Exhibit 4.1



EXECUTION COPY

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Delco Remy International, Inc.

Issuer



93/8% Senior Subordinated Notes Due 2012



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INDENTURE



Dated as of April 23, 2004



Deutsche Bank National Trust Company

Trustee



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CROSS-REFERENCE TABLE



|                      |  |  |  |                  
|--------------------- |  |  |  | -----------------
|TIA Section           |  |  |  | Indenture Section
|310(a)(1)             |  |  |  | 7.10             
|(a)(2)                |  |  |  | 7.10             
|(a)(3)                |  |  |  | N.A.             
|(a)(4)                |  |  |  | N.A.             
|(a)(5)                |  |  |  | 7.10             
|(b)                   |  |  |  | 7.08; 7.10       
|(c)                   |  |  |  | N.A.             
|311(a)                |  |  |  | 7.11             
|(b)                   |  |  |  | 7.11             
|(c)                   |  |  |  | N.A.             
|312(a)                |  |  |  | 2.05             
|(b)                   |  |  |  | 13.03            
|(c)                   |  |  |  | 13.03            
|313(a)                |  |  |  | 7.06             
|(b)(1)                |  |  |  | N.A.             
|(b)(2)                |  |  |  | 7 06             
|(c)                   |  |  |  | 13.02            
|(d)                   |  |  |  | 7 06             
|314(a)                |  |  |  | 4.02; 4.09; 13.02
|(b)                   |  |  |  | N.A.             
|(c)(1)                |  |  |  | 13.04            
|(c)(2)                |  |  |  | 13.04            
|(c)(3)                |  |  |  | N.A.             
|(d)                   |  |  |  | N.A.             
|(e)                   |  |  |  | 13.05            
|(f)                   |  |  |  | N.A.             
|315(a)                |  |  |  | 7.01             
|(b)                   |  |  |  | 7.05; 13.02      
|(c)                   |  |  |  | 7.01             
|(d)                   |  |  |  | 7.01             
|(e)                   |  |  |  | 6.11             
|316(a)(last sentence) |  |  |  | 13.06            
|(a)(1)(A)             |  |  |  | 6.05             
|(a)(1)(B)             |  |  |  | 6.04             
|(a)(2)                |  |  |  | N.A.             
|(b)                   |  |  |  | 6.07             
|(c)                   |  |  |  | 9.04             
|317(a)(1)             |  |  |  | 6.08             
|(a)(2)                |  |  |  | 6.09             
|(b)                   |  |  |  | 2.04             
|318(a)                |  |  |  | 13.01            
|(b)                   |  |  |  | N.A.             
|(c)                   |  |  |  | N.A.             



N.A. means Not
Applicable.



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





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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 |  | 28  
|SECTION 1.04. |  | Rules of Construction                             |  | 28  
|              |  |                                                  
|              |  | Article 2                                         |  |     
|              |  |                                                  
|              |  | The Securities                                    |  |     
|SECTION 2.01. |  | Form and Dating                                   |  | 29  
|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. |  | Securityholder Lists                              |  | 31  
|SECTION 2.06. |  | Transfer and Exchange                             |  | 31  
|SECTION 2.07. |  | Replacement Securities                            |  | 31  
|SECTION 2.08. |  | Outstanding Securities                            |  | 31  
|SECTION 2.09. |  | Temporary Securities                              |  | 32  
|SECTION 2.10. |  | Cancellation                                      |  | 32  
|SECTION 2.11. |  | Defaulted Interest                                |  | 32  
|SECTION 2.12. |  | CUSIP Numbers                                     |  | 32  
|SECTION 2.13. |  | Issuance of Additional Securities                 |  | 32  
|              |  |                                                  
|              |  | Article 3                                         |  |     
|              |  |                                                  
|              |  | Redemption                                        |  |     
|              |  |                                                  
|SECTION 3.01. |  | Notices to Trustee                                |  | 33  
|SECTION 3.02. |  | Selection of Securities To Be Redeemed            |  | 33  
|SECTION 3.03. |  | Notice of Redemption                              |  | 33  
|SECTION 3.04. |  | Effect of Notice of Redemption                    |  | 34  
|SECTION 3.05. |  | Deposit of Redemption Price                       |  | 34  
|SECTION 3.06. |  | Securities Redeemed in Part                       |  | 34  
|              |  |                                                  
|              |  | Article 4                                         |  |     
|              |  |                                                  
|              |  | Covenants                                         |  |     
|              |  |                                                  
|SECTION 4.01. |  | Payment of Securities                             |  | 35  
|SECTION 4.02. |  | SEC Reports                                       |  | 35  



i



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|              |  |                                                                                |  |   
|------------- |  | ------------------------------------------------------------------------------ |  | --
|SECTION 4.03. |  | Limitation on Indebtedness                                                     |  | 35
|SECTION 4.04. |  | Limitation on Restricted Payments                                              |  | 39
|SECTION 4.05. |  | Limitation on Restrictions on Distributions from Restricted Subsidiaries       |  | 44
|SECTION 4.06. |  | Limitation on Sales of Assets and Subsidiary Stock                             |  | 46
|SECTION 4.07. |  | Limitation on Affiliate Transactions                                           |  | 49
|SECTION 4.08. |  | Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries |  | 51
|SECTION 4.09. |  | Change of Control                                                              |  | 51
|SECTION 4.10. |  | Future Guarantors                                                              |  | 52
|SECTION 4.11. |  | Compliance Certificate                                                         |  | 53
|SECTION 4.12. |  | Further Instruments and Acts                                                   |  | 53
|              |  |                                                                               
|              |  | Article 5                                                                      |  |   
|              |  |                                                                               
|              |  | Successor Company                                                              |  |   
|              |  |                                                                               
|SECTION 5.01. |  | When Company May Merge or Transfer Assets                                      |  | 53
|              |  |                                                                               
|              |  | Article 6                                                                      |  |   
|              |  |                                                                               
|              |  | Defaults and Remedies                                                          |  |   
|              |  |                                                                               
|SECTION 6.01. |  | Events of Default                                                              |  | 55
|SECTION 6.02. |  | Acceleration                                                                   |  | 57
|SECTION 6.03. |  | Other Remedies                                                                 |  | 57
|SECTION 6.04. |  | Waiver of Past Defaults                                                        |  | 57
|SECTION 6.05. |  | Control by Majority                                                            |  | 58
|SECTION 6.06. |  | Limitation on Suits                                                            |  | 58
|SECTION 6.07. |  | Rights of Holders To Receive Payment                                           |  | 58
|SECTION 6.08. |  | Collection Suit by Trustee                                                     |  | 58
|SECTION 6.09. |  | Trustee May File Proofs of Claim                                               |  | 59
|SECTION 6.10. |  | Priorities                                                                     |  | 59
|SECTION 6.11. |  | Undertaking for Costs                                                          |  | 59
|SECTION 6.12. |  | Waiver of Stay or Extension Laws                                               |  | 59
|              |  |                                                                               
|              |  | Article 7                                                                      |  |   
|              |  |                                                                               
|              |  | Trustee                                                                        |  |   
|              |  |                                                                               
|SECTION 7.01. |  | Duties of Trustee                                                              |  | 60
|SECTION 7.02. |  | Rights of Trustee                                                              |  | 61
|SECTION 7.03. |  | Individual Rights of Trustee                                                   |  | 61
|SECTION 7.04. |  | Trustees Disclaimer                                                           |  | 61
|SECTION 7.05. |  | Notice of Defaults                                                             |  | 62
|SECTION 7.06. |  | Reports by Trustee to Holders                                                  |  | 62
|SECTION 7.07. |  | Compensation and Indemnity                                                     |  | 62





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|               |  |                                                                          |  |   
|-------------- |  | ------------------------------------------------------------------------ |  | --
|SECTION 7.08.  |  | Replacement of Trustee                                                   |  | 63
|SECTION 7.09.  |  | Successor Trustee by Merger                                              |  | 63
|SECTION 7.10.  |  | Eligibility; Disqualification                                            |  | 64
|SECTION 7.11.  |  | Preferential Collection of Claims Against Company                        |  | 64
|               |  |                                                                         
|               |  | Article 8                                                                |  |   
|               |  |                                                                         
|               |  | Discharge of Indenture; Defeasance                                       |  |   
|               |  |                                                                         
|SECTION 8.01.  |  | Discharge of Liability on Securities; Defeasance                         |  | 64
|SECTION 8.02.  |  | Conditions to Defeasance                                                 |  | 65
|SECTION 8.03.  |  | Application of Trust Money                                               |  | 66
|SECTION 8.04.  |  | Repayment to Company                                                     |  | 66
|SECTION 8.05.  |  | Indemnity for Government Obligations                                     |  | 67
|SECTION 8.06.  |  | Reinstatement                                                            |  | 67
|               |  |                                                                         
|               |  | Article 9                                                                |  |   
|               |  |                                                                         
|               |  | Amendments                                                               |  |   
|               |  |                                                                         
|SECTION 9.01.  |  | Without Consent of Holders                                               |  | 67
|SECTION 9.02.  |  | With Consent of Holders                                                  |  | 68
|SECTION 9.03.  |  | Compliance with Trust Indenture Act                                      |  | 69
|SECTION 9.04.  |  | Revocation and Effect of Consents and Waivers                            |  | 69
|SECTION 9.05.  |  | Notation on or Exchange of Securities                                    |  | 70
|SECTION 9.06.  |  | Trustee To Sign Amendments                                               |  | 70
|SECTION 9.07.  |  | Payment for Consent                                                      |  | 70
|               |  |                                                                         
|               |  | Article 10                                                               |  |   
|               |  |                                                                         
|               |  | Subordination                                                            |  |   
|               |  |                                                                         
|SECTION 10.01. |  | Agreement To Subordinate                                                 |  | 70
|SECTION 10.02. |  | Liquidation, Dissolution, Bankruptcy                                     |  | 70
|SECTION 10.03. |  | Default on Senior Indebtedness of the Company                            |  | 71
|SECTION 10.04. |  | Acceleration of Payment of Securities                                    |  | 72
|SECTION 10.05. |  | When Distribution Must Be Paid Over                                      |  | 72
|SECTION 10.06. |  | Subrogation                                                              |  | 72
|SECTION 10.07. |  | Relative Rights                                                          |  | 72
|SECTION 10.08. |  | Subordination May Not Be Impaired by Company                             |  | 72
|SECTION 10.09. |  | Rights of Trustee and Paying Agent                                       |  | 73
|SECTION 10.10. |  | Distribution or Notice to Representative                                 |  | 73
|SECTION 10.11. |  | Article 10 Not To Prevent Events of Default or Limit Right To Accelerate |  | 73
|SECTION 10.12. |  | Trust Moneys Not Subordinated                                            |  | 73
|SECTION 10.13. |  | Trustee Entitled To Rely                                                 |  | 73
|SECTION 10.14. |  | Trustee To Effectuate Subordination                                      |  | 74





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|               |  |                                                                                                 |  |   
|-------------- |  | ----------------------------------------------------------------------------------------------- |  | --
|SECTION 10.15. |  | Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company                         |  | 74
|SECTION 10.16. |  | Reliance by Holders of Senior Indebtedness of the Company on Subordination Provisions           |  | 74
|               |  |                                                                                                
|               |  | Article 11                                                                                      |  |   
|               |  |                                                                                                
|               |  | Subsidiary Guarantees                                                                           |  |   
|               |  |                                                                                                
|SECTION 11.01. |  | Guarantees                                                                                      |  | 74
|SECTION 11.02. |  | Limitation on Liability                                                                         |  | 76
|SECTION 11.03. |  | Successors and Assigns                                                                          |  | 77
|SECTION 11.04. |  | No Waiver                                                                                       |  | 77
|SECTION 11.05. |  | Modification                                                                                    |  | 77
|SECTION 11.06. |  | Release of Subsidiary Guarantor                                                                 |  | 77
|SECTION 11.07. |  | Contribution                                                                                    |  | 78
|               |  |                                                                                                
|               |  | Article 12                                                                                      |  |   
|               |  |                                                                                                
|               |  | Subordination of Subsidiary Guarantees                                                          |  |   
|               |  |                                                                                                
|SECTION 12.01. |  | Agreement To Subordinate                                                                        |  | 78
|SECTION 12.02. |  | Liquidation, Dissolution, Bankruptcy                                                            |  | 78
|SECTION 12.03. |  | Default on Senior Indebtedness of Subsidiary Guarantor                                          |  | 79
|SECTION 12.04. |  | Demand for Payment                                                                              |  | 80
|SECTION 12.05. |  | When Distribution Must Be Paid Over                                                             |  | 80
|SECTION 12.06. |  | Subrogation                                                                                     |  | 80
|SECTION 12.07. |  | Relative Rights                                                                                 |  | 80
|SECTION 12.08. |  | Subordination May Not Be Impaired by Company                                                    |  | 80
|SECTION 12.09. |  | Rights of Trustee and Paying Agent                                                              |  | 81
|SECTION 12.10. |  | Distribution or Notice to Representative                                                        |  | 81
|SECTION 12.11. |  | Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment                    |  | 81
|SECTION 12.12. |  | Trustee Entitled To Rely                                                                        |  | 81
|SECTION 12.13. |  | Trustee To Effectuate Subordination                                                             |  | 82
|SECTION 12.14. |  | Trustee Not Fiduciary for Holders of Senior Indebtedness of Subsidiary Guarantor                |  | 82
|SECTION 12.15. |  | Reliance by Holders of Senior Indebtedness of Subsidiary Guarantors on Subordination Provisions |  | 82
|               |  |                                                                                                
|               |  | Article 13                                                                                      |  |   
|               |  |                                                                                                
|               |  | Miscellaneous                                                                                   |  |   
|               |  |                                                                                                
|SECTION 13.01. |  | Trust Indenture Act Controls                                                                    |  | 82
|SECTION 13.02. |  | Notices                                                                                         |  | 83
|SECTION 13.03. |  | Communication by Holders with Other Holders                                                     |  | 84





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|                                                                   |  |                                                    |  |   
|------------------------------------------------------------------ |  | -------------------------------------------------- |  | --
|SECTION 13.04.                                                     |  | Certificate and Opinion as to Conditions Precedent |  | 84
|SECTION 13.05.                                                     |  | Statements Required in Certificate or Opinion      |  | 84
|SECTION 13.06.                                                     |  | When Securities Disregarded                        |  | 84
|SECTION 13.07.                                                     |  | Rules by Trustee, Paying Agent and Registrar       |  | 85
|SECTION 13.08.                                                     |  | Legal Holidays                                     |  | 85
|SECTION 13.09.                                                     |  | Governing Law                                      |  | 85
|SECTION 13.10.                                                     |  | No Recourse Against Others                         |  | 85
|SECTION 13.11.                                                     |  | Successors                                         |  | 85
|SECTION 13.12.                                                     |  | Multiple Originals                                 |  | 85
|SECTION 13.13.                                                     |  | Table of Contents; Headings                        |  | 85
|                                                                   | 
|Exhibit 1  Form of Supplemental Indenture for Future Guarantors   |  |                                                   
|                                                                   | 
|Rule 144A/Regulation S/IAI Appendix                                |  |                                                   
|                                                                   | 
|Exhibit 1  Form of Initial Security                               |  |                                                   
|Exhibit A  Form of Exchange Security or Private Exchange Security |  |                                                   
|Exhibit 2  Form of Transferee Letter of Representation            |  |                                                   





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INDENTURE dated as of April 23, 2004, among Delco Remy International, Inc., a Delaware
corporation (the Company), the Subsidiary Guarantors from time to time party hereto and Deutsche Bank National Trust Company, a California corporation (the Trustee).



Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Initial Securities, Exchange Securities and Private Exchange Securities (collectively, the Securities):



Article 1



Definitions and Incorporation by Reference



SECTION 1.01. Definitions.



Additional Assets means (1) all or substantially all of an operating unit of a business or product line or any property, plant or equipment or
other long-term assets used or useful in a Related Business; (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.



Additional Securities means Securities issued
under this Indenture after the Issue Date and in compliance with Section 2.13 and 4.03, it being understood that any Securities issued in exchange for or replacement of any Initial Security issued on the Issue Date shall not be an Additional
Security, including any such Securities issued pursuant to a Registration Rights Agreement or pursuant to Sections 2.06, 2.07, 2.09, 3.06 or 9.05 of this Indenture.



Advisory Agreement means the Advisory Agreement, dated December 10, 2002, by and among the Company, certain of
the Companys subsidiaries and CVC Management LLC as in effect on the Issue Date.



Affiliate of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of
this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and
the terms controlling and controlled have meanings correlative to the foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, Affiliate shall also mean any beneficial owner of Capital Stock representing 10%
or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not





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currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.



Asset Disposition means any sale, lease (other than operating
leases entered into in the ordinary course of business), transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this definition as a disposition), of:



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



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



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



other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned Subsidiary, (B) for purposes of
Section 4.06 only, (i) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by Section 4.04 and (ii) a disposition of all or
substantially all the assets of the Company and its Restricted Subsidiaries in accordance with Section 5.01; and (iii) a disposition of accounts receivable (and related assets) in connection with a Permitted Receivables Financing; (C) a disposition
of assets with a Fair Market Value of less than $500,000; (D) a disposition of cash or Temporary Cash Investments; (E) sales or other dispositions of obsolete, uneconomical, negligible, worn-out or surplus assets in the ordinary course of business
(including equipment and intellectual property); and (F) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien).



Asset Purchase Agreement means the Asset Purchase Agreement dated July 13, 1994, by and among the Company, DRA and General Motors Corporation.



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



Average Life means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the
products of the



2



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numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect
to such Indebtedness multiplied by the amount of such payment by (2) the sum of all such payments.



Bank Indebtedness means Indebtedness that is Incurred pursuant to clause (b)(1) of Section 4.03; provided, however, that Bank
Indebtedness will exclude any Indebtedness represented by the Floating Rate Notes and any Indebtedness that directly or indirectly Refinances any Floating Rate Notes.



Bank Obligations means any and all amounts payable under or in respect of the Credit Agreement including
principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings),
fees, charges, expenses, reimbursement obligations, Guarantees and all other amounts payable thereunder or in respect thereof.



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



Business Day means each day which is not a Legal
Holiday.



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



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



Change of Control means the occurrence of any of the following events:



(1) prior to the first public offering of common stock of the Company, the Permitted Holders cease to be the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Company, whether as a result of issuance of securities of the Company, any
merger, consolidation, liquidation or dissolution of the Company, or any direct or indirect transfer of securities (for purposes of this clause (1) and clause (2) below, the Permitted Holders shall be deemed to beneficially own any Voting Stock of a
Person (the specified person) held by any other Person (the parent entity) so long as the Permitted Holders beneficially own (as so defined), directly or indirectly, in the aggregate a majority of the voting power of the
Voting Stock of the parent entity);



3



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(2) after the first public offering of common stock of the Company, any
person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or an underwriter of equity securities in a public offering, is or becomes the beneficial owner (as defined in clause
(1) above, except that for purposes of this clause (2) such person shall be deemed to have beneficial ownership of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders beneficially own (as defined in clause (1) above), directly or
indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Company than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors (for the purposes of this clause (2), such other person shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, if such other person is the beneficial owner (as defined
in this clause (2)), directly or indirectly, of more than 35% of the voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a
lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent
entity);



(3) individuals who on the Issue
Date constituted the Board of Directors (together with any new directors (A) whose election by such Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the
Company then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved or (B) who were elected to the Board of Directors pursuant to the Stockholders Agreement) cease for any
reason to constitute a majority of the Board of Directors then in office;



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



4



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(5) the adoption of a plan relating to the liquidation or dissolution of the Company.



Code means the Internal Revenue Code of 1986, as
amended.



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



Consolidated Coverage Ratio as of any date of determination means
the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days (or, if less, the number of days after the end of such fiscal quarter as the consolidated financial statements
of the Company shall be provided to the Securityholders pursuant to the Indenture) days prior to the date of such determination to (b) Consolidated Interest Expense for such four fiscal quarters; provided, however,that:



(1) if the Company or any Restricted
Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period (except that, in the case of Indebtedness used to finance working capital
needs incurred under a revolving credit or similar arrangement, the amount thereof shall be deemed to be the average daily balance of such Indebtedness during such four fiscal quarter period);



(2) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any
revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense
for such period shall be calculated on a pro formabasis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such
period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;



(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such
period shall be reduced by an amount equal to EBITDA (if positive) directly



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attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly
attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary
repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold,
the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale);



(4) if since the beginning of such
period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of
assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving proformaeffect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and



(5) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have
required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving proformaeffect
thereto as if such Asset Disposition, Investment or acquisition occurred on the first day of such period.



For purposes of this definition, whenever pro formaeffect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, the pro formacalculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro formaeffect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest
Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is incurred under a revolving credit facility and is being given pro formaeffect, the interest
on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro formacalculation to the extent that such Indebtedness was incurred solely for working capital
purposes.



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Consolidated Interest Expense means, for any period, the total interest expense of the
Company and its consolidated Restricted Subsidiaries, plus (a) to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:



(1) interest expense attributable to Capital Lease
Obligations, in each case determined in accordance with GAAP;



(2) amortization of debt discount;



(3) capitalized interest;



(4) non-cash interest expense;



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



(6) net costs associated with Hedging Obligations (including amortization of fees);



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



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



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



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



minus (b) to the extent included in such total interest expense, amortization of deferred financing costs, fees and expenses.



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



(1) any net income or loss of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:



(A) subject to the exclusion contained in clause (4)
below, the Companys equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a
Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and



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



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



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



(A) subject to the exclusion contained in clause (4) below, the Companys equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary consistent with such restriction during such period to the Company or another
Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and



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



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



(5) extraordinary gains or losses;



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



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(7) any unrealized non-cash gains or losses or charges in respect of Hedging Obligations
(including those resulting from the application of FAS 133); and



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



in each case, for such period. Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any repurchases,
repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted pursuant to Section 4.04(a)(3)(D).



Court Square means Court Square Capital Limited, a Delaware corporation.



Credit Agreement means the Amended and Restated Loan and Security Agreement entered into by and among the Company, certain of its subsidiaries, Congress Financial Corporation (Central), as Administrative
Agent and US Collateral Agent, Wachovia Bank, National Association, as Documentation Agent and the other financial institutions party thereto, together with the related documents thereto (including the term loans and revolving loans thereunder, any
guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any
agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether
by the same or any other lender or group of lenders.



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



CVC means (i) any Subsidiary of Citigroup Inc., a Delaware corporation, including Citicorp Venture Capital Ltd., a New York corporation,
and Court Square; or (ii) any investment vehicle that (A) is sponsored or managed (whether through ownership of securities having a majority of the voting power or through the management of investments) by any Subsidiary included in clause (i)
hereof and (B) contains, as apart of its name, Citigroup, CVC or any variant thereof; or (iii) World Equity Partners, L.P., a Delaware limited partnership.



CVC Investor means (i) CVC; (ii) any officer, employee, director or general partner of CVC or the general
partner of any investment vehicle included in the definition of CVC; and (iii) any trust, partnership or other entity established solely for the benefit of the Persons included in (i) or (ii) hereof.



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



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Designated Senior Indebtedness, with respect to a Person means:



(1) the Bank Obligations; and



(2) any other Senior Indebtedness of such Person which, at
the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $10.0 million and is specifically designated by such Person in the
instrument evidencing or governing such Senior Indebtedness as Designated Senior Indebtedness for purposes of this Indenture.



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



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



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



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



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



The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent
financial statements of such Person.



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DRA means Delco Remy America, Inc., a Delaware corporation and a Wholly Owned Subsidiary.



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



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



(2) Consolidated Interest Expense;



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



(4) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any
such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period);



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



Exchange Act means the U.S. Securities Exchange Act of 1934, as
amended.



Exchange Securities means the debt
securities of the Company issued pursuant to this Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Securities, in compliance with the terms of the Registration Rights Agreement.



Fair Market Value means, with respect to any asset or property,
the price which could be negotiated in an arms length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market
Value will be determined in good faith by the Board of Directors of the Company, whose determination will be conclusive and evidenced by a resolution of such Board of Directors; provided, however, that for purposes of clause (a)(3)(B)
of Section 4.04, (i) if the Fair Market Value of the property or assets in question is so determined to be in excess of $10.0 million, such determination must be confirmed by an Independent Qualified Party and (ii) in determining the Fair Market
Value of Capital Stock, the value of the Capital Stock of a Person shall be based



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upon such Persons property and assets, exclusive of goodwill or any other intangible asset.



Financing Disposition means any sale of any accounts receivable,
or interest therein, by the Company or any Subsidiary to any Receivables Subsidiary, or by the Receivables Subsidiary, pursuant to a Permitted Receivables Financing.



Floating Rate Notes means the second-priority senior secured floating rate notes of the Company due 2009 issued
on the Issue Date.



Foreign Subsidiary means any
Restricted Subsidiary organized in a jurisdiction outside of the United States, its territories and possessions and, for purposes of Section 4.03 and the definition of Non-Recourse Foreign Subsidiary only, which does not have any
material assets within the United States, its territories or possessions.



GAAP means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:



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



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



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



(4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro formafinancial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the SEC.



All
ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.



GM Note means the Contingent Purchase Price Note issued by DRA pursuant to the Asset Purchase Agreement.



Guarantee means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:



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



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



provided, however, that the term Guarantee shall not include endorsements for collection or deposit or standard contractual indemnities, in each
case in the ordinary course of business. The term Guarantee used as a verb has a corresponding meaning. The term Guarantor shall mean any Person Guaranteeing any obligation.



Guaranty Agreement means a supplemental indenture, in
substantially the form included as Exhibit 1 to this Indenture, pursuant to which a Subsidiary Guarantor guarantees the Companys obligations with respect to the Securities on the terms provided for in this Indenture.



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



Holder or Securityholder means the Person in whose name a Security is registered on the Registrars books.



Incur means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
Incurrence when used as a noun shall have a correlative meaning.



Solely for purposes of determining compliance with Section 4.03:



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



(2) the payment of interest in the form of
additional Indebtedness of the same instrument or the payment of dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms in each case to the extent such pay-in-kind securities were contemplated on
the issue date of the underlying securities; and



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



will not be deemed to be the Incurrence of Indebtedness.



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



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



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



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



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



(5) the amount of all obligations of
such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);



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



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



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



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



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payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.



The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations as described above at such date; provided, however, that the amount
outstanding at any time of any Indebtedness issued with original issue discount shall be deemed to be the face amount of such Indebtedness less the remaining unamortized portion of the original issued discount of such Indebtedness at such time as
determined in conformity with GAAP; provided further, however, that the outstanding principal amount of the GM Note shall be deemed to be zero until the last day of the fiscal year or other period with respect to which the amount due
thereunder shall be determined.



Indenture means
this Indenture as amended or supplemented from time to time.



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



Initial Purchasers means Credit Suisse First Boston LLC, Deutsche
Bank Securities Inc. and Wachovia Capital Markets, LLC.



Interest Rate Agreement means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect the Company or any Restricted Subsidiary against fluctuations in
interest rates.



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



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For purposes of the definition of Unrestricted Subsidiary, the definition of Restricted
Payment and Section 4.04, Investment shall include:



(1) the portion (proportionate to the Companys equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary equal
to an amount (if positive) equal to (A) the Companys Investment in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Companys equity interest in such Subsidiary) of the Fair Market
Value of the net assets of such Subsidiary at the time of such redesignation; and



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



Issue Date means the date on which the Securities are originally issued.



Joint Venture means, in respect of any Person, any corporation, association, partnership or other business entity of which not less than 20% and not more than 80% of the total voting power of shares of
Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.



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



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



Management Investors means each of the officers, employees and directors of the Company who own Voting Stock of the Company, in each case so
long as such person shall remain an officer, employee or director of the Company.



Moodys means Moodys Investors Services, Inc. and any successor to its rating agency business.



Net Available Cash from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received
in the form of assumption by the



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acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:



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



(2) all payments made on any Indebtedness which is secured
by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;



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



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



(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection
with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary.



Net Cash Proceeds, with respect to any issuance or
sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys fees, accountants fees, underwriters or placement agents fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.



Non-Recourse Foreign Subsidiary means any Foreign Subsidiary so long as such Foreign Subsidiary does not have any Indebtedness outstanding
other than Non-Recourse Indebtedness.



Non-Recourse
Indebtedness with respect to any Person means Indebtedness:



(i) as to which neither the Company nor any Restricted Subsidiary (other than a Non-Recourse Foreign Subsidiary) (a) provides credit support of any kind (including any undertaking, agreement or



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instrument that would constitute Indebtedness), (b) is directly or indirectly liable (as a Guarantor or otherwise) or (c) constitutes the lender;



(ii) as to which no default (including any rights that
the holders thereof may have to take enforcement action against the Company or any Restricted Subsidiary (other than a Non-Recourse Foreign Subsidiary), would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary (other than a Non-Recourse Foreign Subsidiary) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and



(iii) as to which the lenders have been notified in writing
they will not have recourse to the shares or assets of the Company or any Restricted Subsidiary (other than a Non-Recourse Foreign Subsidiary)).



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



Officer means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company.



Officers Certificate means a certificate signed by two
Officers.



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



Permitted Holders means the CVC Investors, Berkshire Hathaway, Inc., the Management Investors and, in the case of any individual who is a
Permitted Holder, any Permitted Transferee (as defined in the Stockholders Agreement except a Permitted Transferee by virtue of Section 3.5(b)(iv) of the Stockholders Agreement) of such individual. Except for a Permitted Holder specifically
identified by name, in determining whether Voting Stock is owned by a Permitted Holder, only Voting Stock acquired by a Permitted Holder in its described capacity will be treated as beneficially owned by such Permitted Holder.



Permitted Investment means an Investment by the
Company or any Restricted Subsidiary in:



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



(2) another Person if, as a result of such
Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially



18



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all its assets to, the Company or a Restricted Subsidiary; provided, however,that such Persons primary business is a Related
Business;



(3) cash and Temporary Cash
Investments;



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



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



(6) loans or advances to employees made in the ordinary course of business consistent with past practices of the Company or such
Restricted Subsidiary;



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



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



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



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



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



(12) any Person existing on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or
other



19



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Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or
the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date.



Permitted Receivables Financing means any financing pursuant to which the Company or any Restricted Subsidiary may sell, convey or otherwise
transfer to a Receivables Subsidiary or any other Person, or grant a security interest in, any accounts receivable (and related assets) of the Company or any Restricted Subsidiary; provided, however, that:



(1) the covenants, events of default and other provisions
applicable to such financing shall be customary for such transactions and shall be on the market terms (as determined in good faith by the Board of Directors) at the time such financing is entered into;



(2) the interest rate applicable to such financing shall be
a market interest rate (as determined in good faith by the Board of Directors) at the time such financing is entered into; and



(3) such financing shall be nonrecourse to the Company and its Subsidiaries (other than a Receivables Subsidiary) except to a limited
extent customary for such transactions.



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



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



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



Public Equity Offering means an underwritten primary public
offering of common stock of the Company (or, for purposes of Section 4.08, any Restricted Subsidiary) pursuant to an effective registration statement under the Securities Act.



Public Market means any time after (i) a Public Equity Offering has been consummated with respect to a
Restricted Subsidiary and (ii) at least 10% of the total issued and outstanding common stock of such Restricted Subsidiary has been distributed by means of an effective registration statement under the Securities Act or sales pursuant to Rule 144
under the Securities Act.



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Purchase Money Indebtedness mean Indebtedness:



(1) consisting of the deferred purchase price of property,
conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does
not exceed the anticipated useful life of the asset being financed; and



(2) incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements;



provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset
being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; and provided further, however, that such Indebtedness is Incurred within 90 days after such
acquisition of such asset by the Company or Restricted Subsidiary.



Receivables Subsidiary means a bankruptcy remote, special purpose Wholly Owned Subsidiary formed in connection with a Permitted Receivables Financing.



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



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



(1) such Refinancing Indebtedness has a Stated Maturity no
earlier than the Stated Maturity of the Indebtedness being Refinanced;



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



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



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



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provided further, however, that Refinancing Indebtedness shall not include



(A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or



(B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of
an Unrestricted Subsidiary.



Registration Rights
Agreement means the Registration Rights Agreement dated April 23, 2004, among the Company, the Subsidiary Guarantors and the Initial Purchasers.



Related Business means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business
related, ancillary or complementary to such business (as determined in good faith by the Board of Directors).



Representative means, with respect to a Person, any trustee, agent or representative (if any) for an issue of Senior Indebtedness of such
Person.



Restricted Payment with respect to any
Person means:



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



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



(3) the purchase, repurchase, redemption, defeasance or
other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted
Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within
one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition); or



22



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



Restricted Subsidiary means any Subsidiary of the
Company that is not an Unrestricted Subsidiary.



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



SEC means the U.S. Securities and Exchange Commission.



Secured Indebtedness means any Indebtedness of the Company secured by a Lien.



Securities means the Securities issued under this Indenture.



Securities Act means the U.S. Securities Act of
1933, as amended.



Senior Indebtedness means with
respect to any Person:



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



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



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



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



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



(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or
instruments evidencing such liabilities);



23



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



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



Senior Subordinated Indebtedness means, with respect to a Person, the Securities (in the case of the Company), the Guarantee (in the case of a
Subsidiary Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passuwith the Securities or such Guarantee, as the case may be, in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Indebtedness of such Person.



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



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



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



Stockholders Agreement means the Securities Transfer, Recapitalization and Holders Agreement among the stockholders of the Company as in effect on the Issue Date.



Subordinated Obligation means, with respect to a Person, any Indebtedness of such Person (whether outstanding on
the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities or a Subsidiary Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect.



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



Subsidiary Guarantee means a Guarantee by a Subsidiary Guarantor of the Companys obligations with respect to the Securities.



24



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Subsidiary Guarantor means each Subsidiary of the Company that executes this Indenture as a
guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Securities pursuant to the terms of this Indenture.



Temporary Cash Investments means any of the following:



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



(2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized
under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million
(or the foreign currency equivalent thereof) and has outstanding debt which is rated A (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;



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



(4) investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the United States of America, any State thereof or the District of Columbia or any foreign country recognized by the United States of America with a rating at the time as of
which any investment therein is made of P-1 (or higher) according to Moodys or A-1 (or higher) according to Standard and Poors;



(5) investments in securities with maturities of six months or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by Standard & Poors or A by Moodys;
and



(6) investments in money market funds
that invest substantially all their assets in securities of the types described in clauses (1) through (5) above.



Total Assets means at any time the total consolidated assets (determined in accordance with GAAP) of the Company and the Restricted
Subsidiaries, as of the most recent date for which the Company prepares a consolidated balance sheet in the ordinary course of business.



25



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



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



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



Unrestricted Subsidiary means:



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



(2) any Subsidiary of an Unrestricted Subsidiary; and



(3) DR Alternators Holdings, Inc., DR
Alternators, Inc., DR Generators, S. de R. L. de C. V., Remy Generators de Mexico, S. de R.L. de C. V., DR Alternators Poland Sp z 0.0. and Electro Diesel Rebuild bvba (in each case as to which the Company represents and warrants that such
Subsidiary is an Unrestricted Subsidiary under the indentures for its 85/8% senior notes due 2007 and its 11%
senior subordinated notes due 2009).



The Board of Directors may
designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any
property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or
(B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04.



The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after
giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of Section 4.03 and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers Certificate certifying that such designation complied with the foregoing
provisions.



U.S. Dollar Equivalent means with
respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for
the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the Exchange Rates column



26



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under the heading Currency Trading on the date two Business Days prior to such determination.



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



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



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



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



SECTION 1.02. Other Definitions.



|                                     |  |                   |       
|------------------------------------ |  | ----------------- | ------
|Term                                 |  | Defined inSection |       
|Affiliate Transaction              |  | 4.07              | (a)   
|Bankruptcy Law                     |  | 6.01              |       
|Blockage Notice                    |  | 10.03             |       
|Change of Control Offer            |  | 4.09              | (b)   
|covenant defeasance option         |  | 8.01              | (b)   
|Custodian                          |  | 6.01              |       
|Event of Default                   |  | 6.01              |       
|Guaranteed Obligations             |  | 11.01             |       
|legal defeasance option            |  | 8.01              | (b)   
|Notice of Default                  |  | 6.01              |       
|Offer                              |  | 4.06              | (c)   
|Offer Amount                       |  | 4.06              | (d)(2)
|Offer Period                       |  | 4.06              | (d)(2)
|Paying Agent                       |  | 2.03              |       
|Payment Default                    |  | 10.03             |       
|Payment Blockage Period            |  | 10.03             |       
|Purchase Date                      |  | 4.06              | (d)(1)
|Received Cash                      |  | 4.04              |       
|Registrar                          |  | 2.03              |       
|Subsidiary Blockage Notice         |  | 12.03             |       
|Subsidiary Payment Default         |  | 12.03             |       
|Subsidiary Payment Blockage Period |  | 12.03             |       
|Successor Company                  |  | 5.01              | (a)(1)



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



Commission means the SEC;



indenture securities means the Securities and the Subsidiary Guarantees;



indenture security holder means a Securityholder;



indenture to be qualified means this Indenture;



indenture trustee or institutional trustee means the Trustee; and



obligor on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.



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



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



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



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



(3) or is not exclusive;



(4) including means including without limitation;



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



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



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



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



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



(10) all references to the date the Securities were originally issued shall refer to April 23, 2004.



Article 2



The Securities



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



SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Companys seal shall be impressed, affixed, imprinted or reproduced
on the Securities and may be in facsimile form.



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



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



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The Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount
of $150,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03.



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



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



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



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



SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due
date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default
by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to



30



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account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.



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



SECTION 2.06. Transfer and
Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar or a
co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.



SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and
the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in
replacing a Security.



Every replacement Security is an
additional obligation of the Company.



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



If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that
the replaced Security is held by a bona fide purchaser, in which case the replacement Security will cease to be outstanding, subject to the provisions of Section 8-405 of the Uniform Commercial Code.



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If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption
date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying
such money to the Securityholders on that date pursuant to the terms of this Indenture then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.



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



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



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



SECTION 2.12. CUSIP Numbers. The Company in
issuing the Securities may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.



SECTION 2.13. Issuance of Additional Securities. After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03,
to issue Additional Securities under this Indenture in an unlimited principal amount, which



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Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price.
All the Securities issued under this Indenture shall be treated as a single class for all purposes of this Indenture.



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



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



(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no
Additional Securities may be issued unless such Additional Securities are fungible with the Initial Securities for U.S. federal income tax purposes; and



(3) whether such Additional Securities shall be Initial Securities or shall be issued in the form of Exchange Securities as set forth in
Exhibit A.



Article 3



Redemption



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



The Company shall give each notice to the Trustee provided for
in this Section at least 45 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.



SECTION
3.02. Selection of Securities To Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro ratato the extent practicable. The Trustee shall make the selection from
outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of them the Trustee selects shall be in
principal amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.



SECTION
3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice



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of redemption by first-class mail to each Holder of Securities to be redeemed at such Holders registered address.



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



(1) the redemption date;



(2) the redemption price;



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



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



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



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



(7) 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 Securities.



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



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



SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee
for cancellation.



SECTION 3.06. Securities Redeemed in
Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall



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authenticate for the Holder (at the Companys expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.



Article 4



Covenants



SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities
on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient
to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture.



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



SECTION 4.02. SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act, so long
as any Securities are outstanding, the Company shall file with the SEC (subject to the next sentence) and provide the Trustee and Holders with such annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and
applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections, and containing all the information, audit reports and exhibits required
for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC
within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not
accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC.



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



SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and any Subsidiary Guarantor
shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro formabasis, the Consolidated Coverage Ratio exceeds 2.00 to 1.00.



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



(1) Indebtedness Incurred by the Company and its Restricted Subsidiaries pursuant to any Credit Agreement or any Permitted Receivables Financing and any Indebtedness represented by the Floating Rate Notes and any
Indebtedness that directly or indirectly Refinances any Floating Rate Notes; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause
(b)(1) and then outstanding does not exceed the greater of (A) $280.0 million less the sum (but not to exceed $125.0 million) of all principal payments with respect to such Indebtedness pursuant to Section 4.06(a)(3)(A) hereof and (B) the sum of (i)
75% of the book value of the inventory of the Company and its Restricted Subsidiaries and (ii) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries;



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



(3) Indebtedness represented by the Securities and the Exchange Securities (other than any Additional Securities);



(4) Indebtedness outstanding on the Issue Date (other than
Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b));



(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in
connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company);
provided, however, that on the date of such acquisition and after giving pro formaeffect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a);



(6) Refinancing Indebtedness in respect of Indebtedness
Incurred pursuant to Section 4.03(a) or pursuant to clause (3), (4), (5) or (11) or this



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clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary
Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;



(7) Hedging Obligations consisting of Interest Rate Agreements and Currency Agreements entered into in the ordinary course of business and
not for the purpose of speculation; provided, however, that such Interest Rate Agreements and Currency Agreements do not increase the Indebtedness of the Company outstanding at any time other than as a result of fluctuations in foreign
currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder;



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



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



(10) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of
Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (1), (2), (3), (4), (7) or (8) of this Section 4.03(b) or pursuant to clause (6) of this Section 4.03(b) to the extent the Refinancing Indebtedness Incurred thereunder directly
or indirectly Refinances Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (3) or (4) of this Section 4.03(b);



(11) Indebtedness of the Company and its Restricted Subsidiaries, to the extent the proceeds thereof are immediately used after the
Incurrence thereof to purchase Securities tendered in an offer to purchase made as a result of a Change of Control;



(12) Indebtedness of the Company and its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of
purchase price or similar obligations, in any case Incurred in connection with the disposition of any assets of the Company or any Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of
such assets for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition;



(13) Purchase Money Indebtedness and Capital Lease
Obligations Incurred to finance the acquisition of any lease or improvement of property (real



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or personal) equipment or other assets in the ordinary course of business and which, when added together with all Refinancing Indebtedness Incurred in
respect of Indebtedness previously Incurred pursuant to this clause (13) and then outstanding, do not exceed $50.0 million in the aggregate at any time outstanding;



(14) Non-Recourse Indebtedness of Non-Recourse Foreign Subsidiaries in an aggregate principal amount
outstanding at any time not to exceed $50.0 million; provided, however, any Incurrence of or change in any Indebtedness which results in any such Foreign Subsidiary ceasing to be a Non-Recourse Foreign Subsidiary shall be deemed to
constitute the Incurrence by such Foreign Subsidiary of all its Indebtedness then outstanding; and



(15) Indebtedness of the Company or of any Restricted Subsidiary in an aggregate principal amount which, when taken together with all
other Indebtedness of the Company and the Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (14) above or Section 4.03(a)) does not exceed $50.0 million.



(c) Notwithstanding the foregoing, neither the Company nor any Restricted
Subsidiary shall Incur any Indebtedness pursuant to Section 4.03 (b) if the proceeds thereof are used, directly or indirectly, to Refinance (1) any Subordinated Obligations of the Company or any Restricted Subsidiary unless such Indebtedness shall
be subordinated to the Securities or to the applicable Subsidiary Guarantee to at least the same extent as such Subordinated Obligations, or (2) any Senior Subordinated Indebtedness (other than the Securities) unless such Indebtedness shall be
Senior Subordinated Indebtedness or shall be subordinated to the Securities and the Subsidiary Guarantees.



(d) For purposes of determining compliance with this Section 4.03,



(1) any Indebtedness remaining outstanding under the Credit Agreement after the application of the net
proceeds from the sale of the Securities and the Floating Rate Notes will be treated as Incurred on the Issue Date under clause (1) of paragraph (b) above;



(2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness
described in Section 4.03(a) or (b), the Company, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and shall only be required to include the amount and type of such Indebtedness in
one of the above clauses; provided, however, that any Indebtedness classified as Incurred pursuant to clause (13) or (15) of paragraph (b) above may later be reclassified as having been Incurred pursuant to paragraph (a) above to the
extent that such reclassified Indebtedness could be Incurred pursuant to paragraph (a) above at the time of such reclassification; and



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(3) the Company shall be entitled to divide and classify an item of Indebtedness in more
than one of the types of Indebtedness described herein.



(e)
Notwithstanding paragraphs (a) and (b) above, neither the Company nor any Subsidiary Guarantor will Incur (1) any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness of the Company or such
Subsidiary Guarantor, as applicable, unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of the Company or such Subsidiary Guarantor, as applicable, or (2)
any Secured Indebtedness that is not Senior Indebtedness of such Person unless contemporaneously therewith such Person makes effective provision to secure the Securities or the relevant Subsidiary Guarantee, as applicable, equally and ratably with
such Secured Indebtedness for so long as such Secured Indebtedness is secured by a Lien.



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



SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly,
to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:



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



(2) the Company is not entitled to Incur an additional $1.00
of Indebtedness under Section 4.03(a); or



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(3) the aggregate amount of such Restricted Payment and all other Restricted Payments
(the amount of any payments made in property other than in cash to be valued at the Fair Market Value of such property) since the Issue Date would exceed the sum of (without duplication):



(A) 50% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending at least 45 days (or, if less, the
number of days after the end of such fiscal quarter as the consolidated financial statements of the Company shall be provided to the Securityholders pursuant to the Indenture) prior to the date of such Restricted Payment (or, in case such
Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus



(B) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of any other property and assets (other than Indebtedness) received
by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock
ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees to the extent that the purchase by such plan or trust is financed by Indebtedness of such plan or trust to the Company or any
Subsidiary or for which the Company or any Subsidiary is liable, directly or indirectly, as a guarantor or otherwise (including by the making of cash contributions to such plan or trust which are used to pay interest or principal on such
Indebtedness)) and 100% of any cash capital contribution received by, and Fair Market Value of any other property and assets (other than Indebtedness) contributed to, the Company from its stockholders subsequent to the Issue Date; plus



(C) the amount by which Indebtedness of the
Company or its Restricted Subsidiaries is reduced on the Companys consolidated balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or
exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that
the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock
ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus



(D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or any
Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and
distributions), in each case



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received by the Company or any Restricted Subsidiary, and (ii) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the
Companys or the Restricted Subsidiarys equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;
provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by
the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.



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



(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital
Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of
their employees to the extent that the purchase by such plan or trust is financed by Indebtedness of such plan or trust to the Company or any Subsidiary or for which the Company or any Subsidiary is liable, directly or indirectly, as a guarantor or
otherwise (including by the making of cash contributions to such plan or trust which are used to pay interest or principal on such Indebtedness)) or a substantially concurrent cash capital contribution received by the Company from its stockholders;
provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for
such Restricted Payment) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B);



(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the
Company or any Subsidiary Guarantor (A) made by exchange for, or out of the proceeds of the substantially concurrent sale of, Indebtedness of such Person which is permitted to be Incurred pursuant to Section 4.03 or (B) any purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations from Net Available Cash to the extent permitted under Section 4.06; provided, however, that such purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;



(3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied
with this Section 4.04; provided, however, that at the time of payment of such dividend, no other Default shall have occurred and be continuing (or results therefrom); provided further, however, that such dividend shall
be included in the calculation of the amount of Restricted Payments;



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(4) so long as no Default has occurred and is continuing, the repurchase or other
acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees,
directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to
purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such repurchases, dividends, distributions and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not
exceed the sum of (A) $2.0 million in any calendar year and (B) the Net Cash Proceeds received by the Company after the Issue Date from the sale of such shares to, or the exercise of the option to purchase such shares by, employees or directors of
the Company or any of its Subsidiaries (Received Cash) if such Received Cash has not previously served as the basis for a Restricted Payment pursuant to Section 4.04(a)(3)(B) above or clause (b)(1) of this Section 4.04; provided
further, however, that (A) such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments and (B) the amount of Received Cash shall be excluded from the calculation of amounts under
Section 4.04(a)(3)(B) above and the amount of Net Cash Proceeds in clause (b)(1) of this Section 4.04;



(5) payments of dividends on Disqualified Stock Incurred pursuant to Section 4.03; provided, however, that at the time of
payment of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;



(6) repurchases of Capital Stock deemed to occur upon
exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;



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



(8) in the event of a Change of Control, and
if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not
greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and



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unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement,
the Company (or a third party to the extent permitted by the Indenture) has made a Change of Control Offer with respect to the Securities as a result of such Change of Control and has repurchased all Securities validly tendered and not withdrawn in
connection with such Change of Control Offer; provided further, however, that such repurchase and other acquisitions shall be included in the calculation of the amount of Restricted Payments;



(9) any purchase or redemption of Disqualified Stock of the
Company or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Company or, in the case of Disqualified Stock of a Restricted Subsidiary, such Restricted Subsidiary
but only to the extent such Disqualified Stock is permitted to be Incurred pursuant to Section 4.03; provided, however, that such purchase or redemption shall be excluded in the calculation of the amount of Restricted Payments;



(10) payments of intercompany subordinated
Indebtedness, the Incurrence of which was permitted under Section 4.03(b)(2); provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; provided further, however, that such
payments shall be excluded in the calculation of the amount of Restricted Payments;



(11) the distribution, as a dividend or otherwise, of shares of Capital Stock or assets of an Unrestricted Subsidiary provided that the
Fair Market Value (as determined in good faith by the Board of Directors of the Company) of such shares of Capital Stock or assets shall not exceed the amount of the Investments that were made (and not subsequently reduced pursuant to paragraph
(a)(3)(D) of this Section 4.04) by the Company in such Unrestricted Subsidiary (and its Subsidiaries after giving effect to such distribution) and were treated as Restricted Payments or were included in the calculation of the amount of the
Restricted Payments previously made; provided, however, that (A) such distributions shall be excluded in the calculation of the amount of Restricted Payments, and (B) any net reduction in Investments in such Unrestricted Subsidiary
resulting from such distribution shall be excluded from the calculation of amounts under paragraph (a)(3)(D) of this Section 4.04;



(12) any Investment in any Person engaged in a Related Business in an aggregate amount which, when added together with the amount of all
the Investments made pursuant to this clause (12) which at such time have not been repaid through repayments of loans or advances or other transfers of assets, does not exceed the greater of $30.0 million or 3.5% of Total Assets (with the Fair
Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that such Investments shall be excluded in the calculation of the amount of Restricted
Payments; or



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(13) Restricted Payments in an amount which, when taken together with all Restricted
Payments made pursuant to this clause (13), does not exceed $5.0 million; provided, however, that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and (B) such
payments shall be included in the calculation of the amount of Restricted Payments.



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



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



(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;



(B) any encumbrance or restriction contained in the terms of
any Indebtedness Incurred pursuant to Section 4.03(b)(1) or (b)(2) or any agreement pursuant to which such Indebtedness was issued if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment
default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such
encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Companys ability to make principal or interest payments on the Securities and any other Indebtedness that is an obligation of the Company and
(ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings or agreements (as determined by the Company in good faith);



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



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(D) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of
Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (1)(B) or this clause (D) or contained in any amendment to an agreement referred to in Section 4.05(1 )(A) or (1)(B) or this clause (D); provided,
however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are, in the good faith judgment of the Board of Directors, no less favorable to the Holders,
taken as a whole, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;



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



(F) any encumbrance or restriction with respect to any Receivables Subsidiary pursuant to an agreement related to Indebtedness of the
Receivables Subsidiary which is permitted under Section 4.03 or pursuant to any agreement relating to a Financing Disposition to or by the Receivables Subsidiary;



(G) any encumbrance or restriction with respect to the disposition or distribution of assets or property and
contained in joint venture agreements and other similar agreements entered into in the ordinary course of business; and



(H) any restriction contained in any agreement or instrument governing Capital Stock (other than Disqualified Stock) of any Restricted
Subsidiary that is in effect on the date such Restricted Subsidiary is acquired by the Company or a Restricted Subsidiary; or



(2) with respect to clause (c) only



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



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



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



(1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair
Market Value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the shares and assets subject to such Asset Disposition;



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



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



(A) first,to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase
Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of
such Asset Disposition or the receipt of such Net Available Cash;



(B) second,to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets in each case within one year
from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (or enter into a binding commitment within such year to acquire additional assets, provided that such commitment shall be subject to only customary
conditions (other than financing) and such acquisition shall be consummated within 365 days after the end of such one-year period); and



(C) third,to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to
make an offer to the Holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to
the conditions contained in the Indenture;



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



Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries will not be required to apply any Net Available



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Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in
accordance with this Section 4.06 exceeds $10.0 million and then only to such extent. Pending application of Net Available Cash pursuant to Section 4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.



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



(1) the assumption of Senior Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any
Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection
with such Asset Disposition; and



(2)
securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion.



(c) In the event of an Asset Disposition that requires the purchase of
Securities (and other Senior Subordinated Indebtedness of the Company) pursuant to Section 4.06(a)(3)(C), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Subordinated
Indebtedness) (the Offer) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value
thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in
accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the Securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will
select the Securities to be purchased on a proratabasis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make
such an Offer if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any
subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer.



(d) (1) Promptly, and in any event within 30 days after the Company becomes obligated to make an Offer, the Company shall
deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to



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prorating as described in Section 4.06(c) in the event the Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable
purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the Purchase Date) and shall contain such information concerning the business of the Company which the
Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the
most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering
materials (or corresponding successor reports or until such time as the Company shall become subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, corresponding reports prepared pursuant to Section 4.02), (B) a
description of material developments in the Companys business subsequent to the date of the latest of such Reports, and (C) if material, appropriate pro formafinancial information) and all instructions and materials necessary to tender
Securities pursuant to the Offer, together with the information contained in clause (3).



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



(3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days prior to the



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Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the
Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have
such Security purchased. If the aggregate purchase price of the Securities (and any other Senior Subordinated Indebtedness) tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the
Securities and other Senior Subordinated Indebtedness to be purchased on a pro ratabasis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal amount or multiples thereof. Holders whose
Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.



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



(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant
to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations.



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



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



(2) if such Affiliate Transaction involves an amount in
excess of $5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the
criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and



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(3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the
Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less
favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arms-length transaction with a Person who was not an Affiliate.



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



(1) any Investment (other than a Permitted Investment) or
other Restricted Payment, in each case permitted to be made pursuant to Section 4.04 (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to Section 4.04(a)(3));



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



(3) loans or advances to employees in the ordinary course of business of the Company or its Restricted
Subsidiaries, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time;



(4) the payment of fees, compensation or employee benefit arrangements to directors, officers or employees of the Company and its
Restricted Subsidiaries in the ordinary course of business;



(5) indemnity provided for the benefit of directors, officers or employees of the Company or any Restricted Subsidiary in the ordinary course of business;



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



(7) the payment of management, consulting and advisory fees
and related expenses made pursuant to the Advisory Agreements and the payment of other customary management, consulting and advisory fees and related expenses to CVC and any of its Affiliates consistent with past practice in connection with
transactions of the Company or its Restricted Subsidiaries or pursuant to any management, consulting, financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including in connection
with acquisitions or divestitures, which fees and expenses are made pursuant to arrangements that the Board of Directors of the Company in good faith determine comply with clause (a)(1) of this Section 4.07; and



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(8) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the
Company.



SECTION 4.08. Limitation on the Sale or Issuance
of Capital Stock of Restricted Subsidiaries. The Company shall not:



(1) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person (other than pledges of Capital Stock securing Indebtedness under Section 4.03(b)(1)); or



(2) permit any Restricted Subsidiary,
directly or indirectly, to issue or sell or otherwise dispose of any shares of its Capital Stock other than (A) to the Company or a Wholly Owned Subsidiary, (B) directors qualifying shares, (C) if, immediately after giving effect to such
issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary or (D) with respect to the common stock of any Restricted Subsidiary, in a Public Equity Offering as a result of or after which a Public Market exists;
provided, however, that, in the case of clauses (C) and (D), such issuance, sale or disposition or Public Equity Offering complies with Section 4.06. Upon any issuance or sale of Capital Stock pursuant to clause (C) above and delivery
of a supplemental indenture to the Trustee in accordance with the terms of the Indenture, any such Restricted Subsidiary that is a Subsidiary Guarantor shall be released from all its obligations under its Subsidiary Guarantee.



For purposes of this Section 4.08, the creation of a Lien on any Capital
Stock of a Restricted Subsidiary to secure Indebtedness of the Company or any of its Restricted Subsidiaries will not be deemed to be a violation of this Section 4.08; provided, however, that any sale or other disposition by the
secured party of such Capital Stock following foreclosure of its Lien will be subject to this Section 4.08.



SECTION 4.09. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company
repurchase such Holders Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record
on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in Section 4.09(b). In the event that at the time of such Change of Control the terms of the Senior Indebtedness of
the Company restrict or prohibit the repurchase of Securities pursuant to this Section, then prior to the mailing of the notice to Holders provided for in Section 4.09(b) below but in any event within 30 days following any Change of Control, the
Company shall (1) repay in full all such Senior Indebtedness or (ii) obtain the requisite consent under the agreements governing such Senior Indebtedness to permit the repurchase of the Securities as provided for in Section 4.09(b).



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



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



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



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



(4) the instructions, as determined by the Company, consistent with this Section 4.09, that a Holder must follow in order to have its
Securities purchased.



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



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



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



(f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant
to this Section 4.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.09 by virtue of its compliance with such securities laws or regulations.



SECTION 4.10. Future Guarantors. The Company shall cause (i) each domestic Restricted Subsidiary that Incurs any Indebtedness (other than
Indebtedness



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permitted to be Incurred pursuant to Section 4.03 (b)(2), (b)(7), (b)(8) and (b)(9)) to, and (ii) each Foreign Subsidiary that enters into a Guarantee of any
Senior Indebtedness (other than a Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary) to, in each case, at the same time, execute and deliver to the Trustee Guaranty Agreements pursuant to which such
Restricted Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture.



SECTION 4.11. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an
Officers Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred
during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA§314(a)(4).



SECTION 4.12. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.



Article 5



Successor Company



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



(1) the resulting, surviving or transferee Person (the Successor Company) shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture;



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



(3) (A) immediately after giving pro formaeffect to
such transaction, the Successor Company would be able to Incur an additional $1.00 of



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Indebtedness pursuant to Section 4.03(a), or (B) the Consolidated Coverage Ratio on the date of such transaction after giving pro formaeffect thereto
would be equal to or greater than the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and



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



provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or (B)
the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.



For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties
and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis,
shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.



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



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



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



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



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



Article 6



Defaults and Remedies



SECTION 6.01. Events of Default. An Event of Default occurs if:



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



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



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



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



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



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



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



(A) commences a voluntary case;



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



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



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



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



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



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



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



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



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



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



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



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



A Default under clauses (4) or (5) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities



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notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify
the Default, demand that it be remedied and state that such notice is a Notice of Default.



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



SECTION 6.02. Acceleration. If an Event of
Default (other than an Event of Default specified in Section 6.01(7) or (8) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities by notice
to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs, the principal of and interest on all the Securities shall ipso factobecome and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.



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



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



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



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SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities
may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by
taking or not taking such action.



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



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



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



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



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



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



A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another Securityholder.



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



SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid
interest to the extent lawful) and the amounts provided for in Section 7.07.



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SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company or any Subsidiary Guarantor, its creditors or its property and,
unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.



SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the
following order:



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



SECOND: to holders of Senior Indebtedness of the
Company and, if such money or property has been collected from a Subsidiary Guarantor, to holders of Senior Indebtedness of such Subsidiary Guarantor, in each case to the extent required by Articles 10 and 12;



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



FOURTH: to the Company.



The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.



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



SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever



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



Article 7



Trustee



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



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



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



(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to
the requirements of this Indenture.



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



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



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



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



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



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



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



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



(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA.



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



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



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



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



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



SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and
may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.



SECTION 7.04. Trustees
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Companys use of the proceeds from the Securities, and
it shall not be responsible for any statement of the



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Company in the Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustees
certificate of authentication.



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



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



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



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



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



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



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



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



(2) the Trustee is adjudged bankrupt or
insolvent;



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



(4) the Trustee otherwise becomes incapable of acting.



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



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



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



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



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



SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust



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business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the
successor Trustee.



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



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



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



Article 8



Discharge of Indenture; Defeasance



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



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



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



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



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



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



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



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



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



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



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



(6) in the case of the legal defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;



(7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred; and



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



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



SECTION 8.03. Application of Trust
Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Securities. Money and securities so held in trust are not subject to Article 10.



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



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



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Securityholders entitled to the money must look to the Company for payment as general creditors.



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



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



Article 9



Amendments



SECTION 9.01. Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Securityholder:



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



(2) to comply with Article 5;



(3) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;



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



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



(6) to make any change that does not adversely affect the rights of any Holders of the Securities; or



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



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



An amendment under this Section may not make any change that adversely
affects the rights under Article 10 or 12 of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change.



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



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



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



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



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



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



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



(6) impair the right
of any Holder to receive payment of principal of and interest on such Holders Securities on or after the due dates therefor or to



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institute suit for the enforcement of any payment on or with respect to such Holders Securities;



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



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



(9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guarantee that would adversely affect the
Securityholders.



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



An amendment under this Section may not make any change that adversely affects the rights under Article 10 or 12 of any
holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change.



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



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



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



The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent



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previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.



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



SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to
receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.



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



Article 10



Subordination



SECTION 10.01. Agreement To Subordinate. The Company agrees, and each
Securityholder by accepting a Security agrees, that the Indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment of all Senior Indebtedness of the
Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only
Indebtedness of the Company which is Senior Indebtedness of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12.



SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of the Company to creditors upon a total or partial



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liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to
the Company or its property:



(1) holders of
Senior Indebtedness of the Company shall be entitled to receive payment in full of such Senior Indebtedness before Securityholders shall be entitled to receive any payment of principal of or interest on the Securities; and



(2) until such Senior Indebtedness is paid in full, any
payment or distribution to which Securityholders would be entitled but for this Article 10 shall be made to holders of such Senior Indebtedness as their interests may appear, except that Securityholders may receive shares of stock and any debt
securities that are subordinated to such Senior Indebtedness to at least the same extent as the Securities.



SECTION 10.03. Default on Senior Indebtedness of the Company. The Company shall not pay the principal of or interest on the Securities or make any
deposit pursuant to Section 8.01 and may not purchase, redeem or otherwise retire any Securities (collectively, pay the Securities) if either of the following (a Payment Default) occurs (a) any obligation on Senior
Indebtedness of the Company is not paid in full in cash when due; or (b) any other default on obligation on Senior Indebtedness of the Company occurs and the maturity of such obligation on Senior Indebtedness is accelerated in accordance with its
terms unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full; provided, however, that the Company shall be entitled to pay the
Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of any Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.
During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice
as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company shall not pay the Securities for a period (a Payment Blockage Period) commencing upon the receipt by the Trustee of (with a
copy to the Company) written notice (a Blockage Notice) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment
Blockage Period shall end earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage
Notice is cured, waived or otherwise no longer continuing; or (3) because such Designated Senior Indebtedness has been discharged or repaid in full. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to
the provisions contained in the first sentence of this Section), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior
Indebtedness, the Company shall be entitled to resume payments on the Securities after termination of such Payment Blockage Period. The Securities shall not be subject to more than one



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Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the
Company during such period. For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company
initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, unless such default or event of default shall have been
cured or waived for a period of not less than 90 consecutive days.



SECTION 10.04. Acceleration of Payment of Securities. If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of
the Company (or their Representatives) of the acceleration.



SECTION 10.05. When Distribution Must Be Paid Over. If a distribution is made to Securityholders that because of this Article 10 should not have been made to them, the Securityholders who receive the distribution shall hold it in
trust for holders of Senior Indebtedness of the Company and pay it over to them as their interests may appear.



SECTION 10.06. Subrogation. After all Senior Indebtedness of the Company is paid in full and until the Securities are paid in full, Securityholders
shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have
been made to Securityholders is not, as between the Company and Securityholders, a payment by the Company on such Senior Indebtedness.



SECTION 10.07. Relative Rights. This Article 10 defines the relative rights of Securityholders and holders of Senior Indebtedness of the Company.
Nothing in this Indenture shall:



(1) impair,
as between the Company and Securityholders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms; or



(2) prevent the Trustee or any Securityholder from
exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Company to receive distributions otherwise payable to Securityholders.



SECTION 10.08. Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness of the
Company to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.



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SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding Section 10.03, the Trustee or
Paying Agent shall continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments unless, not less than two Business Days prior
to the date of such payment, a Trust Officer of the Trustee receives notice satisfactory to it that such payments are prohibited by this Article 10. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Company has a Representative, only the Representative shall be entitled to give the notice.



The Trustee in its individual or any other capacity shall be
entitled to hold Senior Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to
all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.



SECTION 10.10. Distribution or Notice to Representative. Whenever any Person is to make a distribution or give a notice to holders of Senior
Indebtedness of the Company, such Person shall be entitled to make such distribution or give such notice to their Representative (if any).



SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit Right To Accelerate. The failure to make a payment pursuant to the Securities
by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Securityholders or the Trustee to accelerate the maturity of the
Securities.



SECTION 10.12. Trust Moneys Not
Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the
Securities shall not be subordinated to the prior payment of any Senior Indebtedness of the Company or subject to the restrictions set forth in this Article 10, and none of the Securityholders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.



SECTION 10.13. Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article 10, the Trustee and the Securityholders shall be
entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making
such payment or distribution to the Trustee or to the Securityholders or (c) upon the Representatives of



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Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such
Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled
to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to
receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.



SECTION 10.14. Trustee To Effectuate Subordination. Each Securityholder by accepting a Security authorizes and
directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Securityholders and the holders of Senior Indebtedness of the Company as provided in this Article 10
and appoints the Trustee as attorney-in-fact for any and all such purposes.



SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness of the Company. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or distribute to Securityholders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness of the Company shall be entitled by virtue of this
Article 10 or otherwise.



SECTION 10.16. Reliance by Holders
of Senior Indebtedness of the Company on Subordination Provisions. Each Securityholder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and
such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.



Article 11



Subsidiary Guarantees



SECTION 11.01. Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and
to the Trustee and its successors and assigns (a) the full and punctual payment of principal



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of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the
Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter
collectively called the Guaranteed Obligations). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor
and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.



Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any
extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee
for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 11.06, any change in the
ownership of such Subsidiary Guarantor.



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



Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness
of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture.



Except as expressly set forth in Sections 8.01 (b), 11.02 and 11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or



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modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.



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



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



Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations
guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantors Subsidiary Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations
(whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section.



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



SECTION
11.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum
amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law



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relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



SECTION 11.03. Successors and Assigns. This Article 11 shall be
binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.



SECTION 11.04. No Waiver. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by
statute or otherwise.



SECTION 11.05. Modification. No
modification, amendment or waiver of any provision of this Article 11, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or
demand in the same, similar or other circumstances.



SECTION
11.06. Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07):



(1) upon the sale (including any sale pursuant to any
exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a
Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary;



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



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



(4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.10, and the Company provides an
Officers Certificate to the Trustee certifying that no such Indebtedness is



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outstanding and that the Company elects to have such Subsidiary Guarantor released; or



(5) upon defeasance of the Securities or discharge of this Indenture pursuant to Article 8 or if the
Companys obligations under this Indenture are discharged in accordance with the terms herein;



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



SECTION 11.07. Contribution. Each Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a
contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantors pro rataportion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment
determined in accordance with GAAP.



Article 12



Subordination of Subsidiary Guarantees



SECTION 12.01. Agreement To Subordinate. Each Subsidiary Guarantor
agrees, and each Securityholder by accepting a Security agrees, that the Indebtedness evidenced by such Subsidiary Guarantors Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article 12,
to the prior payment of all Senior Indebtedness of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Obligations of a Subsidiary Guarantor shall in all respects
rank pari passu with all other Senior Subordinated Indebtedness of such Subsidiary Guarantor and only Senior Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantors Guaranty of Senior Indebtedness of the
Company) shall rank senior to the Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.



SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a
total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property:



(1) holders of Senior Indebtedness of such Subsidiary
Guarantor shall be entitled to receive payment in full of such Senior Indebtedness before



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Securityholders shall be entitled to receive any payment pursuant to the Subsidiary Guaranty of such Subsidiary Guarantor; and



(2) until the Senior Indebtedness of any Subsidiary
Guarantor is paid in full, any payment or distribution to which Securityholders would be entitled but for this Article 12 shall be made to holders of such Senior Indebtedness as their interests may appear, except that Securityholders may receive
shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to such Senior Indebtedness to at least the same extent as Subsidiary Guaranty.



SECTION 12.03. Default on Senior Indebtedness of Subsidiary Guarantor. No Subsidiary Guarantor shall make payment
pursuant to its Subsidiary Guaranty or purchase, redeem or otherwise retire any Securities (collectively, pay its Subsidiary Guaranty) if either of the following (a Subsidiary Payment Default) occurs (a) any Obligation on
Senior Indebtedness of such Subsidiary Guarantor is not paid in full in cash when due; or (b) any other default on Senior Indebtedness of such Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms; unless, in either case, the Subsidiary Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full; provided, however, that any
Subsidiary Guarantor shall be entitled to pay its Subsidiary Guaranty without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of any Senior Indebtedness with
respect to which the Subsidiary Payment Default has occurred and is continuing. During the continuance of any default (other than a Subsidiary Payment Default) with respect to any Senior Indebtedness of such Subsidiary Guarantor pursuant to which
the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Subsidiary Guarantor shall not pay its Subsidiary
Guaranty for a period (a Subsidiary Payment Blockage Period) commencing upon the receipt by the Trustee of (with a copy to such Subsidiary Guarantor) written notice (a  Subsidiary Blockage Notice) of such default from the
Representative of such Designated Senior Indebtedness specifying an election to effect a Subsidiary Payment Blockage Period and ending 179 days thereafter. The Subsidiary Payment Blockage Period shall end earlier if such Subsidiary Payment Blockage
Period is terminated (1) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Subsidiary Blockage Notice; (2) because the default giving rise to such Subsidiary Blockage Notice is cured, waived or
otherwise no longer continuing; or (3) because such Designated Senior Indebtedness has been discharged or repaid in full. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in
the first sentence of this Section), unless the holders of such Designated Senior Indebtedness giving such Subsidiary Payment Notice or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated
Senior Indebtedness, any Subsidiary Guarantor shall be entitled to resume payments pursuant to its Subsidiary Guaranty after termination of such Subsidiary Payment Blockage Period. No Subsidiary Guarantor shall be subject to more than one Blockage
Period in any consecutive 360-day period,



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irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Subsidiary Guarantor during such period.



For purposes of this Section, no default or event of default which existed or
was continuing on the date of the commencement of any Subsidiary Payment Blockage Period with respect to the Designated Senior Indebtedness of such Subsidiary Guarantor initiating such Subsidiary Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Subsidiary Payment Blockage Period by the Representative of such Designated Senior Indebtedness, unless such default or event of default shall have been cured or waived for a period of not less than 90
consecutive days.



SECTION 12.04. Demand for Payment. If
a demand for payment is made on a Subsidiary Guarantor pursuant to Article 11, the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of such Subsidiary Guarantor (or their Representatives) of such demand.



SECTION 12.05. When Distribution Must Be Paid Over. If a distribution
is made to Securityholders that because of this Article 12 should not have been made to them, the Securityholders who receive the distribution shall hold it in trust for holders of Senior Indebtedness of the applicable Subsidiary Guarantor and pay
it over to them or their Representatives as their interests may appear.



SECTION 12.06. Subrogation. After all Senior Indebtedness of a Subsidiary Guarantor is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of such Senior Indebtedness
to receive distributions applicable to Senior Indebtedness of such Subsidiary Guarantor. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Securityholders is not, as between the
relevant Subsidiary Guarantor and Securityholders, a payment by such Subsidiary Guarantor on such Senior Indebtedness.



SECTION 12.07. Relative Rights. This Article 12 defines the relative rights of Securityholders and holders of Senior Indebtedness of a Subsidiary
Guarantor. Nothing in this Indenture shall:



(1) impair, as between a Subsidiary Guarantor and Securityholders, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to pay its Subsidiary Guaranty to the extent set forth in Article 11; or



(2) prevent the Trustee or any Securityholder from
exercising its available remedies upon a default by such Subsidiary Guarantor under its Subsidiary Guaranty, subject to the rights of holders of Senior Indebtedness of such Subsidiary Guarantor to receive distributions otherwise payable to
Securityholders.



SECTION 12.08. Subordination May Not Be
Impaired by Company. No right of any holder of Senior Indebtedness of any Subsidiary Guarantor to enforce the subordination of the Subsidiary Guaranty of such Subsidiary Guarantor shall be impaired



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by any act or failure to act by such Subsidiary Guarantor or by its failure to comply with this Indenture.



SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 12.03, the Trustee or Paying Agent shall continue to make payments on any Subsidiary Guaranty and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 12. The Company, the relevant Subsidiary Guarantor, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of any Subsidiary
Guarantor has a Representative, only the Representative shall be entitled to give the notice.



The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of any Subsidiary Guarantor with the same rights it would have if it were not the Trustee. The Registrar and
co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of any Subsidiary Guarantor which may at any time be held by it,
to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07.



SECTION 12.10. Distribution or
Notice to Representative. Whenever any Person is to make a distribution or give a notice to holders of Senior Indebtedness of any Subsidiary Guarantor, such Person shall be entitled to make such distribution or give such notice to their
Representative (if any).



SECTION 12.11. Article 12 Not To
Prevent Events of Default or Limit Right To Demand Payment. The failure to make a payment pursuant to a Subsidiary Guaranty by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a Default. Nothing
in this Article 12 shall have any effect on the right of the Securityholders or the Trustee to make a demand for payment on any Subsidiary Guarantor pursuant to its Subsidiary Guaranty.



SECTION 12.12. Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee
and the Securityholders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to the Securityholders or (c) upon the Representatives for the holders of Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other indebtedness of such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or



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distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to
receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.



SECTION 12.13. Trustee To Effectuate Subordination. Each Securityholder by accepting a Security authorizes and
directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Securityholders and the holders of Senior Indebtedness of any Subsidiary Guarantor as provided in
this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.



SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Subsidiary Guarantor. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of any Subsidiary
Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Securityholders or the Company or any other Person, money or assets to which any holders of such Senior Indebtedness shall be entitled by virtue
of this Article 12 or otherwise.



SECTION 12.15. Reliance by
Holders of Senior Indebtedness of Subsidiary Guarantors on Subordination Provisions. Each Securityholder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of any Subsidiary Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold,
such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.



Article 13



Miscellaneous



SECTION 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision shall control.



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SECTION 13.02. Notices. Any notice or communication shall be in writing and delivered in person,
or sent by registered or certified mail, by air courier guaranteeing overnight delivery or by fax (promptly confirmed by telephone) and addressed as follows:



if to the Company or any Subsidiary Guarantor:



Delco Remy International, Inc.

2902
Enterprise Drive

Anderson, IN 46013

Attention: Treasurer

Phone: 765-778-6523

Fax: 765-778-6424



with a copy
to:



Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103-2793

Attention: Gil C. Tily, Esq.

Phone: 215-994-4000

Fax: 215-994-2222



if to the
Trustee:



Deutsche Bank National Trust Company

Trust and Securities Services

222 South
Riverside Plaza, 24thFloor

Chicago, IL 60606-5808

Phone: 312-537-1159

Fax: 312-537-1009



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



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



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



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SECTION 13.03. Communication by Holders with Other Holders. Securityholders may communicate
pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, any Subsidiary Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).



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



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



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



SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:



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



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



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



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



SECTION 13.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.



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



SECTION 13.08. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.



SECTION 13.09. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of
New York.



SECTION 13.10. No Recourse Against Others. A
director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or of such Subsidiary Guarantor under its
Subsidiary Guarantee or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall
be part of the consideration for the issue of the Securities.



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



SECTION 13.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.



SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.



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



DELCO REMY INTERNATIONAL, INC.,by

/s/    David E. StollName:Title:




DELCO REMY AMERICA, INC.,by

/s/    David E. StollName:Title:




NABCO, INC.,by

/s/    David E. StollName:Title:




POWER INVESTMENTS, INC.,by

/s/    David E. StollName:Title:




FRANKLIN POWER PRODUCTS, INC.,by

/s/    David E. StollName:Title:




INTERNATIONAL FUEL SYSTEMS, INC.,by

/s/    David E. StollName:Title:




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POWER INVESTMENTS MARINE, INC.,by

/s/    David E. StollName:Title:




MARINE CORPORATION OF AMERICA,by

/s/    David E. StollName:Title:




POWRBILT PRODUCTS, INC.,by

/s/    David E. StollName:Title:




WORLD WIDE AUTOMOTIVE, L.L.C.,by

/s/    David E. StollName:Title:




BALLANTRAE CORPORATION,by

/s/    David E. StollName:Title:




WILLIAMS TECHNOLOGIES, INC.,by

/s/    David E. StollName:Title:




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ENGINE MASTER, L.P.,by

/s/    David E. StollName:Title:




M & M KNOPF AUTO PARTS, L.L.C.,by

/s/    David E. StollName:Title:




REMAN HOLDINGS, L.L.C.,by

/s/    David E. StollName:Title:




REMY INTERNATIONAL, INC.by

/s/    David E. StollName:Title:




JAX REMAN, L.L.C.,by

/s/    David E. StollName:Title:




REMY REMAN, L.L.C.,by

/s/    David E. StollName:Title:




88



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DEUTSCHE BANK NATIONAL TRUST COMPANY,by

/s/    Safet KalabovicName:Title:




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EXHIBIT 1



[FORM OF SUPPLEMENTAL INDENTURE TO BE

DELIVERED BY ADDITIONAL SUBSIDIARY GUARANTORS]



SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of [        ] among [        ] (the Additional Subsidiary Guarantor), a
[        ] corporation and a subsidiary of Delco Remy International, Inc., a Delaware corporation (or its permitted successor) (the Company), the other Subsidiary Guarantors (the Existing
Subsidiary Guarantors) and Deutsche Bank National Trust Company, a California corporation, as Trustee under the Indenture (the Trustee).



WITNESSETH:



WHEREAS the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the Indenture), dated as
of April 23, 2004, providing for the issuance of 93/8% Senior Subordinated Notes Due 2012 (the
Securities);



WHEREAS [Section
4.12]/[Section 5.01(b)] of the Indenture provides that under certain circumstances the Company will cause the Additional Subsidiary Guarantor to execute and deliver to the Trustee a Guaranty Agreement pursuant to which the Additional Subsidiary
Guarantor will Guarantee payment of the Securities on the same terms and conditions as those set forth in Article 10 of the Indenture; and



WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and
deliver this Supplemental Indenture.



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



SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.



SECTION 2. Guarantees. [a] The Additional Subsidiary Guarantor hereby agrees, jointly and severally with all other
Subsidiary Guarantors, to guarantee the Issuers obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture (including
Article 11).



[(b) If, in connection with any payment made
under or with respect to the Subsidiary Guarantee of the Additional Subsidiary Guarantor, the Additional Subsidiary Guarantor is required to withhold or deduct any amount for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter Taxes) imposed or





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levied by or on behalf of the government of [        ]1or any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Additional
Subsidiary Guarantor is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a Relevant Taxing Jurisdiction), such Additional Subsidiary Guarantor will be required to pay
such additional amounts (Additional Amounts) as may be necessary so that the net amount received by Holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders would have
received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder which is subject to Taxes by reason of its being connected with the
Relevant Taxing Jurisdiction (other than by the mere ownership or holding of Securities outside [        ]2or the receipt of payments in respect of the Subsidiary Guarantee of the Additional Subsidiary Guarantor.



(c) Upon request, the Additional Subsidiary Guarantor shall provide the Trustee with official receipts or other documentation satisfactory to the Trustee
evidencing the payment of the Taxes with respect to which Additional Amounts are paid.]3



SECTION 3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.



SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



SECTION 5. Trustee Makes No Representation.
The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.



SECTION 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.



---

|1 | Provide applicable jurisdiction of incorporation or organization.
|- | -----------------------------------------------------------------



|2 | Provide applicable jurisdiction of incorporation or organization.
|- | -----------------------------------------------------------------



|3 | Include if the Additional Subsidiary Guarantor is incorporated or organized under the laws of
a jurisdiction outside the United States of America.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------



2



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SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not
effect the construction of this Supplemental Indenture.



3



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



DELCO REMY INTERNATIONAL, INC.,byName:Title:




[SUBSIDIARY GUARANTORS],byName:Title:




[ADDITIONAL SUBSIDIARY GUARANTOR],byName:Title:




DEUTSCHE BANK NATIONAL TRUST COMPANY,byName:Title:




4



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Rule 144A/REGULATION S/IAI APPENDIX



PROVISIONS RELATING TO INITIAL SECURITIES,

PRIVATE EXCHANGE SECURITIES AND EXCHANGE SECURITIES



|1. | Definitions
|-- | -----------



1.1 Definitions



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



Applicable Procedures means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or
beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Security, to the extent applicable to such transaction and as in effect from time to time.



Definitive Security means a certificated Initial
Security or Exchange Security or Private Exchange Security bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e).



Depository means The Depository Trust Company, its nominees and their respective successors.



Distribution Compliance Period, with respect to
any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in
reliance on Regulation S and (ii) the issue date with respect to such Securities.



Exchange Securities means (1) the 93/8% Senior Subordinated Notes Due 2012 issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant to the Registration Rights Agreement and (2) Additional Securities, if any,
issued pursuant to a registration statement filed with the SEC.



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



Initial Purchasers means (1) with respect to the
Initial Securities issued on the Issue Date, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC and (2) with respect to each issuance of Additional Securities, the Persons purchasing or underwriting such
Additional Securities under the related Purchase Agreement.



Initial Securities means (1) $150,000,000 aggregate principal amount of 93/8% Senior Subordinated Notes Due 2012 issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act.





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Private Exchange means the offer by the Company, pursuant to a Registration
Rights Agreement, to the Initial Purchasers to issue and deliver to each such Initial Purchaser, in exchange for the Initial Securities held by such Initial Purchaser as part of the initial distribution of such Initial Securities, a like aggregate
principal amount of Private Exchange Securities.



Private Exchange Securities means any 93/8% Senior Subordinated Notes Due 2012 issued in
connection with a Private Exchange.



Purchase Agreement means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated April 8, 2004, among the Company, the Subsidiary Guarantors and the Initial Purchasers and (2) with
respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing or underwriting such Additional Securities.



QIB means a qualified institutional
buyer as defined in Rule 144A.



Registered Exchange Offer means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the Securities Act.



Registration Rights Agreement means (1) with respect to the Initial Securities issued on the Issue Date, the Registration
Rights Agreement dated April 23, 2004 among the Company, the Subsidiary Guarantors and the Initial Purchasers and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related Purchase Agreement.



Rule 144A Securities means all Securities offered and sold to QIBs in reliance on Rule 144A.



Securities means the Initial
Securities, the Exchange Securities and the Private Exchange Securities, treated as a single class.



Securities Act means the Securities Act of 1933, as amended.



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



Shelf Registration Statement means the registration statement issued by the Company in connection with the offer and sale of
Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement.



2



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Transfer Restricted Securities means Securities that bear or are required to
bear a legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e).



1.2 Other Definitions



|                                         |  |                   
|---------------------------------------- |  | ------------------
|Term                                     |  | Defined inSection:
|Agent Members                          |  | 2.1(b)            
|Global Security                        |  | 2.1(a)            
|IAI Global Security                    |  | 2.1(a)            
|Permanent Regulation S Global Security  |  | 2.1(a)            
|Regulation S                           |  | 2.1(a)            
|Rule 144A                              |  | 2.1(a)            
|Rule 144A Global Security              |  | 2.1(a)            
|Temporary Regulation S Global Security |  | 2.1(a)            



|2. | The Securities
|-- | --------------



(a) Form and Dating. The Initial Securities will be offered and sold by the Company pursuant to the Purchase Agreement. The Initial Securities will
be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (Rule 144A) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(Regulation S). Initial Securities may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Securities initially resold
pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the Rule 144A Global Security); Initial Securities initially resold to IAIs shall
be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the IAI Global Security); and Initial Securities initially resold pursuant to Regulation S shall be issued
initially in the form of one or more temporary global securities in fully registered form (collectively, the Temporary Regulation S Global Security), in each case without interest coupons and with the global securities legend and the
applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Securities Custodian and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Except as set forth in this Section 2.1 (a), beneficial ownership interests in the Temporary Regulation S Global Security will
not be exchangeable for interests in the Rule 144A Global Security, the IAI Global Security, a permanent global security (the Permanent Regulation S Global Security, and together with the Temporary Regulation S Global Security, the
Regulation S Global Security) or any other Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global
Security, an IAI Global Security or the Permanent Regulation S Global Security only



3



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upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Security are
owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Security, certification that the interest
in the Temporary Regulation S Global Security is being transferred to an institutional accredited investor under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the
account of an institutional accredited investor.



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



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



Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be transferred to a Person
who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form
provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).



The Rule 144A Global Security, the IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global
Security are collectively referred to herein as Global Securities. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments



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made on the records of the Trustee and the Depository or its nominee as hereinafter provided.



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



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



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



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



2.2 Authentication



The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $150,000,000 93/8% Senior Subordinated Notes Due 2012, and (2) any Additional Securities for an original issue in an aggregate
principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively,
pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of
the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to Section 2.13
of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture.



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2.3 Transfer and Exchange



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



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



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



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



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



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



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



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



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



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



(i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is
either (A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Security in reliance on
Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and



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



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



(c) Transfer and Exchange of Global Securities.



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



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beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being
transferred.



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



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



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



(d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the Distribution
Compliance Period, beneficial ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in
accordance with Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Security), (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any State of the United States.



(e) Legend.



(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all Securities issued in exchange therefor or in substitution thereof), in the case of Securities
offered otherwise than in reliance on Regulation S, shall bear a legend in substantially the following form:



THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.



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THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



Each certificate evidencing a Security offered in reliance on Regulation S shall, in lieu of the foregoing, bear a legend in
substantially the following form:



THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES



9



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ACT), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.



Each Definitive Security shall also bear the following additional legend:



IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



(ii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a certificated
Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance
on Rule 144 (such certification to be in the form set forth on the reverse of the Security).



(iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of
a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private Exchange Security will cease to apply, the
requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Security or Private Exchange Security or an Initial Security or
Private Exchange Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Securities or Private Exchange Securities upon exchange of such transferring Holders
certificated Initial Security or Private Exchange Security or directions to transfer such Holders interest in the Global Security, as applicable.



(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated
or global form, in each case without the restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.



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(v) Upon the consummation of a Private Exchange with respect to the Initial Securities,
all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and
Private Exchange Securities in global form with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private Exchange.



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



(g)
No Obligation of the Trustee.



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



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



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Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.



2.4 Certificated Securities



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



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



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



(d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive Securities are not issued, the Company expressly acknowledges, with respect to the right of any
Holder to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial owners Securities as
if such Definitive Securities had been issued.



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EXHIBIT 1 to Rule 144A/REGULATION S/IAI APPENDIX



[FORM OF FACE OF INITIAL SECURITY]



[Global Securities Legend]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER
THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS
MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]



[Restricted Securities Legend for Securities Offered Otherwise than in Reliance on

Regulation S]



THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.





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THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



[Restricted Securities Legend for Securities Offered in Reliance on Regulation
S.]



THIS SECURITY (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.



[Temporary Regulation S Global Security Legend]



EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON



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TRANSFER, UNTIL THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE
SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE
UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.



AFTER THE EXPIRATION OF THE DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH
RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.



AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE
EXCHANGED FOR INTERESTS IN AN IAI GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY
FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO AN INSTITUTIONAL ACCREDITED INVESTOR



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WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.



BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY OR AN
IAI GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST
DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).



[Definitive Securities Legend]



IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



4



---

|No. | $
|--- | -



93/8% Senior
Subordinated Notes Due 2012



Delco Remy
International, Inc., a Delaware corporation, promises to pay to                        , or registered assigns, the principal sum
of  Dollars on April 15, 2012.



Interest Payment Dates: April 15 and October 15.



Record Dates: April 1 and October 1.



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



Dated:



SIGNATURE PAGE FOLLOWS



5



---

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



Dated:



DELCO REMY INTERNATIONAL, INC.by:Name:Title:by:Name:Title:




|                                                                                       |  |                     
|-------------------------------------------------------------------------------------- |  | --------------------
|TRUSTEES CERTIFICATE OF AUTHENTICATION                                               
|                                                                                      
|DEUTSCHE BANK NATIONAL TRUST COMPANY                                                  
|                                                                                      
|as Trustee, certifies that this is one of the Securities referred to in the Indenture.
|                                                                                       | 
|by:                                                                                    |  |                     
|                                                                                       |  |                     
|                                                                                       |  | Authorized Signatory



6



---

[FORM OF REVERSE SIDE OF INITIAL SECURITY]



93/8% Senior Subordinated Notes Due 2012



|1. | Interest
|-- | --------



Delco Remy International, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the Company), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of 0.50% per annum (increasing by an additional 0.50% per annum after each consecutive 90-day period that occurs after the date on which such Registration default occurs
up to a maximum additional interest rate of 2.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest
semi-annually on April 15 and October 15 of each year, commencing October 15, 2004. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 23, 2004. Interest will
be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same
rate to the extent lawful.



|2. | Method of Payment
|-- | -----------------



The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of
business on the April 1 or October 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a certificated Security (including principal,
premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with
a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).



7



---

|3. | Paying Agent and Registrar
|-- | --------------------------



Initially, Deutsche Bank National Trust Company, a California corporation (the Trustee), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.



|4. | Indenture
|-- | ---------



The Company issued the Securities under an Indenture dated as of April 23, 2004 (the Indenture), among the Company, the Subsidiary Guarantors
and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the Act). Terms defined
in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.



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



|5. | Optional Redemption
|-- | -------------------



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



On and after April 15, 2008, the Company shall be entitled at its option on one or more occasions to redeem all or a portion
of the Securities (which includes Additional Securities, if any) upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 15 of the years set forth below:



|                    |  |                 |  
|------------------- |  | --------------- | -
|Period              |  | RedemptionPrice |  
|2008                |  | 104.688         | %
|2009                |  | 102.344         | %
|2010 and thereafter |  | 100.000         | %



8



---

In addition, prior to April 15, 2007, the Company shall be entitled at its option on one or more
occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities originally issued at a redemption price (expressed as a percentage
of principal amount) of 109.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount
of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such
redemption occurs within 90 days after the date of the related Public Equity Offering.



Notwithstanding the foregoing, the Company may at any time and from time to time purchase Securities in the open market or otherwise.



|6. | Notice of Redemption
|-- | --------------------



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



|7. | Put Provisions
|-- | --------------



Upon a Change of Control, unless the Company has elected to redeem the Securities pursuant to paragraph 5, any Holder of Securities will have the right,
subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date on or prior to the date of repurchase) as provided in,
and subject to the terms of, the Indenture.



9



---

|8. | Guarantee
|-- | ---------



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



|9. | Subordination
|-- | -------------



The Securities are subordinated to Senior Indebtedness of the Company, as defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Securities may be paid. The Company agrees, and each Securityholder by accepting a Security agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.



|10. | Denominations; Transfer; Exchange
|--- | ---------------------------------



The Securities are in registered form without coupons in denominations of $ 1,000 principal amount and whole multiples of $ 1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest payment date.



|11. | Persons Deemed Owners
|--- | ---------------------



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



|12. | Unclaimed Money
|--- | ---------------



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



|13. | Discharge and Defeasance
|--- | ------------------------



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



10



---

|14. | Amendment, Waiver
|--- | -----------------



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



|15. | Defaults and Remedies
|--- | ---------------------



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



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



11



---

principal or interest) if it determines that withholding notice is in the interest of the Holders.



|16. | Trustee Dealings with the Company
|--- | ---------------------------------



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



|17. | No Recourse Against Others
|--- | --------------------------



A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.



|18. | Authentication
|--- | --------------



This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.



|19. | Abbreviations
|--- | -------------



Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).



|20. | CUSIP Numbers
|--- | -------------



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.



|21. | Holders Compliance with Registration Rights Agreement
|--- | ------------------------------------------------------



Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the



12



---

Holders with respect to a registration and the indemnification of the Company to the extent provided therein.



|22. | Governing Law
|--- | -------------



THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN

ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



The Company will furnish to
any Securityholder upon written request and without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:



Delco Remy International, Inc.

2902 Enterprise Drive

Anderson, IN 46013

Attention: Treasurer



13



---

---



ASSIGNMENT FORM



To assign this Security, fill
in the form below:



I or we assign and transfer this Security to



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



(Insert assignees soc. sec. or tax I.D. No.)



and irrevocably appoint
                 agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

|      |  |  |  |                 |  |  |  | 
|----- |  |  |  | --------------- |  |  |  | 
|      |  |  |  |                 |  |  |  | 
|     
|      |  |  |  |                
|Date: |  |  |  | Your Signature: |  |  |  | 
|      |  |  |  |                 |  | 
|      |  |  |  |                
|      |  |  |  |                 |  |  |  | 
|     



Sign exactly as your name appears on
the other side of this Security.



In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms:



CHECK ONE BOX BELOW



| ̈ | to the Company; or
|- | ------------------



|    |  |   |  |  |                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | - |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  |  ̈ |  |  | pursuant to an effective registration statement under the Securities Act of 1933; or                                                                                                                                                                                                                                                                                                               
|    |  |  
|(2) |  |  ̈ |  |  | inside the United States to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or



14



---

|    |  |   |  |  |                                                                                                                                                                                                                                
|--- |  | - |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) |  |  ̈ |  |  | outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933;
or                                              
|    |  |  
|(4) |  |  ̈ |  |  | pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or                                                                                                                          
|    |  |  
|(5) |  |  ̈ |  |  | to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter
containing certain representations and agreements.



Unless one of the
boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) is checked, the Trustee
shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.



| |  |  |  |          
| |  |  |  | ---------
| |  | 
| |  |  |  |          
| |  |  |  |          
| |  |  |  | Signature



Signature Guarantee:

|                             |  |  |  |          
|---------------------------- |  |  |  | ---------
|                             |  | 
|                             |  |  |  |          
|                             |  |  |  |          
|Signature must be guaranteed |  |  |  | Signature



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



---



15



---

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.



The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigneds foregoing representations in order to claim the exemption from registration provided by Rule 144A.



|       |  |  |  |  |  |         |  |                                       
|------ |  |  |  |  |  | ------- |  | --------------------------------------
|       |  |  |  | 
|Dated: |  |  |  |  |  |         |  |                                       
|       |  |  |  |  |  |        
|       |  |  |  |  |  | Notice: |  | To be executed by an executive
officer



16



---

[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY



The following increases or decreases in this Global Security have been made:



|                 |  |                                                              |  |                                                              |  |                                                                            |  |                                                                 
|---------------- |  | ------------------------------------------------------------ |  | ------------------------------------------------------------ |  | -------------------------------------------------------------------------- |  | ----------------------------------------------------------------
|Date of Exchange |  | Amount of decrease inPrincipal amount of thisGlobal Security |  | Amount of increase inPrincipal amount of thisGlobal Security |  | Principal amount of thisGlobal Security followingsuch decrease or increase |  | Signature of authorizedofficer of Trustee orSecurities Custodian



17



---

OPTION OF HOLDER TO ELECT PURCHASE



If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, check
the box:



 ̈



If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount:
$



|       |  |  |  |  |  |                 |  |                                                                        
|------ |  |  |  |  |  | --------------- |  | -----------------------------------------------------------------------
|       |  |  |  | 
|Dated: |  |  |  |  |  | Your Signature: |  |                                                                        
|       |  |  |  |  |  |                 |  |                                                                        
|       |  |  |  |  |  |                 |  | (Sign exactly as your name appears on the other side of this Security.)



|                     |  |                               
|-------------------- |  | ------------------------------
|Signature Guarantee: |  |                               
|                     |  |                               
|                     |  | (Signature must be guaranteed)



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



18



---

EXHIBIT A



FORM OF FACE OF EXCHANGE SECURITY

OR PRIVATE
EXCHANGE SECURITY*/**/

---

|*/ | If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned [TO BE ATTACHED
TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**/ | If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities
Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

|No. | $
|--- | -



93/8% Senior Subordinated Notes Due 2012



Delco Remy International, Inc., a Delaware corporation, promises to pay
to                    , or registered assigns, the principal sum of
 Dollars on April 15, 2012.



Interest Payment Dates: April 15 and October 15.



Record Dates: April 1 and October 1.



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



Dated:



SIGNATURE PAGE FOLLOWS



2



---

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



Dated:



DELCO REMY INTERNATIONAL, INC.by:Name:Title:by:Name:Title:




|                                                                                       |  |                     
|-------------------------------------------------------------------------------------- |  | --------------------
|TRUSTEES CERTIFICATE OF AUTHENTICATION                                               
|                                                                                      
|DEUTSCHE BANK NATIONAL TRUST COMPANY                                                  
|                                                                                      
|as Trustee, certifies that this is one of the Securities referred to in the Indenture,
|                                                                                       | 
|by:                                                                                    |  |                     
|                                                                                       |  |                     
|                                                                                       |  | Authorized Signatory



3



---

FORM OF REVERSE SIDE OF EXCHANGE SECURITY

OR PRIVATE EXCHANGE SECURITY



93/8% Senior Subordinated Notes Due 2012



|1. | Interest
|-- | --------



Delco Remy International, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the Company), promises to pay interest on the principal amount of this Security at the rate per annum shown above [; provided, however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of 0.50% per annum (increasing by an additional 0.50% per annum after each consecutive 90-day period that occurs after the date on which such Registration default occurs
up to a maximum additional interest rate of 2.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.]4The Company will pay interest semi-annually on April 15 and October 15 of each year, commencing October 15, 2004. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 23, 2004. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue
principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful.



|2. | Method of Payment
|-- | -----------------



The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of
business on the April 1 or October 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a certificated Security (including principal,
premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with
a bank in the United States if such Holder elects payment by wire transfer by giving

---

|4 | Insert if at the date of issuance of the Exchange Security or Private Exchange Security (as the case may be) any Registration Default has occurred with respect to
the related Initial Securities during the interest period in which such date of issuance occurs.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4



---

written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).



|3. | Paying Agent and Registrar
|-- | --------------------------



Initially, Deutsche Bank National Trust Company, a California corporation (the Trustee), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.



|4. | Indenture
|-- | ---------



The Company issued the Securities under an Indenture dated as of April 23, 2004 (the Indenture), among the Company, the Subsidiary Guarantors
and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.§§ 77aaa-77bbbb) (the Act). Terms defined
in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.



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



|5. | Optional Redemption
|-- | -------------------



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



On and after April 15, 2008, the Company shall be entitled at its option on one or more occasions to redeem all or a portion
of the Securities (which includes Additional Securities, if any) upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment



5



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date), if redeemed during the 12-month period commencing on April 15 of the years set forth below:



|                    |  |                  |  
|------------------- |  | ---------------- | -
|Period              |  | Redemption Price |  
|                   
|2008                |  | 104.688          | %
|2009                |  | 102.344          | %
|2010 and thereafter |  | 100.000          | %



In addition, prior to
April 15, 2007, the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the
Securities originally issued at a redemption price (expressed as a percentage of principal amount) of 109.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Public Equity Offerings;
provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than
Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Public Equity Offering.



Notwithstanding the foregoing, the Company may at any time and from time to time purchase Securities in the open market or
otherwise.



|6. | Notice of Redemption
|-- | --------------------



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



|7. | Put Provisions
|-- | --------------



Upon a Change of Control, unless the Company has elected to redeem the Securities pursuant to paragraph 5, any Holder of Securities will have the right,
subject to certain conditions contained in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date on or prior to the date of repurchase) as provided in,
and subject to the terms of, the Indenture.



6



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|8. | Guarantee
|-- | ---------



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



|9. | Subordination
|-- | -------------



The Securities are subordinated to Senior Indebtedness of the Company, as defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Securities may be paid. The Company agrees, and each Securityholder by accepting a Security agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.



|10. | Denominations; Transfer; Exchange
|--- | ---------------------------------



The Securities are in registered form without coupons in denominations of $ 1,000 principal amount and whole multiples of $ 1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest payment date.



|11. | Persons Deemed Owners
|--- | ---------------------



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



|12. | Unclaimed Money
|--- | ---------------



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



|13. | Discharge and Defeasance
|--- | ------------------------



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



7



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|14. | Amendment, Waiver
|--- | -----------------



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



|15. | Defaults and Remedies
|--- | ---------------------



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



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



8



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principal or interest) if it determines that withholding notice is in the interest of the Holders.



|16. | Trustee Dealings with the Company
|--- | ---------------------------------



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



|17. | No Recourse Against Others
|--- | --------------------------



A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.



|18. | Authentication
|--- | --------------



This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.



|19. | Abbreviations
|--- | -------------



Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).



|20. | CUSIP Numbers
|--- | -------------



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.



|21. | Holders Compliance with Registration Rights Agreement
|--- | ------------------------------------------------------



Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the



9



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Holders with respect to a registration and the indemnification of the Company to the extent provided therein.]5



|22. | Governing Law
|--- | -------------



THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



The Company will furnish to any Securityholder upon written request and
without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:



Delco Remy International, Inc.

2902
Enterprise Drive

Anderson, IN 46013

Attention: Treasurer

---

|5 | Delete if this Security is not being issued in exchange for an Initial Security.
|- | --------------------------------------------------------------------------------



10



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ASSIGNMENT FORM



To assign this Security, fill
in the form below:



I or we assign and transfer this Security to



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



(Insert assignees soc. sec. or tax I.D. No.)



and irrevocably appoint
                     agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.



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|      |  |  |  |  |  |                 |  | 
|----- |  |  |  |  |  | --------------- |  | 
|Date: |  |  |  |  |  | Your Signature: |  | 
|      |  |  |  |  |  |                 |  | 



---



Sign exactly as your name appears on the other side of this Security.



11



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OPTION OF HOLDER TO ELECT PURCHASE



If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, check
the box:



 ̈



If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount:
$



|      |  |  |  |  |  |                 |  |                                                                        
|----- |  |  |  |  |  | --------------- |  | -----------------------------------------------------------------------
|Date: |  |  |  |  |  | Your Signature: |  |                                                                        
|      |  |  |  |  |  |                 |  |                                                                        
|      |  |  |  |  |  |                 |  | (Sign exactly as your name appears on the other side of this Security.)



|                     |  |                                |  |  |  | 
|-------------------- |  | ------------------------------ |  |  |  | 
|Signature Guarantee: |  |                                |  |  |  | 
|                     |  |                               
|                     |  | (Signature must be guaranteed)



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





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EXHIBIT 2 to Rule 144A/REGULATION S/IAI APPENDIX



Form of

Transferee Letter of Representation



[Company]



In care of

[          ]

[          ]

[          ]



Ladies and Gentlemen:



This certificate is delivered to request a transfer of $[      ] principal amount of the
93/8% Senior Subordinated Notes Due 2012 (the Securities) of Delco Remy International, Inc. (the
Company).



Upon transfer, the Securities
would be registered in the name of the new beneficial owner as follows:



Name:



Address:



Taxpayer ID
Number:



The undersigned represents and warrants to you that:



1. We are an institutional accredited investor (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the Securities Act)), purchasing for our own account or for the account of such an institutional accredited investor at least $250,000 principal
amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.



2. We
understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we
are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the Resale Restriction Termination Date) only (i) to the





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Company, (ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the
requirements of Rule 144A, (iii) to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for
the account of an institutional accredited investor, in each case in a minimum principal amount of the Securities of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v)
pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of
law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional accredited investor within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve
the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information
satisfactory to the Company and the Trustee.



TRANSFEREE:





,by: