Owned Restricted Subsidiaries. 
  
 (c) Parent may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not Parent is the surviving Person) another Person, unless either the Note Liens with respect to the Capital Stock of the Company are released as provided in Section 10.08 hereof
or: 
  
 (1) immediately after giving effect to
that transaction, no Default or Event of Default exists; and 
  
 (2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of Parent under this Indenture, pursuant to a
supplemental indenture and the appropriate security documents satisfactory to the Trustee. 
  
 Section 5.02 Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or
to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of
the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 
  

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 ARTICLE 6. 
 DEFAULTS AND REMEDIES 
  
 Section 6.01 Events of Default. 
  
 Each of the
following is an “Event of Default”: 
  
 (1) the Company defaults for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; 
  
 (2) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on
the Notes; 
  
 (3) the Company or any of its
Restricted Subsidiaries fails to comply with the provisions of Sections 4.10, 4.15 or 5.01 hereof; 
  
 (4) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in this Indenture
or the Notes or the Security Documents for 45 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; 
  
 (5) a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee exists as of, or is created after, the date of this Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and the principal amount
of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; 
  
 (6) failure by the Company or any of its Restricted
Subsidiaries to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 
  
 (7) the Company or any of its Restricted Subsidiaries that
is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of 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 property, 
  
 (D) makes a general assignment for the benefit of its creditors, or 
  
 (E) generally is not paying its debts as they become due; 
  

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 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: 
  
 (A) is for relief against the Company
or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
  
 (B) appoints a custodian of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or 
  
 (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
  
 and the order or decree remains undischarged, unstayed or unremedied and in effect for 60 consecutive days; or 
  
 (9) the occurrence of any of the following: 
  
 (a) an event of default under any of the Security Documents;

  
 (b) any of the Security Documents shall
cease, for any reason (other than pursuant to the terms thereof), to be in full force and effect, or the Company, Parent or any of its Restricted Subsidiaries shall so assert in writing, or any security interest created or purported to be created by
any of the Security Documents shall cease to be enforceable or of the same effect and priority purported to be created thereby, in each case for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class; or 
  
 (c) the Company, Parent or any of its Restricted Subsidiaries repudiates, in writing, any of their respective obligations under any of the Security Documents; and 
  
 (10) except as permitted by this Indenture, any Note
Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
its Note Guarantee. 
  
 Section 6.02
Acceleration. 
  
 In the case of an Event of Default
specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the
then outstanding Notes may declare all the Notes to be due and payable immediately. 
  
 Upon any such declaration, the Notes shall become due and payable immediately. 
  

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 In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and
is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (5)
of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or
decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 
  
 The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except
nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. 
  

Section 6.03 Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 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 of a Note 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. All remedies are cumulative to the
extent permitted by law. 
  
 Section 6.04
Waiver of Past Defaults. 
  
 Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted in such acceleration. 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 thereon. 
  
 Section 6.05 Control by Majority. 
  
 Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  

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 Section 6.06 Limitation on Suits. 
  
 Except to enforce the right to receive payment of principal, premium, if
any, or interest or Liquidated Damages, if any, when due, a Holder may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (1) the Holder of a Note gives to the Trustee written notice that an Event of Default is continuing; 
  
 (2) Holders of at least 25% in aggregate principal amount of
the then outstanding Notes make a request to the Trustee to pursue the remedy; 
  
 (3) such Holder or Holders offer and, if requested, provide to the Trustee reasonable indemnity or security against any loss, liability or
expense; 
  
 (4) the Trustee does not comply with
the request within 60 days after receipt of the request and the offer of security or indemnity; and 
  
 (5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request. 
  
 A Holder of
a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  
 Section 6.07 Rights of Holders of Notes to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal,
premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution
or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien. 
  

	Section	6.08 Collection Suit by Trustee. 

  
 If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover all remaining Note Obligations owing to the Trustee or the Collateral Agent, including the costs and expenses of collection and the reasonable compensation, expenses, disbursements and advances of the
Trustee and the Collateral Agent and their respective agents and counsel. 
  
 Section 6.09 Trustee May File Proofs of Claim. 
  
 The Trustee is authorized to 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 and the Collateral Agent and their 

  

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respective agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Obligor (or any other obligor
upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims 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 and the Collateral Agent and their respective agents and counsel, and any other amounts due the Trustee and the Collateral Agent under the Note Documents, including under Section 7.07 and Article
10 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee and the Collateral Agent and their respective agents and counsel, and any other amounts due the Trustee and the Collateral Agent
under the Note Documents, including under Section 7.07 and Article 10 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 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 of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 6.10 Priorities. 
  
 Any money or other property collected by the Trustee pursuant to this Article 6, including pursuant to the Security Documents, or otherwise distributable in respect of the Company’s or any other Obligor’s obligations under this
Indenture and the other Note Documents shall be paid in the following order: 
  
 First: to the Trustee and the Collateral Agent and their respective agents and attorneys for amounts due the Trustee and the Collateral Agent under the Note Documents, including under Section 7.07 and Article
10 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Collateral Agent and the costs and expenses of collection; 
  
 Second: to Holders of Notes for amounts due and
unpaid on the Notes for principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any
and interest, respectively; and 
  
 Third:
any surplus remaining after the payment in full in cash of all of the Note Obligations shall be paid to the Company or the applicable Guarantor, as the case may be, its successors or assigns, or to whomsoever may be lawfully entitled to receive the
same, or as a court of competent jurisdiction may direct. 
  
 The
Trustee may, upon written notice to the Company, fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 
  
 Section 6.11 Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under any Note Document or in any suit against the Trustee or the Collateral Agent for any action
taken or omitted by it as a Trustee or Collateral Agent, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to 

  

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pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant
in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee or the Collateral Agent, a suit by a Holder of a Note pursuant to Section
6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  
 ARTICLE 7. 
 TRUSTEE 
  
 Section 7.01 Duties of Trustee. 
  
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (1) the duties of the Trustee will be determined solely by
the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee;
and 
  
 (2) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liabilities 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 will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee will not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
  
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01. 
  
 (e) No provision of this
Indenture or any other Note Document will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture or any other Note Document at
the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 
  

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 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may
agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 Section 7.02 Rights of Trustee. 
  
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will 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. 
  
 (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care. 
  
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within the rights or powers conferred upon it by this Indenture. 
  
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company, and any resolution of the Board of Directors shall be
sufficient if evidenced by a copy of such resolution certified by an Officers’ Certificate to have been duly adopted and in full force and effect on the date thereof. 
  
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any
other Note Document at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction. 
  
 (g) The Trustee shall not be bound to
make any investigation into the facts or matters stated in any document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may reasonably see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company, and shall incur no liability of any kind by reason of
such inquiry or investigation. 
  
 (h) The Trustee shall not be
deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received written notice thereof in accordance with Section 13.02 hereof, and such notice references the Notes and this Indenture.

  
 (i) 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. 
  
 (j) The Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to 

  

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this Indenture, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person
specified as so authorized in any such certificate previously delivered and not superseded. 
  
 (k) The permissive right of the Trustee to take any action under this Indenture shall not be construed as a duty to so act. 
  

	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 otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee
(if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  
 Section 7.04 Trustee’s Disclaimer. 
  
 The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture, the Notes or any other Note Document, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
  
 Section 7.05 Notice of Defaults. 
  
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
  
 Section 7.06 Reports by Trustee to Holders of the Notes. 
  
 (a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as
Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 
  
 (b) A copy of each report at the time of its mailing to the Holders of Notes
will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on
any stock exchange and of any delisting thereof. 
  

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 Section 7.07 Compensation and Indemnity. 
  
 (a) The Company and the Guarantors will pay to the Trustee such compensation
for its acceptance of this Indenture and services hereunder as is agreed from time to time by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company
will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements
and expenses of the Trustee’s agents and counsel. 
  
 (b) The
Company and the Guarantors will indemnify and hold harmless each of the Trustee and its officers, directors, employees and agents against any and all losses, liabilities or expenses incurred by it arising out of, relating to or in connection with
the acceptance or administration of its duties under this Indenture and any other Note Documents, including the reasonable costs and expenses of enforcing this Indenture and any other Note Documents against the Company and the Guarantors (including
this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or
thereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 
  
 (c) The obligations of the Company and the Guarantors under this Section 7.07
are joint and several and will survive the satisfaction and discharge of this Indenture. 
  
 (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have, subject to the Intercreditor Agreement, a Lien prior to the Notes on the Collateral and all
money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
  
 (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

  
 (f) The Trustee will comply with the provisions of TIA §
313(b)(2) to the extent applicable. 
  
 Section
7.08 Replacement of Trustee. 
  
 (a) A resignation or
removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 
  
 (b) The Trustee may, upon 30 days’ written notice to the Company, resign and be discharged from the trust hereby
created. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 7.10 hereof;

  

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 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law; 
  
 (3) a custodian or public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting. 
  
 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
  
 (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

  
 (e) If the Trustee, after written request by any Holder who
has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 (f) A successor Trustee will deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 
  
 Section 7.09 Successor Trustee by Merger, etc.

  
 If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. 
  
 Section 7.10 Eligibility; Disqualification. 
  
 There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 
  
 This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA §
310(b). 
  

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 Section 7.11 Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to 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. 
  
 ARTICLE 8. 
 LEGAL DEFEASANCE AND
COVENANT DEFEASANCE 
  
 Section 8.01 Option to
Effect Legal Defeasance or Covenant Defeasance. 
  
 The
Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8. 
  
 Section 8.02 Legal Defeasance and Discharge. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

  
 (1) the rights of Holders of outstanding
Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
  
 (2) the Company’s obligations with respect to such
Notes under Article 2 and Section 4.02 hereof; 
  
 (3) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder and under the other Note Documents and the Company’s and the Guarantors’ obligations in connection therewith; and 

 
 (4) this Article 8. 
  
 Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
  
 Section 8.03 Covenant Defeasance. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company, Parent and each of the Guarantors
will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in 

  

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Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 hereof, Article 10 and clause (4) of Section
5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other
purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, Note Guarantees and Security Documents, the
Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes, Note Guarantees and Security Documents will be unaffected thereby. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will not constitute Events of Default. 
  
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
  
 (1) the Company must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders, cash in U.S. dollars, noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of
independent public accountants, to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company
must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 
  
 (2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  
 (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that
the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred; 
  
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be 

  

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applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
  
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not
made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 
  
 (7) the Company must deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  
 The Liens securing the Notes will be released upon Legal Defeasance or Covenant Defeasance effected in accordance with the
provisions described in this Article 8. 
  
 Nothing in this
Article 8 shall be deemed to discharge those provisions of this Indenture and the other Note Documents, including the provisions of Section 7.07 hereof, that by their terms survive the satisfaction and discharge of this Indenture. 
  
 Section 8.05 Deposited Money and Government Securities to
be Held in Trust; Other Miscellaneous Provisions. 
  
 Subject
to Section 8.06 hereof, all money and noncallable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will 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
(including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need
not be segregated from other funds except to the extent required by law. 
  
 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or noncallable Government Securities deposited pursuant to Section 8.04 hereof or the
principal 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. 
  
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time
upon the request of the Company any money or noncallable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

  

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	Section	8.06 Repayment to Company. 

  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Liquidated
Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the
Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in
the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company. 
  
 Section 8.07 Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any United States dollars or noncallable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s, Parent’s and the Guarantors’ obligations under this Indenture and the Notes, the Note Guarantees and Security Documents will
be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may
be; provided, however, that, if the Company makes any payment of principal of, premium or Liquidated Damages, if any, or interest on any Note following the reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE 9. 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01 Without Consent of Holders of Notes.

  
 Notwithstanding Section 9.02 hereof, without the consent of
any Holder of Notes, the Company, Parent, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees or (solely with respect to clauses (1) and (4) below, and with the consent of the Collateral Agent) the
Intercreditor Agreement: 
  
 (1) to cure any
ambiguity, defect or inconsistency; 
  
 (2) to
provide for uncertificated Notes in addition to or in place of certificated Notes; 
  
 (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the
case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; 
  
 (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the
rights hereunder or under the Intercreditor Agreement of any such Holder; 
  

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 (5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; 
  
 (6) to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Circular dated December 16, 2003,
relating to the initial offering of the Notes (the “Offering Circular”), to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the
Notes, the Note Guarantees or the Security Documents; 
  
 (7) to provide for the issuance of Additional Notes, in accordance with the limitations set forth in this Indenture as of the date hereof; 
  
 (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or 
  
 (9) to make, complete or confirm any grant of Collateral
permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents. 
  
 Section 9.02 With Consent of Holders of Notes.

  
 Except as provided below in this Section 9.02, the Company
and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or interest on the Notes, except a payment default
resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding
Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for
purposes of this Section 9.02. 
  
 Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

  
 It is not necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof. 
  

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, 

  

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supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of
any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular
instance by the Company, Parent and the Guarantors with any provision of this Indenture, the Notes, or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder): 
  
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
  
 (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes
other than provisions relating to Sections 3.09, 4.10 and 4.15 hereof; 
  
 (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; 
  
 (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the
Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 
  
 (5) make any Note payable in money other than that stated in
the Notes; 
  
 (6) make any change in the
provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; 
  
 (7) waive a redemption payment with respect to any Note
(other than a payment required by Sections 3.09, 4.10 or 4.15 hereof); 
  
 (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; 
  
 (9) release all or substantially all of the Collateral from the Liens created by the Security Documents
except as specifically provided for in this Indenture and the Security Documents; or 
  
 (10) make any change in the preceding amendment and waiver provisions. 
  
 Section 9.03 Compliance with Trust Indenture Act. 
  
 Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental indenture that complies with the TIA as then in effect. 
  
 Section 9.04 Revocation and Effect of Consents. 
  
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by
the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or
subsequent Holder of a Note may revoke the 

  

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consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An
amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  
 Section 9.05 Notation on or Exchange of Notes. 
  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.
The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment,
supplement or waiver. 
  
 Section 9.06 Trustee
to Sign Amendments, etc. 
  
 The Trustee will sign any
amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental
indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the
documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 
  
 ARTICLE 10. 
 COLLATERAL AND SECURITY 
  
 Section 10.01 Security Documents. 
  
 The payment of principal of and interest and premium and Liquidated Damages, if any, on the Notes, and the payment and performance of all other Note Obligations will be secured, equally and ratably, by a
second-priority security interest in the Collateral, subject only to Permitted Prior Liens, as provided in the Security Documents. 
  
 Section 10.02 Ranking of Note Liens. 
  
 Notwithstanding: 
  
 (1) anything to the contrary contained in the Security Documents; 
  
 (2) the time of incurrence of any Secured Debt; 
  
 (3) the time, order or method of attachment of the Note
Liens or the Priority Liens; 
  
 (4) the time or
order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; 
  
 (5) the time of taking possession or control over any Collateral; 
  

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 (6) the rules for determining priority under the Uniform Commercial Code or any other law
governing relative priorities of secured creditors, 
  
 (7) that any Priority Lien may not have been perfected; 
  
 (8) that any Priority Lien may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or 
  

(9) any other circumstance of any kind or nature whatsoever, whether similar or dissimilar to any of the foregoing, 
  
 the Note Liens will in all circumstances be junior and subordinate in ranking to all Priority
Liens, whenever granted, upon any present or future Collateral, and the Priority Liens, whenever granted, upon any present or future Collateral to the extent the Priority Liens secure the Priority Lien Obligations will be prior and superior to the
Note Liens. 
  
 This Section 10.02 is intended for the benefit of,
and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, and the Priority Lien Collateral Agent as holder of Priority Lien Obligations. No other Person will be entitled to rely on, have
the benefit of or enforce this provision. 
  
 This Section 10.02
is intended solely to set forth the relative ranking, as security interests, of the security interests securing the Notes as against Priority Lien Obligations. Neither the Notes nor the exercise or enforcement of any right or remedy for the payment
or collection thereof are intended to be, or will ever be by reason of the foregoing provision, in any respect subordinated, deferred, postponed, restricted or prejudiced. 
  
 Section 10.03 Order of Application 
  
 (a) Subject to the terms of the Intercreditor Agreement and the application of the enforcement proceeds to the payment of
amounts required to be applied to the repayment of indebtedness secured by a Permitted Prior Lien on such Collateral, if, upon the enforcement by the Collateral Agent of any default remedy set forth in any Security Document, any Collateral is sold
in foreclosure of such security interest or is otherwise collected or realized upon by the Collateral Agent, the proceeds received by the Collateral Agent from such enforcement will be distributed by the Collateral Agent in the following order of
application: 
  
 FIRST, to the payment of all amounts payable
under the Security Documents securing the Note Obligations on account of the Collateral Agent’s and the Trustee’s fees or any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent, the
Trustee or any co-trustee or agent in connection with any such Security Document; 
  
 SECOND, to the Trustee for application, in accordance with clauses “first” and “second” of Section 6.10 hereof, to the payment of all Note Obligations until all Note Obligations have been paid in
full; and 
  
 THIRD, any surplus remaining after the payment in
full in cash of all of the Note Obligations shall be paid to the Company or the applicable Guarantor, as the case may be, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct. 
  

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 Section 10.04 Equal and Ratable Sharing of Collateral by Note Debt 
  
 (a) Notwithstanding: 
  
 (1) anything to the contrary contained in the Security
Documents; 
  
 (2) the time of incurrence of any
Note Obligation; 
  
 (3) the order or method of
attachment or perfection of any security interests securing Note Obligations; 
  
 (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any security interest in any Collateral; 
  
 (5) the time of taking possession or control over any
Collateral; or 
  
 (6) the rules for determining
priority under any law governing relative priorities of security interest: 
  
 (a) all security interests at any time granted by the Company or any other Obligor to secure any of the Note Obligations shall secure, equally and ratably, all present and future Note Obligations; and 
  
 (b) all proceeds of all security interests at any time
granted by the Company or any Obligor to secure any Note Obligations shall be allocated and distributed equally and ratably on account of the Note Obligations. 
  

Section 10.05 Rights Regarding Collateral 
  
 (a) So long as no Event of Default has occurred and is continuing, and subject to the terms and conditions in the
Intercreditor Agreement and the Security Documents, the Company and the Obligors will be entitled to receive all cash dividends, interest, rent and other payments made upon or with respect to the Collateral and to exercise their respective voting
and other consensual rights pertaining to the Collateral. Subject to the Intercreditor Agreement and the Security Documents, upon the occurrence and during the continuance of Event of Default: 
  
 (1) all rights of the Company and the Obligors to exercise
such voting or other consensual rights will cease, and all such rights will become vested in the Trustee, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; 
  
 (2) all rights of the Company and the Obligors to receive
all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; and 
  
 (3) the Collateral Agent may sell the Collateral or any part
of the Collateral in accordance with the terms of the Security Documents. 
  
 Section 10.06 Collateral Agent. 
  
 (a) The Trustee will also serve as Collateral Agent for the benefit of the Holders of the Notes. 
  

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 (b) The Collateral Agent is authorized and empowered to appoint one or more co-collateral agents as it
deems necessary or appropriate 
  
 (c) Neither the Trustee nor the
Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or
sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing Note Obligations, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens
securing Note Obligations or for any delay in doing so. 
  
 (d)
The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture. Except as directed by the Trustee and as required or permitted by this Indenture and the terms of
the Intercreditor Agreement, at any time there are Priority Lien Obligations which have not been paid in full, the Collateral Agent will not be obligated to: 
  

(1) act upon directions purported to be delivered to it by any other Person; 
  
 (2) foreclose upon or otherwise enforce any Lien; or

  
 (3) take any other action whatsoever with
regard to any or all of the Liens, Security Documents or the Collateral. 
  
 The Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent. 
  
 (e) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of Liens securing Note Obligations.

  
 (f) In acting as Collateral Agent, the Collateral Agent may
rely upon and enforce each and all of the rights, powers, protections, immunities, indemnities and benefits of the Trustee under Article 7 mutatis mutandis, and, in connection therewith, references to the Trustee shall be deemed to include the
Collateral Agent and references to the Indenture shall be deemed to include the Security Documents and the Intercreditor Agreement. 
  
 (g) Each successor Trustee will become the successor Collateral Agent as and when the successor Trustee becomes the Trustee. 
  
 (h) The Collateral Agent will not have any duty, other than any duty imposed
by law or as otherwise agreed to by the Collateral Agent in any Security Document, with respect to the Intellectual Property Collateral (as defined in the Security Documents). Without limiting the generality of the immediately preceding sentence,
neither the Collateral Agent nor any of the Secured Parties (as defined in the Security Documents) will be under any obligation to take any steps necessary to preserve rights in the Intellectual Property Collateral against any other parties, but the
Collateral Agent may, but shall be under no obligation to, do so at its option during the continuation of an Event of Default, and all reasonable expenses incurred in connection therewith will be for the sole account of the Company and the other
Obligors and will be added to the Note Obligations secured by the applicable Security Document(s). 
  
 Section 10.07 Authorization of Actions to Be Taken. 
  
 (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the
Intercreditor Agreement, as originally in effect and as amended, 

  

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supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral
Agent to enter into the Security Documents, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreement, and authorizes and empowers each of the
Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. 
  
 (b) The Collateral Agent and the Trustee are authorized and empowered to
receive for the benefit of the Holders of Notes any funds collected or distributed under the Security Documents and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture, the Security
Documents and the Intercreditor Agreement. 
  
 (c) Subject to the
provisions of Section 7.01, 7.02 and 10.03(d) hereof and the terms of the Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral
Agent to take all actions it deems necessary or appropriate in order to: 
  
 (1) foreclose upon or otherwise enforce any or all of the Note Liens; 
  
 (2) enforce any of the terms of the Security Documents; or 
  
 (3) collect and receive payment of any and all Note Obligations. 
  
 The Trustee is authorized and empowered to institute and maintain, or direct
the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Liens securing Note Obligations or to prevent any impairment of Collateral by any acts that may be unlawful or in violation
of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral, including power
to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance
with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders of Notes, the Trustee or the Collateral Agent. 
  
 Section 10.08 Release of Note Liens. 
  
 (a) The Note Liens will be released in whole: 
  
 (1) upon payment in full of the principal of, and accrued and unpaid interest, premium and Liquidated
Damages, if any, on the Notes and payment in full of all other Note Obligations that are due and payable at or prior to the time the principal, accrued and unpaid interest, premium and Liquidated Damages, if any, are paid; 
  
 (2) upon satisfaction and discharge of this Indenture in
accordance with the provisions of Article 12 hereof; or 
  
 (3) upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions of Article 8 hereof. 
  

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 (b) The Note Liens will be released in part with respect to any asset constituting Collateral (other than
Capital Stock of the Company): 
  
 (1) upon
delivery by the Company to the Trustee and the Collateral Agent of an Officers’ Certificate certifying that the asset has been sold or otherwise disposed of by the Company or a Guarantor to a Person other than the Company or a Guarantor in a
transaction permitted by this Indenture, at the time of sale or disposition; 
  
 (2) upon delivery by the Company to the Trustee and the Collateral Agent of an Officers’ Certificate certifying that the asset is owned or has been acquired by a Guarantor that has been released from its Note
Guarantee (including by virtue of a Guarantor becoming an Unrestricted Subsidiary); 
  
 (3) upon delivery by the Company to the Trustee and the Collateral Agent of an Officers’ Certificate certifying that the asset has
been condemned, seized or taken by exercise of the power of eminent domain; or 
  
 (4) at any time there are Priority Lien Obligations which have not been paid in full, upon delivery of the required Officers’
Certificate to the Trustee and the Collateral Agent in accordance with the provisions of Section 3.6 of the Intercreditor Agreement. 
  
 (c) The Note Liens with respect to Capital Stock of the Company will be released upon (a) the sale or other disposition of all of the Capital Stock of the
Company to a Person that is not (either before or after giving effect to such transaction) the Company, Parent, Holdings or a Restricted Subsidiary of the Company or (b) the sale, assignment, transfer, conveyance, lease or other disposal of all or
substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to a Person that is not (either before or after giving effect to such transaction) the Company, Parent, Holdings or a Restricted Subsidiary
of the Company; provided that in each case, a Change of Control Offer is completed in connection with such transaction in compliance with Section 4.15 hereof and such transaction results in the release of the liens on the Capital Stock of the
Company securing obligations under each Credit Facility. 
  
 Section 10.09 Recording and Opinions. 
  
 (a) The Company will furnish to the Collateral Agent and the Trustee on June 30 in each year beginning with June 30, 2004, an Opinion of Counsel, dated as of such date, either: 
  
 (1) (A) stating that, in the opinion of such counsel, action
has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to
maintain the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the
opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12
months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the
security interests in the Collateral; or 
  
 (2)
stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. 
  

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 (b) Immediately prior to the issuance of the Exchange Notes and annually thereafter, the Company will
furnish to the Trustee and the Collateral Agent an Opinion of Counsel, in the form specified in this Indenture for that opinion, with respect to the effectiveness and perfection of the Liens intended to be created by the Security Documents. The
Company will otherwise comply with the provisions of TIA Section 314(b). 
  
 (c) To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefore of any
property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an officer of the Company except in cases where TIA §314(d) requires that
such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or reasonably satisfactory to the Collateral Agent. Notwithstanding anything to the contrary in this
Section 10.09(c), the Company will not be required to comply with all or any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to
the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a series of released Collateral. 
  
 Section 10.10 Certificates of the Company.

  
 The Company will furnish to the Trustee and the Collateral
Agent, prior to each proposed release of Collateral pursuant to the Security Documents: 
  
 (1) all documents required by TIA §314(d); 
  

(2) an Officers’ Certificate certifying that all terms for release under this Indenture and any applicable Security Documents have
been satisfied and specifying (a) the identity of the Collateral to be released and (b) the applicable provisions of this Indenture and the Security Documents which authorize that release; and 
  
 (3) an Opinion of Counsel, which may be rendered by internal
counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). 
  
 The Trustee and the Collateral Agent may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the
foregoing provisions the appropriate statements contained in such documents, Officers’ Certificate and such Opinion of Counsel. 
  
 Section 10.11 Certificates of the Trustee. 
  
 In the event that the Company wishes to release Collateral in accordance with the Security Documents and has delivered the
certificates and documents required by the Security Documents and Sections 10.08 and 10.10 hereof, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such
determination and the Opinion of Counsel delivered pursuant to clause (3) of Section 10.10, will deliver a certificate to the Collateral Agent setting forth such determination. 
  

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 Section 10.12 Amendment of Security Documents. 
  
 (a) At any time when any Priority Lien Obligations exist that have not been
repaid in full: 
  
 (1) The Collateral Agent will
not enter into, and the Trustee and the Holders of Notes will not authorize or direct, any amendment of or supplement to any Security Document relating to any Collateral that would make such Security Document inconsistent in any material respect
with the comparable provisions of the Priority Lien Security Documents upon such Collateral and no such amendment or supplement will be enforceable; and 
  
 (2) Subject only to clause (2) and (3) of Section 10.12(d) hereof, without the consent of any Holder of Notes, the Trustee or the
Collateral Agent, any amendment, waiver or consent agreed to, upon any terms and conditions, by the Company or any other Obligor and the Priority Lien Collateral Agent in respect of any provision of any Priority Lien Security Document, except to the
extent effectuating or relating to any release of Liens (other than in the context of an amendment to the applicable Credit Facility to increase permitted dispositions thereunder to any person other than the Company, another Obligor or a Restricted
Subsidiary of the Company), will automatically apply, on the same terms and subject to the same conditions, to the comparable provision of the applicable Security Document, effective upon the delivery by the Priority Lien Collateral Agent of written
notice of such amendment, waiver or consent, and the terms and conditions thereof, to the Trustee and the Collateral Agent, if the notice (and an accompanying Officers’ Certificate) states that such amendment, waiver or consent has become
effective as to such agreement and is, pursuant to this Section 10.12, likewise effective as to the comparable provision of the comparable Security Document. Such amendment, waiver or consent need not otherwise be confirmed by the Trustee, the
Collateral Agent or any Holder of Notes, in order to be effective. 
  
 (b) For the purposes of clause (1) of Section 10.12(a), (i) no inconsistency reflected in the Security Documents delivered in connection with the issuance of the Notes, as compared with the comparable provisions of the applicable Priority
Lien Security Documents then in effect, will be subject to the provisions of clause (1) of Section 10.12(a), and (ii) any provision granting rights or powers to the Collateral Agent that are not granted to the holders of Priority Liens securing
Priority Lien Debt will constitute a material inconsistency. 
  
 (c) No amendment, supplement, waiver or change otherwise permitted by the Intercreditor Agreement in respect of the Priority Lien Documents will be prohibited or in any manner restricted or affected by, or by reason of, the provisions of
Article 3 of the Intercreditor Agreement. 
  
 (d) No amendment or
supplement to the provisions of any Security Document will be effective without the approval of the Collateral Agent acting as directed by an Act of Required Noteholders, except that: 
  
 (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing
additional Note Obligations that were otherwise permitted by the terms of the Note Documents to be secured by the Collateral or preserving or perfecting the Liens thereon or the rights of the Collateral Agent therein, or adding or maintaining any
guarantee, will become effective when executed and delivered by the Company or any other applicable Obligor party thereto and the Collateral Agent; 
  
 (2) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder of Note Debt: 
  
 (A) to vote its outstanding Note Debt as to any matter
described as subject to an Act of Required Noteholders (or amends the provisions of this clause (2) or the definition of Act of Required Noteholders); 
  

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 (B) to share in the order of application described in Section 10.02 hereof in the
proceeds of enforcement of the Collateral Agent’s security interests in any and all Collateral that has not been released in accordance with the provisions of Section 3.6 of the Intercreditor Agreement; or 
  
 (C) to require that the Collateral Agent’s security
interests in the Collateral be released only as set forth in the provisions of Section 3.6 of the Intercreditor Agreement, 
  
 will become effective without the additional consent of such Holder; and 
  
 (3) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral
Agent or the Trustee in its individual capacity as such will become effective without the consent of the Collateral Agent or the Trustee. 
  
 (e) Any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the
requirements set forth in the applicable Note Document referenced in Section 10.08 hereof. 
  
 Section 10.13 Appointment of Co-Collateral Agent. 
  
 (a) Notwithstanding any other provisions of this Indenture or any other Note Document, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Collateral Agent shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act
as a co-collateral agent or co-collateral agents, or separate collateral agent or separate collateral agents, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such
title to the Collateral, or any part thereof, and subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Collateral Agent may reasonably consider necessary or desirable for such purpose. No
co-collateral agent or separate collateral agent shall be required to meet the terms of eligibility as a successor trustee under Section 7.10 hereof and no notice to Holders of the appointment of any co-collateral agent or separate collateral agent
shall be required under Section 7.08 hereof. 
  
 (b) Every
co-collateral agent or separate collateral agent shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 
  
 (1) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent shall be
conferred or imposed upon and exercised or performed by the Collateral Agent and such co-collateral agent or separate collateral agent jointly (it being understood that such separate co-collateral agent or separate collateral agent is not authorized
to act separately without the Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-collateral agent
or separate collateral agent, but solely at the direction of the Collateral Agent; and 
  
 (2) the Collateral Agent may at any time accept the resignation of or remove any co-collateral agent or separate collateral agent.

  

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 (c) Any notice, request or other writing given to the Collateral Agent shall be deemed to have been given
to each of the then co-collateral agents or separate collateral agents, as effectively as if given to each of them. Every instrument appointing any co-collateral agent or separate collateral agent shall refer to this Indenture and the conditions of
this Section 10.13. Each co-collateral agent or separate collateral agent, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Collateral Agent
or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including
the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Agent. Every such instrument shall be filed with the Collateral Agent. 
  
 (d) Any co-collateral agent or separate collateral agent may at any time constitute the Collateral Agent, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture, the Security Documents and the Intercreditor Agreement on its behalf and in its name. If any
co-collateral agent or separate collateral agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Collateral Agent, to the extent permitted
by law, without the appointment of a new or successor co-collateral agent or separate collateral agent. 
  
 ARTICLE 11. 
 NOTE GUARANTEES 
  
 Section 11.01 Guarantee. 
  
 (a) Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that: 
  
 (1) the principal of, premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders, the Trustee and the Collateral Agent under the Note Documents will be promptly paid in full or performed, all in accordance
with the terms thereof; and 
  
 (2) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that 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. 
  
 Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection. 
  
 (b) The Guarantors hereby agree that their
obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims 

  

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with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
  
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any
custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect. 
  
 (d) Each Guarantor agrees
that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantee. 
  
 Section 11.02 Limitation on Guarantor Liability. 
  
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article
11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 
  
 Section 11.03 Execution and Delivery of Note Guarantee. 
  
 To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note
Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of
its Officers. 
  
 Each Guarantor hereby agrees that its Note
Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
  
 If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
  

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 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due
delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 
  
 In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such
Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable. 
  
 Section 11.04 Guarantors May Consolidate, etc., on Certain Terms. 
  
 Except as otherwise provided in Section 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: 
  
 (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

  
 (2) either: 
  
 (a) subject to Section 11.05 hereof, the Person acquiring
the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture and the appropriate security
documents in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein; and 
  
 (b) the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
  
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such
successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the
Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
  
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this
Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor. 
  
 Section 11.05 Releases. 
  
 (a) In the event of
any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the 

  

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Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted
Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a
sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Note Guarantee. 
  
 (b)
Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
  
 (c) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8
hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
  
 Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain
liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11. 
  
 ARTICLE 12. 
 SATISFACTION AND DISCHARGE 
  
 Section
12.01 Satisfaction and Discharge. 
  
 This Indenture will
be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
  
 (1) either: 
  
 (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 
  
 (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a
notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge
the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; 
  

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 (2) no Default or Event of Default has occurred and is continuing on the date of the
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
  
 (3) the Company or any Guarantor has paid or caused to be paid all sums payable by the Obligors under the Indenture and the other Note
Documents; and 
  
 (4) the Company has delivered
irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 
  
 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that
all conditions precedent to satisfaction and discharge have been satisfied. 
  
 The Collateral will be released as provided in Section 10.08 hereof upon a satisfaction and discharge in accordance with the provisions described above. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section, the provisions of Sections 12.02 and 8.06 will survive. Nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction
and discharge of this Indenture. 
  
 Section
12.02 Application of Trust Money. 
  
 Subject to the
provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
  
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
  
 ARTICLE 13. 
 MISCELLANEOUS 
  
 Section 13.01 Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
  

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 Section 13.02 Notices. 
  
 Any notice or communication by the Company, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

  
 If to the Company and/or any Guarantor: 
  
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine,
California 92612 
 Attention: General Counsel 
 Fax: (949) 251-1703 
  
 O’Melveny & Myers LLP 
 1999 Avenue of the Stars, 7th Floor 
 Los Angeles, California 90067 
 Attention:
Steven L. Grossman, Esq. 
 Fax: (310) 246-6779 
  
 and 
  
 American Securities Capital Partners, L.P. 
 The Chrysler Center 
 666 Third Avenue, 29th Floor 
 New York, New York 10017 
 Attention: Mr. Glenn B. Kaufman 
 Fax: (212)
697-5524 
  
 If to the Trustee: 
  
 The Bank of New York 
 101 Barclay Street – 8W 
 New York, New
York 10286 
 Telecopier No.: (212) 815-5707 
 Attention: Corporate Trust Administration 
  
 The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 
  
 All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time received, if mailed; when receipt acknowledged, if telecopied; and at the time received, if sent by overnight air courier guaranteeing next day
delivery. 
  
 Any notice or communication to a Holder will be
mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed
to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 
  

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 If a notice or communication is mailed in the manner provided above within the time prescribed, it is
duly given, whether or not the addressee receives it. 
  
 If the
Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time. 
  
 Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 
  
 Holders may communicate pursuant to TIA § 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  

	Section	13.04 Certificate and Opinion as to Conditions Precedent. 

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

  
 (1) an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied; provided that no such Opinion of Counsel shall be required in connection with the order of the Company to authenticate and deliver the Notes in the aggregate principal amount of
$110,000,000 on the date of this Indenture pursuant to Section 2.02 hereof. 
  
 Section 13.05 Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must 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, he or she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied; 
  
 provided that an issuer of an Opinion of Counsel can rely as to matters of fact on an
Officers’ Certificate or a certificate of a public official. 
  

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 Section 13.06 Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
  
 No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws. 
  
 Section 13.08 Governing Law. 
  
 THE INTERNAL LAW
OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. 
  
 Section 13.09
No Adverse Interpretation of Other Agreements. 
  
 This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 13.10 Successors. 
  
 All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.05 hereof. 
  
 Section 13.11 Severability. 
  
 In case any provision in this Indenture or in the Notes is invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 
  
 Section 13.12 Counterpart Originals. 
  
 The parties may sign any number of copies or counterparts of this Indenture. Each signed copy or counterpart will be an original, but all of them together
represent the same agreement. 
  
 Section 13.13
Table of Contents, Headings, etc. 
  
 The Table of
Contents, Cross-Reference Table 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 of this Indenture and will in no way modify or restrict any of the
terms or provisions hereof. 
  

 101 








 [Signatures on following page] 
  

 102 








 SIGNATURES 
  
 Dated as of December 19, 2003 
  

					
	EL POLLO LOCO, INC.
		
	By:	 	/s/    Joseph N. Stein
	 	 	

	 	 	 Name:
	 	Joseph N. Stein
	 	 	 	 	

	 	 	 Title:
	 	Vice President of Finance, Chief Financial Officer and Treasurer
	 	 	 	 	

	
	EPL INTERMEDIATE, INC.
		
	By:	 	/s/    Glenn Kaufman
	 	 	

	 	 	 Name:
	 	Glenn Kaufman
	 	 	 	 	

	 	 	 Title:
	 	Vice President
	 	 	 	 	

	
	THE BANK OF NEW YORK, as Trustee
		
	By:	 	/s/    Sirojni Dindial
	 	 	

	 	 	 Name:
	 	Sirojni Dindial
	 	 	 	 	

	 	 	 Title:
	 	Assistant Vice President
	 	 	 	 	



  









 [Face of Note] 

  
 CUSIP/CINS
                     
  
 91⁄4% Senior Secured Notes due 2009 
  

			
	 No.         
	 	$                    

  
 EL POLLO LOCO, INC.

  
 promises to pay to
[            ] or registered assigns,  
  
 the principal sum of
                                        
                                        
                                        
                                        
DOLLARS on December 15, 2009. 
  
 Interest Payment Dates: June 15 and December 15

  
 Record Dates: June 1 and December 1 
  
 Dated:
                    , 200   
  

					
	 EL POLLO LOCO, INC.

		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:
	 	 
	 	 	 	 	



  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	 THE BANK OF NEW YORK,
as Trustee

		
	By:	 	 
	 	 	

	 	 	Authorized Signatory

  

  

 AI-1 








 [Back of Note] 
 91⁄4% Senior Secured Notes due 2009 
  
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
  
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 (1) INTEREST. El Pollo
Loco, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 91⁄4% per annum from
                    , 20     until maturity and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be                     ,
20    . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per
annum in excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable
grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 (2) METHOD OF PAYMENT. The Company will
pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages,
if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages,
if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. 
  
 (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  

 AI-2 








 (4) INDENTURE AND SECURITY
DOCUMENTS. The Company issued the Notes under an Indenture dated as of December 19, 2003 (the “Indenture”) among the Company, Intermediate (for the limited purposes specified therein) and the
Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured on a
second-priority basis, subject only to Permitted Prior Liens, by the Lien created by the Security Documents and subject to the terms of the Indenture and the Intercreditor Agreement. 
  
 (5) OPTIONAL REDEMPTION. 
  
 (a) At any time prior to December 15, 2006, the Company may
on any one or more occasions redeem (i) up to 35% of the aggregate principal amount of Notes originally issued under the Indenture and (ii) all or a portion of any Additional Notes issued after the date of the Indenture, in each case at a redemption
price of 109.250% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company or a
contribution to the Company’s common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent of the Company; provided that: 
  
 (1) at least 65% of the aggregate principal amount of Notes
originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
  
 (2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

  
 (b) On or after December 15, 2006, the
Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive
interest on an interest payment date that is prior to the applicable redemption date: 
  

				
	 Year

	  	Percentage

	 
	 2006
	  	104.625	%
	 2007
	  	102.313	%
	 2008 and thereafter
	  	100.000	%

  
 (6)
MANDATORY REDEMPTION. 
  
 The
Company will not be required to make mandatory redemption payments with respect to the Notes. 
  

 AI-3 








 (7) REPURCHASE AT THE
OPTION OF HOLDER. 
  
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes (a
“Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, if any, to the date of purchase,
subject to the rights of Noteholders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within ten days following any Change of
Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
  
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, once the aggregate amount of Excess Proceeds
exceeds $5 million, the Company will commence an offer to all Holders of Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
  
 (8) NOTICE OF REDEMPTION. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its 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 defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
  
 (9) DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes (i) for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date, or (ii) during a period beginning at the opening of business 15 days before any Interest Payment Date and ending at the closing
of business on such Interest Payment Date. 
  
 (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
  

 AI-4 








 (11) AMENDMENT, SUPPLEMENT AND
WAIVER. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes and Note Guarantees in the
case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the rights under the Indenture or under the Intercreditor Agreement of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform
the text of the Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Circular dated December 16, 2003, relating to the initial
offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the Security Documents, to provide for
the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, or to make, complete or
confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents. 
  
 (12) DEFAULTS AND
REMEDIES. Each of the following is an Event of Default: (i) the Company defaults for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) the Company
defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10, 4.15 or
5.01 of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes or the Security Documents for 45 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee exists
as of, or is created after, the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and the principal amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final and non-appealable
judgments entered by a court or courts of competent jurisdiction aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; (viii) the occurrence of any of the following: (a) an event
of default under any of the Security Documents; (b) any of the Security 

  

 AI-5 









	 	 
Documents shall cease, for any reason (other than pursuant to the terms thereof), to be in full force and effect, or the Company, Parent or any of its
Restricted Subsidiaries shall so assert in writing, or any security interest created or purported to be created by any of the Security Documents shall cease to be enforceable or of the same effect and priority purported to be created thereby, in
each case for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; or (c) the Company, Parent or any of its Restricted Subsidiaries
repudiates, in writing, any of their respective obligations under any of the Security Documents; and (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for
any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. In the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 of the Indenture, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any
Indebtedness described in clause (5) of Section 6.01 of the Indenture have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the
Notes, have been cured or waived. 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 of the
Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that resulted in such acceleration. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is
required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 


  
 (13) 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 Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee. 
  
 (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, will not have
any liability for any obligations of the Company or such Guarantor under the Notes, the Note Guarantees or the Indenture or 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 the issuance of the Notes. 
  

 AI-6 








 (15) AUTHENTICATION. This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 (17) ADDITIONAL RIGHTS
OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of
                    , 200  , between the Company and the other parties named on the signature pages thereof or, in the case
of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, between the Company and the other parties thereto, relating to rights given
by the Company to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 
  
 (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement. Requests may be made to: 
  
 El Pollo Loco, Inc.

 3333 Michelson Drive, Suite 550 
 Irvine, California 92612

 Attention: General Counsel 
  

 AI-7 








 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  

			
	 (I) or (we) assign and transfer this Note to:
______________________________________________________________________

	                                (Insert assignee’s legal
name)

  

 (Insert assignee’s soc. sec. or tax I.D. no.) 
  

  

  

  

 (Print or
type assignee’s name, address and zip code) 
  
 and irrevocably appoint
                                       
                                        
                                        
                                        
              to transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  

									
	 Date: ___________________
	 	 	 	 
					
	 	 	 	 	 	 	 Your Signature:
	 	 
	 	 	 	 	 	 	 	 	

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

  
 Signature Guarantee*:
                                        
     
  

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

  

 AI-8 








 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Note
purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  
  ̈ Section 4.10
                          ̈ Section 4.15 
  
 If you want to elect to have only part
of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
  
 $                     
  

									
	 Date: ___________________
	 	 	 	 
					
	 	 	 	 	 	 	 Your Signature:
	 	 
	 	 	 	 	 	 	 	 	

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

  

									
					
	 	 	 	 	 	 	 Tax Identification No.:
	 	 
	 	 	 	 	 	 	 	 	


  
 Signature Guarantee*:
                                        
     
  

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

  

 AI-9 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
  
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange

	 	 Amount of decrease in
Principal Amount
 of this Global Note

	 	 Amount of increase in
Principal Amount
 of this Global Note

	  	 Principal Amount
 of this Global Note
following such
 decrease
 (or increase)

	  	Signature of authorized
officer of Trustee or
Custodian



  

	*	This schedule should be included only if the Note is issued in global form. 

  

 AI-10 








 EXHIBIT A2 
  
 [Face of Regulation S Temporary Global Note] 
  

  
 CUSIP/CINS
                     
  
 91⁄4% Senior Secured Notes due 2009 
  

			
		
	 No.             
	 	$            

  
 EL POLLO LOCO, INC.

  
 promises to pay to CEDE & CO. or registered assigns, 

  
 the principal sum of
                                        
                                 DOLLARS on December 15, 2009. 
  
 Interest Payment Dates: June 15 and December 15 
  
 Record Dates: June 1 and December 1 
  
 Dated:
                    , 200   
  

					
	EL POLLO LOCO, INC.
		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:
	 	 
	 	 	 	 	



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

			
	 THE BANK OF NEW YORK,
as Trustee

		
	By:	 	 
	 	 	

	 	 	Authorized Signatory

  

  

 A-2 








 [Back of Regulation S Temporary Global Note] 
 91⁄4% Senior Secured Notes due 2009 
  
 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE
HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. 
  
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. 
  
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 
  
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, 

  

 A2-2 








 
PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARIES OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR TRANSFER AGENT’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE OR TRANSFER AGENT. 
  
 Capitalized terms
used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 (1) INTEREST. El Pollo Loco, Inc., a Delaware corporation (the “Company”), promises
to pay interest on the principal amount of this Note at 91⁄4% per annum from                     , 20     until
maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on June 15 and
December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be
                    , 20    . The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. 
  

 A2-3 








 Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global
Note, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the
Indenture. 
  
 (2) METHOD
OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the
June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment
will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  
 (4) INDENTURE AND
SECURITY DOCUMENTS. The Company issued the Notes under an Indenture dated as of December 19, 2003 (the “Indenture”) among the Company, Intermediate (for the limited purposes specified
therein) and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are
secured on a second-priority basis, subject only to Permitted Prior Liens, by the Lien created by the Security Documents and subject to the terms of the Indenture and the Intercreditor Agreement. 
  
 (5) OPTIONAL
REDEMPTION. 
  
 (a) At any
time prior to December 15, 2006, the Company may on any one or more occasions redeem (i) up to 35% of the aggregate principal amount of Notes originally issued under the Indenture and (ii) all or a portion of any Additional Notes issued after the
date of the Indenture, in each case at a redemption price of 109.250% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other
than Disqualified Stock) of the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of an offering of Equity Interests of any other direct or indirect parent of the Company; provided that:

  
 (1) at least 65% of the aggregate principal
amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its 

  

 A2-4 








 
Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
  
 (2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

  
 (b) On or after December 15, 2006, the
Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive
interest on an interest payment date that is prior to the applicable redemption date: 
  

			
	 Year

	  	Percentage


	 2006
	  	104.625%
	 2007
	  	102.313%
	 2008 and thereafter
	  	100.000%

  
 (6)
MANDATORY REDEMPTION. 
  
 The
Company will not be required to make mandatory redemption payments with respect to the Notes. 
  
 (7) REPURCHASE AT THE OPTION OF HOLDER.

  
 (a) If a Change of Control occurs, each
Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes (a “Change of Control Offer”) at a purchase price equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive
interest due on an interest payment date that is prior to the purchase date (the “Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture. 
  
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, once the aggregate amount of Excess Proceeds
exceeds $5 million, the Company will commence an offer to all Holders of Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
prior 

  

 A2-5 








 
to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes. 
  
 (8)
NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
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 defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption. 
  
 (9)
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.
Also, the Company need not exchange or register the transfer of any Notes (i) for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date or (ii) during a
period beginning at the opening of business 15 days before any Interest Payment Date and ending at the close of business on such Interest Payment Date. 
  
 This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note
for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note. 
  
 (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes. 
  
 (11)
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Note
Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture,
the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s
or any Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable, to make any change
that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights under the Indenture or under the Intercreditor Agreement of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of 

  

 A2-6 








 
the Notes” section of the Company’s Offering Circular dated December 16, 2003, relating to the initial offering of the Notes, to the extent that
such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the Security Documents, to provide for the Issuance of Additional Notes in
accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, or to make, complete or confirm any grant of Collateral
permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents. 
  
 (12) DEFAULTS AND
REMEDIES. Each of the following is an Event of Default: (i) the Company defaults for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) the Company
defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10, 4.15 or
5.01 of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes or the Security Documents for 45 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee exists
as of, or is created after, the date of the Indenture, if that default results in the acceleration of such Indebtedness prior to its express maturity, and the principal amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final and non-appealable
judgments entered by a court or courts of competent jurisdiction aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; (viii) the occurrence of any of the following: (a) an event
of default under any of the Security Documents; (b) any of the Security Documents shall cease, for any reason (other than pursuant to the terms thereof), to be in full force and effect, or the Company, Parent or any of its Restricted Subsidiaries
shall so assert in writing, or any security interest created or purported to be created by any of the Security Documents shall cease to be enforceable or of the same effect and priority purported to be created thereby, in each case for 30 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; or (c) the Company, Parent or any of its Restricted Subsidiaries repudiates, in writing, any of
their respective obligations under any of the Security Documents; and (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force
and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due
and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default 

  

 A2-7 








 
has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 of the Indenture, the declaration
of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (5) of Section 6.01 of the Indenture have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of
the date of such declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or
interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 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 of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes; provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted in such acceleration. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
  
 (13) 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 Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee. 
  
 (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors,
as such, will not have any liability for any obligations of the Company or such Guarantor under the Notes, the Note Guarantees or the Indenture or 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 the issuance of the Notes. 
  
 (15) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. 
  
 (16)
ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 (17) ADDITIONAL RIGHTS OF HOLDERS OF
RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of this Regulation S Temporary Global Note will have all the rights set forth in the Registration Rights Agreement dated as of
                    , 200    , between the Company and the other parties named on the signature pages thereof or,
in the case of Additional Notes, Holders thereof will have the rights set forth in one or more registration rights agreements, if any, between the Company and the other parties thereto, relating to rights given by the Company to the purchasers of
any Additional Notes (collectively, the “Registration Rights Agreement”). 
  

 A2-8 








 (18) CUSIP NUMBERS. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
  
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
 Attention: General Counsel 
  

 A2-9 








 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  

			
	 (I) or (we) assign and transfer this Note to:
	 	 
	 	 	


 (Insert assignee’s legal name) 
  

 (Insert assignee’s soc. sec. or tax I.D. no.) 
  

  

  

  

 (Print or type assignee’s name, address and zip code) 
  
 and irrevocably appoint
                                        
                     to transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  
 Date:
                     
  

			
	 
		
	Your Signature:	 	 
	 	 	

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


  
 Signature Guarantee*:
                                        

  

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

  

 A2-9 








 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Note
purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  
  ̈Section 4.10             
 ̈Section 4.15 
  
 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount
you elect to have purchased: 
  
 $                     
  
 Date:                      
  

			
	 
		
	Your Signature:	 	 
	 	 	

	 	 	(Sign exactly as your name appears on the face of this Note)
	
	 Tax Identification No.:                                 
                                        
                                        
               



  
  
 Signature Guarantee*:
                                        

  

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

  

 A2-10 








 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE 
  
 The following exchanges of a part of this Regulation S Temporary Global Note
for an interest in another Global Note, or exchanges in part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: 
  

									
	 Date of Exchange

	 	 Amount of decrease in
 Principal Amount
 of this Global Note

	 	 Amount of increase in
 Principal Amount
 of this Global Note

	  	 Principal Amount
 of this Global Note
 following such
 decrease
 (or increase)

	  	 Signature of authorized
 officer of Trustee or
 Custodian


	 	 	 	 	 	  	 	  	 

  

 A2-11 








 EXHIBIT B 
  
 FORM OF CERTIFICATE OF TRANSFER 
  
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
  
 The Bank of New York 
 101 Barclay Street – 8W 
 New York, New York 10286 
  

	 	Re:	91⁄4% Senior Secured Notes due 2009 

  
 Reference is hereby made to the Indenture, dated as of December 19, 2003 (the “Indenture”), among El Pollo Loco, Inc., as issuer (the
“Company”), EPL Intermediate, Inc. and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
                             , (the “Transferor”) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                 in such Note[s] or interests (the
“Transfer”), to
                                        
         (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
  
 [CHECK ALL THAT APPLY] 
  
 1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a
Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each
such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 2.  ̈ Check if Transferee will take delivery
of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being 

  

 B-1 








 
made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the
Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 3.  ̈ Check and complete if Transferee will
take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 
  
 (a)  ̈ such Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act; 
  
 or 
  
 (b)
 ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
  
 or 
  
 (c)  ̈ such Transfer is being
effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
  
 or 
  
 (d)  ̈ such Transfer is being
effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

  
 4.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
  
 (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of 

  

 B-2 








 
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
  

(b)  ̈ Check if Transfer is Pursuant to
Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture. 
  
 (c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes
and in the Indenture. 
  
 This certificate and the statements
contained herein are made for your benefit and the benefit of the Company. 
  

			
	

	[Insert Name of Transferor]
	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  
 Dated:
                     
  

 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	 	1.	The Transferor owns and proposes to transfer the following: 

  
 [CHECK ONE OF (a) OR (b)] 
  

	 	(1)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP
            ), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP
            ), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP
            ); or 

  

	 	(b)	 ̈ a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

  
 [CHECK ONE] 
  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP
            ), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP
            ), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP
            ); or 

  

	 	(iv)	 ̈ Unrestricted Global Note (CUSIP
            ); or 

  

	 	(b)	 ̈ a Restricted Definitive Note; or 

  

	 	(c)	 ̈ an Unrestricted Definitive Note, 

  
 in accordance with the terms of the Indenture. 
  

 B-4 








 EXHIBIT C 
  
 FORM OF CERTIFICATE OF EXCHANGE 
  
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
  
 The Bank of New York 
 101 Barclay Street – 8W 
 New York, New York 10286 
  

	 	Re:	91⁄4% Senior Secured Notes due 2009 

  
 (CUSIP             ) 
  
 Reference is hereby made to the Indenture, dated as of December 19, 2003 (the “Indenture”), among El Pollo
Loco, Inc., as issuer (the “Company”), EPL Intermediate, Inc. and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
                             , (the “Owner”) owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                 in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
  
 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note 
  
 (a)
 ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 (b)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States. 
  
 (c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in 

  

 C-1 








 
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States. 
  
 (d)
 ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
  
 (a)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 (b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest
in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
  

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 
  

			
	

	[Insert Name of Transferor]
	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  
 Dated:
                     
  

 C-2 








 EXHIBIT D 
  
 FORM OF CERTIFICATE FROM 
 ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR 
  
 El Pollo Loco, Inc. 
 3333 Michelson Drive, Suite 550 
 Irvine, California 92612 
  
 The Bank of New York 
 101 Barclay Street – 8W 
 New York, New York 10286 
  

	 	Re:	91⁄4% Senior Secured Notes due 2009 

  
 Reference is hereby made to the Indenture, dated as of December 19, 2003 (the “Indenture”), among El Pollo Loco, Inc., as issuer (the
“Company”), EPL Intermediate, Inc. and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
 In connection with our proposed purchase of
$             aggregate principal amount of: 
  
 (a)  ̈ a beneficial interest in a Global Note, or

  
 (b)  ̈ a Definitive Note, 
  
 we confirm that: 
  
 1. We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 
  
 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes
and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of
Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 
  

 D-1 








 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be
required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that
the Notes purchased by us will bear a legend to the foregoing effect. 
  
 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
  
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts
(each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 
  
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	

	[Insert Name of Accredited Investor]
	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  
 Dated:
                     
  

 D-2 








 EXHIBIT E 
  
 [FORM OF NOTE GUARANTEE] 
  
 For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of December 19, 2003 (the “Indenture”) among El Pollo Loco, Inc. (the “Company”), EPL Intermediate, Inc. and The Bank
of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Liquidated Damages, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee and the Collateral Agent all in
accordance with the terms 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 of Notes, the Trustee and the Collateral Agent pursuant to the Note Guarantee and the Indenture are expressly set
forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 
  
 Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 
  

			
	[NAME OF GUARANTOR(S)]
	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

 E-1 








 EXHIBIT F 
  
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE
DELIVERED BY SUBSEQUENT GUARANTORS] 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                 ,
200    , among                      (the “Guaranteeing Subsidiary”), a subsidiary of El Pollo
Loco, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to
below (the “Trustee”). 
  
 W I T N E S S E T H

  
 WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the “Indenture”), dated as of December 19, 2003 providing for the issuance of 91⁄4% Senior Secured Notes due 2009 (the “Notes”); 
  
 WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the
terms and conditions set forth herein (the “Note Guarantee”); and 
  
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
  
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
  
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture. 
  
 2. AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to
Article 11 thereof. 
  
 4. NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of
the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy. 
  
 5. NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

 F-1 








 EXHIBIT F 
  
 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. 
  
 7.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
  
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 
  

 F-2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
  
 Dated:
                , 20     
  

			
	 [GUARANTEEING SUBSIDIARY]

	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	 EL POLLO LOCO, INC.

	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	 [EXISTING GUARANTORs]

	
	 
	 By:
	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	 THE BANK OF NEW YORK
 as Trustee

	
	 
	 By:
	 	 
	 	 	

	 	 	 Authorized Signatory



  

 F-3