INDENTURE



 





Exhibit 4.2




EXECUTION COPY














TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.,

as Issuer,




The GUARANTORS party hereto from time to time




and




U.S. Bank National Association, as Trustee










INDENTURE




Dated as of May 21, 2004










12.5% Senior Subordinated Notes due 2010, Series A




12.5% Senior Subordinated Notes due 2010, Series B
















 









 












CROSS-REFERENCE TABLE




	 	 	 
	TIA 	 	Indenture
	Section 
	 	Section

	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A
	(b)
	 	7.08; 7.10; 13.02
	(b)(1)
	 	7.10
	(b)(9)
	 	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)
	 	7.06; 13.02
	(d)
	 	7.06
	314(a)
	 	4.02; 4.08; 13.02
	(b)
	 	N.A.
	(c)(1)
	 	13.04; 13.05
	(c)(2)
	 	13.04; 13.05
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	13.05
	(f)
	 	N.A.
	315(a)
	 	7.01; 7.02
	(b)
	 	7.05; 13.02
	(c)
	 	7.01
	(d)
	 	6.05; 7.01; 7.02
	(e)
	 	6.11
	316(a) (last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	8.02
	(b)
	 	6.07
	(c)
	 	8.04
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	13.01













	N.A. means Not Applicable.
	 
	Note:	 	This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of this Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE 1 	 	 	 	 
	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE 	 	 	 	 
	Section 1.01.
	 	Definitions	 	 	1	 
	Section 1.02.
	 	Other Definitions	 	 	28	 
	Section 1.03.
	 	Incorporation by Reference of Trust Indenture Act	 	 	29	 
	Section 1.04.
	 	Rules of Construction	 	 	29	 
	 
	 	ARTICLE 2 	 	 	 	 
	 
	 	THE NOTES 	 	 	 	 
	Section 2.01.
	 	Form and Dating	 	 	30	 
	Section 2.02.
	 	Execution and Authentication	 	 	30	 
	Section 2.03.
	 	Registrar and Paying Agent	 	 	31	 
	Section 2.04.
	 	Paying Agent to Hold Assets in Trust	 	 	31	 
	Section 2.05.
	 	Noteholder Lists	 	 	32	 
	Section 2.06.
	 	Transfer and Exchange	 	 	32	 
	Section 2.07.
	 	Replacement Notes	 	 	32	 
	Section 2.08.
	 	Outstanding Notes	 	 	33	 
	Section 2.09.
	 	Treasury Notes	 	 	33	 
	Section 2.10.
	 	Temporary Notes	 	 	33	 
	Section 2.11.
	 	Cancellation	 	 	33	 
	Section 2.12.
	 	Defaulted Interest	 	 	34	 
	Section 2.13.
	 	Deposit of Moneys	 	 	34	 
	Section 2.14.
	 	CUSIP Number	 	 	34	 
	Section 2.15.
	 	Book-Entry Provisions for Global Notes	 	 	35	 
	Section 2.16.
	 	Registration of Transfers and Exchanges	 	 	35	 
	Section 2.17.
	 	Restrictive Legends	 	 	39	 
	Section 2.18.
	 	U.S. Tax Legend	 	 	41	 
	 
	 	ARTICLE 3 	 	 	 	 
	 
	 	REDEMPTION 	 	 	 	 
	Section 3.01.
	 	Notices to Trustee	 	 	41	 
	Section 3.02.
	 	Selection of Notes to Be Redeemed	 	 	41	 
	Section 3.03.
	 	Notice of Redemption	 	 	42	 
	Section 3.04.
	 	Effect of Notice of Redemption	 	 	42	 
	Section 3.05.
	 	Deposit of Redemption Price	 	 	43	 
	Section 3.06.
	 	Notes Redeemed in Part	 	 	43	 







-i-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE 4 	 	 	 	 
	 
	 	COVENANTS 	 	 	 	 
	Section 4.01.
	 	Payment of Notes	 	 	43	 
	Section 4.02.
	 	Provision of Financial Statements and Other Information	 	 	43	 
	Section 4.03.
	 	Waiver of Stay, Extension or Usury Laws	 	 	44	 
	Section 4.04.
	 	Compliance Certificate; Notice of Default; Tax Information	 	 	44	 
	Section 4.05.
	 	Payment of Taxes and Other Claims	 	 	45	 
	Section 4.06.
	 	Corporate Existence	 	 	45	 
	Section 4.07.
	 	Maintenance of Office or Agency	 	 	46	 
	Section 4.08.
	 	Compliance with Laws	 	 	46	 
	Section 4.09.
	 	Maintenance of Properties and Insurance	 	 	46	 
	Section 4.10.
	 	Limitation on Additional Indebtedness	 	 	47	 
	Section 4.11.
	 	Limitation on Restricted Payments	 	 	47	 
	Section 4.12.
	 	Limitation on Other Senior Subordinated Indebtedness	 	 	50	 
	Section 4.13.
	 	Limitation on Asset Sales	 	 	50	 
	Section 4.14.
	 	Limitation on Transactions with Affiliates	 	 	53	 
	Section 4.15.
	 	Limitation on Liens	 	 	54	 
	Section 4.16.
	 	Change of Control	 	 	54	 
	Section 4.17.
	 	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	 	 	56	 
	Section 4.18.
	 	Limitation on Conduct of Business	 	 	57	 
	Section 4.19.
	 	Limitation on Preferred Stock of Restricted Subsidiaries	 	 	58	 
	Section 4.20.
	 	Limitation on Creation of Subsidiaries	 	 	58	 
	Section 4.21.
	 	Limitation on Capital Stock of Restricted Subsidiaries	 	 	58	 
	Section 4.22.
	 	Limitation on Sale and Lease-Back Transactions	 	 	58	 
	Section 4.23.
	 	Payments for Consent	 	 	59	 
	 
	 	ARTICLE 5 	 	 	 	 
	 
	 	SUCCESSOR CORPORATION 	 	 	 	 
	Section 5.01.
	 	Limitation on Consolidation, Merger and Sale of Assets	 	 	59	 
	Section 5.02.
	 	Successor Person Substituted	 	 	60	 
	 
	 	ARTICLE 6 	 	 	 	 
	 
	 	DEFAULTS AND REMEDIES 	 	 	 	 
	Section 6.01.
	 	Events of Default	 	 	60	 
	Section 6.02.
	 	Acceleration	 	 	62	 
	Section 6.03.
	 	Other Remedies	 	 	63	 
	Section 6.04.
	 	Waiver of Past Defaults and Events of Default	 	 	63	 
	Section 6.05.
	 	Control by Majority	 	 	63	 
	Section 6.06.
	 	Limitation on Suits	 	 	64	 
	Section 6.07.
	 	Rights of Holders to Receive Payment	 	 	64	 







-ii-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 6.08.
	 	Collection Suit by Trustee	 	 	64	 
	Section 6.09.
	 	Trustee May File Proofs of Claim	 	 	65	 
	Section 6.10.
	 	Priorities	 	 	65	 
	Section 6.11.
	 	Undertaking for Costs	 	 	65	 
	 
	 	ARTICLE 7 	 	 	 	 
	 
	 	TRUSTEE 	 	 	 	 
	Section 7.01.
	 	Duties of Trustee	 	 	66	 
	Section 7.02.
	 	Rights of Trustee	 	 	67	 
	Section 7.03.
	 	Individual Rights of Trustee	 	 	67	 
	Section 7.04.
	 	Trustee's Disclaimer	 	 	67	 
	Section 7.05.
	 	Notice of Defaults	 	 	68	 
	Section 7.06.
	 	Reports by Trustee to Holders	 	 	68	 
	Section 7.07.
	 	Compensation and Indemnity	 	 	68	 
	Section 7.08.
	 	Replacement of Trustee	 	 	69	 
	Section 7.09.
	 	Successor Trustee by Consolidation, Merger or Conversion	 	 	70	 
	Section 7.10.
	 	Eligibility; Disqualification	 	 	70	 
	Section 7.11.
	 	Preferential Collection of Claims Against Company	 	 	70	 
	 
	 	ARTICLE 8 	 	 	 	 
	 
	 	AMENDMENTS, SUPPLEMENTS AND WAIVERS 	 	 	 	 
	Section 8.01.
	 	Without Consent of Holders	 	 	70	 
	Section 8.02.
	 	With Consent of Holders	 	 	71	 
	Section 8.03.
	 	Compliance with TIA	 	 	72	 
	Section 8.04.
	 	Revocation and Effect of Consents	 	 	72	 
	Section 8.05.
	 	Notation on or Exchange of Notes	 	 	73	 
	Section 8.06.
	 	Trustee to Sign Amendments, etc	 	 	73	 
	 
	 	ARTICLE 9 	 	 	 	 
	 
	 	DISCHARGE OF INDENTURE; DEFEASANCE 	 	 	 	 
	Section 9.01.
	 	Satisfaction and Discharge of Indenture	 	 	73	 
	Section 9.02.
	 	Legal Defeasance	 	 	74	 
	Section 9.03.
	 	Covenant Defeasance	 	 	75	 
	Section 9.04.
	 	Conditions to Legal Defeasance or Covenant Defeasance	 	 	76	 
	Section 9.05.
	 	Application of Trust Money	 	 	77	 
	Section 9.06.
	 	Repayment to the Company	 	 	78	 
	Section 9.07.
	 	Reinstatement	 	 	78	 







-iii-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE 10 	 	 	 	 
	 
	 	GUARANTEE 	 	 	 	 
	Section 10.01.
	 	Unconditional Guarantee	 	 	78	 
	Section 10.02.
	 	Severability	 	 	79	 
	Section 10.03.
	 	Limitation on Guarantor's Liability; Contribution	 	 	79	 
	Section 10.04.
	 	Successors and Assigns	 	 	79	 
	Section 10.05.
	 	No Waiver	 	 	80	 
	Section 10.06.
	 	Release of Guarantor	 	 	80	 
	Section 10.07.
	 	Execution of Supplemental Indenture for Future Guarantors	 	 	80	 
	Section 10.08.
	 	Execution and Delivery of Guarantee	 	 	80	 
	Section 10.09.
	 	Subordination of Subrogation and Other Rights	 	 	81	 
	 
	 	ARTICLE 11 	 	 	 	 
	 
	 	SUBORDINATION OF GUARANTEE 	 	 	 	 
	Section 11.01.
	 	Guarantee Obligations Subordinated to Guarantor Senior Indebtedness	 	 	81	 
	Section 11.02.
	 	Payment Over of Proceeds upon Dissolution, etc	 	 	81	 
	Section 11.03.
	 	Suspension of Guaranteed
Obligations When Guarantor Senior Indebtedness in Default	 	 	82	 
	Section 11.04.
	 	Trustee’s Relation to Guarantor Senior Indebtedness	 	 	84	 
	Section 11.05.
	 	Subrogation	 	 	84	 
	Section 11.06.
	 	Guarantee Subordination Provisions Solely to Define Relative Rights	 	 	85	 
	Section 11.07.
	 	Trustee to Effectuate Subordination	 	 	85	 
	Section 11.08.
	 	No Waiver of Subordination Provisions	 	 	85	 
	Section 11.09.
	 	Notice to Trustee	 	 	86	 
	Section 11.10.
	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	 	86	 
	Section 11.11.
	 	No Suspension of Remedies	 	 	87	 
	 
	 	ARTICLE 12 	 	 	 	 
	 
	 	SUBORDINATION OF NOTES 	 	 	 	 
	Section 12.01.
	 	Notes Subordinate to Senior Indebtedness	 	 	87	 
	Section 12.02.
	 	Payment Over of Proceeds upon Dissolution, etc	 	 	87	 
	Section 12.03.
	 	Suspension of Payment When Senior Indebtedness in Default	 	 	88	 
	Section 12.04.
	 	Trustee’s Relation to Senior Indebtedness	 	 	89	 
	Section 12.05.
	 	Subrogation	 	 	90	 
	Section 12.06.
	 	Provisions Solely to Define Relative Rights	 	 	90	 
	Section 12.07.
	 	Trustee to Effectuate Subordination	 	 	91	 
	Section 12.08.
	 	No Waiver of Subordination Provisions	 	 	91	 
	Section 12.09.
	 	Notice to Trustee	 	 	91	 
	Section 12.10.
	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	 	92	 
	Section 12.11.
	 	No Suspension of Remedies	 	 	92	 







-iv-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE 13 	 	 	 	 
	 
	 	MISCELLANEOUS 	 	 	 	 
	Section 13.01.
	 	TIA Controls	 	 	92	 
	Section 13.02.
	 	Notices	 	 	92	 
	Section 13.03.
	 	Communications by Holders with Other Holders	 	 	94	 
	Section 13.04.
	 	Certificate and Opinion as to Conditions Precedent	 	 	94	 
	Section 13.05.
	 	Statements Required in Certificate and Opinion.	 	 	94	 
	Section 13.06.
	 	Rules by Trustee and Agents	 	 	94	 
	Section 13.07.
	 	Business Days; Legal Holidays	 	 	94	 
	Section 13.08.
	 	Governing Law	 	 	95	 
	Section 13.09.
	 	No Adverse Interpretation of Other Agreements	 	 	95	 
	Section 13.10.
	 	No Recourse Against Others	 	 	95	 
	Section 13.11.
	 	Successors	 	 	95	 
	Section 13.12.
	 	Multiple Counterparts	 	 	95	 
	Section 13.13.
	 	Table of Contents, Headings, etc	 	 	95	 
	Section 13.14.
	 	Separability	 	 	95	 
	EXHIBITS
	 	 	 	 	 	 
	Exhibit A
	 	Form of Series A Note	 	 	A-1	 
	Exhibit B
	 	Form of Series B Note	 	 	B-1	 
	Exhibit C
	 	Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors	 	 	C-1	 
	Exhibit D
	 	Form of Transferee Letter of
Representation	 	 	D-1	 
	Exhibit E
	 	Form of Certificate to Be Delivered in Connection with Regulation S Transfers	 	 	E-1	 
	Exhibit F
	 	Form of Supplemental Indenture	 	 	F-1	 
	Exhibit G
	 	Form of Registration Rights Agreement	 	 	G-1	 







-v-









 






          INDENTURE, dated as of May 21, 2004, among Transportation Technologies
Industries, Inc., a Delaware corporation (the “Company”), each of the
GUARANTORS (as defined herein) and U.S. Bank National Association, a national
banking association, as Trustee (the “Trustee”).



          The Company has duly authorized the creation of an issue of 12.5% Senior
Subordinated Notes due 2010, Series A (the “Initial Notes”) and 12.5% Senior
Subordinated Notes due 2010, Series B (the “Exchange Notes”) and, to provide
therefor, the Company and each Guarantor have duly authorized the execution and
delivery of this Indenture. All things necessary to make the Notes, when duly
issued and executed by the Company, and authenticated and delivered hereunder,
the valid obligations of the Company, and to make this Indenture a valid and
binding agreement of the Company and the Guarantors, have been done.



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



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01. Definitions.



          “Acquired Indebtedness” means Indebtedness of a Person (including an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or is merged into or consolidated with any other Person or which is
assumed in connection with the acquisition of assets from such Person and, in
each case, whether or not incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
or such merger, consolidation or acquisition.



          “Additional Interest” has the meaning provided for such term in the
Registration Rights Agreement.



          “Adjusted Net Assets” of any Person at any date shall mean the lesser of
the amount by which




     (1) the fair value of the Property of such Person exceeds the total
amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent
liabilities), but excluding liabilities under the Guarantee of such
Person at such date; and




     (2) the present fair salable value of the assets of such Person at
such date exceeds the amount that will be required to pay the probable
liability of such Person on its debts (after giving effect to all other
fixed and contingent liabilities and after giving effect to any
collection from any Subsidiary of such Person in respect of the
obligations of such Person under the Guarantee of such Person), excluding
Indebtedness in respect of the Guarantee of such Person, as they become
absolute and matured.



          “Affiliate” means, with respect to any specific Person, any other Person
that directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, “control” (including, with correlative



 









 




meanings, the terms “controlling,” “controlled by” and “under common
control with”), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that, for purposes of Section
4.14, beneficial ownership of at least 10% of the voting securities of a
Person, either directly or indirectly, shall be deemed to be control.




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



          “Asset Acquisition” means




     (1) an Investment by the Company or any Restricted Subsidiary of the
Company in any other Person (other than Investments in the Company or any
existing Restricted Subsidiary of the Company) pursuant to which such
Person becomes a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or is merged with or into the Company or any
Restricted Subsidiary of the Company or




     (2) the acquisition by the Company or any Restricted Subsidiary of
the Company of the assets of any Person (other than a Restricted
Subsidiary of the Company) which constitute all or substantially all of
the assets of such Person or comprise any division or line of business of
such Person or any other Properties or assets of such Person other than
in the ordinary course of business.



          “Asset Sale” means any direct or indirect sale, issuance, conveyance,
assignment, transfer, lease or other disposition (including any Sale and
Lease-Back Transaction), other than to the Company or any of its Wholly Owned
Subsidiaries, in any single transaction or series of related transactions of




     (1) any Capital Stock of or other equity interest in any Restricted
Subsidiary of the Company; or




     (2) any other Property or assets of the Company or of any Restricted
Subsidiary thereof;




provided that Asset Sales do not include




     (1) receipt of proceeds from transactions that involve assets, in
each fiscal year of the Company, having a fair market value or for which
the Company or its Restricted Subsidiaries receive aggregate
consideration of no more than $1,000,000;




     (2) sales of inventory and the Company’s products in the ordinary
course of business and consistent with past practices;




     (3) the sale, lease, conveyance, disposition or other transfer of
all or substantially all of the assets of the Company as permitted under
Section 5.01 of this Indenture;




     (4) sales of Cash Equivalents;





     (5) granting of Liens not otherwise prohibited by this Indenture;



-2-









 






     (6) leases or subleases to third persons in the ordinary course of
business that do not interfere in any material respect with the business
of the Company or any of its Restricted Subsidiaries;




     (7) sales or other disposition of assets that are obsolete,
uneconomic, negligible, worn out or surplus in the ordinary course of
business;




     (8) sales of assets in connection with Sale and Lease-Back
Transactions that occur substantially contemporaneously with the
acquisition of such assets by the Company and its Restricted
Subsidiaries; provided that such Sale and Lease-Back Transactions occur
no later than 180 days after the acquisition of such assets; and




     (9) issuances of directors’ qualifying shares.



          “Asset Sale Proceeds” means, with respect to any Asset Sale,



          (1) cash received by the Company or any Restricted Subsidiary of the
Company from such Asset Sale (including cash received as consideration for the
assumption of liabilities incurred in connection with or in anticipation of
such Asset Sale), after




     (a) provision for all income or other taxes measured by or
resulting from such Asset Sale;




     (b) payment of all brokerage commissions, underwriting and
other fees and expenses related to, and other costs and charges
incurred in connection with, such Asset Sale;




     (c) provision for minority interest holders in any Restricted
Subsidiary of the Company as a result of such Asset Sale;




     (d) repayment of Indebtedness that is secured by the assets
subject to such Asset Sale or otherwise required to be repaid in
connection with such Asset Sale;




     (e) deduction of appropriate amounts to be provided by the
Company or a Restricted Subsidiary of the Company as a reserve, in
accordance with GAAP, against any liabilities associated with the
assets sold or disposed of in such Asset Sale and retained by the
Company or a Restricted Subsidiary after such Asset Sale,
including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with
the assets sold or disposed of in such Asset Sale; and




     (f) any amounts required to be placed by the Company or any
Restricted Subsidiary of the Company in a restricted escrow or
reserve account by the terms of the agreements pursuant to which
the Asset Sale is made, provided that any such amounts shall be
deemed to be Asset Sale Proceeds of an Asset Sale upon the release
of such amounts to the Company or any Subsidiary; and



          (2) promissory notes and other non-cash consideration received by the
Company or any Restricted Subsidiary of the Company from such Asset Sale or
other disposition upon the liquidation or conversion of such promissory notes
or non-cash consideration into cash.



-3-









 





          “Attributable Indebtedness” in respect of a Sale and Lease-Back
Transaction means, as at the time of determination the present value
(discounted at the rate of interest implicit in such transaction, determined in
accordance with GAAP) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale and
Lease-Back Transaction (including any period for which such lease has been
extended).



          “Available Asset Sale Proceeds” means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sale that have not been applied
in accordance with clause (3)(a) or (3)(b), and which have not yet been the
basis for an Excess Proceeds Offer in accordance with clause (3)(c) of Section
4.13(a).



          “Board of Directors” means, as to any Person, the board of directors of
such Person or any duly authorized committee thereof (which, with respect to
any Person that is not a corporation, shall include any board, committee,
person or other group having similar authority and responsibilities).



          “Board Resolution” means with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification and delivered to the
Trustee.



          “Borrowing Base” means, as of any date, an amount equal to the sum of (i)
60% of the aggregate book value of inventory (adjusted to include any LIFO
reserves) and (ii) 85% of the aggregate book value of all accounts receivable
(net of bad debt reserves) of the Company and its Restricted Subsidiaries on a
consolidated basis, as determined in accordance with GAAP consistently applied.
To the extent that information is not available as to the amount of inventory
or accounts receivable as of a specific date, the Company shall use the most
recent available information for purposes of calculating the Borrowing Base.



          “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, partnership or limited liability company
interests or any other participation, right or other interest in the nature of
an equity interest in such Person including, without limitation, Common Stock
and Preferred Stock of such Person, or any option, warrant or other security
convertible into any of the foregoing.



          “Capitalized Lease Obligations” means with respect to any Person,
Indebtedness represented by obligations under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such Indebtedness shall be the capitalized amount of such obligations
determined in accordance with GAAP.



          “Cash Equivalents” means




     (1) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States Government or issued by any agency or
instrumentality thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof;




     (2) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of



-4-









 






the two highest ratings obtainable from either Standard & Poor’s, a
division of The McGraw Hill Companies, Inc. (“S&P”) or Moody’s Investors
Service, Inc. (“Moody’s”);




     (3) commercial paper maturing no more than one year from the date of
creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or at least P-1 from Moody’s;




     (4) certificates of deposit or bankers’ acceptances maturing within
one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States of America or any state
thereof or the District of Columbia or any U.S. branch of a foreign bank
having at the date of acquisition thereof combined capital and surplus of
not less than $250,000,000;




     (5) 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 any bank meeting the qualifications specified in clause (4)
above; and




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




     “Certificated Notes” means one or more certificated Notes in registered
form.




     A “Change of Control” of the Company shall be deemed to have occurred at
such time as




     (1) any Person or group of related Persons for purposes of Section
13(d) of the Exchange Act (a “Group”), other than a Permitted Holder,
becomes the beneficial owner (as defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act, except
that a Person shall be deemed to have “beneficial ownership” of all
securities that such Person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time) of 50% or
more of the total voting power of the Company’s Capital Stock;




     (2) there is consummated any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any Person or Group, together with any
Affiliates thereof (whether or not otherwise in compliance with the
provisions of this Indenture), other than to the Company, any of its
Restricted Subsidiaries or the Permitted Holders; or




     (3) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the stockholders of the
Company has been approved by a majority of the directors then still in
office who either were directors at the beginning of such period or whose
election or recommendation for election was previously so approved) cease
to constitute a majority of the Board of Directors of the Company.




     “Commission” means the United States Securities and Exchange Commission.




     “Common Stock” of any Person means all Capital Stock of such Person that
is generally entitled to



-5-









 






     (1) vote in the election of directors of such Person; or




     (2) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or
others that will control the management and policies of such Person.



          “Company” means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 and
thereafter means the successor.



          “Consolidated Fixed Charge Coverage Ratio” means, with respect to any
Person, the ratio of EBITDA of such Person during the four full fiscal quarters
(the “Four Quarter Period”) ending on or prior to the date of the transaction
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio (the “Transaction Date”) to Consolidated Fixed Charges of such Person for
the Four Quarter Period. In addition to and without limitation of the
foregoing, for purposes of this definition, “EBITDA” and “Consolidated Fixed
Charges” shall be calculated after giving effect on a pro forma basis for the
period of such calculation to




     (1) the incurrence or repayment of any Indebtedness of such Person
or any of its Restricted Subsidiaries or the issuance or redemption or
other repayment of Preferred Stock of any such Restricted Subsidiary (and
the application of the proceeds thereof) giving rise to the need to make
such calculation and any incurrence or repayment of other Indebtedness
and, in the case of any Restricted Subsidiary, the issuance or redemption
or other repayment of Preferred Stock (and the application of the
proceeds thereof), other than the incurrence or repayment of Indebtedness
in the ordinary course of business for working capital purposes pursuant
to working capital facilities, occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and
on or prior to the Transaction Date, as if such incurrence or repayment
or issuance or redemption or other repayment, as the case may be (and the
application of the proceeds thereof), occurred on the first day of the
Four Quarter Period; and




     (2) any Asset Sales or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as
a result of the Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness and also including any EBITDA (provided
that such EBITDA shall be included only to the extent that Consolidated
Net Income would be includable pursuant to the definition of
“Consolidated Net Income”) attributable to the assets which are the
subject of the Asset Acquisition or Asset Sale during the Four Quarter
Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to
the Transaction Date, as if such Asset Sale or Asset Acquisition
(including the incurrence, assumption or liability for any such Acquired
Indebtedness) occurred on the first day of the Four Quarter Period.



          If such Person or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating
“Consolidated Fixed Charges” for purposes of determining the denominator (but
not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,”




     (1) interest on outstanding Indebtedness determined on a fluctuating
basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have



-6-









 






     accrued at a fixed rate per annum equal to the rate of interest on
such Indebtedness in effect on the Transaction Date;




     (2) if interest on any Indebtedness actually incurred on the
Transaction Date may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rates, then the interest rate in effect on the
Transaction Date will be deemed to have been in effect during the Four
Quarter Period; and




     (3) notwithstanding clause (1) above, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered
by one or more agreements in respect of Hedging Obligations, shall be
deemed to accrue at the rate per annum resulting after giving effect to
the operation of such agreements.



          For purposes of this definition, any pro forma calculation shall be made
in good faith by a responsible financial or accounting officer of the Company
consistent with Regulation S-X of the Exchange Act.



          “Consolidated Fixed Charges” means, with respect to any Person, for any
period, the sum, without duplication of Consolidated Interest Expense, plus the
amount of all cash dividend payments on any series of Preferred Stock of such
Person and its Restricted Subsidiaries paid during such period.



          “Consolidated Interest Expense” means, with respect to any Person, without
duplication, for any period, the aggregate amount of interest expense which, in
conformity with GAAP, would be set forth opposite the caption “interest
expense” or any like caption on an income statement for such Person and its
Restricted Subsidiaries on a consolidated basis including, but not limited to,




     (1) imputed interest included in Capitalized Lease Obligations;




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




     (3) the net payment obligations associated with Hedging Obligations;




     (4) amortization of financing fees and expenses and the write-off of
deferred financing costs;




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




     (6) amortization of discount or premium, if any;




     (7) all non-cash interest expense (other than interest amortized to
cost of sales);




     (8) all capitalized interest for such period; and




     (9) all interest incurred or paid under any guarantee of
Indebtedness (including a guarantee of principal, interest or any
combination thereof) of any Person.




     “Consolidated Leverage Ratio” means, with respect to any Person, the ratio
of



-7-









 






     (1) the aggregate outstanding amount of Indebtedness (excluding the
aggregate undrawn amount of all outstanding letters of credit) of such
Person and its Restricted Subsidiaries and Preferred Stock of any such
Restricted Subsidiary as of the date of calculation (the “Transaction
Date”) on a consolidated basis determined in accordance with GAAP to




     (2) such Person’s EBITDA for the four full fiscal quarters (the
“Four Quarter Period”) ending on or prior to the Transaction Date.


For purposes of this definition, clauses (1) and (2) above will be calculated
after giving effect on a pro forma basis to





     (1) the incurrence or repayment of any Indebtedness of such Person
or any of its Restricted Subsidiaries giving rise to the need to make
such calculation and any incurrence or repayment of other Indebtedness,
other than the incurrence or repayment of Indebtedness in the ordinary
course of business for working capital purposes pursuant to working
capital facilities, occurring during the Four Quarter Period or at any
time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such incurrence or repayment, as the
case may be (and the application of the proceeds thereof), occurred on
the first day of the Four Quarter Period; and




     (2) any Asset Sales or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as
a result of the Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness and also including any EBITDA (provided
that such EBITDA will be included only to the extent that Consolidated
Net Income would be includable pursuant to the definition of
“Consolidated Net Income”) attributable to the assets which are the
subject of the Asset Acquisition or Asset Sale during the Four Quarter
Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to
the Transaction Date, as if such Asset Sale or Asset Acquisition
(including the incurrence, assumption or liability for any such Acquired
Indebtedness) occurred on the first day of the Four Quarter Period.


If such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence will give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness. For purposes of this definition, any pro
forma calculation shall be made in good faith by a responsible financial or
accounting officer of the Company consistent with Regulation S-X of the
Exchange Act.




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




     (1) the Net Income of any Person, other than a Restricted Subsidiary
of the referent Person, shall be included only to the extent of the
amount of dividends or distributions paid to the referent Person or a
Restricted Subsidiary of such referent Person;




     (2) the Net Income of any Restricted Subsidiary of the Person in
question that is subject to any restriction or limitation on the payment
of dividends or the making of other distributions shall be excluded to
the extent of such restriction or limitation;



-8-









 






     (3) solely for the purposes of determining the aggregate amount
available for Restricted Payments under clause (a)(3)(A) of Section 4.11,
the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded;




     (4) any net gain (but not loss) resulting from an Asset Sale by the
Person in question or any of its Restricted Subsidiaries other than in
the ordinary course of business shall be excluded;




     (5) extraordinary gains and losses shall be excluded;




     (6) income or loss attributable to discontinued operations
(including, without limitation, operations disposed of during such period
whether or not such operations were classified as discontinued) shall be
excluded; and




     (7) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Person’s
assets, any earnings of the successor corporation prior to such
consolidation, merger or transfer of assets shall be excluded.



          “Consolidated Net Worth” of any Person means the consolidated
shareholders’ equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.



          “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at 60
Livingston Avenue, St. Paul, MN 55107.



          “Cumulative Consolidated Net Income” means, with respect to any Person, as
of any date of determination, Consolidated Net Income from April 1, 2004 to the
end of such Person’s most recently ended full fiscal quarter prior to such
date, taken as a single accounting period.



          “Default” means an event or condition the occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of
Default.



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



          “Designated Senior Indebtedness” as to the Company or any Guarantor, as
the case may be, means




     (1) any Senior Indebtedness under any Senior Credit Facility; and




     (2) any other Senior Indebtedness which at the time of determination
exceeds $10,000,000 in aggregate principal amount (or accreted value in
the case of Indebtedness issued at a discount) outstanding or available
under a committed facility, which is specifically designated in the
instrument evidencing such Senior Indebtedness as “Designated Senior
Indebtedness” by such Person and as to which the Trustee has been given
written notice of such designation.



-9-









 





          “Disqualified Capital Stock” means any Capital Stock of a Person or a
Restricted Subsidiary thereof 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, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the maturity date of the Notes, for cash; provided, however, that
Preferred Stock of a Person or any Restricted Subsidiary thereof that is issued
with the benefit of provisions requiring a change of control offer or an asset
sale offer to be made for such Preferred Stock in the event of a change of
control or an asset sale offer of such Person or Restricted Subsidiary which
provisions have substantially the same effect as the provisions described under
Section 4.17 shall not be deemed to be Disqualified Capital Stock solely by
virtue of such provisions. Notwithstanding anything to contrary herein, for
purposes of the definition of “Indebtedness,” the Existing Preferred Stock
shall not constitute Disqualified Capital Stock for purposes of this Indenture
as long as the terms thereof do not provide for any mandatory sinking fund
payment, redemption or other acceleration requirements until after the payment
in full in cash of the obligations under the Notes (other than contingent
indemnification obligations).



          “EBITDA” means, with respect to any Person and its Restricted
Subsidiaries, for any period, an amount equal to




     (1) the sum of




     (a) Consolidated Net Income for such period, plus




     (b) the provision for taxes for such period based on income or
profits to the extent such income or profits were included in
computing Consolidated Net Income and any provision for taxes
utilized in computing net loss under clause (a) hereof, plus




     (c) Consolidated Interest Expense for such period, plus




     (d) depreciation for such period on a consolidated basis, plus




     (e) amortization of intangibles for such period on a
consolidated basis, plus




     (f) any other non-cash items reducing Consolidated Net Income
for such period, other than non-cash items that represent accruals
of, or reserves for, cash disbursements to be made in any future
period; minus




     (2) all non-cash items increasing Consolidated Net Income for such
period, all for such Person and its Restricted Subsidiaries determined on
a consolidated basis in accordance with GAAP.



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



          “Exchange Notes” has the meaning provided in the preamble to this
Indenture.



          “Existing Notes” means the Senior Subordinated Increasing Rate Notes
issued under the Purchase Agreement.



-10-









 





          “Existing Preferred Stock” means, collectively, the Series A Preferred
Stock, the Series C Preferred Stock, the Series D Preferred Stock and the
Series E Preferred Stock.



          “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 shall be determined by the Board of Directors of the Company
acting reasonably and in good faith and shall be evidenced by a Board
Resolution.



          “First Lien Credit Agreement” means the First Lien Secured Credit
Facility, dated as of March 16, 2004, by and among the Company, the lenders
party thereto from time to time and Lehman Brothers Inc., Lehman Commercial
Paper Inc., Wachovia Capital Markets, LLC and Credit Suisse First Boston, as
amended from time to time.



          “Foreign Restricted Subsidiary” means a Restricted Subsidiary that is
incorporated in a jurisdiction other than the United States or a State thereof
or the District of Columbia.



          “GAAP” means generally accepted accounting principles consistently applied
as in effect in the United States from time to time.



          “Guarantee” means the guarantee by each Guarantor of the obligations of
the Company with respect to the Notes.



          “Guarantor” means the issuer at any time of a Guarantee (so long as such
Guarantee remains outstanding).



          “Guarantor Senior Indebtedness” means the principal of and premium, if
any, and interest on and any and all other fees, expense reimbursement
obligations and other amounts due pursuant to the terms of all agreements,
documents and instruments providing for, creating, securing or evidencing or
otherwise entered into in connection with




     (1) all Indebtedness of any Guarantor owed to lenders under any
Senior Credit Facility;




     (2) all obligations of any Guarantor with respect to Hedging
Obligations;




     (3) all obligations of any Guarantor to reimburse any bank or other
Person in respect of amounts paid under letters of credit, acceptances or
other similar instruments;




     (4) all other Indebtedness of any Guarantor which does not provide
that it is to rank pari passu with or subordinate to the Guarantee of
such Guarantor; and




     (5) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the Guarantor Senior
Indebtedness described above.



          Notwithstanding anything to the contrary in the foregoing, Guarantor
Senior Indebtedness shall not include




     (1) Indebtedness of any Guarantor to any of its Subsidiaries, or to
any Affiliate of such Guarantor or any of such Affiliate’s Subsidiaries;



-11-









 






     (2) Indebtedness represented by the Guarantees;




     (3) any Indebtedness which by the express terms of the agreement or
instrument creating, evidencing or governing the same is junior or
subordinate in right of payment to any item of Guarantor Senior
Indebtedness;




     (4) any trade payable arising from the purchase of goods or
materials or for services obtained in the ordinary course of business;




     (5) Indebtedness incurred in violation of this Indenture;




     (6) Indebtedness represented by Disqualified Capital Stock; and




     (7) any Indebtedness to or guaranteed on behalf of, any shareholder,
director, officer or employee of such Guarantor or any Subsidiary of such
Guarantor.



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




     (1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements and




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



          “Holder” or “Noteholder” means a Person in whose name a Note is registered
on the Registrar’s books.



          “incur” means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
guarantee or otherwise become liable in respect of such Indebtedness or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Indebtedness or other obligation on the balance sheet of such Person (and
“incurrence,” “incurred” and “incurring” shall have meanings correlative to the
foregoing); provided that a change in GAAP that results in an obligation of
such Person that exists at such time becoming Indebtedness shall not be deemed
an incurrence of such Indebtedness.



          “Indebtedness” means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
Property if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP, and shall also include, to the extent not otherwise included,




     (1) any Capitalized Lease Obligations of such Person;




     (2) obligations secured by a lien to which the Property or assets
owned or held by such Person is subject, whether or not the obligation or
obligations secured thereby have been assumed, provided that the amount
of Indebtedness attributed to such obligations shall not exceed the fair
market value of the Property or assets securing such obligations;



-12-









 






     (3) guarantees of (or obligations with respect to letters of credit
supporting) obligations of other Persons which would be included within
this definition as Indebtedness for such other Persons (whether or not
such items would appear upon the balance sheet of the guarantor);




     (4) all obligations for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction;




     (5) Disqualified Capital Stock of such Person or any Restricted
Subsidiary thereof; and




     (6) hedging obligations of any such Person applicable to any of the
foregoing (if and to the extent such hedging obligations would appear as
a liability upon a balance sheet of such Person prepared in accordance
with GAAP).


The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum reasonably anticipated
liability upon the occurrence of the contingency giving rise to the obligation
as determined in good faith by the Person incurring such liability; provided
that





     (1) the amount outstanding at any time of any Indebtedness issued
with original issue discount is the principal amount of such Indebtedness
less the remaining unamortized portion of the original issue discount of
such Indebtedness at such time as determined in conformity with GAAP; and




     (2) Indebtedness shall not include




     (a) any liability for federal, state, local or other taxes, and




     (b) any accounts payable, trade payables and other accrued
liabilities arising in the ordinary course of business.



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



          “Independent Financial Advisor” means an investment banking firm of
national reputation in the United States




     (1) which does not, and whose directors, officers and employees or
Affiliates do not, have a direct or indirect financial interest in the
Company, and




     (2) which, in the judgment of the Board of Directors of the Company,
is otherwise independent and qualified to perform the task for which it
is to be engaged.



          “Initial Notes” has the meaning provided in the preamble to this
Indenture.



          “Institutional Accredited Investor” means an institution that is an
“accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or
(7) promulgated under the Securities Act.



          “Interest Payment Date” means the stated maturity of an installment of
interest on the Notes.



-13-









 





          “Investments” means, with respect to any Person, directly or indirectly,
any advance, account receivable (other than an account receivable arising in
the ordinary course of business of such Person), loan or capital contribution
to (by means of transfers of Property to others, payments for Property or
services for the account or use of others or otherwise), the purchase of any
Capital Stock, bonds, notes, debentures, partnership or joint venture interests
or other securities of, the acquisition, by purchase or otherwise, of all or
substantially all of the business or assets or stock or other evidence of
beneficial ownership of, any Person or the making of any investment in any
Person. Investments exclude




     (1) extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices of such Person; and




     (2) the repurchase of securities of any Person by such Person.


For the purposes of Section 4.11 of this Indenture, (1) “Investments” (a)
include and are valued at the fair market value of the net assets of any
Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary and (b) exclude the fair market value of the net
assets of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary, provided that, in no event
may such amount exceed the net amount of any Investments constituting
Restricted Payments made in such Subsidiary after the Issue Date and (2) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced
by the (i) amount returned in cash with respect to such Investment whether
through interest payments, principal payments, dividends or other distributions
and (ii) proceeds received by the Company or any of its Restricted Subsidiaries
from the disposition, retirement or redemption of all or any portion of such
Investment; provided that the aggregate of all such reductions may not exceed
the amount of such initial Investment plus the cost of all additional
Investments; provided, further, that no such payment of distributions or
receipt of any such other amounts may reduce the amount of any Investment if
such payment of distributions or receipt of any such amounts would be included
in Consolidated Net Income. If the Company or any Restricted Subsidiary of the
Company sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, the Company no longer owns, directly or
indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Common Stock of such
Restricted Subsidiary not sold or disposed of.




          “Issue Date” means May 21, 2004, the date that Initial Notes are issued
under this Indenture.



          “Lien” means, with respect to any Property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such Property or assets
(including without limitation, any Capitalized Lease Obligation, conditional
sales or other title retention agreement having substantially the same economic
effect as any of the foregoing).



          “Maturity Date” means March 31, 2010.



          “Monitoring Agreement” means the Amended and Restated Monitoring Services
Agreement dated as of May 17, 2004, by and among the Company and Transportation
Investment Partners,



-14-









 




L.L.C., Caravelle Investment Fund, L.L.C., Albion Alliance Mezzanine Fund,
L.P., Albion Alliance Mezzanine Fund II, L.P., Trimaran Fund Management, L.L.C.
and Albion Alliance, LLC.




          “Net Income” means, with respect to any Person, for any period, the net
income (loss) of such Person determined in accordance with GAAP.



          “Net Proceeds” means




     (1) in the case of any sale of Capital Stock by or equity
contribution to any Person, the aggregate net cash proceeds received by
such Person, after payment of expenses, commissions and the like incurred
in connection therewith,




     (2) in the case of any exchange, exercise, conversion or surrender
of outstanding securities of any kind for or into shares of Capital Stock
of the Company which is not Disqualified Capital Stock, the net book
value of such outstanding securities on the date of such exchange,
exercise, conversion or surrender (plus any additional amount required to
be paid by the holder to such Person upon such exchange, exercise,
conversion or surrender, less any and all payments made to the holders,
e.g., on account of fractional shares and less all expenses incurred by
such Person in connection therewith), and




     (3) in the case of any issuance of any Indebtedness by the Company
or any Restricted Subsidiary, the aggregate net cash proceeds received by
such Person after the payment of expenses, commissions, underwriting
discounts and the like incurred in connection therewith.



          “New Credit Facilities” means the First Lien Credit Agreement together
with the Second Lien Credit Agreement.



          “Non-Payment Event of Default” means any event (other than a Payment
Default) the occurrence of which entitles one or more Persons to accelerate the
maturity of any Designated Senior Indebtedness.



          “Notes” means the Initial Notes, the Subsequent Notes and the Exchange
Notes treated as a single class of securities, as amended or supplemented from
time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture.



          “Officer” means, with respect to any Person, the Chief Executive Officer,
the Chief Financial Officer, Chief Accounting Officer, Treasurer, President or
any Vice President of such Person.



          “Officers’ Certificate” means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President or any Vice President and
the Chief Financial Officer, Chief Accounting Officer or any Treasurer of such
Person that shall comply with applicable provisions of this Indenture.



          “Opinion of Counsel” means a written opinion from legal counsel who and
which is reasonably acceptable to the Trustee complying with the requirements
of this Indenture. Such legal counsel shall be outside counsel and not an
employee of or in-house counsel to the Company.



          “Payment Default” means any default, whether or not any requirement for
the giving of notice, the lapse of time or both, or any other condition to such
default becoming an event of default has



-15-









 




occurred, in the payment of principal of or premium, if any, or interest
on or any other amount payable in connection with Designated Senior
Indebtedness.




          “Permitted Asset Swap” means, with respect to any Person, the
substantially concurrent exchange of assets of such Person for assets of
another Person which are useful to the business of such aforementioned Person.



          “Permitted Holders” means (a) (i) CIBC Inc., (ii) Caravelle Investment
Fund, L.L.C., (iii) Albion Alliance Mezzanine Fund, L.P., (iv) Albion Alliance
Mezzanine Fund II, L.P., (v) Trimaran Fund II, L.L.C., (vi) Transportation
Investment Partners, L.L.C., (vii) any Affiliate of any Person named in clauses
(a)(i) through (a)(vi) (collectively, the “Institutional Investors”) and (viii)
with respect to any Institutional Investor, any Person managed by such
Institutional Investor or any of its Affiliates (other than their other
portfolio companies), and (b)(i) Thomas Begel, (ii) Andrew Weller, (iii)
Camillo Santomero, (iv) James Cirar and (v) Persons that are wholly owned by
the individuals named in clauses (b)(i) through (b)(iv) above.



          “Permitted Indebtedness” means:




     (1) Indebtedness of the Company or any Restricted Subsidiary
incurred pursuant to one or more Term Loan Facilities not to exceed $215
million aggregate principal amount at any time outstanding, less the
amount of any repayments of principal made since the Issue Date;




     (2) Indebtedness of the Company or any Restricted Subsidiary
incurred pursuant to one or more Revolving Facilities in a principal
amount outstanding at any time not to exceed the greater of (A) $50
million and (B) the Borrowing Base;




     (3) Indebtedness under the Notes, this Indenture and the Guarantees;




     (4) Indebtedness not covered by any other clause of this definition
which is outstanding on the Issue Date reduced by the amount of any
mandatory prepayments, permanent reductions or scheduled payments
actually made thereunder;




     (5) Indebtedness of the Company to any Wholly Owned Subsidiary and
Indebtedness of any Wholly Owned Subsidiary to the Company or another
Wholly Owned Subsidiary, in each case subject to no Lien held by a Person
other than the Company; provided, however, that:




     (a) (i) if the Company is the obligor on such Indebtedness or
(ii) any Guarantor is the obligor on such Indebtedness, other than
if the Indebtedness is owed to the Company, then, in each case,
such Indebtedness must be expressly subordinate in right of payment
to the prior payment in full in cash of all obligations with
respect to the Notes, in the case of the Company, or the Guarantee
of such Guarantor, in the case of a Guarantor; and




     (b) if as of any date any Person other than the Company or a
Wholly Owned Subsidiary of the Company owns or holds any such
Indebtedness or if as of any date any Person other than the Company
holds a Lien in respect of such Indebtedness, such date shall be
deemed to be the incurrence of Indebtedness not constituting
Permitted Indebtedness by the issuer of such Indebtedness;



-16-









 






     (6) Purchase Money Indebtedness of the Company or any Restricted
Subsidiary and Capitalized Lease Obligations of the Company or any
Restricted Subsidiary incurred to acquire Property in the ordinary course
of business which Purchase Money Indebtedness and Capitalized Lease
Obligations do not in the aggregate exceed $10 million at any one time
outstanding;




     (7) Indebtedness of the Company or any Restricted Subsidiary 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 that such Indebtedness is extinguished within two
Business Days of incurrence;




     (8) the incurrence by the Company or any Restricted Subsidiary of
Hedging Obligations that are incurred in the ordinary course of business
of the Company or such Restricted Subsidiary and not for speculative
purposes or as required by any Senior Credit Facility; provided that, in
the case of any Hedging Obligation that relates to




     (a) interest rate risk, the notional principal amount of such
Hedging Obligation does not exceed the principal amount of the
Indebtedness to which such Hedging Obligation relates;




     (b) currency risk, such Hedging Obligation does not increase
the Indebtedness of the Company and its Restricted Subsidiaries
outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and
compensation payable thereunder; and




     (c) commodity price risk, with respect to commodities
purchased by such Person in the ordinary course of business, such
Hedging Obligation does not increase the Indebtedness of the
Company and its Restricted Subsidiaries outstanding other than as a
result of fluctuations in commodity prices or by reason of fees,
indemnities and compensation payable thereunder;




     (9) Indebtedness in respect of performance bonds, bankers’
acceptances, letters of credit and surety or appeal bonds provided by the
Company and the Restricted Subsidiaries to their customers in the
ordinary course of their business;




     (10) Refinancing Indebtedness;




     (11) additional Indebtedness of the Company and its Restricted
Subsidiaries not to exceed $10 million in aggregate principal amount at
any one time outstanding;




     (12) Indebtedness of the Company or any Restricted Subsidiary
consisting of guarantees, indemnities or obligations in respect of
purchase price adjustments (including adjustments in the purchase price
related to the performance or results of any acquired business) in
connection with the acquisition or disposition of assets permitted under
this Indenture;




     (13) Indebtedness of the Company or any of its Restricted
Subsidiaries represented by letters of credit for the account of the
Company or such Restricted Subsidiary, as the case may be, issued in the
ordinary course of business of the Company or such Restricted Subsidiary,
including, without limitation, in order to provide security for workers’
compensation claims or payment obligations in connection with
self-insurance or similar requirements in the ordinary course of



-17-









 




business and other Indebtedness with respect to workers’
compensation claims, self-insurance obligations, performance, surety and
similar bonds and completion guarantees provided by the Company or any
Restricted Subsidiary in the ordinary course of business;





     (14) guarantees of Indebtedness otherwise permitted under this
Indenture;




     (15) Subordinated Indebtedness the net proceeds of which are applied
to repurchase, redeem, repay, retire or otherwise acquire all or any
portion of the Series A Preferred Stock and/or the Series E Preferred
Stock and the guarantee of such Subordinated Indebtedness by the
Guarantors; provided that such guarantee is subordinated in right of
payment to the Guarantee of the Notes at least to the same extent as such
Subordinated Indebtedness is subordinated in right of payment to the
Notes; provided, further, after giving effect to the incurrence of such
Subordinated Indebtedness and the receipt and application of the proceeds
thereof, the Company’s Consolidated Leverage Ratio does not exceed 4.25
to 1; and




     (16) Indebtedness of Persons that are acquired by the Company or any
of its Restricted Subsidiaries or merged into a Restricted Subsidiary in
accordance with the terms of this Indenture; provided, however, that such
Indebtedness is not incurred in contemplation of such acquisition or
merger or to provide all or a portion of the funds or credit support
required to consummate such acquisition or merger; provided, further,
however, that after giving effect to such acquisition and the incurrence
of such Indebtedness either (x) the Company would be permitted to incur
at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to Section 4.10(a); or (y) the Company’s
Consolidated Fixed Charge Coverage Ratio would be greater than
immediately prior to such acquisition.




     “Permitted Investments” means Investments made on or after the Issue Date
consisting of




     (1) Investments by the Company, or by a Restricted Subsidiary
thereof, in the Company or a Restricted Subsidiary;




     (2) Investments by the Company, or by a Restricted Subsidiary
thereof, in a Person, if as a result of such Investment




     (a) such Person becomes a Restricted Subsidiary of the Company
or




     (b) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to,
or is liquidated into, the Company or a Restricted Subsidiary
thereof;




     (3) Investments in cash and Cash Equivalents;




     (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;



-18-









 






     (6) loans or advances to employees made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary not to exceed $2 million in the aggregate outstanding at any
one time;




     (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) an Investment that is made by the Company or a Restricted
Subsidiary thereof in the form of any Capital Stock, bonds, notes,
debentures, partnership or joint venture interests or other securities
that are issued by a third party to the Company or such Restricted
Subsidiary solely as partial consideration for the consummation of an
Asset Sale that is otherwise permitted under Section 4.13;




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




     (10) Hedging Obligations entered into in the ordinary course of the
Company’s or its Restricted Subsidiaries’ business and not for
speculative purposes;




     (11) Capital Stock of a joint venture or similar entity primarily
engaged in a business which is the same, similar, ancillary or related to
the businesses in which the Company and its Restricted Subsidiaries are
engaged in on the Issue Date, provided that such Investments shall not
exceed $10 million outstanding at any time;




     (12) notes or chattel paper received by the Company or a Restricted
Subsidiary as consideration for the ordinary course of business sale or
lease of trucks or other products or inventory;




     (13) Investments in prepaid expenses, negotiable instruments held
for collection and lease, utility and workers’ compensation, performance
and similar deposits entered into as a result of the operations of the
business in the ordinary course of business; and




     (14) obligations of one or more officers or other employees of the
Company or any of its Restricted Subsidiaries in connection with such
officer’s or employee’s acquisition of shares of Common Stock of the
Company so long as no cash is paid by the Company or any of its
Restricted Subsidiaries to such officers or employees in connection with
the acquisition of any such obligations.



          “Permitted Junior Securities” means equity securities or subordinated debt
securities of the Company as reorganized or readjusted or securities of the
Company or any other company, trust, corporation or partnership provided for by
a plan of reorganization or readjustment, that, in the case of any such
subordinated securities are junior or the payment of which is otherwise
subordinate, at least to the extent provided in the Indenture with respect to
the Notes, to the payment and satisfaction in full in cash of all Senior
Indebtedness of the Company at the time outstanding, and to the payment of all
securities issued in exchange therefor, to the holders of the Senior
Indebtedness at the time outstanding.



-19-









 






     “Permitted Liens” means




     (1) Liens on Property or assets of, or any shares of Capital Stock
of or secured Indebtedness of, any Person existing at the time such
Person becomes a Restricted Subsidiary of the Company or at the time such
Person is merged into the Company or any of its Restricted Subsidiaries;
provided that such Liens




     (a) are not incurred in connection with, or in contemplation
of, such Person becoming a Restricted Subsidiary of the Company or
merging into the Company or any of its Restricted Subsidiaries, and




     (b) do not extend to or cover any Property, assets, Capital
Stock or Indebtedness other than those of such Person at the time
such Person becomes a Restricted Subsidiary or is merged into the
Company or any of its Restricted Subsidiaries;




     (2) Liens securing Senior Indebtedness which Senior Indebtedness is
incurred in compliance with Section 4.10;




     (3) Liens existing on the Issue Date;




     (4) Liens securing the Notes and the Guarantees;




     (5) Liens securing Refinancing Indebtedness, provided that any such
Lien does not extend to or cover any Property, asset, Capital Stock or
Indebtedness, other than the Property, asset, Capital Stock or
Indebtedness so refunded, refinanced or extended;




     (6) Liens in favor of the Company or any of its Restricted
Subsidiaries;




     (7) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under this Indenture, provided that




     (a) the principal amount of the Indebtedness secured by such
Lien does not exceed 100% of the purchase price, or the cost of
installation, construction or improvement, of the Property or asset
to which such Purchase Money Indebtedness relates,




     (b) such Lien does not extend to or cover any property or
asset other than such item of Property or asset and any
improvements on such property or asset, and




     (c) such Lien is created with 180 days of such acquisition or
the completion of such installation, construction or improvement,
as the case may be;




     (8) statutory liens or landlords’, carriers’, warehouseman’s,
mechanics’, banker’s (and rights of set off), suppliers’, materialmen’s,
repairmen’s, workmen’s or other like Liens arising in the ordinary course
of business which do not secure any Indebtedness and with respect to
amounts not yet delinquent or being contested in good faith by
appropriate proceedings;




     (9) Liens for taxes, assessments, charges or other governmental
levies not yet due or as to which the period of grace (not to exceed 60
days), if any, related thereto has not expired or which are overdue but
are being contested in good faith by appropriate proceedings;



-20-









 






     (10) Liens securing Capitalized Lease Obligations permitted to be
incurred under clause (6) of the definition of “Permitted Indebtedness,”
provided that such Lien does not extend to any Property other than that
subject to the underlying lease;




     (11) easements, rights-of-way, restrictions (including zoning
restrictions), covenants, licenses, encroachments, protrusions and other
similar charges or encumbrances in respect of real property not
interfering in any material respect with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries;




     (12) purported Liens evidenced by the filing of precautionary
Uniform Commercial Code financing statements relating solely to operating
leases of personal property entered into in the ordinary course of
business;




     (13) licenses of patents, trademarks and other intellectual property
rights granted by the Company or any of its Restricted Subsidiaries in
the ordinary course of business and not interfering in any respect with
the ordinary conduct of the business of the Company or such Restricted
Subsidiary;




     (14) leases or subleases to third persons in the ordinary course of
business that do not interfere in any material respect with the business
of the Company and its Restricted Subsidiaries taken as a whole;




     (15) other Liens securing obligations incurred in the ordinary
course of business which obligations do not exceed $2.5 million in the
aggregate at any one time outstanding;




     (16) Liens to secure the performance of bids, trade contracts,
leases, statutory obligations, surety or appeal bonds, performance bonds
or other similar obligations (other than obligations for borrowed money)
in the ordinary course of business;




     (17) Liens arising out of conditional sale, title retention or
consignment in the ordinary course of business;




     (18) Liens securing the payment of workers’ compensation,
unemployment insurance, other social security benefits or other
insurance-related obligations in the ordinary course of business;




     (19) Liens securing Hedging Obligations permitted by this Indenture;




     (20) Liens arising out of judgments, decrees, orders or awards in
respect of which the Company shall in good faith be prosecuting an appeal
or proceedings for review; and




     (21) any extensions, substitutions, replacements or renewals (or
successive extensions, substitutions, replacements or renewals) of the
foregoing.



          “Person” means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government (including any agency or political subdivision
thereof).



-21-









 





          “Preferred Stock” means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to dividends,
distributions or liquidation proceeds of such Person over the holders of other
Capital Stock issued by such Person.



          “Property” of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in
the most recent consolidated balance sheet of such Person and its Subsidiaries
under GAAP.



          “Purchase Agreement” means the Purchase Agreement dated as of March 9,
2000, as such agreement is amended from time to time, among the Company, the
guarantors named therein, Transportation Acquisition I Corp., CIBC Inc. and
First Union Investors, Inc.



          “Purchase Money Indebtedness” means Indebtedness of any Person incurred
for the purpose of financing all or any part of the purchase price, or the cost
of installation, construction or improvement of, any Property or asset.



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



          “Record Date” for interest payable on any Interest Payment Date (except a
date for payment of default interest) means the February 15 and August 15
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date.



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



          “Redemption Price” when used with respect to any Note to be redeemed means
the price fixed for such redemption pursuant to this Indenture.



          “Refinancing Indebtedness” means Indebtedness that refunds, refinances or
extends any Indebtedness of the Company outstanding on the Issue Date or other
Indebtedness permitted to be incurred by the Company or its Restricted
Subsidiaries pursuant to the terms of this Indenture, but only to the extent
that




     (1) the Refinancing Indebtedness is subordinated to the Notes to at
least the same extent as the Indebtedness being refunded, refinanced or
extended, if at all;




     (2) the Refinancing Indebtedness is scheduled to mature either




     (a) no earlier than the Indebtedness being refunded,
refinanced or extended, or




     (b) after the maturity date of the Notes;




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



-22-









 






     (4) such Refinancing Indebtedness is in an aggregate principal
amount that is equal to or less than the sum of




     (a) the aggregate principal amount then outstanding under the
Indebtedness being refunded, refinanced or extended, and




     (b) the amount of accrued and unpaid interest, if any, and
premiums owed, if any, not in excess of preexisting prepayment
provisions on such Indebtedness being refunded, refinanced or
extended, and




     (c) the amount of customary fees, expenses and costs related
to the incurrence of such Refinancing Indebtedness; and




     (5) such Refinancing Indebtedness is incurred by the same Person
that initially incurred the Indebtedness being refunded, refinanced or
extended, provided that the Company may incur Refinancing Indebtedness to
refund, refinance or extend Indebtedness that was initially incurred by a
Restricted Subsidiary.



          “Registration Rights Agreement” means the Registration Rights Agreement
dated as of May 21, 2004 among the Company, the Guarantors and the Holders of
Initial Notes named therein substantially in the form of Exhibit G hereto.



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



          “Restricted Payment” means any of the following:




     (1) the declaration or payment of any dividend or any other
distribution or payment on Capital Stock of the Company or any Restricted
Subsidiary of the Company or any payment made to the direct or indirect
holders (in their capacities as such) of Capital Stock of the Company or
any Restricted Subsidiary of the Company (other than (a) dividends or
distributions payable solely in Capital Stock (other than Disqualified
Capital Stock) or in options, warrants or other rights to purchase such
Capital Stock (other than Disqualified Capital Stock), and (b) in the
case of Restricted Subsidiaries of the Company, dividends or
distributions payable to the Company or to a Restricted Subsidiary of the
Company);




     (2) the purchase, redemption or other acquisition or retirement for
value of any Capital Stock of the Company or any of its Restricted
Subsidiaries (other than Capital Stock owned by the Company or a Wholly
Owned Subsidiary of the Company, excluding Disqualified Capital Stock) or
any option, warrants or other rights to purchase such Capital Stock;




     (3) the making of any principal payment on, or the purchase,
defeasance, repurchase, redemption or other acquisition or retirement for
value, prior to any scheduled maturity, scheduled repayment or scheduled
sinking fund payment, of any Indebtedness which is subordinated in right
of payment to the Notes (other than any such subordinated Indebtedness
(except for Subordinated Indebtedness incurred pursuant to clause (15) of
the definition of Permitted Indebtedness) acquired in anticipation of
satisfying a scheduled sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of
acquisition);




     (4) the making of any Investment or guarantee of any Investment in
any Person other than a Permitted Investment;



-23-









 






     (5) any designation of a Subsidiary as an Unrestricted Subsidiary
(valued at the fair market value of the net assets of such Restricted
Subsidiary on the date of such designation); and




     (6) the forgiveness of any Indebtedness of an Affiliate of the
Company (other than a Guarantor) to the Company or a Restricted
Subsidiary of the Company.



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



          “Restricted Subsidiary” means a Subsidiary of the Company other than an
Unrestricted Subsidiary and includes all of the Subsidiaries of the Company
existing as of the Issue Date. The Board of Directors of the Company may
designate any Unrestricted Subsidiary as a Restricted Subsidiary if immediately
after giving effect to such action (and treating any Acquired Indebtedness as
having been incurred at the time of such action),




     (1) the Company could have incurred at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.10; and




     (2) no Default or Event of Default shall have occurred and be
continuing or result therefrom.



          “Revolving Facilities” means the revolving credit facilities provided to
the Company pursuant to one or more Senior Credit Facilities.



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



          “Sale and Lease-Back Transaction” means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of the
Company of any real or tangible personal property, which property has been or
is to be sold or transferred by the Company or such Restricted Subsidiary to
such Person in contemplation of such leasing.



          “Second Lien Credit Agreement” means the Second Lien Secured Credit
Facility, dated as of March 16, 2004, by and among the Company the lenders
party thereto from time to time and Lehman Brothers Inc., Lehman Commercial
Paper Inc., Wachovia Capital Markets, LLC and Credit Suisse First Boston, as
amended from time to time.



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



          “Senior Credit Facilities” means the New Credit Facilities, together with
the related documents thereto (including, without limitation, any guarantee
agreements and security documents, including as provided by any Subsidiaries of
the Company), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is
permitted under Section 4.10) or adding Restricted Subsidiaries of the Company
as additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agents, lender or group of lenders.



-24-









 





          “Senior Indebtedness” means the principal of and premium, if any, and
interest on, and any and all other fees, expense reimbursement obligations and
other amounts due pursuant to the terms of all agreements, documents and
instruments providing for, creating, securing or evidencing or otherwise
entered into in connection with




     (1) all Indebtedness of the Company owed to lenders under any Senior
Credit Facilities;




     (2) all obligations of the Company with respect to Hedging
Obligations;




     (3) all obligations of the Company to reimburse any bank or other
Person in respect of amounts paid under letters of credit, acceptances or
other similar instruments;




     (4) all other Indebtedness of the Company which does not provide
that it is to rank pari passu with or subordinate to the Notes; and




     (5) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the Senior
Indebtedness described above.



          Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include




     (1) Indebtedness of the Company to any of its Subsidiaries, or to
any Affiliate of the Company or any of such Affiliate’s Subsidiaries;




     (2) Indebtedness represented by the Notes;




     (3) any Indebtedness which by the express terms of the agreement or
instrument creating, evidencing or governing the same is junior or
subordinate in right of payment to any item of Senior Indebtedness;




     (4) any trade payable arising from the purchase of goods or
materials or for services obtained in the ordinary course of business;




     (5) Indebtedness incurred in violation of this Indenture;




     (6) Indebtedness represented by Disqualified Capital Stock; and




     (7) any Indebtedness to or guaranteed on behalf of, any shareholder,
director, officer or employee of the Company or any Subsidiary of the
Company.



          “Series A Preferred Stock” means the 14.5% Senior Redeemable Preferred
Stock of the Company, par value $0.01 per share, originally issued on March 9,
2000, and any shares of Preferred Stock into which such series are exchangeable
in accordance with the terms thereof.



          “Series C Preferred Stock” means the Series C Preferred Stock of the
Company, par value $0.01 per share, issued on December 19, 2003.



          “Series D Preferred Stock” means the Series D Preferred Stock of the
Company, par value $0.01 per share, issued on December 19, 2003.



-25-









 







          “Series E Preferred Stock” means the 25% Senior Redeemable Preferred
Stock, Series E, of the Company, par value $0.01 per share, issued on December
19, 2003.



          “Significant Subsidiary” means, with respect to any Person, any Restricted
Subsidiary of such Person that satisfies the criteria for a “significant
subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Securities
Act, as such Rule is in effect on the Issue Date.



          “Subordinated Indebtedness” means Indebtedness of the Company (i) that is
subordinated in right of payment to the Notes at least to the same extent as
the Notes are subordinated to Designated Senior Indebtedness of the Company as
determined in good faith by the Company and (ii) that does not provide for a
maturity or mandatory sinking fund payment prior to the maturity of the Notes.



          “Subsequent Notes” is defined in each of Exhibits A and B.



          “Subsidiary” of any specified Person means any corporation, partnership,
limited liability company, joint venture, association or other business entity,
whether now existing or hereafter organized or acquired,




     (1) in the case of a corporation, of which more than 50% of the
total voting power of the Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors,
officers or trustees thereof is held by such first-named Person or any of
its Subsidiaries; or




     (2) in the case of a partnership, limited liability company, joint
venture, association or other business entity, with respect to which such
first-named Person or any of its Subsidiaries has the power to direct or
cause the direction of the management and policies of such entity by
contract or otherwise or if in accordance with GAAP such entity is
consolidated with the first-named Person for financial statement
purposes.



          “Term Loan Facilities” means the term loans under the Senior Credit
Facilities.



          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 (15
U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture
(except as provided in Section 8.03 hereof).



          “Trust Officer” means any officer or assistant officer of the Trustee
assigned by the Trustee to administer trust accounts.



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



          “Unrestricted Subsidiary” means




     (1) any Subsidiary of an Unrestricted Subsidiary; and




     (2) any Subsidiary of the Company which has been designated after
the Issue Date as an Unrestricted Subsidiary by a resolution adopted by
the Board of Directors of the Company;


provided that a Subsidiary may be so designated as an Unrestricted Subsidiary
only if




-26-









 









     (a) such designation is in compliance with Section 4.11; and




     (b) immediately after giving effect to such designation, the Company
could have incurred at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 4.10;




     (c) no Default or Event of Default has occurred and is continuing or
results therefrom; and




     (d) neither the Company nor any Restricted Subsidiary shall at any
time




     (i) provide a guarantee of, or similar agreement or
undertaking as credit support to, any Indebtedness of such
Subsidiary (including any undertaking, agreement or instrument
evidencing such Indebtedness),




     (ii) be directly or indirectly liable for any Indebtedness of
such Subsidiary or




     (iii) be directly or indirectly liable for any other
Indebtedness which provides that the holder thereof may (upon
notice, lapse of time or both) declare a default thereon (or cause
the payment thereof to be accelerated or payable prior to its final
scheduled maturity) upon the occurrence of a default with respect
to any other Indebtedness that is Indebtedness of such Subsidiary
(including any corresponding right to take enforcement action
against such Subsidiary),


except in the case of clause (i) or (ii) to the extent





     (i) that the Company or such Restricted Subsidiary could
otherwise provide such a guarantee or incur such Indebtedness
(other than as Permitted Indebtedness) pursuant to Section 4.10 and




     (ii) the provision of such guarantee and the incurrence of
such Indebtedness otherwise would be permitted under Section 4.11.



          The Trustee shall be provided with an Officers’ Certificate stating that
such designation is permitted and setting forth the basis upon which the
calculations required by this definition were computed, together with a copy of
the Board Resolution adopted by the Board of Directors of the Company making
such designation.



          “U.S. Government Obligations” means (a) securities that are direct
obligations of the United States of America for the payment of which its full
faith and credit are pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act) as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or a specific payment



-27-









 




of principal or interest on any such U.S. Government Obligation held by
such custodian for the account of the holder of such depository receipt.




          “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing




     (1) the then outstanding aggregate principal amount of such
Indebtedness into




     (2) the sum of the total of the products obtained by multiplying




     (a) the amount of each then remaining installment, sinking
fund, serial maturity or other required payment of principal,
including payment at final maturity, in respect thereof, by




     (b) the number of years (calculated to the nearest
one-twelfth) which will elapse between such date and the making of
such payment.



          “Wholly Owned Subsidiary” means any Restricted Subsidiary, all of the
outstanding voting securities (other than directors’ qualifying shares) of
which are owned, directly or indirectly, by the Company.



Section 1.02. Other Definitions.




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



	 	 	 
	Term 
	 	Defined in Section

	“Affiliate Transaction”
	 	4.14(a)
	“Agent Members”
	 	2.15(a)
	“Authenticating Agent”
	 	2.02
	“Bankruptcy Law”
	 	6.01
	“Business Day”
	 	13.07
	“Change of Control Offer”
	 	4.16(a)
	“Change of Control Payment Date”
	 	4.16(b)
	“Change of Control Purchase Price”
	 	4.16(a)
	“Covenant Defeasance”
	 	9.03
	“Custodian”
	 	6.01
	“Event of Default”
	 	6.01
	“Excess Proceeds Offer”
	 	4.13(a)
	“Excess Proceeds Payment Date”
	 	4.13(b)
	“Funding Guarantor”
	 	10.03
	“Global Notes”
	 	2.01
	“Group”
	 	1.01
	“Guarantee Payment Blockage Period”
	 	11.03(b)
	“Guarantor Representative”
	 	11.03(a)
	“Initial Blockage Period”
	 	12.03(b)
	“Initial Guarantee Blockage Period”
	 	11.03(b)
	“Institutional Investor”
	 	1.01
	“Legal Defeasance”
	 	9.02
	“Legal Holiday”
	 	13.07







-28-









 






	 	 	 
	Term 
	 	Defined in Section

	“Moody’s”
	 	1.01
	“Paying Agent”
	 	2.03
	“Payment Blockage Period”
	 	12.03(b)
	“Private Placement Legend”
	 	2.17
	“Registrar”
	 	2.03
	“Regulation S Global Note”
	 	2.01
	“Representative”
	 	12.03(a)
	“Resale Restriction Termination Date"
	 	2.16(a)
	“Rule 144A Global Note”
	 	2.01
	“S&P”
	 	1.01
	“Transaction Date”
	 	1.01







Section 1.03. Incorporation by Reference of Trust Indenture Act.




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



          “indenture securities” means the Notes.



          “indenture securityholder” means a Holder.



          “indenture to be qualified” means this Indenture.



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



          “obligor on the indenture securities” means the Company, the Guarantors or
any other obligor on the Notes.



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



Section 1.04. Rules of Construction.





     Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;




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




     (5) words used herein implying any gender shall apply to every
gender.



-29-









 





ARTICLE 2




THE NOTES




Section 2.01. Form and Dating.




          The Initial Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Exchange Notes and the
Trustee’s certificate of authentication shall be substantially in the form of
Exhibit B hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or Depository rule or usage. The form of
the Notes and any notation, legend or endorsement on them shall be satisfactory
to both the Company and the Trustee. Each Note shall be dated the date of its
issuance and shall show the date of its authentication.



          The terms and provisions contained in the Notes, annexed hereto as
Exhibits A and B, shall constitute, and are hereby expressly made, a part of
this Indenture and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.



          The Notes shall be issued initially in the form of one or more permanent
global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on
Rule 144A shall be issued initially in the form of one or more permanent Global
Notes in registered form, substantially in the form set forth in Exhibit A (the
“Rule 144A Global Note”), and (ii) in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global Notes in registered form, substantially in the form set forth in Exhibit
A (the “Regulation S Global Note”), and in each case shall be deposited with
the Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of any Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the
Depository, as hereinafter provided.



Section 2.02. Execution and Authentication.




          The Notes shall be executed on behalf of the Company by two Officers of
the Company or an Officer and the Secretary of the Company. Such signature may
be either manual or facsimile. The Company’s seal may be impressed, affixed,
imprinted or reproduced on the Notes and may be in facsimile form.



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



          A Note shall not be valid until an authorized signatory of the Trustee
pigns the certificate of authentication on the Note. Such signature may be
either manual or facsimile. Such signature shall be conclusive evidence that
the Note has been authenticated under this Indenture.



          The Trustee or an authentication agent (the “Authenticating Agent”) shall
authenticate (i) Initial Notes for original issue from time to time in an
aggregate principal amount not to exceed the aggregate principal amount of the
Existing Notes (plus accrued interest and any fees owing in respect thereof)
exchanged for Initial Notes hereunder, (ii) Exchange Notes from time to time
for issue only in exchange for a like principal amount of Initial Notes and
(iii) Subsequent Notes issued hereunder, in each case upon written orders of
the Company in the form of an Officers’ Certificate. The aggregate principal
amount of Notes outstanding at any time may not exceed the aggregate amount
issued pursuant to



-30-









 




clauses (i) and (iii) of the preceding sentence except as provided in
Section 2.07. The Officers’ Certificate shall specify the amount of Notes to
be authenticated, the date on which the Notes are to be authenticated and the
aggregate principal amount of Notes outstanding on the date of authentication,
whether the Notes are to be Initial Notes, Exchange Notes or Subsequent Notes,
and shall further specify the amount of such Notes to be issued as the Global
Note or Certificated Notes.




          Notwithstanding the foregoing, all Notes issued under this Indenture shall
vote and consent together on all matters (as to which any of such Notes may
vote or consent) as one class and no series of Notes will have the right to
vote or consent as a separate class on any matter.



          The Trustee may appoint an Authenticating Agent to authenticate Notes.
Any such appointment shall be evidenced by an instrument signed by a Trust
Officer, a copy of which shall be furnished to the Company. An Authenticating
Agent may authenticate Notes whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same right as an Agent
to deal with the Company and Affiliates of the Company.



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



Section 2.03. Registrar and Paying Agent.




          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (“Registrar”), an office
or agency located in the Borough of Manhattan, City of New York, State of New
York where Notes may be presented for payment (“Paying Agent”) and an office or
agency where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Registrar shall keep a register of the
Notes and of their transfer and exchange. The Registrar shall provide the
Company a current copy of such register from time to time upon request of the
Company. The Company may have one or more co-Registrars and one or more
additional Paying Agents. Neither the Company nor any Affiliate of the Company
may act as Paying Agent. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to any Holder.



          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. 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, or agent for service of notices
and demands, or fails to give the foregoing notice, the Trustee shall act as
such. The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.



Section 2.04. Paying Agent to Hold Assets in Trust.




          The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all assets held by the Paying Agent for the payment
of principal of, premium, if any, or interest on Notes (whether such assets
have been distributed to it by the Company or any other obligor on the Notes),
and shall notify the Trustee in writing of any Default in making any such
payment. The Company at any time may require a Paying Agent to distribute all
assets held by it to the Trustee and account for any assets disbursed and the
Trustee may at any time during the continuance of any Payment Default, upon
written request to a Paying Agent, require such Paying Agent to forthwith
distribute to the Trustee all assets so held in trust by such Paying Agent
together with a complete accounting of such sums. Upon distribution to the
Trustee of all



-31-









 




assets that shall have been delivered by the Company to the Paying Agent,
the Paying Agent shall have no further liability for such assets.




Section 2.05. Noteholder Lists.




          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Company shall furnish or
cause the Registrar to furnish to the Trustee at least five Business Days
before each Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders which list may be
conclusively relied on by the Trustee.



Section 2.06. Transfer and Exchange.




          Subject to the provisions of Sections 2.15 and 2.16, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations of the same series, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the
Notes presented or surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar or co-Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing. To permit
registrations of transfer and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request.
No service charge shall be made for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge in connection therewith payable by the
transferor of such Notes (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Section
2.10, 3.06, 4.13, 4.16 or 9.06, in which event the Company shall be responsible
for the payment of such taxes).



          The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Notes and ending at the close of business on the day of such mailing and (ii)
selected for redemption in whole or in part pursuant to Article 3, except the
unredeemed portion of any Note being redeemed in part.



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



Section 2.07. Replacement Notes.




          If a mutilated Note is surrendered to the Trustee or if the Holder
presents evidence to the satisfaction of the Company and the Trustee that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Note. An indemnity bond may be
required by the Company or the Trustee that is sufficient in the judgment of
the Company and the Trustee to protect the Company, the Trustee or any Agent
from any loss which any of them may suffer if a Note is replaced. In every
case of destruction, loss or theft, the applicant shall also furnish to the
Company and to the Trustee evidence to their satisfaction of the destruction,
loss or the theft of such Note and the ownership thereof. Each of the Company
and the Trustee may charge for its expenses in replacing a



-32-









 




Note. In the event any such mutilated, lost, destroyed or wrongfully
taken Note has become due and payable, the Company in their discretion may pay
such Note instead of issuing a new Note in replacement thereof. The provisions
of this Section 2.07 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to replacement or payment of
mutilated, lost, destroyed or wrongfully taken Notes.




          Every replacement Note is an additional obligation of the Company.



Section 2.08. Outstanding Notes.




          Notes outstanding at any time are all Notes authenticated by the Trustee
except for those cancelled by it, those delivered to it for cancellation, and
those described in this Section 2.08 as not outstanding.



          If a Note is replaced pursuant to Section 2.07 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding until the
Company and the Trustee receive proof satisfactory to each of them that the
replaced Note is held by a protected purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.



          If on a Redemption Date or the Maturity Date, the Paying Agent holds U.S.
legal tender sufficient to pay all of the principal and interest due on the
Notes payable on that date and is not prohibited from paying such money to the
Holders thereof pursuant to the terms of this Indenture, then on and after that
date such Notes cease to be outstanding and interest on them ceases to accrue.



Section 2.09. Treasury Notes.




          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned
by the Company or any of its Affiliates shall be considered as though they are
not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes which a Trust Officer of the Trustee actually knows are so owned
shall be so considered. The Company shall notify the Trustee, in writing, when
it or any of its Affiliates repurchases or otherwise acquires Notes, of the
aggregate principal amount of such Notes so repurchased or otherwise acquired.



Section 2.10. Temporary Notes.




          Until definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes upon receipt of a written order
of the Company in the form of an Officers’ Certificate. The Officers’
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate upon receipt of a written order of the Company pursuant to Section
2.02 definitive Notes in exchange for temporary Notes.



Section 2.11. Cancellation.




          The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying



-33-









 




Agent, and no one else, shall cancel and, at the written direction of the
Company, dispose of and deliver evidence of such disposal of all Notes
surrendered for registration of transfer, exchange, payment or cancellation.
Subject to Section 2.07, the Company may not issue new Notes to replace Notes
that it has paid or delivered to the Trustee for cancellation. If the Company
shall acquire any of the Notes, such acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Notes unless
and until the same are surrendered to the Trustee for cancellation pursuant to
this Section 2.11.




Section 2.12. Defaulted Interest.




          The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under Bankruptcy Law) at the rate of
interest then borne by the Notes. The Company shall, to the extent lawful, pay
interest on overdue installments of interest (without regard to any applicable
grace periods) at the rate of interest then borne by the Notes.



          If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest, plus (to the extent lawful) any interest payable on
the defaulted interest to the Persons who are Holders on a subsequent special
record date, which date shall be the fifteenth day next preceding the date
fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, as of a recent date selected by the Company, with a copy to the
Trustee, a notice that states the subsequent special record date, the payment
date and the amount of defaulted interest, and interest payable on such
defaulted interest, if any, to be paid.



          Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30-day period set forth in Section 6.01(b) shall be paid to
Holders as of the Record Date for the Interest Payment Date for which interest
has not been paid.



Section 2.13. Deposit of Moneys.




          Prior to 10:00 a.m., New York City time, on each Interest Payment Date,
Redemption Date, Change of Control Payment Date, Excess Proceeds Payment Date
and Maturity Date, the Company shall have deposited with the Paying Agent in
immediately available funds U.S. legal tender sufficient to make payments, if
any, due on such Interest Payment Date, Redemption Date, Change of Control
Payment Date, Excess Proceeds Payment Date or Maturity Date, as the case may
be, in a timely manner which permits the Trustee to remit payment to the
Holders on such Interest Payment Date, Redemption Date, Change of Control
Payment Date, Excess Proceeds Payment Date or Maturity Date, as the case may
be. The principal and interest on Global Notes shall be payable to the
Depository or its nominee, as the case may be, as the sole registered owner and
the sole Holder of the Global Notes represented thereby. The principal and
interest on Notes in certificated form shall be payable at the office of the
Paying Agent.



Section 2.14. CUSIP Number.




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



-34-









 





Section 2.15. Book-Entry Provisions for Global Notes.




          (a) The Global Notes initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, (ii) be delivered to the Trustee
as custodian for such Depository and (iii) bear legends as set forth in Section
2.17.



          Members of, or participants in, the Depository (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository or under the Global Note, and the Depository may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of the Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder.



          (b) Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Certificated Notes in accordance with the rules and procedures
of the Depository and the provisions of Section 2.16. In addition,
Certificated Notes shall be transferred to all beneficial owners in exchange
for their beneficial interests in Global Notes if (i) the Depository (x)
notifies the Company that it is unwilling or unable to continue as Depository
for any Global Note or (y) has ceased to be a clearing company registered under
the Exchange Act and, in each case, a successor Depository is not appointed by
the Company within 90 days of such notice or (ii) a Default or an Event of
Default has occurred and is continuing and the Registrar has received a written
request from the Depository to issue Certificated Notes.



          (c) In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall, upon receipt of an authentication order from
the Company in the form of an Officers’ Certificate, authenticate and deliver,
to each beneficial owner identified by the Depository in writing in exchange
for its beneficial interest in the Global Notes, an equal aggregate principal
amount of Certificated Notes of authorized denominations.



          (d) Any Certificated Note constituting a Restricted Security delivered in
exchange for an interest in a Global Note pursuant to paragraph (b) or (c)
shall, except as otherwise provided by Section 2.16, bear the Private Placement
Legend.



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



Section 2.16. Registration of Transfers and Exchanges.




          (a) Transfer and Exchange of Certificated Notes. When Certificated Notes
are presented to the Registrar or co-Registrar with a request:




     (i) to register the transfer of the Certificated Notes; or




     (ii) to exchange such Certificated Notes for an equal principal
amount of Certificated Notes of other authorized denominations,



-35-









 




the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the
Certificated Notes presented or surrendered for registration of transfer or
exchange:





     (I) shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Registrar or co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in
writing; and




     (II) in the case of Certificated Notes the offer and sale of which
have not been registered under the Securities Act and are presented for
transfer or exchange prior to (x) the date which 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 Note, or
any predecessor thereto and (y) such later date, if any, as may be
required by any subsequent change in applicable law (the “Resale
Restriction Termination Date”), such Certificated Notes shall be
accompanied, in the sole discretion of the Company, by the following
additional information and documents, as applicable:




     (A) if such Certificated Note is being delivered to the
Registrar or co-Registrar by a Holder for registration in the name
of such Holder, without transfer, a certification to that effect
(substantially in the form of Exhibit C hereto); or




     (B) if such Certificated Note is being transferred to a
Qualified Institutional Buyer in accordance with Rule 144A, a
certification to that effect (substantially in the form of Exhibit
C hereto); or




     (C) if such Certificated Note is being transferred in reliance
on Regulation S, delivery of a certification to that effect
(substantially in the form of Exhibit C hereto) and a transferor
certificate for Regulation S transfers substantially in the form of
Exhibit E hereto; or




     (D) if such Certificated Note is being transferred to an
Institutional Accredited Investor, delivery of certification to
that effect (substantially in the form of Exhibit C hereto), a
transferee letter of representation in substantially the form of
Exhibit D hereto and, at the option of the Company, an Opinion of
Counsel reasonably satisfactory to the Company to the effect that
such transfer is in compliance with the Securities Act; or




     (E) if such Certificated Note is being transferred in reliance
on Rule 144 under the Securities Act, delivery of a certification
to that effect substantially in the form of Exhibit C hereto and,
at the option of the Company, an Opinion of Counsel reasonably
satisfactory to the Company to the effect that such transfer is in
compliance with the Securities Act; or




     (F) if such Certificated Note is being transferred in reliance
on another exemption from the registration requirements of the
Securities Act, a certification to that effect (substantially in
the form of Exhibit C hereto) and, at the option of the Company, an
Opinion of Counsel reasonably satisfactory to the Company to the
effect that such transfer is in compliance with the Securities Act.



          (b) Restrictions on Transfer of a Certificated Note for a Beneficial
Interest in a Global Note. A Certificated Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of
a



-36-









 




Certificated Note, duly endorsed or accompanied by appropriate instruments
of transfer, in form satisfactory to the Registrar or co-Registrar, together
with:





     (A) in the case of Certificated Notes, the offer and sale of which
have not been registered under the Securities Act and which are presented
for transfer prior to the Resale Restriction Termination Date,
certification, substantially in the form of Exhibit C hereto, that such
Certificated Note is being transferred (I) to a Qualified Institutional
Buyer, (II) an Institutional Accredited Investor (and, in the case of
this clause (II), the Company shall have received a transferee letter of
representation substantially in the form of Exhibit D hereto and, at the
option of the Company, an Opinion of Counsel reasonably satisfactory to
the Company to the effect that such transaction is in compliance with the
Securities Act) or (III) in an offshore transaction in reliance on
Regulation S (and, in the case of this clause III, the Company shall have
received a transferor certificate for Regulation S transfers
substantially in the form of Exhibit E hereto and, at the option of the
Company, an Opinion of Counsel reasonably satisfactory to the Company to
the effect that such transaction is in compliance with the Securities
Act); and




     (B) written instructions from the Holder thereof directing the
Registrar or co-Registrar to make, or to direct the Depository to make,
an endorsement on the applicable Global Note to reflect an increase in
the aggregate amount of the Notes represented by the Global Note,


then the Registrar or co-Registrar shall cancel such Certificated Note and
cause, or direct the Depository to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar
or co-Registrar, the principal amount of Notes represented by the applicable
Global Note to be increased accordingly. If no Global Note representing Notes
held by Qualified Institutional Buyers or Persons acquiring Notes in offshore
transactions in reliance on Regulation S, as the case may be, is then
outstanding, the Company shall issue and the Trustee shall, upon receipt of an
authentication order in the form of an Officers’ Certificate in accordance with
Section 2.02, authenticate such a Global Note in the appropriate principal
amount.




          (c) Transfer and Exchange of Global Notes. The transfer and exchange of
Global Notes or beneficial interests therein shall be effected through the
Depository in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the procedures of the Depository therefor. Upon
receipt by the Registrar or co-Registrar of written instructions, or such other
instruction as is customary for the Depository, from the Depository or its
nominee, requesting the registration of transfer of an interest in a U.S.
Global Note or Regulation S Global Note, as the case may be, to another type of
Global Note, together with the applicable Global Notes (or, if the applicable
type of Global Note required to represent the interest as requested to be
transferred is not then outstanding, only the Global Note representing the
interest being transferred), the Registrar or Co-Registrar shall cancel such
Global Notes (or Global Note) and the Company shall issue and the Trustee
shall, upon receipt of an authentication order in the form of an Officers’
Certificate in accordance with Section 2.02, authenticate new Global Notes of
the types so cancelled (or the type so cancelled and applicable type required
to represent the interest as requested to be transferred) reflecting the
applicable increase and decrease of the principal amount of Notes represented
by such types of Global Notes, giving effect to such transfer. If the
applicable type of Global Note required to represent the interest as requested
to be transferred is not outstanding at the time of such request, the Company
shall issue and the Trustee shall, upon written instructions from the Company
in accordance with Section 2.02, authenticate a new Global Note of such type in
principal amount equal to the principal amount of the interest requested to be
transferred.



          (d) Transfer of a Beneficial Interest in a Global Note for a Certificated
Note. (i) Any Person having a beneficial interest in a Global Note may upon
request exchange such beneficial



-37-









 




interest for a Certificated Note. Upon receipt by the Registrar or
co-Registrar of written instructions, or such other form of instructions as is
customary for the Depository, from the Depository or its nominee on behalf of
any Person having a beneficial interest in a Global Note and upon receipt by
the Trustee of a written order or such other form of instructions as is
customary for the Depository or the Person designated by the Depository as
having such a beneficial interest containing registration instructions and, in
the case of any such transfer or exchange of a beneficial interest in Notes the
offer and sale of which have not been registered under the Securities Act and
which Notes are presented for transfer or exchange prior to the Resale
Restriction Termination Date, the following additional information and
documents:





     (A) if such beneficial interest is being transferred to the Person
designated by the Depository as being the beneficial owner, a
certification from such Person to that effect (substantially in the form
of Exhibit C hereto); or




     (B) if such beneficial interest is being transferred to a Qualified
Institutional Buyer in accordance with Rule 144A, a certification to that
effect (substantially in the form of Exhibit C hereto); or




     (C) if such beneficial interest is being transferred in reliance on
Regulation S, delivery of a certification to that effect (substantially
in the form of Exhibit C hereto) and a transferor certificate for
Regulation S transfers substantially in the form of Exhibit E hereto; or




     (D) if such beneficial interest is being transferred to an
Institutional Accredited Investor, delivery of certification
(substantially in the form of Exhibit C hereto), a transferee letter of
representation in substantially the form of Exhibit D hereto and, at the
option of the Company, an Opinion of Counsel reasonably satisfactory to
the Company to the effect that such transfer is in compliance with the
Securities Act; or




     (E) if such beneficial interest is being transferred in reliance on
Rule 144 under the Securities Act, delivery of a certification to that
effect (substantially in the form of Exhibit C hereto); or




     (F) if such beneficial interest is being transferred in reliance on
another exemption from the registration requirements of the Securities
Act, a certification to that effect (substantially in the form of Exhibit
C hereto) and, at the option of the Company, an Opinion of Counsel
reasonably satisfactory to the Company to the effect that such transfer
is in compliance with the Securities Act,


then the Registrar or co-Registrar will cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar
or co-Registrar, the aggregate principal amount of the applicable Global Note
to be reduced and, following such reduction, the Company will execute and, upon
receipt of an authentication order in the form of an Officers’ Certificate in
accordance with Section 2.02, the Trustee will authenticate and deliver to the
transferee a Certificated Note in the appropriate principal amount.




          (ii) Certificated Notes issued in exchange for a beneficial interest in a
Global Note pursuant to this Section 2.16(d) shall be registered in such names
and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Registrar or co-Registrar in writing. The Registrar or
co-Registrar shall deliver such Certificated Notes to the Persons in whose
names such Certificated Notes are so registered.



-38-









 





          (e) Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provisions of this Indenture, a Global Note 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.



          (f) Private Placement Legend. Upon the transfer, exchange or replacement
of Notes not bearing the Private Placement Legend, the Registrar or
co-Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless, and the Trustee is hereby authorized
to deliver Notes without the Private Placement Legend if (i) the Resale
Restriction Termination Date shall have occurred, (ii) there is delivered to
the Trustee an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act.



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



          The 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 Note (including any transfers between or among Agent Members or
beneficial owners of interest in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.



          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16.
The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.



Section 2.17. Restrictive Legends.




          Each Global Note and Certificated Note that constitutes a Restricted
Security shall bear the following legend (the “Private Placement Legend”) on
the face thereof until the second anniversary of the issuance thereof, unless
otherwise agreed to by the Company and the Holder thereof:




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.
BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL
NOT, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS



-39-









 






NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF
THIS NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED
STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
SUBPARAGRAPH 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT
THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND (2) WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFER IS
BEING MADE PURSUANT TO CLAUSE (C) OR (E) ABOVE, PRIOR TO SUCH
TRANSFER, THE HOLDER WILL BE REQUIRED TO FURNISH TO THE TRUSTEE
AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE 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. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.




	 	 	 	Each Global Note shall also bear the following legend:






     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR
A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR
BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR



-40-









 






ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF
THE INDENTURE.



Section 2.18. U.S. Tax Legend.





	 	 	 	Each Note issued on the Issue Date shall bear the following
legend:
	 
	 	 	 	THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF
SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE
OF THIS NOTE IS MAY 21, 2004 AND THE YIELD TO MATURITY IS 13.262%,
COMPOUNDED SEMI-ANNUALLY. FOR EACH $1,000 PRINCIPAL AMOUNT AT
MATURITY OF THIS NOTE, THE ISSUE PRICE IS $1,000 AND THE TOTAL
ORIGINAL ISSUE DISCOUNT OVER THE TERM OF THIS NOTE IS $366.84.





ARTICLE 3




REDEMPTION




Section 3.01. Notices to Trustee.




          If the Company elects to redeem Notes pursuant to paragraph 7 of the
Notes, at least 60 days prior to the Redemption Date or during such other
period as the Trustee may agree to, the Company shall notify the Trustee in
writing of the Redemption Date, the principal amount of Notes to be redeemed
and the Redemption Price, and deliver to the Trustee an Officers’ Certificate
stating that such redemption will comply with the conditions contained herein
and in the Notes, as appropriate.



Section 3.02. Selection of Notes to Be Redeemed.




          In the event that less than all of the Notes are to be redeemed at any
time, selection of the Notes to be redeemed shall be made by the Trustee in
compliance with the requirements of the principal securities exchange, if any,
on which such Notes are listed or, if such Notes are not then listed on a
national securities exchange, on a pro rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate; provided, however, that no Notes
of a principal amount of $1,000 or less shall be redeemed in part. A new Note
in a principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon delivery of the original Note to the Paying
Agent and cancellation of the original Note. On and after the Redemption Date,
interest will cease to accrue on Notes or portions thereof called for
redemption as long as the Company has deposited with the Paying Agents in U.S.
legal tender in satisfaction of the applicable Redemption Price pursuant to
this Indenture.



-41-









 





Section 3.03. Notice of Redemption.




          Notice of redemption shall be mailed by first class mail at least 30 but
not more than 60 calendar days before the Redemption Date to each Holder to be
redeemed at its registered address. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed.



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




     (1) the Redemption Date;




     (2) the Redemption Price and the amount of accrued interest, if any,
to be paid;




     (3) that, if any Note is being redeemed in part, the portion of the
principal amount (equal to $1,000 in principal amount or any integral
multiple thereof) of such Note to be redeemed and that, on and after the
Redemption Date, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued;




     (4) the name, address and telephone number of the Paying Agent;




     (5) that Notes called for redemption must be surrendered to the
Paying Agent at the address specified to collect the Redemption Price
plus accrued interest, if any;




     (6) that, unless the Company defaults in making the redemption
payment, interest on Notes called for redemption ceases to accrue on and
after the Redemption Date and the only remaining right of the Holders is
to receive payment of the Redemption Price plus accrued interest to the
Redemption Date upon surrender of the Notes to the Paying Agent;





     (7) the subparagraph of the Notes pursuant to which the Notes called
for redemption are being redeemed; and




     (8) if fewer than all the Notes are to be redeemed, the
identification of the particular Notes (or portion thereof) to be
redeemed, as well as the aggregate principal amount of Notes to be
redeemed and the aggregate principal amount of Notes to be outstanding
after such partial redemption.



Section 3.04. Effect of Notice of Redemption.




          Once the notice of redemption described in Section 3.03 is mailed, Notes
called for redemption become due and payable on the Redemption Date and at the
pedemption Price, including any premium, plus accrued interest to the
Redemption Date, if any. Upon surrender to the Paying Agent, such Notes shall
be paid at the Redemption Price, including any premium, plus accrued interest
to the Redemption Date, if any; provided that if the Redemption Date is after a
Record Date and on or prior to the Interest Payment Date, the accrued interest
shall be payable to the Holder of the redeemed Notes registered on the relevant
Record Date.



-42-









 





Section 3.05. Deposit of Redemption Price.




          On or prior to 10:00 a.m., New York City time, on each Redemption Date,
the Company shall have deposited with the Paying Agent in immediately available
funds U.S. legal tender sufficient to pay the Redemption Price of and accrued
interest on all Notes to be redeemed on that date.



          On and after any Redemption Date, if U.S. legal tender sufficient to pay
the Redemption Price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of
and, subject to the proviso in Section 3.04, accrued and unpaid interest on
such Notes to the Redemption Date. If any Note called for redemption shall not
be so paid, interest will continue to accrue and be paid, from the Redemption
Date until such redemption payment is made, on the unpaid principal of the Note
and any interest not paid on such unpaid principal, in each case, at the rate
and in the manner provided for in Section 2.12.



Section 3.06. Notes Redeemed in Part.




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



ARTICLE 4




COVENANTS




Section 4.01. Payment of Notes.




          The Company shall pay the principal of and interest (including all
Additional Interest as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds, for the benefit of the Holders, on
that date U.S. legal tender designated for and sufficient to pay such
installment in full and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture.



          The Company shall pay interest on overdue principal and interest on
overdue interest, to the extent lawful as provided for in Section 2.12.



Section 4.02. Provision of Financial Statements and Other Information.




          (a) Whether or not required by the Commission, so long as any Notes are
outstanding, the Company will furnish to the Holders, within the time periods
specified in the Commission’s rules and regulations:




     (1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and, with respect to the annual information only, a report
on the annual financial statements by the Company’s certified independent
accountants; and




-43-









 






     (2) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports.



          If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph will include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.



          (b) In addition, whether or not required by the Commission, the Company
will file a copy of all of the information and reports referred to in clauses
(a)(1) and (a)(2) above with the Commission for public availability within the
time periods specified in the Commission’s rules and regulations (unless the
Commission will not accept such a filing) and make such information available
to securities analysts and prospective investors upon request. The Company
will also furnish to Holders, securities analysts and prospective investors
upon request the information required to be delivered pursuant to Rule 144 and
Rule 144A(d)(4) under the Securities Act. The Company shall also comply with
the provisions of TIA Section 314(a).



Section 4.03. Waiver of Stay, Extension or Usury Laws.




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



Section 4.04. Compliance Certificate; Notice of Default; Tax Information.




          (a) The Company shall deliver to the Trustee, within 90 days after the end
of the Company’s fiscal year and within 45 days after the end of each the
first, second and third fiscal quarters in each fiscal year an Officers’
Certificate (one of the signers of which shall be the principal executive
officer, principal financial officer or principal accounting officer of each of
the Company) stating that a review of the activities of the Company and its
Subsidiaries during such fiscal year or fiscal quarter, as the case may be, has
been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and, in the case of Restricted Payments, listing all
Restricted Payments for such fiscal year or fiscal quarter, as the case may be,
and is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all or such Defaults or Events of Default of which he
or she may have knowledge and what action each is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes are prohibited or if such event
has occurred, a description of the event and what action the



-44-









 




Company is taking or proposes to take with respect thereto. The Officers’
Certificate shall also notify the Trustee should the Company elect to change
the manner in which it fixes its fiscal year end.




          (b) The Company will, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any
Default or Event of Default, an Officers’ Certificate specifying such Default
or Event of Default and what action the Company is taking or proposes to take
with respect thereto.



          (c) The annual financial statements delivered pursuant to Section 4.02
shall be accompanied by a written report addressed to the Trustee of the
Company’s independent accountants (who shall be a firm of established national
reputation) that in conducting their audit of such financial statements nothing
has come to their attention that would lead them to believe that a Default or
Event of Default has occurred under this Indenture insofar as they relate to
accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.



          (d) (i) If any Default or Event of Default has occurred and is continuing
or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a
claimed default under this Indenture or the Notes, the Company shall deliver to
the Trustee, at its address set forth in Section 13.02 hereof, by registered or
certified mail or by telegram, telex or facsimile transmission followed by hard
copy by registered or certified mail, an Officers’ Certificate specifying such
Default or Event of Default, notice or other action, the status thereof and
what action the Company is taking or proposes to take within five Business Days
of its becoming aware of such occurrence.



          (e) The Company shall calculate and deliver to the Trustee all original
issue discount information to be reported by the Trustee to Holders as required
by applicable law.



Section 4.05. Payment of Taxes and Other Claims.




          The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon it or any of its
Subsidiaries or Properties of it or any of its Subsidiaries and (ii) all lawful
claims for labor, materials and supplies that, if unpaid, might by law become a
Lien upon the Property of it or any of its Subsidiaries; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted for which adequate
reserves, to the extent required under GAAP, have been taken.



Section 4.06. Corporate Existence.




          Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or limited liability company or other
existence of each Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Subsidiary and
the material rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries except where the failure to preserve and keep in
full force and effect any such rights, licenses and franchise shall not have a
material adverse effect on the financial condition, business, operations or
prospects of the Company and its Subsidiaries taken as a whole; provided that
the Company shall not be required to preserve



-45-









 




any such right, license or franchise, or the corporate, limited liability
company, partnership or other existence of any of its Subsidiaries, if the
Board of Directors of the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.




Section 4.07. Maintenance of Office or Agency.




          The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York where Notes may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee as set forth in Section 13.02.



          The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. The Company
shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or
agency.



          The Company hereby initially designates the Corporate Trust Office of the
Trustee set forth in Section 13.02 as such office of the Company.



Section 4.08. Compliance with Laws.




          The Company shall comply, and shall cause each of its Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their
respective properties, except for such noncompliances as would not in the
aggregate have a material adverse effect on the financial condition or results
of operations of the Company and its Subsidiaries taken as a whole.



Section 4.09. Maintenance of Properties and Insurance.




          (a) The Company shall cause all material Properties owned by or leased by
it or any of its Subsidiaries used or useful to the conduct of the Company’s
business or the business of any of its Subsidiaries to be maintained and kept
in normal condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in its judgment may
be necessary, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.09 shall prevent the Company or any of its
Subsidiaries from discontinuing the use, operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board of Directors of the Company or of the
Board of Directors of any Subsidiary of the Company concerned, or of an officer
(or other agent employed by the Company or of any of its Subsidiaries) of the
Company or any of its Subsidiaries having managerial responsibility for any
such Property, desirable in the conduct of the business of the Company or any
Subsidiary of the Company, and if such discontinuance or disposal is not
adverse in any material respect to the Holders.



-46-









 





          (b) The Company shall maintain, and shall cause its respective
Subsidiaries to maintain, insurance with responsible carriers against such
risks and in such amounts, and with such deductibles, retentions, self-insured
amounts and co-insurance provisions, as are customarily carried by similar
businesses of similar size, including property and casualty loss, workers’
compensation and interruption of business insurance.



Section 4.10. Limitation on Additional Indebtedness.




          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur (as defined) any Indebtedness
(including Acquired Indebtedness); provided that the Company or any of its
Restricted Subsidiaries may incur Indebtedness (including Acquired
Indebtedness) if after giving effect to the incurrence of such Indebtedness and
the receipt and application of the proceeds thereof, the Company’s Consolidated
Fixed Charge Coverage Ratio is at least 2:00 to 1.



          (b) Notwithstanding the foregoing, the Company and the Restricted
Subsidiaries may incur Permitted Indebtedness; provided that the Company may
not incur any Permitted Indebtedness that ranks junior in right of payment to
the Notes that has a maturity or mandatory sinking fund payment prior to the
maturity of the Notes.



          (c) Notwithstanding any other provision of this Section 4.10, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness or is otherwise entitled to be incurred
pursuant to this Section 4.10, the Company may, in its sole discretion,
classify (or reclassify) such item of Indebtedness in any manner that complies
with this Section 4.10 and such items of Indebtedness will be treated as having
been incurred pursuant to only one of the categories of Permitted Indebtedness
or pursuant to the first paragraph hereof. Accrual of interest or accretion of
accreted value shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.10.



Section 4.11. Limitation on Restricted Payments.




          (a) The Company shall not make, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make, any Restricted Payment, unless:




     (1) no Default or Event of Default has occurred and is continuing at
the time of or immediately after giving effect to such Restricted
Payment;




     (2) immediately after giving pro forma effect to such Restricted
Payment, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under Section 4.10; and




     (3) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments declared or made after the Issue
Date does not exceed the sum of, without duplication:




     (A) 50% of the Company’s Cumulative Consolidated Net Income
(or minus 100% of any cumulative deficit in Consolidated Net Income
during such period);




     (B) 100% of the aggregate Net Proceeds received by the Company
from the issue or sale after the Issue Date of Capital Stock (other
than Disqualified Capital Stock or Capital Stock of the Company
issued to any Subsidiary of the Company or to an employee stock
ownership plan or other trust established by the Company or any of
its



-47-









 






Subsidiaries for the benefit of their employees to the extent the
purchase by such plan or trust is financed by Indebtedness of such
plan or trust and for which the Company is liable as guarantor or
otherwise) of the Company or any Indebtedness or other securities
of the Company convertible into or exercisable or exchangeable for
Capital Stock (other than Disqualified Capital Stock) of the
Company which have been so converted, exercised or exchanged, as
the case may be;




     (C) without duplication of any amounts included in clause
(3)(B) above, 100% of the aggregate Net Proceeds received by the
Company from any equity contribution from a holder of the Company’s
Capital Stock, excluding, in the case of clauses 3(B) and (C), any
Net Proceeds used to purchase, redeem or otherwise retire Capital
Stock or Indebtedness as set forth in clause (b)(2) below; and




     (D) without duplication, the sum of




     (i) the aggregate amount returned in cash on or with
respect to an Investment (other than a Permitted Investment)
in any Person made subsequent to the Issue Date whether
through interest payments, principal payments, dividends or
other distributions;




     (ii) the net proceeds received by the Company or any of
its Restricted Subsidiaries from the disposition (other than
to the Company or a Subsidiary of the Company), retirement or
redemption of all or any portion of an Investment described
in clause (3)(D)(i); and




     (iii) upon redesignation of an Unrestricted Subsidiary
as a Restricted Subsidiary, the fair market value of the net
assets of such Subsidiary;




provided, however, that, with respect to an Investment in any
Person, the sum of clauses (i), (ii) and (iii) above with respect
to the Investment in such Person shall not exceed the aggregate
amount of all Investments made in such Person subsequent to the
Issue Date.



          For purposes of determining under clause (3) above, the amount expended
for Restricted Payments, cash distributed shall be valued at the face amount
thereof and Property other than cash shall be valued at its fair market value.



          (b) The provisions of this Section 4.11 shall not prohibit




     (1) the payment of any distribution within 60 days after the date of
declaration thereof, if at such date of declaration such payment would
comply with the provisions of this Indenture;




     (2) the repurchase, redemption, defeasance or other acquisition or
retirement of any shares of Capital Stock of the Company or Indebtedness
subordinate in right of payment to the Notes by conversion into, or by or
in exchange for, shares of Capital Stock of the Company (other than
Disqualified Capital Stock), or out of the Net Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company
or to an employee stock ownership plan or other trust established by the
Company or any of its Subsidiaries for the benefit of their employees to
the extent the purchase by such plan or trust is financed by Indebtedness
of such plan or trust and for



-48-









 






which the Company is liable as guarantor or otherwise) of other shares of Capital Stock of the Company (other than Disqualified Capital
Stock);




     (3) the redemption or retirement of Indebtedness of the Company
subordinate in right of payment to the Notes in exchange for, by
conversion into, or out of the Net Proceeds of a substantially concurrent
sale or incurrence of, Indebtedness of the Company (other than any
Indebtedness owed to a Subsidiary of the Company) that is Refinancing
Indebtedness;




     (4) the repurchase of shares of, or options to purchase shares of,
common 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 and stockholders’ agreements)
or plans (or amendments thereto) approved by the Board of Directors under
which such persons purchase or sell or are granted the option to purchase
or sell, shares of such common stock, provided, however, that the
aggregate amount of such repurchases shall not exceed $2 million;




     (5) so long as no Default or Event of Default shall have occurred
and be continuing, the payment of fees and the reimbursement of
out-of-pocket expenses, in each case pursuant to the Monitoring Agreement
as in effect on the Issue Date, and pursuant to any amendment thereto or
any replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in any
material respect than the Monitoring Agreement as in effect on the Issue
Date;




     (6) so long as no Default or Event of Default shall have occurred
and be continuing, the repurchase, redemption, repayment, retirement or
other acquisition of shares of Series A Preferred Stock and/or Series E
Preferred Stock outstanding on the Issue Date (together with any
additional Capital Stock issued as in-kind dividends thereon and the
amount of any accumulated but unpaid dividends thereon, in each case,
pursuant to the terms of such Preferred Stock as in effect on the Issue
Date) with the net proceeds of Subordinated Indebtedness issued pursuant
to clause (15) of the definition of Permitted Indebtedness; and




     (7) so long as no Default or Event of Default shall have occurred
and be continuing, the payment of cash dividends accruing after March 15,
2005 on the Series A Preferred Stock in accordance with the terms thereof
as in effect on the Issue Date.



          In calculating the aggregate amount of Restricted Payments made subsequent
to the Issue Date for purposes of clause (a)(3) above, amounts expended
pursuant to clauses (1), (4) and (7) of the immediately preceding paragraph
shall be included in such calculation.



          (c) Not later than the date of making any Restricted Payment, the Company
will deliver to the Trustee an officers’ certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant described above were computed, which
calculations may be based upon the Company’s latest available financial
statements.



          The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be acquired, transferred or issued to or by the Company
or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment.



-49-









 





Section 4.12. Limitation on Other Senior Subordinated Indebtedness.




          The Company shall not, and shall not permit any Guarantor to, directly or
indirectly, incur, contingently or otherwise, any Indebtedness (other than the
Notes and the Guarantees, as the case may be) that is both




     (1) subordinate in right of payment to any Senior Indebtedness of
the Company or such Guarantor, as the case may be; and




     (2) senior in right of payment to the Notes or the Guarantee of such
Guarantor, as the case may be.


For purposes of this Section 4.12, Indebtedness is deemed to be senior in right
of payment to the Notes or a Guarantee, as the case may be, if it is not
explicitly subordinated in right of payment to Senior Indebtedness of the
Company or Guarantor Senior Indebtedness of such Guarantor, as the case may be,
at least to the same extent as the Notes and the Guarantee of such Guarantor,
as the case may be, are subordinated to such Senior Indebtedness or Guarantor
Senior Indebtedness, as the case may be.




Section 4.13. Limitation on Asset Sales.




          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless




     (1) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such sale or other disposition at
least equal to the fair market value of the assets sold or otherwise
disposed of;




     (2) not less than 75% of the consideration received by the Company
or such Restricted Subsidiary, as the case may be, is in the form of cash
and Cash Equivalents other than in the case where the Company is
undertaking a Permitted Asset Swap, provided that the following shall be
deemed to be cash for purposes of this clause (2):




     (a) any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet), of the Company
or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinate in right of payment
to the Notes or any Guarantee) that are assumed by the transferee
of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further
liability; and




     (b) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that
are converted by the Company or such Restricted Subsidiary into
cash (to the extent of the cash received in that conversion) within
180 days after the applicable Asset Sale; and




     (3) the Asset Sale Proceeds received by the Company or such
Restricted Subsidiary are applied:




     (a) first, to the extent the Company or any such Restricted
Subsidiary, as the case may be, elects, or is required, to prepay,
repay or purchase Indebtedness under any



-50-









 






then existing Senior Indebtedness of the Company or any such
Restricted Subsidiary within 365 days following the receipt of the
Asset Sale Proceeds from any Asset Sale; provided that any such
repayment, to the extent relating to revolving credit, must result
in a permanent reduction of the commitments thereunder in an amount
equal to the principal amount so repaid;




     (b) second, to the extent of the balance of Asset Sale
Proceeds after application as described above, to the extent the
Company elects, to make an Investment in Property or other assets
(including Capital Stock or other securities purchased in
connection with the acquisition of Capital Stock or Property of
another Person) in compliance with Section 4.18 within 365 days
following receipt of such Asset Sale Proceeds; and




     (c) third, if on such 365th day in the case of clause (3)(a)
or (3)(b) with respect to any Asset Sale, the Available Asset Sale
Proceeds exceed $5,000,000, the Company shall apply an amount equal
to the Available Asset Sale Proceeds to an offer to repurchase the
Notes, at a purchase price in cash equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the
purchase date (an “Excess Proceeds Offer”);




provided that, notwithstanding the foregoing, Asset Sale Proceeds that
consist of insurance proceeds may be applied at any time within 365 days
to either a prepayment, repayment or purchase under any of the Senior
Credit Facilities or an Investment in property or other assets in
compliance with Section 4.18.



          (b) If the Company is required to make an Excess Proceeds Offer, the
Company shall mail, within 30 days following the date specified in clause
(3)(c) above, a notice to the Holders. Such notice shall be sent by
first-class mail, postage prepaid, to the Trustee and to each Holder, at the
address appearing in the register maintained by the Registrar of the Notes, and
shall state:




     (1) that the Excess Proceeds Offer is being made pursuant to this
Section 4.13;




     (2) that such Holders have the right to require the Company to apply
the Available Asset Sale Proceeds to repurchase such Notes at a purchase
price in cash equal to 100% of the principal amount thereof plus accrued
and unpaid interest, if any, to the purchase date which shall be no
earlier than 30 days and not later than 45 days from the date such notice
is mailed (the “Excess Proceeds Payment Date”);




     (3) that any Note not tendered or accepted for payment will continue
to accrue interest;




     (4) that any Notes accepted for payment pursuant to the Excess
Proceeds Offer shall cease to accrue interest after the Excess Proceeds
Payment Date;




     (5) that Holders accepting the offer to have their Notes purchased
pursuant to an Excess Proceeds Offer will be required to surrender the
Notes, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Note completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business
Day preceding the Excess Proceeds Payment Date;



-51-









 






     (6) that Holders will be entitled to withdraw their acceptance of
the Excess Proceeds Offer if the Paying Agent receives, not later than
the close of business on the third Business Day preceding the Excess
Proceeds Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the
Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have such Notes purchased;




     (7) that if the aggregate principal amount of Notes surrendered by
Holders exceeds the amount of Excess Proceeds, Company shall select the
Notes to be purchased on a pro rata basis (with such adjustments as may
be deemed appropriate by the Company so that only Notes in denominations
of $1,000 or integral multiples thereof, shall be purchased);




     (8) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, provided that each Note purchased and each such
new Note issued shall be in an original principal amount in denominations
of $1,000 and integral multiples thereof;




     (9) the calculations used in determining the amount of Available
Asset Sale Proceeds to be applied to the purchase of such Notes;




     (10) any other procedures that a Holder must follow to accept an
Excess Proceeds Offer or effect withdrawal of such acceptance; and




     (11) the name and address of the Paying Agent.



          On the Excess Proceeds Payment Date, the Company shall, to the extent
lawful, (1) accept for payment, on a pro rata basis to the extent necessary,
Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, (2)
deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase
price plus accrued and unpaid interest, if any, on the Notes to be purchased or
portions thereof and (3) deliver or cause to be delivered to the Trustee Notes
so accepted together with an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 4.13. The Paying Agent shall promptly mail to each
Holder of Notes so accepted payment in an amount equal to the purchase price
for such Notes, and the Company shall execute and issue, and the Trustee shall
promptly authenticate and make available for delivery to such Holder, a new
Note equal in principal amount to any unpurchased portion of the Notes
surrendered; provided that each such new Note shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof.
The Company shall publicly announce the results of the Excess Proceeds Offer on
the Excess Proceeds Payment Date.



          If an Excess Proceeds Offer is not fully subscribed, the Company may
retain the portion of the Available Asset Proceeds not required to repurchase
Notes.



          (c) In the event of the transfer of substantially all of the Property and
assets of the Company and its Restricted Subsidiaries as an entirety to a
Person in a transaction permitted under Section 5.01 of this Indenture, the
successor Person shall be deemed to have sold the Properties and assets of the
Company and its Restricted Subsidiaries not so transferred for purposes of this
Section 4.13, and shall comply with the provisions of this Section 4.13 with
respect to such deemed sale as if it were an Asset Sale.



          (d) The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and other securities laws and regulations thereunder to the extent
such laws and regulations



-52-









 




are applicable in connection with the repurchase of Notes pursuant to an
Excess Proceeds Offer. To the extent that the provisions of any securities laws
or regulations conflict with this Section 4.13, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.13 by virtue thereof.




Section 4.14. Limitation on Transactions with Affiliates.




          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into any transaction or series
of related transactions (including, without limitation, the sale, purchase,
exchange or lease of assets, Property or services) with or for the benefit of
any Affiliate (each, an “Affiliate Transaction”) or extend, renew, waive or
otherwise modify the terms of any Affiliate Transaction entered into prior to
the Issue Date unless




     (1) such Affiliate Transaction is between or among the Company and
one or more of its Wholly Owned Subsidiaries; or




     (2) the terms of such Affiliate Transaction are fair and reasonable
to the Company or such Restricted Subsidiary, as the case may be, and the
terms of such Affiliate Transaction are at least as favorable as the
terms which could be obtained by the Company or such Restricted
Subsidiary, as the case may be, in a comparable transaction made on an
arm’s-length basis between unaffiliated parties.



          In any Affiliate Transaction (or any series of related Affiliate
Transactions which are similar or part of a common plan) involving an amount or
having a fair market value in excess of $1,000,000 which is not permitted under
clause (1) above, the Company must obtain a board resolution of the Board of
Directors of the Company certifying that such Affiliate Transaction complies
with clause (2) above. In any Affiliate Transaction (or any series of related
Affiliate Transactions which are similar or part of a common plan) involving an
amount or having a fair market value in excess of $10,000,000 which is not
permitted under clause (1) above, the Company must obtain a favorable written
opinion as to the fairness of such transaction or transactions, as the case may
be, from an Independent Financial Advisor.



          (b) The foregoing provisions shall not apply to




     (1) any Restricted Payment that is not prohibited by the provisions
described under Section 4.11;




     (2) reasonable fees and compensation paid to, and indemnity provided
on behalf of, officers, directors or employees of the Company or any
Restricted Subsidiary of the Company as determined in good faith by the
Company’s Board of Directors;




     (3) the grant of stock options, restricted stock or similar rights
to employees and directors of the Company pursuant to plans approved by
the Company’s Board of Directors;




     (4) loans or advances to employees in the ordinary course of
business in accordance with the past practices of the Company or its
Restricted Subsidiaries, but in any event not to exceed $2 million in the
aggregate outstanding at any one time;




     (5) any agreement as in effect as of the Issue Date or any amendment
thereto or any transaction contemplated thereby (including pursuant to
any amendment thereto) in any replacement



-53-









 






agreement thereto so long as any such amendment or replacement
agreement is not more disadvantageous to the Holders in any material
respect than the original agreement as in effect on the Issue Date;




     (6) (i) issuances of Capital Stock of the Company (other than
Disqualified Capital Stock) and (ii) the amendment of any terms of any
Capital Stock of the Company;




     (7) any transaction between the Company and any of its Affiliates
involving ordinary course of business investment banking, commercial
banking, financial advisory services and related activities; and




     (8) the payment of fees and the reimbursement of out-of-pocket
expenses, in each case pursuant to the Monitoring Agreement as in effect
on the Issue Date and pursuant to any amendment thereto and any
replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in any
material respect than the Monitoring Agreement as in effect on the Issue
Date.



Section 4.15. Limitation on Liens.




          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any Liens of any kind (other than Permitted Liens) upon any Property
or asset of the Company or any of its Restricted Subsidiaries or any shares of
Capital Stock or Indebtedness of any Restricted Subsidiary of the Company which
owns Property or assets, now owned or hereafter acquired, without making, or
causing (except with respect to Permitted Liens) the Restricted Subsidiary to
make, effective provision for securing the Notes or, with respect to Liens on
any Guarantor’s Property or assets, the Guarantee of such Guarantor; and




     (1) if such Lien secures Indebtedness which is subordinate in right
of payment to the Notes or the Guarantee of such Guarantor, as the case
may be, any such Lien shall be subordinate to the Lien granted to Holders
or the Guarantee of such Guarantor, as the case may be, to the same
extent as such Indebtedness is subordinate in right of payment to the
Notes or the Guarantee of such Guarantor, as the case may be; and




     (2) in all other cases, the Notes or the Guarantee of such
Guarantor, as the case may be, are equally and ratably secured.



Section 4.16. Change of Control.




          (a) If a Change of Control occurs, the Company shall be obligated to make
an offer to repurchase (the “Change of Control Offer”) each Holder’s
outstanding Notes at a purchase price (the “Change of Control Purchase Price”)
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the Change of Control Payment Date in accordance with the procedures
set forth below.



          (b) Within 30 days of the occurrence of a Change of Control, the Company
shall send by first-class mail, postage prepaid, to the Trustee and to each
Holder, at the address appearing in the register maintained by the Registrar of
the Notes, a notice stating:




     (1) that the Change of Control Offer is being made pursuant to this
Section 4.16 and that all Notes tendered will be accepted for payment;



-54-









 






     (2) the Change of Control Purchase Price and the purchase date
(which shall be a Business Day no earlier than 30 days nor later than 45
days from the date such notice is mailed (the “Change of Control Payment
Date”));




     (3) that any Note not tendered will continue to accrue interest;




     (4) that, unless the Company defaults in the payment of the Change
of Control Purchase Price, any Notes accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after the Change
of Control Payment Date;




     (5) that Holders accepting the offer to have their Notes purchased
pursuant to a Change of Control Offer will be required to surrender the
Notes, with the form entitled “Option of the Holder to Elect Purchase” on
the reverse of the Note completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business
Day preceding the Change of Control Payment Date;




     (6) that Holders will be entitled to withdraw their acceptance if
the Paying Agent receives, not later than the close of business on the
third Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have such
Notes purchased;




     (7) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered;




     (8) any other procedures that a Holder must follow to accept a
Change of Control Offer or effect withdrawal of such acceptance; and




     (9) the name and address of the Paying Agent.



          On the Change of Control Payment Date, the Company shall, to the extent
lawful, (1) accept for payment Notes or portions thereof tendered pursuant to
the Change of Control Offer, (2) deposit with the Paying Agent money sufficient
to pay the Change of Control Purchase Price of all Notes or portions thereof so
tendered and (3) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions thereof tendered to the Company. The Paying Agent
shall promptly mail to each Holder of Notes so accepted payment in an amount
equal to the Change of Control Purchase Price for such Notes, and the Company
shall execute and issue, and the Trustee shall promptly authenticate and mail
to such Holder, a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered; provided that each such new Note shall be issued in
an original principal amount in denominations of $1,000 and integral multiples
thereof.



          (c) Prior to the mailing of the notice to Holders described in clause (b)
above, but in any event within 30 days following any Change of Control, the
Company covenants to




     (1) repay in full all obligations and terminate all commitments
under or in respect of all outstanding Senior Indebtedness the terms of
which prohibit the purchase by the Company of the Notes upon a Change of
Control in compliance with the terms of this Section 4.16 or offer to
repay in full all obligations and terminate all commitments under or in
respect of all such Senior



-55-









 






Indebtedness and repay the Senior Indebtedness owed to each such
lender who has accepted such offer; or




     (2) obtain the requisite consents under all such Senior Indebtedness
containing such prohibition to permit the repurchase of the Notes
pursuant to this Section 4.16.


The Company must first comply with the covenant described in the preceding
sentence before it will be required to purchase Notes in the event of a Change
of Control; provided that the Company’s failure to comply with the covenant
described in the preceding sentence will constitute an Event of Default
described in clause (d) of Section 6.01.




          (d) (1) If the Company or any Restricted Subsidiary of the Company has
outstanding Indebtedness that is subordinated in right of payment to the Notes
or Preferred Stock, and the Company or such Restricted Subsidiary is required
to make a change of control offer or to make a distribution with respect to
such subordinated Indebtedness or Preferred Stock in the event of a Change of
Control, the Company shall not consummate any such offer or distribution with
respect to such subordinated Indebtedness or Preferred Stock until such time as
the Company shall have paid the Change of Control Purchase Price to the Holders
that have accepted the Company’s Change of Control Offer and shall otherwise
have consummated the Change of Control Offer made to Holders and (2) the
Company will not issue Indebtedness that is subordinated in right of payment to
the Notes or Preferred Stock with change of control provisions requiring the
payment of such Indebtedness or Preferred Stock prior to the payment of the
Notes tendered pursuant to a Change of Control Offer in the event of a Change
in Control under this Indenture.



          (e) The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.16, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.16 by virtue thereof.


Section 4.17. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.




          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to




     (1) pay dividends or make any other distributions to the Company or
any Restricted Subsidiary of the Company




     (a) on its Capital Stock or




     (b) with respect to any other interest or participation in, or
measured by, its profits;




     (2) repay any Indebtedness or any other obligation owed to the
Company or any Restricted Subsidiary of the Company;



-56-









 






     (3) make loans or advances or capital contributions to the Company
or any of its Restricted Subsidiaries; or




     (4) transfer any of its Properties or assets to the Company or any
of its Restricted Subsidiaries;


except for such encumbrances or restrictions existing under or by reason of





     (1) encumbrances or restrictions existing on the Issue Date to the
extent and in the manner such encumbrances and restrictions are in effect
on the Issue Date;




     (2) this Indenture, the Notes and the Guarantees;




     (3) applicable law;




     (4) any instrument governing Acquired Indebtedness, which
encumbrance or restriction is not applicable to any Person, or the
Property or assets of any Person, other than the Person, or the Property
or assets of the Person (including any Subsidiary of the Person), so
acquired or any contract to which the Person (including any Subsidiary of
such Person) so acquired is a party so long as such contract was not
entered into in contemplation of such acquisition;




     (5) customary non-assignment provisions in leases or other
agreements entered in the ordinary course of business and consistent with
past practices;




     (6) Refinancing Indebtedness, provided that such restrictions are no
more restrictive than those contained in the agreements governing the
Indebtedness being refunded, refinanced or extended;




     (7) customary restrictions in Capitalized Lease Obligations,
security agreements or mortgages securing Indebtedness of the Company or
a Restricted Subsidiary to the extent such restrictions restrict the
transfer of the Property subject to such Capitalized Lease Obligations,
security agreements and mortgages;




     (8) customary restrictions with respect to a Restricted Subsidiary
of the Company pursuant to an agreement that has been entered into for
the sale or disposition of all or substantially all of the Capital Stock
or assets of such Restricted Subsidiary;




     (9) the Senior Credit Facilities; or




     (10) customary provisions restricting dispositions of real property
interests set forth in any reciprocal easement agreements of the Company
or any Restricted Subsidiary.



Section 4.18. Limitation on Conduct of Business.




          The Company and its Restricted Subsidiaries shall not engage in any
businesses which are not the same as or similar, ancillary, complementary or
related to the businesses in which the Company and its Restricted Subsidiaries
are engaged in on the Issue Date. Notwithstanding the foregoing, the Company
may acquire and operate any business which at the time of acquisition is
primarily the same, similar, ancillary or related to the businesses in which
the Company and its Restricted Subsidiaries are engaged in on the Issue Date.



-57-









 





Section 4.19. Limitation on Preferred Stock of Restricted Subsidiaries.




          The Company shall not permit any of its Restricted Subsidiaries to issue
any Preferred Stock (except Preferred Stock issued to the Company or a Wholly
Owned Subsidiary of the Company) or permit any Person (other than the Company
or a Wholly Owned Subsidiary of the Company) to hold any such Preferred Stock
unless such Restricted Subsidiary would be entitled to incur or assume
Indebtedness under Section 4.10 (other than Permitted Indebtedness) in the
aggregate principal amount equal to the aggregate liquidation value as of the
date of issuance thereof of the Preferred Stock to be issued.



Section 4.20. Limitation on Creation of Subsidiaries.




          The Company shall not create or acquire, and shall not permit any of its
Restricted Subsidiaries to create or acquire, any Subsidiary other than




     (1) a Restricted Subsidiary existing as of the Issue Date;




     (2) a Restricted Subsidiary that is acquired or created after the
Issue Date; provided, however, that each such Restricted Subsidiary
(other than a Foreign Restricted Subsidiary), at the time it has either
assets or shareholders’ equity in excess of $1,000,000, must execute a
Guarantee, satisfactory in form and substance to the Trustee (and with
such documentation relating thereto as the Trustee may require,
including, without limitation, a supplement or amendment to this
Indenture and opinions of counsel as to the enforceability of such
Guarantee), pursuant to which such Restricted Subsidiary shall become a
Guarantor; or




     (3) an Unrestricted Subsidiary.



Section 4.21. Limitation on Capital Stock of Restricted Subsidiaries





     The Company shall not




     (1) sell, pledge, hypothecate or otherwise convey or dispose of any
Capital Stock of a Restricted Subsidiary of the Company (other than any
such transaction resulting in a Lien which constitutes a Permitted Lien);
or




     (2) permit any of its Restricted Subsidiaries to issue any Capital
Stock, other than to the Company or a Wholly Owned Subsidiary of the
Company.


The foregoing restrictions shall not apply to an Asset Sale made in compliance
with Section 4.13 (provided that if such Asset Sale is for less than all of the
outstanding Capital Stock of any Restricted Subsidiary held by the Company or
any of its Restricted Subsidiaries, such Asset Sale must also comply with
Section 4.11) or the issuance of Preferred Stock in compliance with Section
4.19.




Section 4.22. Limitation on Sale and Lease-Back Transactions




          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Lease-Back Transaction; provided that
the Company or any Guarantor may enter into a Sale and Lease-Back Transaction
if:



-58-









 






     (1) the Company or that Guarantor, as applicable, could have




     (a) incurred Indebtedness (other than Permitted Indebtedness)
in an amount equal to the Attributable Indebtedness relating to
such Sale and Lease-Back Transaction under Section 4.10; and




     (b) incurred a Lien to secure such Indebtedness pursuant to
Section 4.15 (assuming solely for purposes of this clause (b) that
the Attributable Indebtedness relating to such Sale and Lease-Back
Transactions constituted Capitalized Lease Obligations);




     (2) the gross cash proceeds of that Sale and Lease-Back Transaction
are at least equal to the fair market value of the Property sold; and




     (3) the transfer of assets in that Sale and Lease-Back Transaction
is permitted by, and the Company applies the proceeds of such transaction
in compliance with, Section 4.13.



Section 4.23. Payments for Consent




          The Company shall not, and shall not permit any of its Subsidiaries to,
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 Notes unless such consideration is offered to be paid or
agreed to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or amendment.



ARTICLE 5




SUCCESSOR CORPORATION




Section 5.01. Limitation on Consolidation, Merger and Sale of Assets.




          The Company shall not and shall not permit any of its Restricted
Subsidiaries to (1) consolidate or merge with or into another Person (whether
or not the Company or such Restricted Subsidiary shall be the continuing
Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of the assets of the Company and its Restricted
Subsidiaries, taken as a whole (as an entirety or substantially as an entirety
in one transaction or a series of related transactions) to any Person unless:



          (a) either the Company or such Restricted Subsidiary, as the case may be,
shall be the continuing Person, or the Person (if other than the Company or
such Restricted Subsidiary) formed by such consolidation or into which the
Company or such Restricted Subsidiary, as the case may be, is merged or to
which the assets of the Company or such Restricted Subsidiary, as the case may
be, are sold, assigned, transferred, leased, conveyed or otherwise disposed of
shall be a corporation organized and existing under the laws of the United
States or any state thereof or the District of Columbia and must expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all of the obligations of the Company or such
Restricted Subsidiary, as the case may be, under this Indenture, the Notes and
the Guarantees, and the obligations thereunder shall remain in full force and
effect;



-59-









 





          (b) immediately before and immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; and



          (c) immediately after giving effect to such transaction on a pro forma
basis the Company or such Person




     (i) shall have a Consolidated Net Worth equal to or greater
than the Consolidated Net Worth of the Company immediately prior to
such transaction and




     (ii) shall be able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under Section
4.10.



          In connection with any consolidation, merger or transfer of assets
contemplated by this provision, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this provision and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.



          For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.



Section 5.02. Successor Person Substituted.




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



ARTICLE 6




DEFAULTS AND REMEDIES




Section 6.01. Events of Default.





     An “Event of Default” occurs if




     (a) there is a default in the payment of any principal of, or
premium, if any, on the Notes whether at maturity, upon redemption,
required repurchase or otherwise, whether or not such payment is
prohibited by the provisions of Article 12;



-60-









 






     (b) there is a default in the payment of any interest on any Note
when the same becomes due and payable and the default continues for a
period of 30 days, whether or not such payment is prohibited by the
provisions of Article 12;




     (c) there is a default by the Company or any Restricted Subsidiary
in the observance of its obligations under Section 5.01;




     (d) there is a default by the Company or any Restricted Subsidiary
in the observance or performance of its obligations under any of Sections
4.10 through 4.23, inclusive (in each case, other than a failure to
purchase Notes), for 30 days after written notice from the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes
then outstanding;




     (e) there is a default by the Company or any Restricted Subsidiary
in the observance or performance of any other covenant in the Notes or
this Indenture for 60 days after written notice from the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes
then outstanding;




     (f) there is a failure to pay when due (giving effect to any
applicable grace periods and any waiver or extension thereof) principal,
interest or premium with respect to any Indebtedness of the Company or
any Restricted Subsidiary thereof, or the acceleration of any such
Indebtedness, if the aggregate amount of such Indebtedness, together with
the amount of any other such Indebtedness in default for failure to pay
principal, interest or premium or which has been accelerated, aggregate
$10 million or more at any time;




     (g) any final judgment or judgments which can no longer be appealed
for the payment of money in excess of $10 million is rendered against the
Company or any Restricted Subsidiary, and shall not be discharged for any
period of 60 consecutive days during which a stay of enforcement shall
not be in effect;




     (h) the Company or any of its Significant Subsidiaries pursuant to
or within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case,




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




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




     (D) makes a general assignment for the benefit of its
creditors,




     (E) generally is not able to pay its debts as they become due,
or




     (F) takes any corporate action to authorize or effect any of
the foregoing;




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



-61-









 






     (A) is for relief against the Company or any of its
Significant Subsidiaries in an involuntary case,




     (B) appoints a Custodian of the Company or any of its
Significant Subsidiaries or for all or substantially all of the
Property of the Company or any of its Significant Subsidiaries, or




     (C) orders the liquidation of the Company or any of its
Significant Subsidiaries,




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




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



          The term “Bankruptcy Law” means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.



Section 6.02. Acceleration.




          If an Event of Default (other than an Event of Default of the type
described in Section 6.01(h) or (i)) shall have occurred and be continuing,
then the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding may declare to be immediately due and
payable the entire principal amount of all the Notes then outstanding plus
accrued and unpaid interest, if any, to the date of acceleration and the same
(1) shall become immediately due and payable or (2) if there are any amounts
outstanding under any Senior Credit Facility, shall become immediately due and
payable upon the first to occur of an acceleration under any Senior Credit
Facility or five Business Days after receipt by the Company and the
representative under any Senior Credit Facility of a notice of acceleration;
provided, however, that after such acceleration but before a judgment or decree
based on such acceleration is obtained by the Trustee, the Holders of a
majority in aggregate principal amount of outstanding Notes may rescind and
annul such acceleration if




     (1) all Events of Default, other than nonpayment of principal,
premium, if any, or interest that has become due solely because of the
acceleration, have been cured or waived;




     (2) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been
paid;




     (3) the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances; and




     (4) in the event of the cure or waiver of an Event of Default of the
type described in Section 6.01(f) or (g), the Trustee shall have received
an Officers’ Certificate and an Opinion of Counsel that such Event of
Default has been cured or waived.



-62-









 




No such rescission shall affect any subsequent Default or impair any right
consequent thereto. In case an Event of Default of the type described in
Section 6.01(h) or (i) shall occur, the principal, premium and interest amount
with respect to all of the Notes shall be due and payable immediately without
any declaration or other act on the part of the Trustee or the Holders.




Section 6.03. Other Remedies.




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



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



Section 6.04. Waiver of Past Defaults and Events of Default.




          Subject to Sections 2.09, 6.02, 6.07 and 8.02, the Holders of a majority
in principal amount of the Notes then outstanding have the right to waive past
Defaults under this Indenture except a Default in the payment of the principal
of, or interest or premium, if any, on any Note as specified in clauses (a) and
(b) of Section 6.01 or in respect of a covenant or a provision which cannot be
modified or amended without the consent of all Holders as provided for in
Section 8.02. The Company shall deliver to the Trustee an Officers’
Certificate stating that the requisite percentage of Holders have consented to
such waiver and attaching copies of such consents. In case of any such waiver,
the Company, the Trustee and the Holders shall be restored to their former
positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.



          Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereto.



Section 6.05. Control by Majority.




          Subject to Section 2.09, the Holders of a majority in principal amount of
the outstanding Notes have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee by this Indenture. The Trustee,
however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the
rights of another Holder not taking part in such direction, and the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, determines that the action so directed may not
lawfully be taken or if the Trustee in good faith shall, by a Trust Officer,
determine that the proceedings so directed may involve it in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction. In the event the
Trustee takes any action or follows any direction pursuant



-63-









 




to this Indenture, the Trustee shall be entitled to indemnification
reasonably satisfactory to it against any loss or expense caused by taking such
action or following such direction. This Section 6.05 shall be in lieu of
Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by
the TIA.




Section 6.06. Limitation on Suits.




          Subject to Section 6.07, no Holder shall have any right to institute any
proceeding with respect to this Indenture or any remedy thereunder unless:




     (1) such Holder has previously given the Trustee written notice of a
continuing Event of Default;




     (2) the Holders of at least 25% in aggregate principal amount of the
outstanding Notes have made a written request to the Trustee to pursue
the remedy;




     (3) such Holder or Holders offer to the Trustee indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense which
may be incurred in compliance with such request;




     (4) the Trustee fails to institute such proceeding within 60
calendar days after receipt of such notice and the offer of indemnity;
and




     (5) the Trustee has not received directions inconsistent with such
written request during such 60-day period by the Holders of a majority in
aggregate principal amount of the outstanding Notes.



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



Section 6.07. Rights of Holders to Receive Payment.




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



Section 6.08. Collection Suit by Trustee.




          If an Event of Default 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 of unpaid principal, premium and accrued interest
remaining unpaid, together with, to the extent that payment of such interest is
lawful, interest on overdue principal and interest on overdue installments of
interest, in each case at the rate provided for in Section 4.01, and such
further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.



-64-









 





Section 6.09. Trustee May File Proofs of Claim.




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



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



Section 6.10. Priorities.




          If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:




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




     SECOND: if the Holders are forced to proceed against the Company or
any Guarantor directly without the Trustee, to Holders for their
collection costs;




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




     FOURTH: to the Company or, to the extent the Trustee collects any
amounts from any Guarantor, to such Guarantor.



          The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.



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 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the Notes then outstanding.



-65-









 





ARTICLE 7




TRUSTEE




Section 7.01. Duties of Trustee.




          (a) If a Default or an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise thereof 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 a Default or an Event of Default:




     (1) The Trustee need perform only those duties as are specifically
set forth in this Indenture and no covenants or obligations shall be
implied in this Indenture against the Trustee.




     (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) Notwithstanding anything to the contrary herein contained, the Trustee
may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:



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



          (e) 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.



          (f) 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.



          (g) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or take any action at the request or direction of
Holders if it shall have reasonable grounds for believing that repayment of
such funds is not assured to it or it does not receive from such Holders an
indemnity reasonably satisfactory to it against such risk, liability, loss, fee
or expense which might be incurred by it in compliance with such request or
direction.



          (h) Whether or not herein expressly provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c) and (d) of this Section 7.01.



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



-66-









 





Section 7.02. Rights of Trustee.





     Subject to Section 7.01:




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




     (b) Before the Trustee acts or refrains from acting with respect to
any matters contemplated by this Indenture or the Notes it may consult
with counsel and may require an Officers’ Certificate or an Opinion of
Counsel, or both, which shall conform to the provisions of Section 13.05.
The Trustee shall be protected and shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or
opinion.




     (c) The Trustee may act through attorneys and agents and shall not
be responsible for the misconduct or negligence of any attorney or agent
(other than an agent who is an employee of the Trustee) so long as the
appointment of such agent was made with due care.




     (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it reasonably believes to be authorized or
within its rights or powers.




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




     (f) Except with respect to Sections 4.01, 4.02 and 4.04, the Trustee
shall have no duty to inquire as to the performance of the Company’s and
the Guarantors’ covenants in Article Four hereof. In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of
Default except (i) any Event of Default occurring pursuant to Sections
6.01(a) and 6.01(b) or (ii) any Default or Event of Default of which the
Trustee shall have received written notice in the manner set forth in
this Indenture or an officer of the Trustee shall have obtained actual
knowledge. Delivery of reports, information and documents to the Trustee
under Sections 4.02 and 4.04 is for informational purposes only and the
Trustee’s receipt of the foregoing shall not constitute constructive
notice of any information contained therein or determinable from
information contained therein, including the Company’s and the
Guarantors’ compliance with any of their covenants thereunder (as to
which the Trustee is entitled to rely exclusively on an Officers’
Certificate).



Section 7.03. Individual Rights of Trustee.




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



Section 7.04. Trustee’s Disclaimer.




          The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds



-67-









 




from the sale of Notes or any money paid to the Company pursuant to the
terms of this Indenture and it shall not be responsible for any statement of
the Company in this Indenture or the Notes other than the Trustee’s certificate
of authentication.




Section 7.05. Notice of Defaults.




          If a Default or an Event of Default occurs and is continuing and if the
Trustee has actual knowledge of such Default or Event of Default, the Trustee
shall mail to each Holder notice of the uncured Default or Event of Default
within 30 days after such Default or Event of Default occurs. Except in the
case of a Default or an Event of Default in payment of principal of, premium or
interest on, any Note, including an accelerated payment and the failure to make
payment on the Change of Control Payment Date pursuant to a Change of Control
Offer or on the Excess Proceeds Payment Date pursuant to an Excess Proceeds
Offer and, except in the case of a failure to comply with Article 5 hereof, the
Trustee may withhold the notice if and so long as its Board of Directors, the
executive committee of its Board of Directors or a committee of its directors
and/or Trust Officers in good faith determines that withholding the notice is
in the interest of the Holders. This Section 7.05 shall be in lieu of the
proviso to Section 315(b) of the TIA, and such proviso of Section 315(b) of the
TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA.



Section 7.06. Reports by Trustee to Holders.




          If required by TIA Section 313(a), within 60 days after May 15 of any
year, commencing the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder a brief report dated as of such May 15 that complies
with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b), (c) and (d).



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




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




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



          A copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange, if any, on which the Notes are
listed. The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange or of any delisting thereof.



Section 7.07. Compensation and Indemnity.




          The Company shall pay to the Trustee from time to time such compensation
as shall be agreed in writing between the Company and the Trustee for the
Trustee’s 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 fees and expenses, including
out-of-pocket expenses incurred or made by it in connection with the
performance of its duties under this Indenture or in connection with the
collection of any funds. Such expenses shall include the reasonable fees and
expenses of the Trustee’s agents and counsel.



          The Company shall indemnify each of the Trustee and its agents, employees,
stockholders and directors and officers for, and hold them harmless against,
any loss, liability or expense incurred



-68-









 




by them except for such actions to the extent caused by any negligence,
bad faith or willful misconduct on their part, arising out of or in connection
with the administration of this trust including the reasonable costs and
expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their rights, powers or duties
hereunder. The Trustee shall notify the Company promptly, in writing, of any
claim asserted against the Trustee for which it may seek indemnity. At the
Trustee’s sole discretion, the Company shall defend the claim and the Trustee
shall cooperate and may participate in the defense; provided that any
settlement of a claim shall be approved in writing by the Trustee. The Company
need not pay for any settlement made without its written consent, which consent
shall not be unreasonably withheld. The Company need not reimburse any expense
or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.




          To secure the Company’s payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of, premium or interest on particular Notes.



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



          The obligation of the Company under this Section 7.07 shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture.



Section 7.08. Replacement of Trustee.




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




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




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




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




     (d) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason (the Trustee in such event being referred to herein
as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.



          A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the
retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have the rights, powers and duties of the Trustee under
this Indenture. A successor Trustee shall mail notice of its succession to each
Holder.



-69-









 





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



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



          Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.



Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.




          If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, subject to this Article 7, the successor corporation without any
further act shall be the successor Trustee.



Section 7.10. Eligibility; Disqualification.




          This Indenture shall always have a Trustee which shall be eligible to act
as Trustee under TIA Sections 310(a)(1) and 310(a)(2). 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. If the Trustee has or shall
acquire any “conflicting interest” within the meaning of TIA Section 310(b),
the Trustee and the Company shall comply with the provisions of TIA Section
310(b); provided, however, that there shall be excluded from the operation of
TIA Section 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 Section
310(b)(1) are met. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.10, the Trustee shall resign
immediately in the manner and with the effect hereinbefore specified in this
Article 7.



Section 7.11. Preferential Collection of Claims Against Company.




          The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee which has resigned or
been removed shall be subject to TIA Section 311(a) to the extent indicated
therein. The provisions of TIA Section 311 shall apply to the Company as
obligors of the Notes.



ARTICLE 8




AMENDMENTS, SUPPLEMENTS AND WAIVERS




Section 8.01. Without Consent of Holders.




          The Company and the Guarantors, when authorized by a Board Resolution, and
the Trustee may amend or supplement this Indenture, the Notes or the Guarantees
without notice to or consent of any Holder:



-70-









 






     (1) to cure any ambiguity, defect or inconsistency, provided that
such amendment or supplement does not, in the opinion of the Trustee,
adversely affect the rights of any Holder in any material respect;




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




     (3) to comply with Article 5;




     (4) to comply with any requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA;




     (5) to make any change that would provide any additional benefit or
rights to the Holders;




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




     (7) to secure the Notes pursuant to the requirements of Section
4.15 or otherwise;




     (8) to reflect the release of a Guarantor from its obligations with
respect to its Guarantee pursuant to Section 10.06 or to add a Guarantor
pursuant to Section 4.20; or




     (9) to make any other change that does not materially and adversely
affect the rights of any Holder under this Indenture.



Section 8.02. With Consent of Holders.




          Subject to Section 6.07, the Company, and the Guarantors, when each is
authorized by a Board Resolution of its Board of Directors, and the Trustee may
amend or supplement this Indenture or the Notes or the Guarantees with the
written consent of the Holders of at least a majority in principal amount of
the outstanding Notes. Subject to Section 6.07, the Holders of a majority in
principal amount of the outstanding Notes may waive compliance by the Company,
or any Guarantor with any provision of this Indenture, the Notes, or the
Guarantees. However, without the consent of each Holder affected, an amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, may not:




     (1) reduce the percentage in principal amount of outstanding Notes
whose Holders must consent to an amendment, supplement or waiver, or
consent to take any action under this Indenture or the Notes;




     (2) reduce the rate of or change the time for payment of interest
(including Additional Interest or defaulted interest) on any Note;




     (3) reduce the principal of or change or have the effect of changing
the fixed maturity of any Notes, or change the date on which any Notes
may be subject to redemption or repurchase, or reduce the redemption or
repurchase price therefor;




     (4) make any Note payable in money other than that stated in the
Note or changing the place of payment from New York, New York;



-71-









 






     (5) waive a Default in the payment of the principal of, or interest
or premium on, or any redemption payment with respect to, any Note
(except a rescission of acceleration of the Notes by the Holders as
provided in Section 6.02 and a waiver of the payment default that
resulted from such acceleration);




     (6) make any changes in Section 6.04 or 6.07 or this sentence of
Section 8.02;




     (7) affect the subordination or ranking of the Notes or any
Guarantee in a manner adverse to the Holders;




     (8) after such obligation has arisen, amend, change or modify in any
material respect, any obligation of the Company to make and consummate a
Change of Control Offer in the event of a Change of Control or make and
consummate an Excess Proceeds Offer with respect to any Asset Sale that
has been consummated or modify any of the provisions or definitions with
respect thereto; or




     (9) release any Guarantor from any of its obligations under its
Guarantee or this Indenture otherwise than in accordance with the terms
of this Indenture.



          After an amendment, supplement or waiver under this Section 8.02 becomes
effective, the Company shall mail to the Holders a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.



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



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



Section 8.03. Compliance with TIA.




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



Section 8.04. Revocation and Effect of Consents.




          Until an amendment, waiver or supplement becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder’s Note or portion of such Note by
notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers’ Certificate certifying that the Holders of



-72-









 




the requisite principal amount of Notes have consented (and not
theretofore revoked such consent) to the amendment, supplement or waiver.




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



          After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (1) through
(9) of Section 8.02, in which case the amendment, supplement or waiver shall
bind only each Holder who has consented to it and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note; provided that any such waiver shall not impair or affect the
right of any Holder to receive payment of principal of and interest on a Note,
on or after the respective due dates expressed in such Note, or to bring suit
for the enforcement of any such payment on or after such respective dates
without the consent of such Holder.



Section 8.05. Notation on or Exchange of Notes.




          If an amendment, supplement, or waiver changes the terms of a Note, the
Trustee may request the Holder to deliver it to the Trustee. In such case, the
Trustee shall place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determine, in exchange for the Note the Company shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment supplement or waiver.



Section 8.06. Trustee to Sign Amendments, etc.




          The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article 8 is
authorized or permitted by this Indenture and that such amendment, supplement
or waiver constitutes the legal, valid and binding obligation of the Company
and any Guarantors, enforceable in accordance with its terms (subject to
customary exceptions). The Trustee may, but shall not be obligated to, execute
any such amendment, supplement or waiver which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.



ARTICLE 9




DISCHARGE OF INDENTURE; DEFEASANCE




Section 9.01. Satisfaction and Discharge of Indenture.




          This Indenture shall be discharged and shall cease to be of further effect
(except those obligations referred to in the penultimate paragraph of this
Section 9.01) as to all outstanding Notes and the Trustee, on written demand of
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when either:



-73-









 






     (a) all Notes theretofore authenticated and delivered (other than
(i) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.07 and (ii) Notes for whose
payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or
discharged from such trust) have been delivered to the Trustee for
cancellation; or




     (b) (i) either (A) pursuant to Article 3, the Company shall have
given notice to the Trustee and mailed a notice of redemption to each
Holder of the redemption of all of the Notes under arrangements
satisfactory to the Trustee for the giving of such notice, (B) all Notes
not theretofore delivered to the Trustee for cancellation have become due
and payable or will become due and payable at their stated maturity
within one year or (C) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name and at the expense of the
Company; (ii) the Company has irrevocably deposited or caused to be
deposited with the Trustee in trust an amount of U.S. legal tender or
U.S. Government Obligations sufficient to pay and discharge the entire
Indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for the principal of, premium, if any, and interest on the
Notes to the date of such deposit or the stated maturity or redemption
date, as the case may be; (iii) no Default or Event of Default with
respect to this Indenture or the Notes shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company is
a party or by which it is bound; (iv) the Company has paid or caused to
be paid all other sums payable hereunder by the Company; (v) the Company
has delivered to the Trustee (A) irrevocable instructions to apply the
deposited money toward payment of the Notes at the maturity or redemption
thereof, and (B) an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with and
that such satisfaction and discharge does not result in a default under
any Senior Credit Facility (if then in effect) or any other agreement or
instrument then known to such counsel which binds or affects the Company;
and (vi) that from and after the time of deposit, the money deposited
shall not be subject to the rights of holders of Senior Indebtedness
pursuant to the provisions of Article 12 or to the rights of holders of
Guarantor Senior Indebtedness pursuant to the provisions of Article 11.



          Notwithstanding the foregoing paragraph, the Company’s obligations in
Article 2 and Sections 4.01, 4.07, 7.07 and 8.06 shall survive until the Notes
are no longer outstanding pursuant to the last paragraph of Section 2.08.
After the Notes are no longer outstanding, the Company’s obligations in
Sections 7.07, 8.05 and 8.06 shall survive.



          After such delivery or irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company’s and each Guarantor’s
obligations under the Notes, the Guarantees and this Indenture except for those
surviving obligations specified above.



Section 9.02. Legal Defeasance.




          (a) The Company may, at its option by Board Resolution of the Board of
Directors of the Company, at any time, elect to have this Section 9.02 applied
to all outstanding Notes upon compliance with the conditions set forth in
Section 9.04.



          (b) Upon the Company’s exercise under paragraph (a) hereof of the option
applicable to this paragraph (b), the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 9.04, be deemed to
have been discharged from their respective obligations with



-74-









 




respect to all outstanding Notes and the Guarantees on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company and each Guarantor
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes and the Guarantees, which shall thereafter be deemed
to be “outstanding” only for the purposes of Section 9.05 and the other
Sections of this Indenture referred to in (i) and (ii) below, and to have
satisfied all their other respective obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), and Holders and any
amounts deposited under Section 9.04 hereof shall cease to be subject to any
obligations to, or the rights of, any holder of Senior Indebtedness under
Article 12 or otherwise or any holder of Guarantor Senior Indebtedness under
Article 11 or otherwise, except for the following provisions, which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in
Section 9.05 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due, (ii) the Company’s obligations with respect to such
Notes under Article 2 and Section 4.07, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith and (iv) this Article 9. Subject to compliance with this
Article 9, the Company may exercise its option under this Section 9.02
notwithstanding the prior exercise of its option under Section 9.03 with
respect to the Notes.




Section 9.03. Covenant Defeasance.




          (a) The Company may, at its option by Board Resolution of the Board of
Directors of the Company, at any time, elect to have this Section 9.03 be
applied to all outstanding Notes upon compliance with the conditions set forth
in Section 9.04.



          (b) Upon the Company’s exercise under paragraph (a) hereof of the option
applicable to this paragraph (b), the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 9.04, be released
from their respective obligations under the covenants contained in Sections
4.05, 4.08, 4.09 and 4.10 through 4.23, inclusive, and Article 5 hereof with
respect to the outstanding Notes and the Guarantees on and after the date the
conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes and the Guarantees shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder and Holders and any amounts deposited under Section 9.04 shall cease
to be subject to any obligations to the rights of, any holder of Senior
Indebtedness under Article 12 or otherwise or any holder of Guarantor Senior
Indebtedness under Article 11 or otherwise. For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Notes and the
Guarantees, the Company and each Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event or Default under
Section 6.01(c), 6.01(d) or 6.01(e) hereof, but, except as specified above, the
remainder of this Indenture, and such Notes and the Guarantees shall be
unaffected thereby. In addition, upon the Company’s exercise under paragraph
(a) hereof of the option applicable to this paragraph (b), subject to the
satisfaction of the conditions set forth in Section 9.04 hereof, Sections
6.01(c), 6.01(d), 6.01(e), 6.01(f) and 6.01(g) shall not constitute Events of
Default.



-75-









 





Section 9.04. Conditions to Legal Defeasance or Covenant Defeasance.




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



          In order to exercise either Legal Defeasance or Covenant Defeasance:




     (a) the Company must irrevocably deposit with the Trustee (or other
qualifying trustee), in trust, for the benefit of the Holders, U.S. legal
tender or U.S. Government Obligations, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium,
if any, and interest on the Notes on the scheduled due dates or on the
applicable Redemption Date, as the case may be, provided that the Trustee
shall have received an irrevocable written order from the Company
instructing the Trustee to apply such U.S. legal tender or the proceeds
of such U.S. Government Obligations to said payments with respect to the
Notes;




     (b) in the case of an election under Section 9.02, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee confirming that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Holders
will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit, Legal Defeasance and discharge and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such deposit, Legal
Defeasance and discharge had not occurred;




     (c) in the case of an election under Section 9.03, the Company shall
have delivered to the Trustee an Opinion of Counsel confirming that the
Holders will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, Covenant Defeasance and discharge
and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such
deposit, Covenant Defeasance and discharge had not occurred;




     (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or insofar as Sections 6.01(h) and
6.01(i) are concerned, at any time in the period ending on the 91st day
after the date of such deposit or, if longer, ending on the day following
the expiration of the longest preference period under any Bankruptcy Law
(it being understood that this condition shall not be deemed to be
satisfied until the expiration of such period);




     (e) such Legal Defeasance or Covenant Defeasance shall not result in
a breach or violation of or constitute a default under this Indenture or
any other material agreement or instrument to which the Company or any of
its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;




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



-76-









 






     (g) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with;




     (h) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that (i) the trust funds will not be subject to any
rights of any holders of Senior Indebtedness of the Company or Guarantor
Senior Indebtedness of any Guarantor, including, without limitation,
those arising under this Indenture, and (ii) assuming no intervening
event of the type described in Sections 6.01(h) and 6.01(i) between the
date of deposit and the 91st day following the deposit or, if longer,
ending on the day following the expiration of the longest preference
period under any Bankruptcy Law (it being understood that this condition
should not be deemed to be satisfied until the expiration of such period)
and further assuming that no Holder is an insider of the Company, after
the 91st day following the deposit or, if longer, ending on the day
following the expiration of the longest preference period under any
Bankruptcy Law (it being understood that this condition should not be
deemed to be satisfied until the expiration of such period), the trust
funds will not be subject to the effect of any applicable Bankruptcy Law;




     (i) such Legal Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest for purposes of the TIA with
respect to any securities of the Company; and




     (j) the Company shall have delivered to the Trustee an Opinion of
Counsel stating that, as a result of such Legal Defeasance or Covenant
Defeasance, neither the trust nor the Trustee will be required to
register as an investment company under the Investment Company Act of
1940, as amended.



Section 9.05. Application of Trust Money.




          All money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to Section 9.01 or 9.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but
such money need not be segregated from other funds except to the extent
required by law.



          The Company and the Guarantors shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 9.01 or 9.04 hereof or the principal,
premium, if any, and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders.



          Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon a written request of
the Company in the form of an Officers’ Certificate any money or U.S.
Government Obligations held by it as provided in Section 9.01 or 9.04 hereof
which, in the opinion of a nationally-recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.



-77-









 





Section 9.06. Repayment to the Company.




          Subject to Sections 9.01, 9.02, 9.03, 9.04, 9.05 and 9.07, the Trustee
and the Paying Agent shall promptly pay to the Company upon request any excess
U.S. legal tender or U.S. Government Obligations held by them at any time and
thereupon shall be relieved from all liability with respect to such money. The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal, premium, if any, or interest that
remains unclaimed for two years; provided that the Trustee or such Paying
Agent, before being required to make any payment, may at the expense of the
Company cause to be published once in a newspaper of general circulation in the
City of New York or mail to each Holder entitled to such money notice that such
money remains unclaimed, and that after a date specified therein which shall be
at least 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person.



Section 9.07. Reinstatement.




          If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.01, 9.02 or 9.03 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s and each Guarantor’s obligations under this
Indenture, the Notes and the Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 9 until such time as
the Trustee or Paying Agent is permitted to apply all such U.S. legal tender or
U.S. Government Obligations in accordance with Section 9.01; provided, however,
that if the Company or the Guarantors have made any payment of principal of,
premium, if any, or accrued interest on any Notes because of the reinstatement
of their obligations, the Company and each such Guarantor shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.



ARTICLE 10




GUARANTEE




Section 10.01. Unconditional Guarantee.




          Each Guarantor hereby unconditionally, jointly and severally, guarantees
to each Holder of a Note authenticated by the Trustee and to the Trustee and
its successors and assigns that the principal of, premium thereon (if any) and
interest on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise, and
interest on the overdue principal and interest on any overdue interest on the
Notes and all other obligations of the Company to the Holders or the Trustee
hereunder or under the Notes will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; subject, however, to the
limitations set forth in Section 10.03. Each Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever and covenants that the Guarantee will not be
discharged



-78-









 




except by complete performance of the obligations contained in the Notes and
this Indenture. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder, each Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between a Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations Guaranteed hereby may be
accelerated as provided in Article 6 for the purpose of each Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article 6, such
obligations (whether or not due and payable) shall become due and payable by
each Guarantor for the purpose of each Guarantee.




          Each 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 Article 10.



Section 10.02. Severability.




          In case any provision of this Article 10 shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



Section 10.03. Limitation on Guarantor’s Liability; Contribution.




          Each Guarantor, and by its acceptance hereof, each Holder and the Trustee,
hereby confirm that it is the intention of all such parties that the Guarantee
does not constitute a fraudulent transfer or conveyance for purposes of Title
11 of the United States Code, as amended, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state
or other applicable law. To effectuate the foregoing intention, each Holder
and each Guarantor hereby irrevocably agree that the obligations of a Guarantor
under its Guarantee shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor,
and after giving effect to any collections from or payments made by or on
behalf of such Guarantor in respect of the obligations of such Guarantor
pursuant to the second paragraph of Section 10.03, result in the obligations of
such Guarantor not constituting such a fraudulent transfer or conveyance.



          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee
such Funding Guarantor shall be entitled to a contribution from all other
Guarantors in a pro rata amount, based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor), determined in accordance with
GAAP, subject to the first paragraph of this Section 10.03, for all payments,
damages and expenses incurred by such Funding Guarantor in discharging the
Company’s obligations with respect to the Notes or any other Guarantor’s
obligations under a Guarantee.



Section 10.04. Successors and Assigns.




          This Article 10 shall be binding upon each Guarantor and its successors
and assigns and shall ensure 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 Notes shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.



-79-









 





Section 10.05. 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 10.06. Release of Guarantor.




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




     (i) the Guarantor has sold all of its assets or the Company and its
Subsidiaries have sold all of the Capital Stock of the Guarantor owned by
them, in each case in a transaction in compliance with Section 4.13;




     (ii) the Guarantor merges with or into or consolidates with, or
transfers all or substantially all of its assets to, the Company or
another Guarantor in a transaction in compliance with Section 5.01; or




     (iii) such Guarantor is designated an Unrestricted Subsidiary in
compliance with Section 4.11;


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




Section 10.07. Execution of Supplemental Indenture for Future Guarantors.




          Each Subsidiary which is required to become a Guarantor pursuant to
Section 4.20 shall, and the Company shall cause each such Subsidiary to,
promptly execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit F hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article 10 and shall guarantee the
obligations of the Company under the Notes and this Indenture. Concurrently
with the execution and delivery of such supplemental indenture, the Company
shall deliver to the Trustee an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating
to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Guarantee of such Guarantor
is a legal, valid and binding obligation of such Guarantor, enforceable against
such Guarantor in accordance with its terms.



Section 10.08. Execution and Delivery of Guarantee.




          To evidence the Guarantee set forth in this Article 10, each Guarantor
hereby agrees that a notation of such Guarantee shall be placed on each Note
authenticated and made available for delivery by the Trustee and that this
Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of two Officers or an Officer and the Secretary of each
Guarantor. Each Guarantor hereby agrees that the Guarantee set forth in
Section 10.01 shall remain in full force and effect



-80-









 




notwithstanding any failure to endorse on each Note a notation of such Guarantee.
If an Officer of a Guarantor whose signature is on the Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which the
Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery
of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of each Guarantor.




Section 10.09. Subordination of Subrogation and Other Rights.




          Each Guarantor hereby agrees that any claim against the Company that
arises from the payment, performance or enforcement of such Guarantor’s
obligations under the Guarantee or this Indenture, including, without
limitation, any right of subrogation, shall be subject and subordinate to, and
no payment with respect to any such claim of such Guarantor shall be made
before, the payment in full in cash of all outstanding Notes in accordance with
the provisions provided therefor in this Indenture.



ARTICLE 11




SUBORDINATION OF GUARANTEE




Section 11.01. Guarantee Obligations Subordinated to Guarantor Senior Indebtedness.




          Each Guarantor covenants and agrees, and the Trustee and each Holder, by
its acceptance of the Notes, likewise covenants and agrees, that to the extent
and in the manner hereinafter set forth in this Article 11, the Indebtedness
represented by the Guarantee and the payment of all obligations on the Notes
pursuant to the Guarantee by such Guarantor are hereby expressly made
subordinate and subject in right of payment as provided in this Article 11 to
the prior indefeasible payment in full in cash of all Guarantor Senior
Indebtedness of such Guarantor whether outstanding on the Issue Date or
thereafter incurred.



          This Section 11.01 and the following Sections 11.02 through 11.11 shall
constitute a continuing offer to all Persons who, in reliance upon such
provisions, become holders of or continue to hold Guarantor Senior Indebtedness
of any Guarantor; such provisions are made for the benefit of the holders of
Guarantor Senior Indebtedness of each Guarantor; and such holders are made
obligees hereunder and they or each of them may enforce such provisions.



Section 11.02. Payment Over of Proceeds upon Dissolution, etc.




          In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to any Guarantor or to its
creditors, as such, or to its assets, whether voluntary or involuntary, or (b)
any liquidation, dissolution or other winding-up of any Guarantor, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy
or (c) any general assignment for the benefit of creditors or any other
marshalling of assets or liabilities of any Guarantor, then and in any such
event:




     (1) the holders of all Guarantor Senior Indebtedness of such
Guarantor shall be entitled to receive indefeasible payment in full in
cash of all amounts due on or in respect of all such Guarantor Senior
Indebtedness before the Holders are entitled to receive, pursuant to the
Guarantee of such Guarantor, any payment or distribution of any kind or
character (other than a payment or distribution in the form of Permitted
Junior Securities or from the trust described in Section



-81-









 






9.01 or Section 9.04) by such Guarantor on account of any of the
obligations of such Guarantor under its Guarantee;




     (2) any payment or distribution of assets of such Guarantor of any
kind or character, whether in cash, property or securities, by set-off or
otherwise, to which the Holders or the Trustee would be entitled but for
the subordination provisions of this Article 11 (other than a payment or
distribution in the form of Permitted Junior Securities or from the trust
described in Section 9.01 or Section 9.04) shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Guarantor Senior
Indebtedness of such Guarantor or their representative or representatives
or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Guarantor Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid
on account of such Guarantor Senior Indebtedness held or represented by
each, to the extent necessary to make payment in full in cash of all such
Guarantor Senior Indebtedness remaining unpaid, after giving effect to
any concurrent payment or distribution to the holders of such Guarantor
Senior Indebtedness; and




     (3) in the event that, notwithstanding the foregoing provisions of
this Section 11.02, the Trustee or any Holder shall have received any
payment or distribution of assets of such Guarantor of any kind or
character, whether in cash, Property or securities, including, without
limitation, by way of set-off or otherwise, in respect of any of the
obligations of any Guarantor pursuant to its Guarantee (other than a
payment or distribution in the form of Permitted Junior Securities or
from the trust described in Section 9.01 or Section 9.04) before all
Guarantor Senior Indebtedness of such Guarantor is indefeasibly paid in
full, then and in such event such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of such Guarantor for application to
the payment of all such Guarantor Senior Indebtedness remaining unpaid,
to the extent necessary to pay all of such Guarantor Senior Indebtedness
in full in cash or, as acceptable to the holders of such Guarantor Senior
Indebtedness, any other manner, after giving effect to any concurrent
payment or distribution to or for the holders of such Guarantor Senior
Indebtedness.



          The consolidation of a Guarantor with, or the merger of a Guarantor with
or into, another Person or the liquidation or dissolution of a Guarantor
following the conveyance, transfer or lease of its Properties and assets
substantially as an entirety to another Person upon the terms and conditions
set forth in Article 5 shall not be deemed a dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of such Guarantor for the purposes of
this Article 11 if the Person formed by such consolidation or the surviving
entity of such merger or the Person which acquires by conveyance, transfer or
lease such Properties and assets substantially as an entirety, as the case may
be, shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions set forth in Article 5.




		
	 	Section 11.03. Suspension of Guaranteed Obligations When Guarantor Senior Indebtedness in Default.





          (a) Unless Section 11.02 shall be applicable, upon the occurrence of a
Payment Default on Designated Senior Indebtedness of any Guarantor no payment
or distribution (other than a payment or distribution in the form of Permitted
Junior Securities or from the trust described in Section 9.01 or Section 9.04)
of any assets or securities of a Guarantor of any kind or character (including,
without limitation, cash, Property and any payment or distribution which may be
payable or deliverable by reason



-82-









 




of the payment of any other Indebtedness of such Guarantor being
subordinated to its obligations under its Guarantee) shall be made by such
Guarantor, including, without limitation, by way of set-off or otherwise, for
or on account of its obligations under its Guarantee, or for or on account of
the purchase, redemption or other acquisition of the Notes and neither the
Trustee nor any Holder shall take or receive from any Guarantor, directly or
indirectly in any manner, payment in respect of all or any portion of its
obligations under its Guarantee commencing on the date of receipt by the
Trustee of a written notice from the representative of the holders of such
Guarantor Senior Indebtedness (the “Guarantor Representative”) of the
occurrence of a Payment Default, and in any such event, such prohibition shall
continue until such Payment Default is cured, waived in writing or otherwise
ceases to exist. At such time as the prohibition set forth in the preceding
sentence shall no longer be in effect, subject to the provisions of the
following paragraph (b), such Guarantor shall resume making any and all
required payments in respect of its obligations under its Guarantee, including
any missed payments.




          (b) Unless Section 11.02 shall be applicable, upon the occurrence of a
Non-Payment Event of Default on Designated Senior Indebtedness of any
Guarantor, no payment or distribution (other than a payment or distribution in
the form of Permitted Junior Securities or from the trust described in Section
9.01 or Section 9.04) of any assets of such Guarantor of any kind or character
(including, without limitation, cash, Property and any payment or distribution
which may be payable or deliverable by reason of the payment of any other
Indebtedness of such Guarantor being subordinated to its obligations under its
Guarantee) shall be made by such Guarantor, including, without limitation, by
way of set-off or otherwise, on account of any of its obligations under its
Guarantee, or on account of the purchase, redemption, defeasance or other
acquisition of the Notes and neither the Trustee nor any Holder shall take or
receive from any Guarantor, directly or indirectly in any manner, payment in
respect of all or any portion of its obligations under its Guarantee for a
period (the “Guarantee Payment Blockage Period”) commencing on the date of
receipt by the Trustee of written notice from the Guarantor Representative of
such Non-Payment Event of Default, unless and until (subject to any blockage of
payments that may then be in effect under the preceding paragraph (a)) the
earliest to occur of the following events: (w) more than 179 days shall have
elapsed since the date of receipt of such written notice by the Trustee, (x)
such Non-Payment Event of Default shall have been cured or waived in writing or
shall have ceased to exist, (y) such Designated Senior Indebtedness shall have
been discharged or indefeasibly paid in full in cash or (z) such Guarantee
Payment Blockage Period shall have been terminated by written notice to such
Guarantor or the Trustee from the Guarantor Representative initiating such
Guarantee Payment Blockage Period, or the holders of at least a majority in
principal amount of such issue of Designated Senior Indebtedness, after which,
in the case of clause (w), (x), (y) or (z), such Guarantor shall resume making
any and all required payments in respect of its obligations under its
Guarantee, including any missed payments. Notwithstanding any other provisions
of this Indenture, no Non-Payment Event of Default with respect to Designated
Senior Indebtedness which existed or was continuing on the date of the
commencement of any Guarantee Payment Blockage Period initiated by the
Guarantor Representative shall be, or be made, the basis for the commencement
of a second Guarantee Payment Blockage Period initiated by the Guarantor
Representative unless such Non-Payment Event of Default shall have been waived
for a period of not less than 90 consecutive days. In no event shall a
Guarantee Payment Blockage Period extend beyond 179 days from the date of the
receipt by the Trustee of the notice referred to in this Section 11.03(b) or,
in the event of a Non-Payment Event of Default which formed the basis for a
Payment Blockage Period under Section 12.03(b) hereof, 179 days from the date
of the receipt by the Trustee of the notice referred to in Section 12.03(b)
(the “Initial Guarantee Blockage Period”). Any number of additional Guarantee
Payment Blockage Periods may be commenced during the Initial Guarantee
Blockage Period; provided, however, that no such additional Guarantee Payment
Blockage Period shall extend beyond the Initial Guarantee Blockage Period.
After the expiration of the Initial Guarantee Blockage Period, no Guarantee
Payment Blockage Period may be commenced under this Section 11.03(b) and no
Payment Blockage




-83-










 




Period may be commenced under Section 12.03(b) until at least 360
consecutive days have elapsed from the day of commencement of the Initial
Guarantee Blockage Period.




          (c) In the event that, notwithstanding the foregoing, the Trustee or any
Holder shall have received any payment from a Guarantor prohibited by the
foregoing provisions of this Section 11.03, then and in such event such payment
shall be paid over and delivered forthwith to the Guarantor Representative
initiating the Guarantee Payment Blockage Period, in trust for distribution to
the holders of Guarantor Senior Indebtedness or, if no amounts are then due in
respect of Guarantor Senior Indebtedness, promptly returned to the Guarantor,
or as a court of competent jurisdiction shall direct.



Section 11.04. Trustee’s Relation to Guarantor Senior Indebtedness.




          The Trustee and any agent of any Guarantor or the Trustee shall be
entitled to all the rights set forth in this Article 11 with respect to any
Guarantor Senior Indebtedness which may at any time be held by it in its
individual or any other capacity to the same extent as any other holder of
Guarantor Senior Indebtedness and nothing in this Indenture shall deprive the
Trustee or any such agent of any of its rights as such holder.



          With respect to the holders of Guarantor Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Guarantor Senior Indebtedness shall
be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness and the Trustee shall not be liable to any holder of Guarantor
Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, such
Guarantor or any other Person, moneys or assets to which any holder of
Guarantor Senior Indebtedness shall be entitled by virtue of this Article 11 or
otherwise. Nothing in this Section 11.04 shall affect the obligation of any
other such Person receiving such payment or distribution from the Trustee or
any other Agent to hold such payment for the benefit of, and to pay such
payment over to, the holders of Guarantor Senior Indebtedness.



Section 11.05. Subrogation.




          Upon the payment in full of all amounts payable under or in respect of all
Guarantor Senior Indebtedness of a Guarantor, the Holders shall be subrogated
to the rights of the holders of such Guarantor Senior Indebtedness to receive
payments and distributions of cash, property and securities of such Guarantor
made on such Guarantor Senior Indebtedness until all amounts due to be paid
under the Guarantee shall be paid in full. For the purposes of such
subrogation, no payments or distributions to holders of Guarantor Senior
Indebtedness of any cash, property or securities to which Holders or the
Trustee would be entitled except for the provisions of this Article 11, and no
payments over pursuant to the provisions of this Article 11 to holders of
Guarantor Senior Indebtedness by Holders or the Trustee, shall, as among each
Guarantor, its creditors other than holders of Guarantor Senior Indebtedness
and the Holders, be deemed to be a payment or distribution by such Guarantor to
or on account of such Guarantor Senior Indebtedness.



          If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article 11 shall have been
applied, pursuant to the provisions of this Article 11, to the payment of all
amounts payable under Guarantor Senior Indebtedness, then and in such case,
the Holders shall be entitled to receive from the holders of such Guarantor
Senior Indebtedness at the time outstanding any payments or distributions
received by such holders of Guarantor Senior Indebtedness in



-84-









 




excess of the amount sufficient to pay all amounts payable under or in
respect of such Guarantor Senior Indebtedness in full in cash.




Section 11.06. Guarantee Subordination Provisions Solely to Define Relative Rights.




          The subordination provisions of this Article 11 are and are intended
solely for the purpose of defining the relative rights of the Holders on the
one hand and the holders of Guarantor Senior Indebtedness on the other hand.
Nothing contained in this Article 11 or elsewhere in this Indenture or in the
Notes is intended to or shall (a) impair, as among each Guarantor, its
creditors other than holders of its Guarantor Senior Indebtedness and the
Holders, the obligation of such Guarantor, which is absolute and unconditional,
to make payments to the Holders in respect of its obligations under its
Guarantee in accordance with its terms; or (b) affect the relative rights
against such Guarantor of the Holders and creditors of such Guarantor other
than the holders of the Guarantor Senior Indebtedness; or (c) prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon a Default or an Event of Default under this Indenture,
subject to the rights, if any, under this Article 11 of the holders of
Guarantor Senior Indebtedness (1) in any case, proceeding, dissolution,
liquidation or other winding-up, assignment for the benefit of creditors or
other marshalling of assets and liabilities of the Company referred to in
Section 11.02, to receive, pursuant to and in accordance with such Section,
cash, property and securities otherwise payable or deliverable to the Trustee
or such Holder, or (2) under the conditions specified in Section 11.03, to
prevent any payment prohibited by such Section or enforce their rights pursuant
to Section 11.03(c).



          The failure by any Guarantor to make a payment in respect of its
obligations on its Guarantee by reason of any provision of this Article 11
shall not be construed as preventing the occurrence of a Default or an Event of
Default hereunder.



Section 11.07. Trustee to Effectuate Subordination.




          Each Holder by his acceptance thereof authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 11 and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of a
Guarantor whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
indebtedness of such Guarantor owing to such Holder in the form required in
such proceedings.



Section 11.08. No Waiver of Subordination Provisions.




          (a) No right of any present or future holder of any Guarantor Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of a
Guarantor or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by such Guarantor with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.



          (b) Without limiting the generality of paragraph (a) of this Section
11.08, the holders of Guarantor Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Trustee or the Holders,
without incurring responsibility to the Holders and without impairing or
releasing the subordination provided in this Article 11 or the obligations
hereunder of the Holders to the holders of Guarantor Senior Indebtedness, do
any one or more of the following: (1) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Guarantor Senior




-85-









 





Indebtedness or any instrument evidencing the same or any agreement under which
Guarantor Senior Indebtedness is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Guarantor Senior Indebtedness; (3) release any Person liable in any manner for
the collection or payment of Guarantor Senior Indebtedness; and (4) exercise or
refrain from exercising any rights against a Guarantor and any other Person;
provided, however, that in no event shall any such actions limit the right of
the Holders to take any action to accelerate the maturity of the obligations
under the Guarantees pursuant to Article 6 hereof or to pursue any rights or
remedies hereunder or under applicable laws if the taking of such action does
not otherwise violate the terms of this Indenture.




Section 11.09. Notice to Trustee.




          (a) A Guarantor shall give prompt written notice to the Trustee of any
fact known to such Guarantor which would prohibit the making of any payment to
or by the Trustee at its Corporate Trust Office in respect of the Notes.
Notwithstanding the provisions of this Article 11 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee in respect of the obligations under the Guarantees, unless and
until the Trustee shall have received written notice thereof from such
Guarantor or a holder of Guarantor Senior Indebtedness or from any trustee,
fiduciary or agent therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of this Section 11.09, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 11.09 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose under this Indenture
(including, without limitation, the payment of the principal of, premium, if
any, or interest on any obligation under a Guarantee), then, anything herein
contained to the contrary notwithstanding but without limiting the rights and
remedies of the holders of Guarantor Senior Indebtedness or any trustee,
fiduciary or agent therefor, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which may
be received by it within two Business Days prior to such date; nor shall the
Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and
until the Trustee shall have received an Officers’ Certificate to such effect.



          (b) In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 11, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article 11, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.



Section 11.10. Reliance on Judicial Order or Certificate of Liquidating Agent.




          Upon any payment or distribution of assets of a Guarantor referred to in
this Article 11, the Trustee and the Holders shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of




-86-









 




ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Indebtedness and other
Indebtedness of such Guarantor, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 11.




Section 11.11. No Suspension of Remedies.




          Nothing contained in this Article 11 shall limit the right of the Trustee
or the Holders to take any action to accelerate the maturity of the obligations
under the Guarantees pursuant to Article 6 or to pursue any rights or remedies
hereunder or under applicable law, subject to the rights, if any, under this
Article 11 of the holders, from time to time, of Guarantor Senior Indebtedness.



ARTICLE 12




SUBORDINATION OF NOTES




Section 12.01. Notes Subordinate to Senior Indebtedness.




          The Company covenants and agrees, and the Trustee and each Holder by its
acceptance of Notes likewise covenants and agrees, that to the extent and in
the manner hereinafter set forth in this Article 12; the payment of all
obligations on the Notes by the Company are hereby expressly made subordinate
and subject in right of payment as provided in this Article 12 to the prior
indefeasible payment in full in cash of all Senior Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter incurred.



          This Section 12.01 and the following Sections 12.02 through 12.11 shall
constitute a continuing offer to all Persons who, in reliance on such
provisions, become holders of or continue to hold Senior Indebtedness of the
Company; and such provisions are made for the benefit of all the holders of
Senior Indebtedness of the Company; and such holders are made obligees
hereunder and they or each of them may enforce such provisions.



Section 12.02. Payment Over of Proceeds upon Dissolution, etc.




          In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, whether voluntary or involuntary or (b)
any liquidation, dissolution or other winding-up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any general assignment for the benefit of creditors or any other
marshalling of assets or liabilities of the Company, then and in any such
event:




     (1) the holders of Senior Indebtedness of the Company shall be
entitled to receive indefeasible payment in full in cash of all amounts
due on or in respect of all Senior Indebtedness before the Holders are
entitled to receive any payment or distribution of any kind or character
(other than a payment or distribution in the form of Permitted Junior
Securities or from the trust described in Section 9.01 or Section 9.04)
on account of any obligations on the Notes;




     (2) any payment or distribution of assets of the Company of any kind
or character, whether in cash, Property or securities, by set-off or
otherwise, to which the Holders or the Trustee would be entitled but for
the provisions of this Article 12 (other than a payment or distribution
in the form of Permitted Junior Securities or from the trust described in
Section 9.01 or Section 9.04) shall be paid by the liquidating trustee or
agent or other Person making such payment



-87-









 






or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full in cash of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness; and




     (3) in the event that, notwithstanding the foregoing provisions of
this Section 12.02, the Trustee or any Holder shall have received any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, including, without
limitation, by way of set-off or otherwise, in respect of the principal
of, premium, if any, and interest on the Notes before all Senior
Indebtedness is indefeasibly paid in full, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or distribution of assets
of the Company for application to the payment of all such Senior
Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full in cash or, as acceptable to the holders of such
Senior Indebtedness, any other manner, after giving effect to any
concurrent payment or distribution, to or for the holders of such Senior
Indebtedness.



          The consolidation of the Company with, or the merger of the Company with
or into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety to another Person upon the terms and conditions
set forth in Article 5 shall not be deemed a dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of the Company for the purposes of this
Article 12 if the Person formed by such consolidation or the surviving entity
of such merger or the Person which acquires by conveyance, transfer or lease
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, conveyance, transfer or lease,
comply with the conditions set forth in Article 5.



Section 12.03. Suspension of Payment When Senior Indebtedness in Default.




          (a) Unless Section 12.02 shall be applicable, upon the occurrence of a
Payment Default on Designated Senior Indebtedness of the Company, no payment or
distribution (other than a payment or distribution in the form of Permitted
Junior Securities or from the trust described in Section 9.01 or Section 9.04)
of any assets or securities of the Company of any kind or character (including,
without limitation, cash, Property and any payment or distribution which may be
payable or deliverable by reason of the payment of any other Indebtedness of
the Company being subordinated to the payment of the Notes by the Company)
shall be made by the Company or any Restricted Subsidiary of the Company,
including, without limitation, by way of set-off or otherwise, for or on
account of any obligations under the Notes or this Indenture, or for or on
account of the purchase, redemption or other acquisition of the Notes, and
neither the Trustee nor any Holder shall take or receive from the Company,
directly or indirectly in any manner, payment in respect of all or any portion
of Notes commencing on the date of receipt by the Trustee of written notice
from the representative of the holders of such Designated Senior Indebtedness
(the “Representative”) to the Trustee of written notice of the occurrence of a
Payment Default, and in any such event, such prohibition shall continue until
such Payment Default is cured, waived in writing or otherwise ceases to exist.
At such time as the prohibition set forth in the preceding sentence shall no
longer be in effect, subject to the provisions of the following paragraph (b),
the Company shall resume making any and all required payments in respect of the
Notes, including any missed payments.



-88-









 





          (b) Unless Section 12.02 shall be applicable, upon the occurrence of a
Non-Payment Event of Default on Designated Senior Indebtedness of the Company,
no payment or distribution (other than a payment or distribution in the form of
Permitted Junior Securities or from the trust described in Section 9.01 or
Section 9.04) of any assets of the Company of any kind or character (including,
without limitation, cash, property and any payment or distribution which may be
payable or deliverable by reason of the payment of any other Indebtedness of
the Company being subordinated to the payment of the Notes by the Company)
shall be made by the Company or any Restricted Subsidiary of the Company,
including, without limitation, by way of set-off or otherwise, on account of
any obligations under the Notes or this Indenture or on account of the
purchase, redemption, defeasance or other acquisition of Notes and neither the
Trustee nor any Holder shall take or receive from the Company, directly or
indirectly in any manner, payment in respect of all or any portion of Notes for
a period (the “Payment Blockage Period”) commencing on the date of receipt by
the Trustee of written notice from the Representative of such Non-Payment Event
of Default unless and until (subject to any blockage of payments that may then
be in effect under the preceding paragraph (a)) the earliest to occur of the
following events: (w) more than 179 days shall have elapsed since the date of
receipt of such written notice by the Trustee, (x) such Non-Payment Event of
Default shall have been cured or waived in writing or shall have ceased to
exist, (y) such Designated Senior Indebtedness shall have been discharged or
indefeasibly paid in full in cash or (z) such Payment Blockage Period shall
have been terminated by written notice to the Company or the Trustee from the
Representative initiating such Payment Blockage Period, or the holders of at
least a majority in principal amount of such issue of Designated Senior
Indebtedness, after which, in the case of clause (w), (x), (y) or (z), the
Company shall resume making any and all required payments in respect of the
Notes, including any missed payments. Notwithstanding any other provisions of
this Indenture, no Non-Payment Event of Default with respect to Designated
Senior Indebtedness which existed or was continuing on the date of the
commencement of any Payment Blockage Period initiated by the Representative
shall be, or be made, the basis for the commencement of a second Payment
Blockage Period initiated by the Representative unless such event of default
shall have been waived for a period of not less than 90 consecutive days. In
no event shall a Payment Blockage Period extend beyond 179 days from the date
of the receipt by the Trustee of the notice referred to in this Section
12.03(b) or in the event of a Non-Payment Event of Default which formed the
basis of a Guarantee Payment Blockage Period under Section 11.03(b), 179 days
from the default the receipt by the Trustee of the notice referred to in
Section 11.03(b) (the “Initial Blockage Period”). Any number of additional
Payment Blockage Periods may be commenced during the Initial Blockage Period;
provided, however, that no such additional Payment Blockage Period shall extend
beyond the Initial Blockage Period. After the expiration of the Initial
Blockage Period, no Payment Blockage Period may be commenced under this clause
(b) and no Guarantee Payment Blockage Period may be commenced under Section
11.03(b) until at least 360 consecutive days have elapsed from the day of
commencement of the Initial Blockage Period.



          (c) In the event that, notwithstanding the foregoing, the Trustee or any
Holder shall have received any payment prohibited by the foregoing provisions
of this Section 12.03, then and in such event such payment shall be paid over
and delivered forthwith to the Representative initiating the Payment Blockage
Period, in trust for distribution to the holders of Senior Indebtedness or, if
no amounts are then due in respect of Senior Indebtedness, promptly returned to
the Company, or otherwise as a court of competent jurisdiction shall direct.



Section 12.04. Trustee’s Relation to Senior Indebtedness.




          The Trustee and any agent of the Company or the Trustee shall be entitled
to all the rights set forth in this Article 12 with respect to any Senior
Indebtedness which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Indebtedness and
nothing in this Indenture shall deprive the Trustee or any such agent of any of
its rights as such holder.



-89-









 





          With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee
shall not be liable to any holder of Senior Indebtedness if it shall mistakenly
pay over or deliver to Holders, the Company or any other Person, moneys or
assets to which any holder of Senior Indebtedness shall be entitled by virtue
of this Article 12 or otherwise. Nothing in this Section 12.04 shall affect
the obligation of any other such Person receiving such payment or distribution
from the Trustee or any other Agent to hold such payment for the benefit of,
and to pay such payment over to, the holders of Senior Indebtedness.



Section 12.05. Subrogation.




          Upon the payment in full of all Senior Indebtedness, the Holders shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of, premium, if any and interest on the
Notes shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of Senior Indebtedness of any cash, property or
securities to which the Holders or the Trustee would be entitled except for the
provisions of this Article 12, and no payments over pursuant to the provisions
of this Article 12 to the holders of Senior Indebtedness by Holders or the
Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders, be deemed to be a payment or distribution
by the Company to or on account of the Senior Indebtedness.



          If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article 12 shall have been
applied, pursuant to the provisions of this Article 12, to the payment of all
amounts payable under the Senior Indebtedness of the Company, then and in such
case the Holders shall be entitled to receive from the holders of such Senior
Indebtedness at the time outstanding any payments or distributions received by
such holders of such Senior Indebtedness in excess of the amount sufficient to
pay all amounts payable under or in respect of such Senior Indebtedness in full
in cash.



Section 12.06. Provisions Solely to Define Relative Rights.




          The provisions of this Article 12 are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article 12 or elsewhere in this Indenture or in the Notes is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the principal of, premium, if
any, and interest on the Notes as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon a Default or
an Event of Default under this Indenture, subject to the rights, if any, under
this Article 12 of the holders of Senior Indebtedness (1) in any case,
proceeding, dissolution, liquidation or other winding-up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 12.02, to receive, pursuant to and in accordance
with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions
specified in Section 12.03, to prevent any payment prohibited by such Section
or enforce their rights pursuant to Section 12.03(c).



-90-









 





          The failure to make a payment on account of principal of, premium, if any,
or interest on the Notes by reason of any provision of this Article 12 shall
not be construed as preventing the occurrence of a Default or an Event of
Default hereunder.



Section 12.07. Trustee to Effectuate Subordination.




          Each Holder by his acceptance thereof authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 12 and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
indebtedness of the Company owing to such Holder in the form required in such
proceedings.



Section 12.08. No Waiver of Subordination Provisions.




          (a) No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.



          (b) Without limiting the generality of paragraph (a) of this Section
12.08, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article 12 or the obligations hereunder of the
Holders to the holders of Senior Indebtedness, do any one or more of the
following: (1) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any
Person liable in any manner for the collection or payment of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against
the Company and any other Person; provided, however, that in no event shall any
such actions limit the right of the Holders to take any action to accelerate
the maturity of the Notes pursuant to Article 6 hereof or to pursue any rights
or remedies hereunder or under applicable laws if the taking of such action
does not otherwise violate the terms of this Indenture.



Section 12.09. Notice to Trustee.




          (a) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee at its Corporate Trust Office in respect of the Notes.
Notwithstanding the provisions of this Article 12 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee in respect of the Notes, unless and until the Trustee shall have
received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of this Section 12.09, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section 12.09 at least two Business Days prior to
the date upon which by the terms hereof any money may become payable for any
purpose under this Indenture (including, without limitation, the payment of the
principal of, premium, if any, or interest on any Note), then, anything herein
contained to the contrary notwithstanding but without limiting the rights and
remedies of the holders of Senior



-91-









 




Indebtedness or any trustee, fiduciary or agent therefor, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within two Business
Days prior to such date; nor shall the Trustee be charged with knowledge of the
curing of any such default or the elimination of the act or condition
preventing any such payment unless and until the Trustee shall have received an
Officers’ Certificate to such effect.




          (b) In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 12, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 12, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.



Section 12.10. Reliance on Judicial Order or Certificate of Liquidating Agent.




          Upon any payment or distribution of assets of the Company referred to in
this Article 12, the Trustee and the Holders shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
12.



Section 12.11. No Suspension of Remedies.




          Nothing contained in this Article 12 shall limit the right of the Trustee
or the Holders to take any action to accelerate the maturity of the Notes
pursuant to Article 6 or to pursue any rights or remedies hereunder or under
applicable law, subject to the rights, if any, under this Article 12 of the
holders, from time to time, of Senior Indebtedness.



ARTICLE 13




MISCELLANEOUS




Section 13.01. TIA 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 notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:



-92-









 





          (a) If to the Company or any Guarantor:




Transportation Technologies Industries, Inc.

980 North Michigan Ave., Suite 1000

Chicago, IL 60611

Attention: General Counsel

Tel: (312) 280-8844

Fax: (312) 280-4820



          Copy to:




Cahill Gordon
& Reindel LLP

80 Pine Street

New York, NY 10005

Attention: Roger Meltzer

Tel: (212) 701-3851

Fax: (212) 269-5420




          If to the Trustee:




U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Attention: Frank Leslie

Tel: (651) 495-3913

Fax: (651) 495-8097



          The Company, any Guarantor or the Trustee by written notice to the others
may designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company, any Guarantors or
the Trustee, shall be deemed to have been given or made as of the date so
delivered if personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five (5) calendar days after mailing if
sent by registered or certified mail, postage prepaid (except that a notice of
change of address shall not be deemed to have been given until actually
received by the addressee).



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



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



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



-93-









 





Section 13.03. Communications by Holders with Other Holders.




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



Section 13.04. Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company or any Guarantor to the
Trustee to take any action under this Indenture, the Company or such Guarantor,
as the case may be, shall furnish to the Trustee:



          (a) an Officers’ Certificate (which shall include the statements set forth
in Section 13.05 below) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and



          (b) an Opinion of Counsel (which shall include the statements set forth in
Section 13.05 below) stating that, in the opinion of such counsel, all such
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with.



Section 13.05. Statements Required in Certificate and Opinion.




          Each certificate and opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:




     (1) a statement that the person making such certificate or opinion
has read such covenant or condition and the definitions relating thereto;




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




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




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



Section 13.06. Rules by Trustee and Agents.




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



Section 13.07. Business Days; Legal Holidays.




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



-94-









 





Section 13.08. Governing Law.




          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.



Section 13.09. No Adverse Interpretation of Other Agreements.




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



Section 13.10. No Recourse Against Others.




          A director, officer, employee, stockholder or incorporator, as such, of
the Company or any Guarantor shall not have any liability for any obligations
of the Company or any Guarantor under the Notes, the Guarantees or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creations. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.



Section 13.11. Successors.




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



Section 13.12. Multiple Counterparts.




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



Section 13.13. Table of Contents, Headings, etc.




          The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.



Section 13.14. Separability.




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



-95-









 





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

	 	 	 	 	 
	 	TRANSPORTATION TECHNOLOGIES

INDUSTRIES, INC.

 	 
	 	By:  	/s/ Donald C. Mueller	 
	 	 	Name:  	Donald C. Mueller	 
	 	 	Title:  	Chief Financial Officer, Treasurer and Vice President	 




S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	Guarantors:



TRUCK COMPONENTS, INC.

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	GUNITE CORPORATION

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	GUNITE EMI CORPORATION

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	BRILLION IRON WORKS, INC.

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	FABCO AUTOMOTIVE CORPORATION

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 



S-2









 





	 	 	 	 	 



	 	 	 	 	 
	 	BOSTROM HOLDINGS, INC.

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	BOSTROM SEATING, INC.

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	BOSTROM SPECIALTY SEATING, INC.

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	IMPERIAL GROUP HOLDING CORP. — 1

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	IMPERIAL GROUP HOLDING CORP. — 2

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 



S-3







 






	 	 	 	 	 



	 	 	 	 	 
	 	IMPERIAL GROUP, L.P.

 	 
	 	By: Imperial Group Holding Corp.-1, its 	 
	 	General Partner 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	JAII MANAGAMENT COMPANY

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	 	Name:  	Kenneth M. Tallering	 
	 	 	Title:  	Secretary	 



S-4









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. Bank National Association

as Trustee

 	 
	 	By:  	/s/
Frank P. Leslie III	 
	 	 	Name:  	Frank P. Leslie III	 
	 	 	 	 	 



S-5









 






	 	 	 	 	 



EXHIBIT A




	 	 	 
	

	 	CUSIP No.:







TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




12.5% SENIOR SUBORDINATED NOTE DUE 2010, SERIES A




	 	 	 	 	 
	No.

	 	 	$	 







          Transportation Technologies Industries, Inc., a Delaware corporation (the
“Company,” which term includes any successor entity), for value received
promises to pay to                  or registered assigns, the principal
sum of $              on March 31, 2010.



          Interest Payment Dates: March 31 and September 30, commencing September
30, 2004. .



          Record Dates: March 15 and September 15.



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



          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


	 	 	 	 	 
	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,

INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A-1









 






	 	 	 	 	 



Certificate of Authentication





          This is one of the 12.5% Senior Subordinated Notes due 2010 referred to in
the within-mentioned Indenture.


	 	 	 	 	 
	 	U.S. Bank National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 




A-2









 






	 	 	 	 	 



(REVERSE OF SECURITY)




12.5% SENIOR SUBORDINATED NOTE DUE 2010, SERIES A





          1. Interest. Transportation Technologies Industries, Inc., a Delaware
corporation (the “Company”), promises to pay interest on the principal amount
of this Note at the rate per annum shown above. Interest on the Notes will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from the date of the original issuance of the Notes.
The Company will pay interest semi-annually in arrears on each Interest Payment
Date, commencing September 30, 2004. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.



          The Company shall pay interest on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) to
the extent lawful from time to time on demand at the rate borne by the Notes.



          2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on March 15 or September 15 immediately preceding the Interest
Payment Date (whether or not such day is a Business Day) even if the Notes are
cancelled on registration of transfer or registration of exchange after such
Record Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. Payments of principal and premium, if any, will be made
(on presentation of such Notes if in certificated form) in money of the United
States that at the time of payment is legal tender for payment of public and
private debts; provided, however, that the Company may pay principal, premium,
if any, and interest by check payable in such money; provided, further, that
the Company may elect at its option to pay up to one-half (1/2) of the interest
payment due on the September 30, 2004 Interest Payment Date through the
issuance of additional Notes in a principal amount equal to the amount of such
interest (“Subsequent Notes”) and, if the Company so elects, the Company shall
give notice to Holders on or prior to (but no earlier than 20 days before) the
Interest Payment Date stating such election and the amount of the interest
payment to be satisfied through the issuance of Subsequent Notes. The Company
may deliver any interest payment to the Paying Agent or to a Holder at the
Holder’s registered address.



          3. Paying Agent and Registrar. Initially, U.S. Bank National Association,
a national banking association (the “Trustee”), will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders. Neither the Company nor any of its Subsidiaries
or Affiliates may act as Paying Agent but may act as Registrar or co-Registrar.



          4. Indenture. The Company issued this Note under an Indenture, dated as
of May 21, 2004 (the “Indenture”), by and among the Company, the Guarantors and
the Trustee. This Note is one of a duly authorized issue of Initial Notes of
the Company designated as its 12.5% Senior Subordinated Notes due 2010 (the
“Notes”). The Notes are limited in aggregate principal amount to the principal
amount of the Existing Notes (plus accrued interest and any fees owing in
respect thereof) exchanged into Initial Notes under the Indenture plus the
amount of Subsequent Notes issued under the Indenture. The Notes include the
Initial Notes, the Subsequent Notes and the Exchange



A-3









 




Notes (as defined below) issued in exchange for the Initial Notes and any
Subsequent Notes pursuant to the Indenture. The Initial Notes, the Subsequent
Notes and the Exchange Notes are treated as a single class of securities under
the Indenture. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the
“TIA”), as in
effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes include all such terms, and Holders are referred to the
Indenture and the TIA for a statement of them. The Notes are general unsecured
obligations of the Company.




          5. Subordination. The Notes are unsecured obligations of the Company and
subordinated in right of payment, in the manner and to the extent set forth in
the Indenture, to the prior payment in full in cash of all Senior Indebtedness
of the Company, whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed. Each Holder by his acceptance hereof
agrees to be bound by such provisions and authorizes and expressly directs the
Trustee, on his behalf, to take such action as may be necessary or appropriate
to effectuate the subordination provided for in the Indenture and appoints the
Trustee his attorney-in-fact for such purposes.



          6. Guarantee. The obligations of the Company hereunder are guaranteed on
a senior subordinated basis by the Guarantors. Each Guarantee by a Guarantor
is subordinated in right of payment to all Guarantor Senior Indebtedness of
such Guarantor to the same extent that the Notes are subordinated to Senior
Indebtedness of the Company.



          7. Optional Redemption.



          On or after the Issue Date, the Company may redeem the Notes, at its
option, in whole at any time or in part from time to time, at the following
Redemption Prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on March 31 of each year set
forth below plus, in each case, accrued and unpaid interest thereon, if any, to
the date of redemption:



	 	 	 	 	 
	Year
	 	Percentage

	2004
	 	 	103.000	%
	2005
	 	 	103.000	%
	2006
	 	 	102.000	%
	2007
	 	 	101.000	%
	2008 and thereafter
	 	 	100.000	%







          8. Notice of Redemption. Notice of redemption under paragraph 7 of this
Note will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder to be redeemed at such Holder’s registered
address.



     Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes
called for redemption will cease to bear interest from and after such
Redemption



A-4









 




Date and the only right of the Holders of such Notes will be to receive
payment of the Redemption Price plus accrued interest, if any.




          9. Offers to Purchase. The Indenture provides that, after certain Asset
Sales (as defined in the Indenture) and upon the occurrence of a Change of
Control (as defined in the Indenture), and subject to further limitations
contained therein, the Company will make an offer to purchase certain amounts
of the Notes in accordance with the procedures set forth in the Indenture.



          10. Registration Rights. Pursuant to the Registration Rights Agreement by
and among the Company, the Guarantors and the Holders of Initial Notes named
therein, the Company will be obligated to consummate an exchange offer pursuant
to which the Holder of this Note shall have the right to exchange this Note for
the Company’s Series B 12.5% Senior Subordinated Notes due 2010 (the “Exchange
Notes”), which have been registered under the Securities Act, in like principal
amount and having terms identical in all material respects to the Initial
Notes. The Holders of the Initial Notes shall be entitled to receive certain
Additional Interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.



          11. Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, in denominations of $1.00 and integral multiples thereof. A
Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.



          12. Persons Deemed Owners. The registered holder of a Note shall be
treated as the owner of it for all purposes.



          13. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company. After that, Holders entitled to money must look to
the Company for payment as general creditors unless an “abandoned property” law
designates another person.



          14. Legal Defeasance and Covenant Defeasance. If the Company at any time
deposits with the Trustee U.S. legal tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating to
defeasance, the Company will be discharged from certain provisions of the
Indenture and the Notes (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes).



          15. Amendments, Supplements, and Waivers. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Notes then outstanding, and any existing Default or Event of Default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency, provide for uncertificated Notes



A-5









 




in addition to or in place of certificated Notes or make any other change
that does not adversely affect in any material respect the rights of any
Holder.




          16. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, make payments in respect of its Capital Stock, enter
into transactions with Affiliates, create dividend or other payment
restrictions affecting Restricted Subsidiaries, sell assets, create liens,
issue capital stock, enter into sale and lease-back transactions, make certain
Investments, merge or consolidate with any other Person, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets. Such limitations are subject to a number of important qualifications
and exceptions. The Company must quarterly report to the Trustee on compliance
with such limitations.



          17. Successor Entity. When a successor entity assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes and the
Indenture, and immediately before and thereafter no Default or Event of Default
exists and certain other conditions are satisfied, the predecessor entity will
be released from those obligations.



          18. Defaults and Remedies. Events of Default are set forth in the
Indenture. If an Event of Default (other than an Event of Default pursuant to
Section 6.01(h) or (i) of the Indenture) shall have occurred and be continuing,
then the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, may declare to be immediately due and
payable the entire principal amount of all the Notes then outstanding plus
accrued interest to the date of acceleration; provided, however, that after
such acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Notes may rescind and annul such acceleration and its
consequences if all existing Events of Default, other than the nonpayment of
principal, premium, if any, or interest that has become due solely because of
the acceleration, have been cured or waived. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. In case an
Event of Default specified in Section 6.01(h) or (i) of the Indenture occurs,
such principal amount, together with premium, if any, and interest with respect
to all of the Notes, shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders.



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



          20. No Recourse Against Others. As more fully described in the Indenture,
no director, officer, employee, stockholder or incorporator, as such, of the
Company shall have any liability for any obligation of the Company under the
Notes or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.



          21. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.



A-6









 





          22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.



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



          24. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.



          25. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.



          The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture, which has the text of this Note in larger type.
Requests may be made to: Transportation Technologies Industries, Inc., 980 N.
Michigan Ave., Suite 1000, Chicago, IL 60611, Attention: General Counsel.




A-7










 





FORM OF GUARANTEE




     Each Guarantor (capitalized terms used herein have the meanings given such
terms in the Indenture referred to in the Note upon which this notation is
endorsed) hereby unconditionally guarantees on a senior subordinated basis
(such guarantee being referred to herein as the “Guarantee”) the due and
punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal, premium and interest on the
Notes, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article 10 of the Indenture.



     The obligations of each Guarantor to the Holders and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth, and are
expressly subordinated and subject in right of payment to the prior payment in
full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and
in the manner provided in Article 11 of the Indenture.



     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.



     This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York without regard to principles of conflicts of law.



     This Guarantee is subject to release upon the terms set forth in the
Indenture.


	 	 	 	 	 
	 	TRUCK COMPONENTS, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GUNITE CORPORATION



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A-8









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUNITE EMI CORPORATION



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BRILLION IRON WORKS, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	FABCO AUTOMOTIVE CORPORATION



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOSTROM HOLDINGS, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOSTROM SEATING, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOSTROM SPECIALTY SEATING, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-9









 






	 	 	 	 	 



	 	 	 	 	 
	 	IMPERIAL GROUP HOLDING CORP. - 1



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	IMPERIAL GROUP HOLDING CORP. - 2



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 
	

	 	IMPERIAL GROUP, L.P.
	 
	 	 
	

	 	By: Imperial Group Holding Corp.-1, its
General Partner







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JAII MANAGEMENT COMPANY



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-10









 






	 	 	 	 	 



ASSIGNMENT FORM





     If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:



I or we assign and transfer this Note to:
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 




(Print or type name, address and zip code and

social security or tax ID number of assignee)



and irrevocably appoint                                                                                                                                      ,

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




	 	 	 
	Date:                                                         

	 	Signed:                                                          
	

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







Medallion Guarantee:




A-11









 








[OPTION OF HOLDER TO ELECT PURCHASE]




     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.13 or Section 4.16 of the Indenture, check the appropriate box:



Section 4.13 o

Section 4.16 o




     If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.13 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:



	 	 	 	 	 
	$
	 	 	 	 
	

	 	

	 	 







	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	

	 	

	 	 	 	



NOTICE: The signature on this assignment
must correspond with the name as it
appears upon the face of the within Note
in every particular without alteration or
enlargement or any change whatsoever and
be guaranteed by the endorser’s bank or
broker.







	 	 	 	 	 
	Medallion Guarantee:
	 	 	 	 
	

	 	

	 	 







A-12









 






EXHIBIT B




CUSIP No.:



TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.




12.5% SENIOR SUBORDINATED NOTE DUE 2010, SERIES B




	 	 	 	 	 	 	 
	No.

	 	 	 	 	$	 







     Transportation Technologies Industries, Inc., a Delaware corporation (the
“Company,” which term includes any successor entity), for value received
promises to pay to   or registered assigns, the principal sum of
$   on March 31, 2010.



     Interest Payment Dates: March 31 and September 30, commencing September
30, 2004.



     Record Dates: March 15 and September 15.



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



     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


	 	 	 	 	 
	 	TRANSPORTATION TECHNOLOGIES 

INDUSTRIES,INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




B-1









 






	 	 	 	 	 



Certificate of Authentication





     This is one of the Series B 12.5% Senior Subordinated Notes due 2010
referred to in the within-mentioned Indenture.


	 	 	 	 	 
	 	U.S. Bank National Association,

as Trustee



 

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 




B-2









 






	 	 	 	 	 



(REVERSE OF SECURITY)




12.5% SENIOR SUBORDINATED NOTE DUE 2010, SERIES B





     1. Interest. Transportation Technologies Industries, Inc., a Delaware
corporation (the “Company”), promises to pay interest on the principal amount
of this Note at the rate per annum shown above. Interest on the Notes will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from the date of the original issuance of the Notes.
The Company will pay interest semi-annually in arrears on each Interest Payment
Date, commencing September 30, 2004. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.



     The Company shall pay interest on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) to
the extent lawful from time to time on demand at the rate borne by the Notes.



     2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on March 15 or September 15 immediately preceding the Interest
Payment Date (whether or not such day is a Business Day) even if the Notes are
cancelled on registration of transfer or registration of exchange after such
Record Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. Payments of principal and premium, if any, will be made
(on presentation of such Notes if in certificated form) in money of the United
States that at the time of payment is legal tender for payment of public and
private debts; provided, however, that the Company may pay principal, premium,
if any, and interest by check payable in such money; provided, further, that
the Company may elect at its option to pay up to one-half (1/2) of the interest
payment due on the September 30, 2004 Interest Payment Date through the
issuance of additional Notes in a principal amount equal to the amount of such
interest (“Subsequent Notes”) and, if the Company so elects, the Company shall
give notice to Holders on or prior to (but no earlier than 20 days before) the
Interest Payment Date stating such election and the amount of the interest
payment to be satisfied through the issuance of Subsequent Notes. The Company
may deliver any interest payment to the Paying Agent or to a Holder at the
Holder’s registered address.



     3. Paying Agent and Registrar. Initially, U.S. Bank National Association,
a national banking association (the “Trustee”), will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders. Neither the Company nor any of its Subsidiaries
or Affiliates may act as Paying Agent but may act as Registrar or co-Registrar.



     4. Indenture. The Company issued this Note under an Indenture, dated as
of May 21, 2004 (the “Indenture”), by and among the Company, the Guarantors and
the Trustee. This Note is one of a duly authorized issue of Notes of the
Company designated as its Series B 12.5% Senior Subordinated Notes due 2010
(the “Exchange Notes”) issued in exchange for the initial 12.5% Senior
Subordinated Notes due 2010 (the “Initial Notes” and, together with the
Exchange Notes, the “Notes”). The Notes are limited in aggregate principal
amount to the principal amount of the Existing Notes (plus accrued interest and
any fees owing in respect thereof) exchanged into Initial Notes under



B-3









 




the Indenture plus the amount of Subsequent Notes issued under the
Indenture. The Notes include the Initial Notes, the Subsequent Notes and the
Exchange Notes issued pursuant to the Indenture. The Initial Notes, the
Subsequent Notes and the Exchange Notes are treated as a single class of
securities under the Indenture. Capitalized terms herein are used as defined
in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes include all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
them. The Notes are general unsecured obligations of the Company.




     5. Subordination. The Notes are unsecured obligations of the Company and
subordinated in right of payment, in the manner and to the extent set forth in
the Indenture, to the prior payment in full in cash of all Senior Indebtedness
of the Company, whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed. Each Holder by his acceptance hereof
agrees to be bound by such provisions and authorizes and expressly directs the
Trustee, on his behalf, to take such action as may be necessary or appropriate
to effectuate the subordination provided for in the Indenture and appoints the
Trustee his attorney-in-fact for such purposes.



     6. Guarantee. The obligations of the Company hereunder are guaranteed on
a senior subordinated basis by the Guarantors. Each Guarantee by a Guarantor
is subordinated in right of payment to all Guarantor Senior Indebtedness of
such Guarantor to the same extent that the Notes are subordinated to Senior
Indebtedness of the Company.



     7. Optional Redemption.



     On or after the Issue Date, the Company may redeem the Notes, at its
option, in whole at any time or in part from time to time, at the following
Redemption Prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on March 31 of each year set
forth below plus, in each case, accrued and unpaid interest thereon, if any, to
the date of redemption:



	 	 	 	 	 
	Year
	 	Percentage

	2004
	 	 	103.000	%
	2005
	 	 	103.000	%
	2006
	 	 	102.000	%
	2007
	 	 	101.000	%
	2008 and thereafter
	 	 	100.000	%







     8. Notice of Redemption. Notice of redemption under paragraph 7 of this
Note will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder to be redeemed at such Holder’s registered
address.



     Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes
called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to receive
payment of the Redemption Price plus accrued interest, if any.




B-4









 







     9. Offers to Purchase. The Indenture provides that, after certain Asset
Sales (as defined in the Indenture) and upon the occurrence of a Change of
Control (as defined in the Indenture), and subject to further limitations
contained therein, the Company will make an offer to purchase certain amounts
of the Notes in accordance with the procedures set forth in the Indenture.



     10. Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, in denominations of $1.00 and integral multiples thereof. A
Holder shall register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.



     11. Persons Deemed Owners. The registered holder of a Note shall be
treated as the owner of it for all purposes.



     12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company. After that, Holders entitled to money must look to
the Company for payment as general creditors unless an “abandoned property” law
designates another person.



     13. Legal Defeasance and Covenant Defeasance. If the Company at any time
deposits with the Trustee U.S. legal tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating to
defeasance, the Company will be discharged from certain provisions of the
Indenture and the Notes (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes).



     14. Amendments, Supplements, and Waivers. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Notes then outstanding, and any existing Default or Event of Default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency, provide for uncertificated Notes in
addition to or in place of certificated Notes or make any other change that
does not adversely affect in any material respect the rights of any Holder.



     15. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, make payments in respect of its Capital Stock, enter
into transactions with Affiliates, create dividend or other payment
restrictions affecting Restricted Subsidiaries, sell assets, create liens,
issue capital stock, enter into sale and lease-back transactions, make certain
Investments, merge or consolidate with any other Person, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially
all of its assets. Such limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.



B-5









 








     16. Successor Entity. When a successor entity assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes and the
Indenture, and immediately before and thereafter no Default or Event of Default
exists and certain other conditions are satisfied, the predecessor entity will
be released from those obligations.



     17. Defaults and Remedies. Events of Default are set forth in the
Indenture. If an Event of Default (other than an Event of Default pursuant to
Section 6.01(h) or (i) of the Indenture) shall have occurred and be continuing,
then the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, may declare to be immediately due and
payable the entire principal amount of all the Notes then outstanding plus
accrued interest to the date of acceleration; provided, however, that after
such acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Notes may rescind and annul such acceleration and its
consequences if all existing Events of Default, other than the nonpayment of
principal, premium, if any, or interest that has become due solely because of
the acceleration, have been cured or waived. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. In case an
Event of Default specified in Section 6.01(h) or (i) of the Indenture occurs,
such principal amount, together with premium, if any, and interest with respect
to all of the Notes, shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders.



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



     19. No Recourse Against Others. As more fully described in the Indenture,
no director, officer, employee, stockholder or incorporator, as such, of the
Company shall have any liability for any obligation of the Company under the
Notes or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.



     20. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.



     21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.



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



B-6









 








     23. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.



     24. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.



     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture, which has the text of this Note in larger type.
Requests may be made to: Transportation Technologies Industries, Inc., 980 N.
Michigan Ave., Suite 1000, Chicago, IL 60611, Attention: General Counsel.



B-7









 





FORM OF GUARANTEE




     Each Guarantor (capitalized terms used herein have the meanings given such
terms in the Indenture referred to in the Note upon which this notation is
endorsed) hereby unconditionally guarantees on a senior subordinated basis
(such guarantee being referred to herein as the “Guarantee”) the due and
punctual payment of the principal of, premium, if any, and interest on the
Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal, premium and interest on the
Notes, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article 10 of the Indenture.



     The obligations of each Guarantor to the Holders and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth, and are
expressly subordinated and subject in right of payment to the prior payment in
full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and
in the manner provided in Article 11 of the Indenture.



     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which this Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.



     This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York without regard to principles of conflicts of law.



     This Guarantee is subject to release upon the terms set forth in the
Indenture.


	 	 	 	 	 
	 	TRUCK COMPONENTS, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GUNITE CORPORATION



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




B-8









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUNITE EMI CORPORATION



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BRILLION IRON WORKS, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	FABCO AUTOMOTIVE CORPORATION



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOSTROM HOLDINGS, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOSTROM SEATING, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOSTROM SPECIALTY SEATING, INC.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-9









 






	 	 	 	 	 



	 	 	 	 	 
	 	IMPERIAL GROUP HOLDING CORP. — 1



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	IMPERIAL GROUP HOLDING CORP. — 2



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	IMPERIAL GROUP, L.P.



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JAII MANAGEMENT COMPANY



 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-10









 






	 	 	 	 	 



ASSIGNMENT FORM





     If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:


I or we assign and transfer this Note to: 















(Print or type name, address and zip code and

social security or tax ID number of assignee)



and irrevocably appoint 


, agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.




	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Signed:	 	 	 	 
	 	 	
	 	 	 	 	 	



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







	 	 	 	 	 
	Medallion Guarantee:
	 	 	 	 
	

	 	

	 	 







B-11









 






[OPTION OF HOLDER TO ELECT PURCHASE]




     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.13 or Section 4.16 of the Indenture, check the appropriate box:



Section 4.13
o

Section 4.16 o




     If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.13 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:



	 	 	 	 	 
	$
	 	 	 	 
	

	 	

	 	 







	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	

	 	

	 	 	 	



NOTICE: The signature on this assignment
must correspond with the name as it
appears upon the face of the within Note
in every particular without alteration or
enlargement or any change whatsoever and
be guaranteed by the endorser’s bank or
broker.







	 	 	 	 	 
	Medallion Guarantee:
	 	 	 	 
	

	 	

	 	 







B-12









 






EXHIBIT C




CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF NOTES




Re: Transportation Technologies Industries, Inc. (the “Company”)

12.5% Senior Subordinated Notes due 2010 (the “Notes”)




     This Certificate relates to $                    principal amount of Notes held in
the form of*                     a beneficial interest in a Global Note or*                    
Certificated Notes by                     (the “Transferor”).



     The Transferor:




      o  has requested by written order that the Registrar
deliver in exchange for its beneficial interest in the Global Note held
by the Depository a Certificated Note or Certificated Notes in
definitive, registered form of authorized denominations and an aggregate
number equal to its beneficial interest in such Global Note (or the
portion thereof indicated above); or




      o  has requested by written order that the Registrar
exchange or register the transfer of a Certificated Note or Certificated
Notes.




      In connection with such request and in respect of each such Note,
the Transferor does hereby certify that the Transferor is familiar with
the Indenture relating to the above captioned Notes and the restrictions
on transfers thereof as provided in Section 2.16 of such Indenture, and
that the transfer of the Notes does not require registration under the
Securities Act of 1933, as amended (the “Securities Act”), because*:




      o  Such Note is being acquired for the Transferor’s own
account, without transfer (in satisfaction of Section 2.16 of the
Indenture).




      o  Such Note is being transferred to a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act),
in reliance on Rule 144A.




      o  Such Note is being transferred to an institutional
“accredited investor” (within the meaning of subparagraph (a)(1), (2),
(3) or (7) of Rule 501 under the Securities Act) which delivers a
certificate to the Trustee in the form of Exhibit C to the Indenture.




      o  Such Note is being transferred in reliance on
Regulation S under the Securities Act and a transfer certificate for
Regulation S transfers in the form of Exhibit E to the Indenture
accompanies this certification. [An Opinion of Counsel to the effect
that such transfer does not require registration under the Securities Act
accompanies this certification.]



C-1









 






      o  Such Note is being transferred in reliance on Rule 144
under the Securities Act. [An Opinion of Counsel to the effect that such
transfer does not require registration under the Securities Act
accompanies this certification.]




      o  Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144A or Rule 144 under the Securities Act
to a person other than an institutional “accredited investor.” [An
Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this certification.]



	 	 	 
	

	 	

	 

	 	[INSERT NAME OF TRANSFEROR]







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	[Authorized Signatory]







Date:                                      

*Check applicable box.



C-2









 





EXHIBIT D




Form of Transferee Letter of Representation




[TRUSTEE]



Attention: Corporate Trust Division




Ladies and Gentlemen:



     This certificate is delivered to request a transfer of $   principal
amount of the 12.5% Senior Subordinated Notes due 2010, Series A, of
Transportation Technologies Industries, Inc. (the “Company”) and any guarantee
thereof (the “Notes”). Upon transfer, the Notes 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 (the “Securities
Act”)) purchasing Notes for our own account or for the account of such an
institutional “accredited investor” and we are acquiring the Notes 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 risk of our
investment in the Notes and we invest in or purchase securities similar to the
Notes 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 acknowledge that we have had access to such financial and other
information, and have been afforded the opportunity to ask such questions of
representatives of the Company and receive answers thereto, as we deem
necessary.



     3. We understand that the Notes 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 Notes that we will not prior to
the date (the “Resale Restriction Termination Date”) that is two years after
the later of the original issuance of the Notes and the last date on which the
Company or any affiliate of the Company was the owner of such Notes (or any
predecessor thereto) offer, sell or otherwise transfer such Notes except (a) to
the Company or any subsidiary of the Company, (b) inside the United States to a
“qualified institutional buyer” in compliance with Rule 144A under the
Securities Act, (c) inside the United States to an “institutional accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act that, prior to such transfer, furnishes (or has furnished on its behalf by
a U.S. broker-dealer) to the Trustee a signed letter substantially in the form
of this letter,(d) outside the United States in an offshore transaction in
compliance with Rule 904 under the Securities Act, (e) pursuant to any other
available exemption from the registration requirements of the Securities Act or
(f) pursuant to an effective registration statement under the Securities Act.
We acknowledge that the Company and the Trustee reserve the right prior to any
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the applicable Notes pursuant to clause (c) or (e) above
to require the delivery of an opinion of counsel, certification and/or other information
satisfactory to the Company and the Trustee.




D-1









 





     We understand that the Trustee will not be required to accept for
registration of transfer any Notes acquired by us, except upon presentation of
evidence satisfactory to the Company and the Trustee that the foregoing
restrictions on transfer have been complied with. We further understand that
any Notes purchased by us will be in the form of definitive physical
certificates and that such certificates will bear a legend reflecting the
substance of paragraph 3 of this letter. We further agree to provide to any
person acquiring any of the Notes from us a notice advising such person that
transfers of such Notes are restricted as stated herein and that certificates
representing such Notes will bear a legend to that effect.



     We represent that the Company and the Trustee and others are entitled to
rely upon the truth and accuracy of our acknowledgments, representations and
agreements set forth herein, and we agree to notify you promptly in writing if
any of our acknowledgments, representations or agreements herein cease to be
accurate and complete. You are also irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.



     We represent to you that we have full power to make the foregoing
acknowledgments, representations and agreements on our own behalf and on behalf
of any investor account for which we are acting as fiduciary agent.



     As used herein, the terms “offshore transaction,” “United States” and
“U.S. person” have the respective meanings given to them in Regulation S under
the Securities Act.



     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



	 	 	 
	Dated:                                      

	 	TRANSFEREE:
	 
	 	 
	

	 	By:                                                         







D-2









 






EXHIBIT E




Form of Certificate To Be

Delivered in Connection

with Regulation S Transfers




_______________, ____




[TRUSTEE]



Attention: Corporate Trust Division



	 	 	 
	Re:

	 	Transportation Technologies Industries, Inc. 12.5% Senior
Subordinated Notes due 2010, Series A (the “Notes”)







Ladies and Gentlemen:



     In connection with our proposed sale of $   aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, we represent that:




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




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




          (3) no directed selling efforts have been made in the United States
in contravention of the requirements of Rule 903(a) or Rule 904(a) of
Regulation S, as applicable;




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




          (5) we have advised the transferee of the transfer restrictions
applicable to the Notes.



E-1









 






          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	[Name of Transferor]
	 
	 	 
	

	 	By:                                                         







E-2









 






EXHIBIT F




FORM OF SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
        , among (the “New Guarantor”), a subsidiary of
Transportation Technologies Industries, Inc. (or its successor), a Delaware
corporation (the “Company”), the Guarantors (the “Existing Guarantors”) under
the Indenture referred to below, and U.S. Bank National Association, as trustee
under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H :



     WHEREAS the Company has heretofore executed and delivered to the Trustee
an Indenture (as such may be amended from time to time, the “Indenture”), dated
as of May 21, 2004, providing for the issuance of its 12.5% Senior Subordinated
Notes due 2010 (the “Notes”);



     WHEREAS Section 4.20 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all of the Company’s obligations
under the Notes pursuant to a Guarantee on the terms and conditions set forth
herein; and



     WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the
Company and Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;



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



     1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     (b) For all purposes of this Supplemental Indenture, except as otherwise
herein expressly provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as corresponding
terms and expressions used in the Indenture; and (ii) the words “herein,”
“hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.



     2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all other Guarantors, to Guarantee the Company’s obligations
under the Notes 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. From and after the date hereof, the New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.



     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



F-1









 





shall form a part of the Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby.




     4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.



     5. Trustee Makes No Representation. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained
herein, all of which are made solely by the Company.



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



     7. Headings. The headings of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.



F-2









 





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


	 	 	 	 	 
	 	[NEW GUARANTOR]





 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,

INC.





 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 




F-3









 






	 	 	 	 	 
	 	EXISTING GUARANTORS:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



F-4









 






	 	 	 	 	 



EXHIBIT G




FORM OF REGISTRATION RIGHTS AGREEMENT




[to come]





F-5