Exhibit 4.3



EXECUTION COPY

---



Delco Remy International, Inc.

Issuer



Second-Priority Senior Secured Floating Rate Notes Due 2009



INDENTURE



Dated as of April 23, 2004



Deutsche Bank National Trust Company

Trustee



---



---

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)                |  | 7.06             
|(b)(2)                |  | 7.06             
|(c)                   |  | 13.02            
|(d)                   |  | 7.06             
|314(a)                |  | 4.02; 4.09; 13.02
|(b)                   |  | 11.02            
|(c)(1)                |  | 13.04            
|(c)(2)                |  | 13.04            
|(c)(3)                |  | 13.04            
|(d)                   |  | 11.04            
|(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.





---

TABLE OF CONTENTS



|                                           |  |                                                   |  |     
|------------------------------------------ |  | ------------------------------------------------- |  | ----
|                                           |  |                                                   |  | Page
|                                          
|Article 1                                 
|                                          
|Definitions and Incorporation by Reference
|                                           |  |                                                  
|SECTION 1.01.                              |  | Definitions                                       |  | 1   
|SECTION 1.02.                              |  | Other Definitions                                 |  | 32  
|SECTION 1.03.                              |  | Incorporation by Reference of Trust Indenture Act |  | 32  
|SECTION 1.04.                              |  | Rules of Construction                             |  | 33  
|                                          
|Article 2                                 
|                                          
|The Securities                            
|                                           |  |                                                  
|SECTION 2.01.                              |  | Form and Dating                                   |  | 33  
|SECTION 2.02.                              |  | Execution and Authentication                      |  | 34  
|SECTION 2.03.                              |  | Registrar and Paying Agent                        |  | 34  
|SECTION 2.04.                              |  | Paying Agent To Hold Money in Trust               |  | 35  
|SECTION 2.05.                              |  | Securityholder Lists                              |  | 35  
|SECTION 2.06.                              |  | Transfer and Exchange                             |  | 35  
|SECTION 2.07.                              |  | Replacement Securities                            |  | 35  
|SECTION 2.08.                              |  | Outstanding Securities                            |  | 36  
|SECTION 2.09.                              |  | Temporary Securities                              |  | 36  
|SECTION 2.10.                              |  | Cancellation                                      |  | 36  
|SECTION 2.11.                              |  | Defaulted Interest                                |  | 37  
|SECTION 2.12.                              |  | CUSIP Numbers                                     |  | 37  
|                                          
|Article 3                                 
|                                          
|Redemption                                
|                                           |  |                                                  
|SECTION 3.01.                              |  | Notices to Trustee                                |  | 37  
|SECTION 3.02.                              |  | Selection of Securities To Be Redeemed            |  | 37  
|SECTION 3.03.                              |  | Notice of Redemption                              |  | 37  
|SECTION 3.04.                              |  | Effect of Notice of Redemption                    |  | 38  
|SECTION 3.05.                              |  | Deposit of Redemption Price                       |  | 38  
|SECTION 3.06.                              |  | Securities Redeemed in Part                       |  | 38  
|                                          
|Article 4                                 
|                                          
|Covenants                                 
|                                           |  |                                                  
|SECTION 4.01.                              |  | Payment of Securities                             |  | 39  
|SECTION 4.02.                              |  | SEC Reports                                       |  | 39  
|SECTION 4.03.                              |  | Limitation on Indebtedness                        |  | 39  



i



---

|                      |  |                                                                                |  |   
|--------------------- |  | ------------------------------------------------------------------------------ |  | --
|SECTION 4.04.         |  | Limitation on Restricted Payments                                              |  | 43
|SECTION 4.05.         |  | Limitation on Restrictions on Distributions from Restricted Subsidiaries       |  | 47
|SECTION 4.06.         |  | Limitation on Sales of Assets and Subsidiary Stock                             |  | 49
|SECTION 4.07.         |  | Limitation on Affiliate Transactions                                           |  | 53
|SECTION 4.08.         |  | Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries |  | 54
|SECTION 4.09.         |  | Change of Control                                                              |  | 55
|SECTION 4.10.         |  | Limitation on Liens; After-Acquired Property                                   |  | 56
|SECTION 4.11.         |  | Limitation on Sale/Leaseback Transactions                                      |  | 57
|SECTION 4.12.         |  | Future Guarantors                                                              |  | 57
|SECTION 4.13.         |  | Impairment of Security Interest                                                |  | 57
|SECTION 4.14.         |  | Amendment to Security Documents                                                |  | 58
|SECTION 4.15.         |  | Compliance Certificate                                                         |  | 58
|SECTION 4.16.         |  | Further Instruments and Acts                                                   |  | 58
|                     
|Article 5            
|                     
|Successor Company    
|                      |  |                                                                               
|SECTION 5.01.         |  | When Company May Merge or Transfer Assets                                      |  | 59
|                     
|Article 6            
|                     
|Defaults and Remedies
|                      |  |                                                                               
|SECTION 6.01.         |  | Events of Default                                                              |  | 61
|SECTION 6.02.         |  | Acceleration                                                                   |  | 63
|SECTION 6.03.         |  | Other Remedies                                                                 |  | 64
|SECTION 6.04.         |  | Waiver of Past Defaults                                                        |  | 64
|SECTION 6.05.         |  | Control by Majority                                                            |  | 64
|SECTION 6.06.         |  | Limitation on Suits                                                            |  | 64
|SECTION 6.07.         |  | Rights of Holders To Receive Payment                                           |  | 65
|SECTION 6.08.         |  | Collection Suit by Trustee                                                     |  | 65
|SECTION 6.09.         |  | Trustee May File Proofs of Claim                                               |  | 65
|SECTION 6.10.         |  | Priorities                                                                     |  | 65
|SECTION 6.11.         |  | Undertaking for Costs                                                          |  | 66
|SECTION 6.12.         |  | Waiver of Stay or Extension Laws                                               |  | 66
|                     
|Article 7            
|                     
|Trustee              
|                      |  |                                                                               
|SECTION 7.01.         |  | Duties of Trustee                                                              |  | 66
|SECTION 7.02.         |  | Rights of Trustee                                                              |  | 67
|SECTION 7.03.         |  | Individual Rights of Trustee                                                   |  | 68
|SECTION 7.04.         |  | Trustees Disclaimer                                                           |  | 68



ii



---

|                                   |  |                                                   |  |   
|---------------------------------- |  | ------------------------------------------------- |  | --
|SECTION 7.05.                      |  | Notice of Defaults                                |  | 68
|SECTION 7.06.                      |  | Reports by Trustee to Holders                     |  | 68
|SECTION 7.07.                      |  | Compensation and Indemnity                        |  | 69
|SECTION 7.08.                      |  | Replacement of Trustee                            |  | 69
|SECTION 7.09.                      |  | Successor Trustee by Merger                       |  | 70
|SECTION 7.10.                      |  | Eligibility; Disqualification                     |  | 70
|SECTION 7.11.                      |  | Preferential Collection of Claims Against Company |  | 71
|                                  
|Article 8                         
|                                  
|Discharge of Indenture; Defeasance
|                                   |  |                                                  
|SECTION 8.01.                      |  | Discharge of Liability on Securities; Defeasance  |  | 71
|SECTION 8.02.                      |  | Conditions to Defeasance                          |  | 72
|SECTION 8.03.                      |  | Application of Trust Money                        |  | 73
|SECTION 8.04.                      |  | Repayment to Company                              |  | 73
|SECTION 8.05.                      |  | Indemnity for Government Obligations              |  | 73
|SECTION 8.06.                      |  | Reinstatement                                     |  | 73
|                                  
|Article 9                         
|                                  
|Amendments                        
|                                   |  |                                                  
|SECTION 9.01.                      |  | Without Consent of Holders                        |  | 74
|SECTION 9.02.                      |  | With Consent of Holders                           |  | 75
|SECTION 9.03.                      |  | Compliance with Trust Indenture Act               |  | 76
|SECTION 9.04.                      |  | Revocation and Effect of Consents and Waivers     |  | 76
|SECTION 9.05.                      |  | Notation on or Exchange of Securities             |  | 76
|SECTION 9.06.                      |  | Trustee To Sign Amendments                        |  | 77
|SECTION 9.07.                      |  | Payment for Consent                               |  | 77
|                                  
|Article 10                        
|                                  
|Subsidiary Guarantees             
|                                   |  |                                                  
|SECTION 10.01.                     |  | Guarantees                                        |  | 77
|SECTION 10.02.                     |  | Limitation on Liability                           |  | 79
|SECTION 10.03.                     |  | Successors and Assigns                            |  | 79
|SECTION 10.04.                     |  | No Waiver                                         |  | 79
|SECTION 10.05.                     |  | Modification                                      |  | 79
|SECTION 10.06.                     |  | Release of Subsidiary Guarantor                   |  | 80
|SECTION 10.07.                     |  | Contribution                                      |  | 80
|                                  
|Article 11                        
|                                  
|Security Documents                
|                                   |  |                                                  
|SECTION 11.01.                     |  | Collateral and Security Documents                 |  | 81



iii



---

|                            |  |                                                                               |  |   
|--------------------------- |  | ----------------------------------------------------------------------------- |  | --
|SECTION 11.02.              |  | Recordings and Opinions                                                       |  | 82
|SECTION 11.03.              |  | Release of Collateral                                                         |  | 83
|SECTION 11.04.              |  | Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements       |  | 84
|SECTION 11.05.              |  | Certificates of the Trustee                                                   |  | 84
|SECTION 11.06.              |  | Suits To Protect the Collateral                                               |  | 85
|SECTION 11.07.              |  | Authorization of Receipt of Funds by the Trustee Under the Security Documents |  | 85
|SECTION 11.08.              |  | Purchaser Protected                                                           |  | 85
|SECTION 11.09.              |  | Powers Exercisable by Receiver or Trustee                                     |  | 85
|SECTION 11.10.              |  | Release Upon Termination of the Companys Obligations                         |  | 86
|SECTION 11.11.              |  | Collateral Agent                                                              |  | 86
|SECTION 11.12.              |  | Designations                                                                  |  | 87
|                           
|Article 12                 
|                           
|Application of Trust Moneys
|                            |  |                                                                              
|SECTION 12.01.              |  | Trust Moneys Defined                                                        |  | 87
|SECTION 12.02.              |  | Retirement of Securities                                                      |  | 87
|SECTION 12.03.              |  | Withdrawals of Insurance Proceeds and Condemnation Awards                     |  | 88
|SECTION 12.04.              |  | Powers Exercisable Notwithstanding Event of Default                           |  | 90
|SECTION 12.05.              |  | Powers Exercisable by Trustee or Receiver                                     |  | 90
|SECTION 12.06.              |  | Disposition of Securities Retired                                             |  | 90
|SECTION 12.07.              |  | Investment and Use of Trust Moneys                                            |  | 91
|                           
|Article 13                 
|                           
|Miscellaneous              
|                            |  |                                                                              
|SECTION 13.01.              |  | Trust Indenture Act Controls                                                  |  | 91
|SECTION 13.02.              |  | Notices                                                                       |  | 91
|SECTION 13.03.              |  | Communication by Holders with Other Holders                                   |  | 92
|SECTION 13.04.              |  | Certificate and Opinion as to Conditions Precedent                            |  | 93
|SECTION 13.05.              |  | Statements Required in Certificate or Opinion                                 |  | 93
|SECTION 13.06.              |  | When Securities Disregarded                                                   |  | 93
|SECTION 13.07.              |  | Rules by Trustee, Paying Agent and Registrar                                  |  | 93
|SECTION 13.08.              |  | Legal Holidays                                                                |  | 93
|SECTION 13.09.              |  | Governing Law                                                                 |  | 94
|SECTION 13.10.              |  | No Recourse Against Others                                                    |  | 94
|SECTION 13.11.              |  | Successors                                                                    |  | 94
|SECTION 13.12.              |  | Multiple Originals                                                            |  | 94
|SECTION 13.13.              |  | Table of Contents; Headings                                                   |  | 94
|                            |  |                                                                              
|Exhibit 1 -                 |  | Form of Supplemental Indenture for Future Guarantors                          |  |   



Rule 144A/Regulation S/IAI Appendix



iv



---

|            |  |                                                        |  | 
|----------- |  | ------------------------------------------------------ |  | 
|            |  |                                                       
|Exhibit 1  |  | Form of Initial Security                               |  | 
|            |  |                                                       
|Exhibit A  |  | Form of Exchange Security or Private Exchange Security |  | 
|            |  |                                                       
|Exhibit 2  |  | Form of Transferee Letter of Representation            |  | 



v



---

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.



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 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 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



2



---

any Indebtedness represented by the Securities and any Indebtedness that directly or indirectly Refinances any Securities.



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.



Calculation
Agent means a financial institution appointed by the Company to calculate the interest rate payable on the Securities in respect of each Interest Period, which shall initially be the Trustee.



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



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



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



(1) 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



---

(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



---

(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.



Collateral means all the collateral
described in the Security Documents.



Collateral
Agent means the Trustee in its capacity as Collateral Agent hereunder and under the Security Documents and any successor thereto in such capacity.



Collateral Agreement means the Collateral Agreement, dated as of April 23, 2004, among the Company, the
Subsidiary Guarantors and the Collateral Agent, as the same may be amended from time to time in accordance with its terms and this Indenture.



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



5



---

| | Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if
the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(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 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 pro forma effect 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 pro forma effect thereto as if such Asset Disposition, Investment or acquisition occurred on the first day of such period.



For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate



6



---

of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is
incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro
forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.



Consolidated Interest Expense means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries,
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



7



---

(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.



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



8



---

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



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



(5) extraordinary gains or losses;



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



(7) any 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 Agent means Congress Financial Corporation (Central), in its capacity as administrative agent for the
lenders pursuant to the Credit Agreement as of the Issue Date, or any other Person otherwise designated Credit Agent pursuant to the Intercreditor Agreement.



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.



9



---

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 a part 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.



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



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.



10



---

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 the 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.



Domestic Subsidiary means any Restricted Subsidiary of the Company that is not a Foreign Subsidiary.



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.



11



---

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 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.



First Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Company or any Subsidiary Guarantor under the agreements governing Secured
Bank Indebtedness and (iii) all other Obligations of the Company or any Subsidiary Guarantor in respect of Hedging Obligations or obligations in respect of cash management services in connection with Indebtedness described in clause (i) or
obligations described in clause (ii).



First-Priority
After-Acquired Property means (i) any Additional Assets acquired by the Company or any Restricted Subsidiary in compliance with clause (a)(3)(B) of Section 4.06 that are required under such clause to be pledged as collateral and (ii) any
property acquired by the Company or any Restricted Subsidiary that secures any Secured Bank Indebtedness.



Fixed Rate Notes means the 93/8% senior subordinated notes of the Company due 2012 and 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;



12



---

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



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



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



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



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



(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.



13



---

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.



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);



14



---

(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 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.



15



---

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



Intercreditor
Agreement means the Intercreditor Agreement, dated as of April 23, 2004, among the Trustee, in its capacity as Collateral Agent, the Company, the Subsidiary Guarantors and Congress Financial Corporation (Central), as Credit Agent, as the same
may be amended from time to time in accordance with its terms and this Indenture.



Interest Period means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception
that the first Interest Period shall commence on and include the Issue Date and end on and include July 14, 2004.



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.



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



16



---

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.



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



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).



17



---

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



Management 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 Investor Services, Inc. and any successor to its rating agency business.



Mortgage means a mortgage, deed of trust, deed to secure debt, assignment of leases and rents, leasehold mortgage, land charge or other security document granting a Lien on any Mortgaged Property to secure
the Security Obligations of the Company or the applicable Subsidiary Guarantor. Each Mortgage shall be satisfactory in form and substance to the Collateral Agent.



Mortgaged Property means, initially, each parcel of real property and the improvements thereto owned by the
Company or any Subsidiary Guarantor and identified on Schedule IV to the Collateral Agreement and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to this Indenture.



Net Available Cash from an Asset Disposition means
cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other
non-cash form), in each case net of:



(1) all
legal, 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;



18



---

(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 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.



19



---

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 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;



20



---

(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 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
Liens means, with respect to any Person:



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



(2) Liens imposed by law, such as carriers, warehousemens and mechanics Liens, in each case for sums not yet due or
being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards



21



---

against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (including judgment liens, and
Liens securing appeal bonds or letters of credit in lieu of appeal bonds in respect of judgments not otherwise giving rise to an Event of Default) and Liens arising solely by virtue of any statutory or common law provision relating to bankers
Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral
account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to
provide collateral to the depository institution;



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



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



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



(6) Liens securing Indebtedness Incurred to finance the
construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the
later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;



(7) Liens to secure Indebtedness Incurred pursuant to clause (b)(1) under Section 4.03;



(8) Liens existing on the Issue Date;



(9) Liens on property or shares of Capital Stock of another
Person at the time such other Person becomes a Subsidiary of such Person; provided,



22



---

however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and
property affixed or appurtenant thereto);



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



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



(12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be incurred under this Indenture;



(13) Liens to secure any Refinancing (or successive
Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing paragraph (6), (8), (9) or (10); provided, however, that:



(A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the
written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and



(B) the Indebtedness secured by such Lien at such time is
not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9) or (10) at the time the original Lien became a Permitted Lien and (ii)
an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;



(14) Liens Incurred in the ordinary course of business not securing Indebtedness and not in the aggregate materially detracting from the
value of the properties or their use in the operation of the business of the Company and its Restricted Subsidiaries; and



(15) Liens to secure Indebtedness of a Non-Recourse Foreign Subsidiary Incurred pursuant to clause (b)(14) of the covenant described under
Section 4.03; provided,however, that such Liens shall be limited to the property or assets of such Non-Recourse Foreign Subsidiary.



For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness.



23



---

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.



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



24



---

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;



provided further, however, that Refinancing Indebtedness shall not include



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



25



---

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



Restricted 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



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



26



---

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 Bank Indebtedness means Bank Indebtedness that is secured by a Permitted Lien incurred in reliance on clause (7) of the definition thereof.



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



Secured Parties means (a) the
Trustee, (b) the Collateral Agent, (c) each Securityholder, (d) the beneficiaries of each indemnification obligation undertaken by the Company or any Subsidiary Guarantor under any Security Document and (e) the successors and assigns of each of the
foregoing.



Securities means the Securities issued
under this Indenture.



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



Security
Documents means the Collateral Agreement, the Mortgages, any agreements pursuant to which assets are added to the Collateral and any other instruments or documents entered into or delivered in connection with any of the foregoing, as such
agreements, instruments or documents may from time to time be amended.



Security Obligations means (a) the due and punctual payment by the Company of (i) the Obligations and (ii) all other monetary obligations of the Company to any Secured Parties, in each case under this Indenture, the Securities
and each of the Security Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including, monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership, other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Company under or pursuant
to this Indenture, the Securities and each of the Security Documents and (c) the due and punctual payment and performance of all the obligations of each Subsidiary Guarantor under or pursuant to the Indenture, the Subsidiary Guarantees and each of
the Security Documents.



27



---

Senior Indebtedness means with respect to any Person:



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



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



unless, in the case of clauses (1)
and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinate in right of payment to the Securities or the Subsidiary 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);



(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.



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.



28



---

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.



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.



Telerate Page 3750 means the display designated as Page 3750 on the Moneyline Telerate service (or such other page as may replace
Page 3750 on that service).



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



29



---

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.



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



30



---

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 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.



31



---

SECTION 1.02. Other Definitions.



|                             |  |                   |       
|---------------------------- |  | ----------------- | ------
|Term                         |  | Defined inSection |       
|Affiliate Transaction      |  | 4.07              | (a)   
|Appendix                   |  | 2.01              |       
|Bankruptcy Law             |  | 6.01              |       
|Change of Control Offer    |  | 4.09              | (b)   
|covenant defeasance option |  | 8.01              | (b)   
|Custodian                  |  | 6.01              |       
|Event of Default           |  | 6.01              |       
|First Lien Obligations     |  | 11.12             |       
|Guaranteed Obligations     |  | 10.01             |       
|Initial Lien               |  | 4.10              |       
|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              |       
|Purchase Date              |  | 4.06              | (d)(1)
|Received Cash              |  | 4.04              |       
|Registrar                  |  | 2.03              |       
|Rule 3-10                  |  | 11.01             | (b)   
|Rule 3-16                  |  | 11.01             | (b)   
|Successor Company          |  | 5.01              | (a)(1)
|Trust Moneys               |  | 12.01             | (a)(1)



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



Commission means the SEC;



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



indenture security holder means a
Securityholder;



indenture to be qualified means
this Indenture;



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



32



---

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;



(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



33



---

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.



The Trustee shall authenticate and deliver Securities for original issue in
an aggregate principal amount of $125,000,000 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.



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.



34



---

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 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



35



---

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.



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



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



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



36



---

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.



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 rata to the extent practicable. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of them the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of $1,000.
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



37



---

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



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



(1) the redemption date;



(2) the redemption price;



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



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



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



(6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion
thereof) called for redemption ceases to accrue on and after the redemption date; 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 authenticate for the Holder (at the Companys expense) a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.



38



---

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 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 forma basis, the Consolidated Coverage Ratio exceeds 2.00 to 1.00.



39



---

(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 Securities and any Indebtedness
that directly or indirectly Refinances any Securities; 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 Fixed Rate Notes and the related exchange securities issued in exchange therefor, pursuant to the Registration Rights Agreement;



(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 forma effect 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 clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary
Incurred pursuant



40



---

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 Fixed Rate Notes 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 or personal) equipment or other assets in the ordinary course of business and which, when added together with all Refinancing Indebtedness Incurred in
respect



41



---

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 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.



(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 Fixed 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



(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) 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



42



---

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



(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



43



---

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 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



44



---

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;



(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 cancelation 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,



45



---

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 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;



46



---

(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



(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;



47



---

(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;



(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



48



---

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.



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



49



---

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 (provided that, if the assets that were the subject of such Asset Disposition constituted Collateral, then such Additional
Assets shall be pledged at the time of their acquisition to the Trustee as Collateral except for assets of Foreign Subsidiaries, unless such assets are pledged to secure Obligations of the Company or Domestic Subsidiaries for the benefit of the
Holders, subject to Permitted Liens and the Intercreditor Agreement) 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 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 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



50



---

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 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 Indebtedness) (the Offer) at a purchase price of 100% of their
principal amount (or, in the event such other Senior Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other
Senior Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If
the aggregate purchase price of the tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be
denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make 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 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



51



---

forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information
contained in clause (3).



(2) Not later than
the date upon which written notice of an Offer is delivered to the Trustee as provided 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 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 Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the
Offer Period), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or
deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount
applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.



(3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the
Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If the aggregate purchase price of the Securities (and any other Senior Indebtedness) tendered pursuant to the Offer exceeds the Net Available Cash
allotted to their purchase, the Company shall select the Securities and other Senior Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $1,000 principal
amount or multiples thereof. 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



52



---

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



(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;



53



---

(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



(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



54



---

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).



(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);



(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.



55



---

(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. Limitation on Liens; After-Acquired Property. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the Initial Lien) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, (i) securing any Indebtedness (other than Permitted Liens) without effectively providing that the Securities shall be secured equally and ratably with (or prior to) the obligations
so secured for so long as such obligations are so secured, (ii) securing any Indebtedness that directly or indirectly Refinances any Securities (other than Indebtedness that directly or indirectly Refinances any Securities purchased by the Company
in a Change of Control Offer) without effectively providing that any remaining Securities shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness is so secured, or (iii) only in the case of the Company
or a Restricted Subsidiary that is a Subsidiary Guarantor, securing any First Lien Obligations without effectively providing that the Securities shall be granted a second-priority security interest (subject to Permitted Liens) upon the property
constituting the collateral for such First Lien Obligations; provided, however, that if granting such second-priority security interest requires the consent of a third party, the Company will use commercially reasonable efforts to
obtain such consent with respect to the second-priority interest for the benefit of the Trustee on behalf of the Holders of the Securities; provided further, however, that if such third party does not consent to the granting of such
second-priority security interest after the use of commercially reasonable efforts, the Company will not be required to provide such security interest.



Any Lien created for the benefit of the Holders of the Securities pursuant to clause (i) or (ii) of the preceding sentence shall provide by its terms that
such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.



56



---

(b) Subject to Section 11.01(b) of this Indenture, upon the acquisition by the Company or any Subsidiary
Guarantor of any First-Priority After-Acquired Property, the Company or such Subsidiary Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall
be reasonably necessary to vest in the Trustee a perfected security interest, subject only to Permitted Liens, in such First-Priority After-Acquired Property and to have such First-Priority After-Acquired Property added to the Collateral, and
thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such First-Priority After-Acquired Property to the same extent and with the same force and effect; provided, however, that if granting
such second-priority security interest in such First-Priority After-Acquired Property requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent with respect to the second-priority interest for
the benefit of the Trustee on behalf of the Holders of the Securities; provided further, however, that if such third party does not consent to the granting of such second-priority security interest after the use of commercially
reasonable efforts, the Company will not be required to provide such security interest.



SECTION 4.11. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless
(a) the Company or such Restricted Subsidiary would be entitled to (1) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and (2) create a Lien on such property
securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.10, (b) the consideration received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least
equal to the Fair Market Value (as determined by the Board of Directors) of such property and (c) the Company applies the proceeds of such transaction in compliance with Section 4.06.



SECTION 4.12. Future Guarantors. The Company shall cause (i) each domestic Restricted Subsidiary that Incurs any
Indebtedness (other than Indebtedness 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 4.13. Impairment of Security Interest. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which
action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders of the Securities, and the Company shall not, and shall not permit any of
its Restricted Subsidiaries to, grant any interest whatsoever in any of the Collateral, other than with respect to Indebtedness incurred pursuant to Section 4.03(b)(1).



57



---

SECTION 4.14. Amendment to Security Documents. The Company shall not amend, modify or supplement,
or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders of the Securities in any material respect, except as permitted under Article 9 and Article 11 of this
Indenture.



SECTION 4.15. 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 4.16. Further Instruments and Acts. (a) Upon request of the Trustee or the Collateral Agent, the Company will, and will cause each Restricted Subsidiary to, 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, including the execution of any and all further documents, financing statements, agreements and instruments, and the taking
of all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, to maintain the perfection and priority of the
Liens created or intended to be created by the Security Documents, all at the expense of the Company. The Company also agrees to provide (or cause to be provided) to the Trustee or the Collateral Agent, from time to time upon request, evidence
reasonably satisfactory to the Trustee and the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.



(b) On or before the Issue Date, the Company will deliver or cause to be delivered to the Collateral Agent a pledge and
security agreement with respect to the pledge of 65% of the equity interests of its foreign Subsidiaries, duly executed by the Company, as pledgor, and including all necessary endorsements thereon, together with opinions of counsel qualified under
the relevant jurisdictions of organization of the pledged entities to the effect that such pledge and security agreement creates in favor of the Collateral Agent for the benefit of the Trustee and the Holders a valid and enforceable security
interest in the equity interests pledged thereby.



(c) In the
event that the Company or any Restricted Subsidiary is required to secure the Securities pursuant to Section 4.10(b), the Company or such Restricted Subsidiary shall grant a Lien (subject, if applicable, to the terms of the Intercreditor Agreement)
in favor of the Trustee (or the Collateral Agent on its behalf) and the Holders of the Securities upon the relevant property as security for the Security Obligations by (i) executing Security Documents that grant the Trustee (or the Collateral Agent
on its behalf) a Lien upon such property for the benefit of the Holders upon substantially the same terms as those that create the Initial Lien, but subject to the



58



---

Intercreditor Agreement, and (ii) taking all such actions (including the filing and recording of financing statements, fixture filings, Mortgages and other
documents) that may be required under any applicable law, or which the Trustee may reasonably request to create and perfect such Lien, all at the expense of the Company, including all reasonable fees and expenses of counsel incurred by the Trustee
and the Collateral Agent in connection therewith. To the extent the relevant property consists of real property, the Company or the applicable Restricted Subsidiary will use reasonable best efforts to deliver to the Collateral Agent, for the benefit
of the Trustee and the Holders, and addressed to the Trustee or the Collateral Agent, as applicable, the following, but only to the extent that the following documents are required to be delivered to the Credit Agent:



(1) a fully executed, acknowledged, and recorded Mortgage
similar to that provided for the benefit of the Credit Agent except that such mortgage or deed of trust shall be subject to the terms of the Intercreditor Agreement;



(2) an opinion of local counsel in a form substantially similar to the opinion provided for the benefit of
the Credit Agent, or otherwise reasonably acceptable to the Trustee;



(3) a fully-paid title insurance policy in a form substantially similar to the title insurance policy delivered to the Credit Agent (including such endorsements as the Credit Agent obtained in its title insurance
policy) with no exceptions other than (i) Specified Permitted Liens and exceptions included under the title insurance policy in favor of the Credit Agent, (ii) the Credit Agents existing Lien on such property and (iii) other changes reasonably
acceptable to the Trustee; and



(4) the most
recent survey of each property together with either (i) an updated survey certification from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts
depicted in the survey or (ii) an affidavit from the Company and the Subsidiary Guarantors stating that there has been no change, other than, in each case, changes reasonably acceptable to the Trustee, in the facts depicted in the survey, in each
case, in forms substantially similar to those delivered to the Credit Agent.



The Company shall provide each of the foregoing described in clauses (1) through (4) above at its own expense and shall pay all reasonable fees and expenses of counsel incurred by the Trustee and the Collateral Agent
in connection with each of the foregoing.



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



59



---

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 forma effect to such transaction (and treating any Indebtedness
which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by 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 forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a), or (B) the Consolidated Coverage Ratio on the date of such transaction after giving pro
forma effect 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.



60



---

(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;



(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, 4.10, 4.11, 4.12, 4.13 or 4.14 (other than a failure to



61



---

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, this Indenture or the Security Documents (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;



(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



62



---

60 days following the entry of such judgment or decree and is not discharged, waived or the execution thereof stayed;



(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; or



(11) any security interest granted under the Security Documents shall, at any time, fail or cease to be in
full force and effect for any reason other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture, or any security interest created or purported to be created thereunder shall be declared invalid or
unenforceable or the Company or any Subsidiary Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable.



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



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



A Default under clauses (4) or (5) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt 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 ipsofacto become and be immediately due and payable without any declaration or other act on the



63



---

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.



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;



64



---

(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.



SECTION 6.09. Trustee May File Proofs of Claim. Subject
to the terms of the Intercreditor Agreement, 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;



65



---

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



THIRD: to the Company.



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



66



---

(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.



(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.



67



---

(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 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.



68



---

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.



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.



69



---

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



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



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



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



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



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



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



70



---

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.



(b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the Securities and this Indenture
(legal defeasance option) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and
6.01(11) (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), 6.01(9), 6.01(10) and 6.01(11) (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, the Company and each Subsidiary Guarantor, if any, shall be released
from all its obligations with respect to the Security Documents and, in the case of a Subsidiary Guarantor, 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.



71



---

(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;



(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



72



---

(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.



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



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



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



SECTION 8.06. Reinstatement. If the
Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Companys 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.



73



---

Article 9



Amendments



SECTION 9.01. Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture, the Security Documents,
the Intercreditor Agreement 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;



(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; or



(9) in the case of the Security Documents, to give effect to the provisions of the Intercreditor Agreement
(or any replacement intercreditor agreement) or to release Collateral permitted by the other provisions of this Indenture.



In addition, notwithstanding Section 9.02, without the consent of any Holder, any amendment, waiver or consent agreed to by the Credit Agent or the
holders of First Lien Obligations under any provision of any of the security documents granting the first-priority Lien on any Collateral to secure the First Lien Obligations will automatically apply to the comparable provision of the comparable
Security Document entered into in connection with the Securities; provided, however, that, if any such amendment, waiver or consent could reasonably be expected to be adverse to the Holders or the interest of the Holders in the
Collateral, such amendment, waiver or consent will



74



---

not be applicable to the Security Documents entered into in connection with the Securities as provided above unless First Lien Obligations (including
commitments in respect thereof to the extent that such commitments are subject only to reasonable and customary funding conditions and are then available to be funded at the election of the Company) of no less than $35.0 million secured by the
first-priority Liens on the Collateral are then outstanding. Notwithstanding the foregoing, no such amendment, waiver or consent may have the effect of releasing any Collateral, except to the extent described in Section 11.03.



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, the Security Documents, the Securities or the Intercreditor Agreement 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 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;



75



---

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



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



(10) make any change in any Security Document or the provisions in the Indenture dealing with Security Documents or the application of
Trust proceeds of the Collateral that would adversely affect the Holders.



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



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



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



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



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



SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or



76



---

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



Subsidiary Guarantees



SECTION 10.01. 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 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



77



---

thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement;
(4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations;
or (6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor.



Each Subsidiary Guarantor further agrees that its Subsidiary 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.



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



Each Subsidiary Guarantor further agrees that its 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.



78



---

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



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



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



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



79



---

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



(1) upon the sale (including any sale pursuant to any 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 4.12, and the Company provides an Officers Certificate to the Trustee certifying that no such
Indebtedness is 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 10.07.
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 prorata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.



80



---

Article 11



Security Documents



SECTION 11.01. Collateral and Security Documents. (a) The due and punctual payment of the principal of and interest (including Additional Interest,
if any) on the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (including
Additional Interest, if any) on the Securities and performance of all other Security Obligations of the Company and the Subsidiary Guarantors to the Securityholders, the Trustee or the Collateral Agent under this Indenture, the Securities and the
Security Documents, according to the terms hereunder or thereunder, are secured as provided in the Security Documents, which define the terms of the Liens that secure the Security Obligations, subject to the terms of the Intercreditor Agreement. The
Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security
Documents. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement as the same may be in effect
or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise
its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The
Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be
reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to
time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries
to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected Lien and
security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any
time granted in the Collateral to secure the First Lien Obligations.



(b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries will constitute Collateral only to the extent that such Capital Stock and securities can secure the Securities without Rule 3-10 or Rule 3-16 of
Regulation S-X under the Securities Act (Rule 3-10 and Rule 3-16, respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other
governmental agency);



(ii) in the event that either Rule 3-10
or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or



81



---

regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate
financial statements of any Subsidiary due to the fact that such Subsidiarys Capital Stock and securities secure the Securities, the performance of Security Obligations of the Company or any Subsidiary Guarantee, then the Capital Stock and
securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the extent necessary to not be subject to such requirement. In such event, the Security Documents may be amended or modified, without the
consent of any Holder of the Securities, to the extent necessary to release the second-priority security interests on the shares of Capital Stock and securities that are so deemed to no longer constitute part of the Collateral; and



(iii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or
interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiarys Capital Stock and securities to secure the Securities in excess of the
amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the
Collateral but only to the extent necessary to not be subject to any such financial statement requirement. In such event, the Security Documents may be amended or modified, without the consent of any Holder of the Securities, to the extent necessary
to subject to the Liens under the Security Documents such additional Capital Stock and securities.



(2) Recordings and Opinions. The Company will comply with the provisions of TIA § 314(b) and (d).



SECTION 11.02. Recordings and Opinions. (a) The Company and the
Subsidiary Guarantors shall furnish to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) on or before the time of filing of the Companys annual report or Form 10-k with the SEC with respect to the preceding
fiscal year an officers certificate:



(1) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and re-filings of this Indenture, the Security Documents and all
financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of this Indenture or any Security Documents in the Collateral and reciting with respect to the security
interests in such Collateral the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents with respect to such Lien; or



(2) to the effect that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien;



82



---

provided, however, that certificates delivered in compliance with Section 3.03(c) of the Collateral
Agreement shall be deemed to satisfy the obligations of this Section 11.02 for the applicable year.



SECTION 11.03. Release of Collateral. (a) Subject to subsections (b) and (c) of this Section 11.03, Collateral may be released from the Lien and
security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Company pursuant to an
Officers Certificate certifying that all conditions precedent hereunder have been met, the Company and the Subsidiary Guarantors will be entitled to a release of assets included in the Collateral from the Liens securing the Securities, and the
Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Companys sole cost and expense, under one or more of the following circumstances:



(1) if all other Liens on such assets securing First Lien
Obligations (including all commitments to lend which would constitute First Lien Obligations) are released and, after giving effect to the release, Bank Indebtedness of at least $35.0 million remains outstanding; provided, however,
that if the Company subsequently incurs Obligations under a new commitment or other First Lien Obligations that are secured by liens on assets of the Company and the Guarantors of the type constituting Collateral and do not constitute Permitted
Liens (excluding for this purpose Permitted Liens under clause (7) thereof), then the Securities will be secured at such time by a second-priority Lien on the Collateral securing such commitment or First Lien Obligations to the same extent provided
by the Security Documents on the terms and conditions of the security documents relating to the new commitment or such other First Lien Obligations, with the second-priority Lien held either by the administrative agent under such new commitment or
by a collateral agent designated by the Company to hold the second-priority Liens for the benefit of the Holders of the Securities and subject to an intercreditor agreement that provides the administrative agent under such commitment substantially
the same rights and powers as afforded under the Security Documents and the Intercreditor Agreement;



(2) to enable the Company or any Restricted Subsidiary to sell, exchange or otherwise dispose of any of the Collateral as permitted under
Section 4.06;



(3) if any Subsidiary that is a
Subsidiary Guarantor is released from its Subsidiary Guarantee in accordance with this Indenture, to enable such Subsidiary to release its assets from the Collateral;



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



(5) upon discharge of this Indenture pursuant to Section
8.01(a) or upon legal defeasance or covenant defeasance under Section 8.02(b).



83



---

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



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



(c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by
declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be
effective as against the Holders, except as otherwise provided in the Intercreditor Agreement.



SECTION 11.04. Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements. The release of any Collateral from the terms hereof and of the Security Documents or the release of, in whole or in part,
the Liens created by the Security Documents, will not be deemed to be in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of this
Article 11. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of the Security Documents and of this Article 11 will not be deemed for any purpose to be in contravention of
the terms of this Indenture. To the extent applicable, the Company and each obligor on the Securities shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien hereof
and of the Security Documents, to be complied with. Any certificate or opinion required by § 314(d) of the TIA may be made by an officer of the Company, except in cases which § 314(d) of the TIA requires that such certificate or opinion be
made by an independent person, which person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agent in the exercise of reasonable care.



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



84



---

SECTION 11.06. Suits To Protect the Collateral. Subject to the provisions of Article 7 hereof and
the Intercreditor Agreement, the Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it deems necessary or appropriate in order to:



(a) enforce any of the terms of the Security Documents; and



(b) collect and receive any and all amounts payable in respect of the
Security Obligations of the Company hereunder.



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



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



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



SECTION 11.09. Powers Exercisable by Receiver or Trustee. In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Company or a Subsidiary Guarantor with respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Subsidiary Guarantor or of any officer or officers thereof required by the
provisions of this Article 11; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.



85



---

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



SECTION 11.11. Collateral Agent. (a) The Trustee shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as
necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreement, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers,
directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.



(b) The Trustee, as Collateral Agent, is authorized and directed to (i) enter into the Security Documents, (ii) enter into
the Intercreditor Agreement, (iii) bind the Holders on the terms as set forth in the Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement.



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



86



---

SECTION 11.12. Designations. Except as provided in the next sentence, for purposes of the
provisions hereof and the Intercreditor Agreement requiring the Company to designate Indebtedness for the purposes of the term First Lien Obligations or any other such designations hereunder or under the Intercreditor Agreement, any such
designation shall be sufficient if the relevant designation is set forth in writing, signed on behalf of the Company by an Officer and delivered to the Trustee, the Collateral Agent and the Credit Agent. For all purposes hereof and the Intercreditor
Agreement, the Company hereby designates the Obligations pursuant to the Credit Agreement as in effect on the Issue Date as First Lien Obligations.



Article 12



Application of Trust Moneys



SECTION 12.01. Trust Moneys Defined. All cash or cash equivalents received by the Trustee or the Collateral Agent on behalf of the Trustee, in each case, consistent with and not in contravention of
the Intercreditor Agreement:



(1) upon the
release of Collateral from the Lien of this Indenture and the Security Documents, including all moneys received in respect of the principal of all purchase money, governmental and other obligations;



(2) as compensation for, or proceeds of sale of, any part of
the Collateral taken by eminent domain or purchased by, or sold pursuant to an order of, a governmental authority or otherwise disposed of;



(3) as proceeds of insurance upon any part of the Collateral (other than any liability insurance proceeds payable to the Trustee or the
Collateral Agent for any loss, liability or expense incurred by it); or



(4) for application under this Article as elsewhere provided in this Indenture or any Security Document, or whose disposition is not elsewhere specifically provided for herein or in any Security Document.



(all such moneys being herein sometimes called Trust Moneys), shall be held by
the Trustee (or the Collateral Agent as the agent of the Trustee) for the benefit of the Holders of Securities as a part of the Collateral, shall be held in United States dollars or U.S. dollar denominated obligations, and, upon any entry upon or
sale of the Collateral or any part thereof pursuant to Article 6 hereof or the Security Documents, in each case, subject to the Intercreditor Agreement, said Trust Moneys shall be applied, subject to the Intercreditor Agreement, in accordance with
Section 4.02 of the Collateral Agreement; but, prior to any such entry or sale, all or any part of the Trust Moneys may be withdrawn, and shall be released, paid or applied by the Trustee or the Collateral Agent, as appropriate, from time to time as
provided in Sections 12.02 to 12.05, inclusive, and may be applied by the Trustee as provided in Section 12.07(b).



SECTION 12.02. Retirement of Securities. Subject to the terms of the Intercreditor Agreement, the Trustee shall, or shall direct, as appropriate,
the Collateral



87



---

Agent to deliver to the Trustee Trust Moneys and to apply such Trust Moneys from time to time to the payment of the principal of and interest on any
Securities, at final maturity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to a redemption under Article 3 or a
required purchase pursuant to Section 4.06, as the Company shall request, upon receipt by the Trustee of the following:



(1) a resolution of the Board of Directors directing the application pursuant to this Section of a specified amount of Trust Moneys
(denominated in U.S. dollars) and in case any such moneys are to be applied to payment, designating any Securities so to be paid and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase,
the price or prices to be paid and the maximum principal amount of any Securities to be purchased and any other provisions of this Indenture governing such purchase;



(2) additional cash (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount
or purchase price, which cash shall be held by the Trustee in trust for such purpose;



(3) an Officers Certificate, dated not more than five days prior to the date of the relevant application, stating



(A) that no Default exists; and



(B) that all conditions precedent and covenants herein
provided for relating to such application of Trust Moneys have been complied with; and



(4) an Opinion of Counsel stating that all conditions precedent herein provided for relating to such application of Trust Moneys have been
complied with.



Upon compliance with the foregoing provisions
of this Section, the Trustee shall apply Trust Moneys available therefor as directed and specified by such resolution, up to, but not exceeding, the principal amount of the Securities to be so paid, redeemed or purchased.



A resolution of the Board of Directors expressed to be irrevocable directing
the application of Trust Moneys under this Section to the payment of the principal of particular Securities shall for all purposes of this Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such
Trust Moneys and any cash deposited with the Trustee pursuant to subsection (2) of this Section shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust Moneys.



SECTION 12.03. Withdrawals of Insurance Proceeds and Condemnation
Awards. (a) To the extent that any Trust Moneys consist of either (i) the proceeds of insurance upon any part of the Collateral or (ii) any award for or the proceeds from any



88



---

of the Collateral being taken by eminent domain, expropriation or other similar governmental taking or a requisition for title or sold pursuant to the
exercise by any governmental authority of any right which it may then have to purchase, or to designate a purchaser or to order a sale of any part of the Collateral, such Trust Moneys may be withdrawn by the Company or the applicable Subsidiary
Guarantor and shall be paid by the Trustee upon a request by the Company to the Trustee by the proper officer or officers of the Company or the applicable Subsidiary Guarantor to reimburse the Company or the applicable Subsidiary Guarantor for
expenditures made, or to pay costs incurred, by the Company or the applicable Subsidiary Guarantor to repair, rebuild or replace the property destroyed, damaged or taken upon receipt by the Trustee of an Officers Certificate dated not more
than 10 days prior to the date of the application for the withdrawal and payment of such Trust Moneys, setting forth:



(1) that expenditures have been made, or costs incurred, or will be incurred simultaneous with such withdrawal of Trust Moneys, by the
Company or the applicable Subsidiary Guarantor in a specified amount for the purpose of making certain repairs, rebuildings and replacements of the Collateral, which shall be briefly described;



(2) that no part of such expenditures, in any previous or
then pending application, has been or is being made the basis for the withdrawal of any Trust Moneys pursuant to this Section 12.03;



(3) that no part of such expenditures or costs has been paid out of either the proceeds of insurance upon any part of the Collateral not
required to be paid to the Trustee or the Collateral Agent, as appropriate, under the Security Documents or any award for or the proceeds from any of the Collateral being taken not required to be paid to the Trustee or the Collateral Agent, as
appropriate, under the Security Documents, as the case may be; and



(4) that no Default or Event of Default shall have occurred and be continuing.



(b) To the extent applicable, in connection with any withdraw of Trust Moneys pursuant to Section 12.03(a), the Company and each obligor shall cause
§ 314 of the TIA relating to the release of property or securities from the Lien hereof and of the Security Documents to be complied with. Any certificate or opinion required by § 314 of the TIA may be made by an officer of the Company,
except in cases in which the TIA requires that such certificate or opinion be made by an independent person.



(c) Upon compliance with the foregoing provisions of this Section, the Trustee shall pay on Company request an amount of Trust Moneys of the character
aforesaid equal to the amount of the expenditures or costs stated in the Officers Certificate required by paragraph (A) of subsection (1) of this Section 12.03. Subject to the Intercreditor Agreement, unless the Collateral Agent and Trustee
shall otherwise agree, all insurance relating to the Collateral must name the Collateral Agent and Trustee as an insured, but without liability for premiums, calls or assessments, and all amounts of



89



---

whatsoever nature payable under any insurance (to the extent covering the Collateral) must be payable to the Collateral Agent and Trustee for distribution,
first to itself on account of actual out of pocket expenses and thereafter to the Company or the relevant Subsidiary Guarantor, as owner of such Collateral or others as their interests may appear. All amounts payable under any insurance with respect
to Collateral involving any damage to Collateral not constituting an actual or constructive or an agreed or compromised total loss, the insurers may pay directly for the repair, salvage or other charges involved or, if the Company or the relevant
Subsidiary Guarantor shall have first fully repaired the damage or paid all of the salvage or other charges, may pay the Company or the relevant Subsidiary Guarantor as reimbursement therefor. Subject to the Intercreditor Agreement, all payments of
insurance in respect of Collateral shall be made to the Collateral Agent and the Trustee if an Event of Default shall have occurred or any event which with the giving of notice or the lapse of time, or both, would constitute an Event of Default.



SECTION 12.04. Powers Exercisable Notwithstanding Event of
Default. Subject to the Intercreditor Agreement, in case an Event of Default shall have occurred and shall be continuing, the Company, while in possession of the Collateral (other than cash, cash equivalents, securities and other personal
property held by, or required to be deposited or pledged with, the Trustee hereunder or under the Security Documents), may do any of the things enumerated in Sections 12.02 and 12.03 if the Trustee in its discretion, or the Holders of a majority in
aggregate principal amount of the outstanding Securities, by appropriate action of such Holders, shall consent to such action, in which event any certificate filed under any of such Sections shall omit the statement to the effect that no Event of
Default has occurred and is continuing. This Section 12.04 shall not apply, however, during the continuance of an Event of Default of the type specified in Section 6.01(1) or 6.01(2).



SECTION 12.05. Powers Exercisable by Trustee or Receiver. Subject to the Intercreditor Agreement, in case the
Collateral (other than any cash, cash equivalents, securities and other personal property held by, or required to be deposited or pledged with, the Trustee or the Collateral Agent hereunder or under the Security Documents) shall be in the possession
of a receiver or trustee lawfully appointed, the powers hereinbefore in this Article 12 conferred upon the Company and the Subsidiary Guarantors with respect to the withdrawal or application of Trust Moneys may be exercised by such receiver or
trustee, in which case a certificate signed by such receiver or trustee shall be deemed the equivalent of any Officers Certificate required by this Article 12. If the Trustee or the Collateral Agent shall be in possession of any of the
Collateral hereunder or under the Security Documents, such powers may be exercised by the Trustee or the Collateral Agent, as applicable, in its sole discretion.



SECTION 12.06. Disposition of Securities Retired. All Securities received by the Trustee and for whose purchase Trust
Moneys are applied under this Article 12, if not otherwise canceled, shall be promptly canceled and destroyed by the Trustee. Upon destruction of any Securities, the Trustee shall issue a certificate of destruction to the Company.



90



---

SECTION 12.07. Investment and Use of Trust Moneys. (a) Subject to the Intercreditor Agreement, all
or any part of any Trust Moneys held by the Trustee hereunder (except such as may be held for the account of any particular Securities) or by the Collateral Agent on behalf of the Trustee, shall from time to time at the direction of the Company be
invested or reinvested in Temporary Cash Investments. Unless a Default occurs and is continuing, any interest on such Temporary Cash Investments (in excess of any accrued interest paid at the time of purchase) which may be received by the Trustee or
the Collateral Agent, as appropriate, shall be paid periodically to the Company. Such Temporary Cash Investments shall be held by the Trustee as a part of the Collateral, subject to the same provisions hereof as the cash used by it to purchase such
cash equivalents. The Trustee shall not be liable or responsible for any loss resulting from such investments or sales except only for its own negligent action, its own negligent failure to act or its own willful misconduct in complying with this
Section 12.07.



(b) If the Company or any Subsidiary Guarantor
shall fail to perform any of its covenants in this Indenture or under any Security Document, the Trustee may (but shall not be required to) direct the Collateral Agent to, at any time and from time to time, use, apply and advance any Trust Moneys
held by it under this Article 12 or make advances to effect performance of any such covenant on behalf of the Company or such Subsidiary Guarantor as contemplated by this Indenture or the Security Documents; provided, however, that the
Trustee or the Collateral Agent, as appropriate, shall not be required to make any such advances from its own funds; provided further, however, that all moneys so used or advanced by the Trustee, together (in the case of funds
advanced by the Trustee) with interest at the rate borne by the Securities shall be repaid by the Company or the applicable Subsidiary Guarantor upon demand and such advances shall be secured under the Security Documents prior to the Securities. For
repayment of all such advances the Trustee shall have the right to use and apply any Trust Moneys at any time held by it under Article 12, but no such use of Trust Moneys or advance shall relieve the Company or such Subsidiary Guarantor from any
Default.



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.



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



91



---

|                                    
|------------------------------------
|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.



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).



92



---

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.



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



93



---

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, the Security Documents
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, the Security Documents 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.



94



---

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:




95



---

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:




96



---

WILLIAMS TECHNOLOGIES, INC.,by

/s/    David E. StollName:Title:




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:




97



---

REMY REMAN, L.L.C.,by

/s/    David E. StollName:Title:




DEUTSCHE BANK NATIONAL TRUST COMPANY,by

/s/    Safet KalabovicName:Title:




98



---

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).



W I T N E S S E T H :



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 Second-Priority Senior Secured Floating Rate Notes
Due 2009 (the Securities);



WHEREAS [Section
4.16]/[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 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



---

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



3



---

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



---

Rule 144A/REGULATION/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 the Second-Priority Senior Secured Floating Rate Notes Due 2009 issued pursuant to the Indenture in
connection with the Registered Exchange Offer pursuant to the Registration Rights Agreement.



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



Initial Securities means $125,000,000 aggregate principal amount of Second-Priority Senior Secured Floating Rate Notes Due
2009 issued on the Issue Date.



Private
Exchange means the offer by the Company, pursuant to the 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 Second-Priority Senior Secured Floating
Rate Notes Due 2009 issued in connection with a Private Exchange.



Purchase Agreement means the Purchase Agreement dated April 8, 2004, among the Company, the Subsidiary Guarantors and the Initial Purchasers.



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



Registered Exchange Offer means the offer by the
Company, pursuant to the 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 the Registration Rights Agreement dated April 23, 2004 among the Company, the Subsidiary Guarantors and the Initial Purchasers.



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 the Registration Rights Agreement.



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 in Section: |    
|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



---

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



2.1 (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 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 144A 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



3



---

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 144A, 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 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



4



---

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 $125,000,000 Second-Priority Senior
Secured Floating Rate Notes Due 2009 and (2) 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.



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



5



---

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).



(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,



6



---

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 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.



7



---

(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.



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



8



---

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 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



9



---

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.



(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.



10



---

(g) No Obligation of the Trustee.



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



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



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



11



---

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.



12



---

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.





---

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



2



---

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



3



---

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. |  | $



Second-Priority Senior Secured Floating Rate Notes Due 2009



Delco Remy International, Inc., a Delaware corporation, promises to pay to                 , or registered assigns, the principal sum of
 Dollars on April 15, 2009.



Interest Payment Dates: January 15, April 15, July 15 and October 15.



Record Dates: January 1, April 1, July 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.byName:Title:byName: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]



Second-Priority Senior Secured Floating Rate Notes Due 2009



|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 a rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture) plus 4.0%, as determined by the Calculation Agent (as
defined in the Indenture); 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 quarterly in arrears to the holders of record of the Securities on January 15, April 15, July 15 and October 15 of each
year, commencing July 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 amount of interest for each day that the Securities are outstanding (the Daily Interest Amount) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the
principal amount of the Securities. The amount of interest to be paid on the Securities for each Interest Period (as defined in the Indenture) will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. All
percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The 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.



The interest rate on the Securities shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United
States law of general application.



The Calculation Agent will,
upon the request of any holder of Securities, provide the interest rate then in effect with respect to the Securities. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding
on the Company, the Subsidiary Guarantors and the holders of the Securities.



7



---

|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 January 1, April 1, July 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).



|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 secured obligations of the Company. The Initial Securities
issued on the Issue Date 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; create
liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of



8



---

subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; engage in sale/leaseback
transactions; amend the Security Documents relating to the Collateral; and materially impair the security interest in the Collateral. 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, 2006, the Company shall be entitled at its option on one or more occasions to redeem all or a portion
of the Securities 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 |  
|2006                |  | 101.00          | %
|2007                |  | 100.50          | %
|2008 and thereafter |  | 100.00          | %



In addition, prior to
April 15, 2006, the Company shall be entitled at its option on one or more occasions to redeem Securities in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities originally issued at a redemption price
of 100% of the principal amount thereof, plus a premium equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest 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 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



9



---

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.



|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 secured basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture.



|9. | Security
|-- | --------



The Securities will be secured by a second-priority security interest (subject to Permitted Liens) in the Collateral. The Trustee and the Collateral
Agent, as the case may be, hold the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to
the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms
and the Indenture and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.



|10. | Denominations; Transfer; Exchange
|--- | ---------------------------------



The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. 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



10



---

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.



|14. | Amendment, Waiver
|--- | -----------------



Subject to certain exceptions set forth in the Indenture, (a) the Indenture, the Security Documents, the Intercreditor Agreement 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, the
Security Documents, the Intercreditor Agreement 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 secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary
Guarantors, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to make amendments to provisions of the
Indenture relating to the form, authentication, transfer and legending of the Securities.



11



---

|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; (g) certain defaults with respect to Subsidiary Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. 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 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.



12



---

|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 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





---

|    |  |  |  |                                                                                                                                                                                                                              
|--- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.



---





---

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





---

[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 ofthis Global Security |  | Amount of increase inPrincipal amount ofthis Global Security |  | Principal amount of thisGlobal Security followingsuch decrease or increase |  | Signature of authorizedofficer of Trustee orSecurities Custodian





---

OPTION OF HOLDER TO ELECT PURCHASE



If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 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.





---

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.    |  |                                                                                                                                                                              |  | $ | 
|       |  | Second-Priority Senior Secured Floating Rate Notes Due 2009                                                                                                                  |  |   | 
|       |  |                                                                                                                                                                             
|       |  | Delco Remy International, Inc., a Delaware corporation, promises to pay to
                        , or registered assigns, the principal sum of 
Dollars on April 15, 2009. |  |   | 
|       |  |                                                                                                                                                                             
|       |  | Interest Payment Dates: January 15, April 15, July 15 and October 15.                                                                                                        |  |   | 
|       |  |                                                                                                                                                                             
|       |  | Record Dates: January 1, April 1, July 1 and October 1.                                                                                                                      |  |   | 
|       |  |                                                                                                                                                                             
|       |  | Additional provisions of this Security are set forth on the other side of this Security.                                                                                     |  |   | 
|       |  |                                                                                                                                                                             
|Dated: |  |                                                                                                                                                                              |  |   | 



SIGNATURE PAGE FOLLOWS



134



---

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



Dated:



DELCO REMY INTERNATIONAL, INC.byName:Title:




byName: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



2



---

EXHIBIT A



FORM OF REVERSE SIDE OF EXCHANGE SECURITY

OR
PRIVATE EXCHANGE SECURITY



Second-Priority Senior Secured
Floating Rate Notes Due 2009



|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 a rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture) plus 4.0%, as determined by the Calculation Agent (as
defined in the Indenture)[; 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 quarterly in arrears to the holders of record of the Securities on January 15, April 15, July 15 and October 15 of each year, commencing July 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 amount of interest for each day that the Securities are outstanding (the
Daily Interest Amount) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Securities. The amount of interest to be paid on the Securities for each
Interest Period (as defined in the Indenture) will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one
hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The 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.



The
interest rate on the Securities shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.



---

|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.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

The Calculation Agent will, upon the request of any holder of Securities, provide the interest rate then
in effect with respect to the Securities. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company, the Subsidiary Guarantors and the holders of the Securities.



|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 January 1, April 1, July 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).



|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 secured obligations of the Company. The Initial Securities
issued on the Issue Date and all Exchange Securities or Private Exchange



2



---

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; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries;
engage in sale/leaseback transactions; amend the Security Documents relating to the Collateral; and materially impair the security interest in the Collateral. 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, 2006, the Company shall be entitled at its option on one or more occasions to redeem all or a portion
of the Securities 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
|2006                |  | 101.00%        
|2007                |  | 100.50%        
|2008 and thereafter |  | 100.00%        



In addition, prior to
April 15, 2006, the Company shall be entitled at its option on one or more occasions to redeem Securities in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities originally issued at a redemption price
of 100% of the principal amount thereof, plus a premium equal to the interest rate per annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest 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 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.



3



---

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



Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000. 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.



|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 secured basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture.



|9. | Security
|-- | --------



The Securities will be secured by a second-priority security interest (subject to Permitted Liens) in the Collateral. The Trustee and the Collateral
Agent, as the case may be, hold the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to
the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms
and the Indenture and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.



|10. | Denominations; Transfer; Exchange
|--- | ---------------------------------



The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require a



4



---

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.



|14. | Amendment, Waiver
|--- | -----------------



Subject to certain exceptions set forth in the Indenture, (a) the Indenture, the Security Documents, the Intercreditor Agreement 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, the
Security Documents, the Intercreditor Agreement 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 secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary
Guarantors, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to make amendments to provisions of the
Indenture relating to the form, authentication, transfer and legending of the Securities.



5



---

|15. | Defaults and Remedies
|--- | ---------------------



Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of principal on
the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor
to comply with other agreements in the Indenture 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; (g) certain defaults with respect to Subsidiary Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. 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 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.



6



---

|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 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.
|- | --------------------------------------------------------------------------------



7



---

ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to



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



(Insert assignees soc. sec. or tax I.D. No.)



and irrevocably appoint                      agent to transfer this
Security on the books of the Company. The agent may substitute another to act for him.



|      |  |                 |  | 
|----- |  | --------------- |  | 
|      |  |                 |  | 
|     
|      |  |                
|Date: |  | Your Signature: |  | 
|      |  |                
|      |  |                 |  | 
|     



Sign exactly as your name appears on
the other side of this Security.



8



---

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.





---

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 Second-Priority Senior Secured Notes Due 2009 (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 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: